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                                                                   EXHIBIT 10.12

                     AGREEMENT TO PURCHASE/SELL REAL ESTATE
                [1902 N. Black Canyon Freeway, Phoenix, Arizona]

     The parties to this Agreement are: SACRED GROUND RESOURCES, L.L.C., an
Arizona limited liability company, hereinafter referred to as the "Seller," and
VCG REAL ESTATE HOLDINGS, INC., a Colorado corporation authorized to do business
in Arizona, hereinafter referred to as the "Buyer."

                                    RECITALS

     WHEREAS, SACRED GROUND RESOURCES, L.L.C., is the owner of the real property
and improvements located at 1902 N. Black Canyon Highway/Freeway, Phoenix,
Maricopa County, Arizona; This real estate and its improvements are hereinafter
referred to as the "Property." The Property is more fully and completely
described in the attached Exhibit A. The contents of Exhibit A are incorporated
into this Agreement by this reference. Where there is a discrepancy between
Exhibit A and the street address of the Property, Exhibit A shall govern; and,

     WHEREAS, the Seller desires and intends to sell, and the Buyer desires and
intends to purchase the Property together with certain personal property as
described on Exhibit B (the "Personal Property"), all on the terms and
conditions set out below; and,

     WHEREAS, EPICUREAN ENTERPRISES, L.L.C., is an Arizona L.L.C. that is to be
wholly owned at closing by Joseph Accomando, and that is currently occupying the
Property and using the Property as a "bar" and an "adult live entertainment
establishment," as defined by the Phoenix City Code and Phoenix Zoning
Ordinances, and,

     WHEREAS, the Buyer seeks to purchase real estate where a bar and adult live
entertainment establishment in the form of striptease, and so-called topless
entertainment, are permissible and currently lawful and available uses under the
laws of the jurisdiction where such real estate is situated, and,

     WHEREAS, the Seller has represented to the Buyer that the Property is, and
will be at any closing of this transaction, zoned and currently lawful and
available for use as "bar" and an "adult live entertainment" establishment as
those terms are defined and used in the Phoenix Zoning Ordinances, and,

     WHEREAS, the Buyer and Seller intend and desire that the Agreement and
transaction set out below be conditioned and contingent on the simultaneous
closing of a separate transaction between EPICUREAN ENTERPRISES, L.L.C. and VCG
HOLDING CORP., whereby VCG HOLDING

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CORP. purchases one hundred percent (100%) of the membership interests in
EPICUREAN ENTERPRISES, L.L.C. (the "Epicurean Agreement"). The assets of
Epicurean Enterprises, L.L.C. include a certain Arizona Series 6 Liquor License
No. 06070572.

     NOW, in furtherance of the above intents of the Buyer and the Seller, the
parties agree, covenant and represent as follows and execute the following
Agreement:

1. AGREEMENT TO SELL AND PURCHASE: The Seller agrees to sell to the Buyer, and
   the Buyer agrees to purchase from the Seller, the Property and the Personal
   Property on the terms and conditions set out here below.

2. INCORPORATION OF RECITALS AND EXHIBITS: The Recitals above and the Exhibits
   referred to in this Agreement, and attached to this Agreement, are
   incorporated into this Agreement by reference here.

3. DATE OF AGREEMENT: The Date of this Agreement is the date the Agreement
   becomes fully executed by both Buyer and Seller.

4. OBJECT OF AGREEMENT: The object of this Agreement is the purchase/sale of the
   Property as more completely and accurately described in attached Exhibit A
   and the purchase/sale of the Personal Property as more completely and
   accurately described in attached Exhibit B.

5. TIME FOR EXECUTING AGREEMENT/FAX COPY: This Agreement is VOID if not mutually
   and fully executed by the Buyer and Seller by March 6, 2003, at 5:00 p.m.,
   and in the hands of Troy Lowrie and Joseph Accomando. A fax copy of a fully
   executed Agreement is acceptable to satisfy this provision.

6. BINDING EFFECT OF SIGNATURE ON DOCUMENT TRANSMITTED VIA FAX: Buyer or
   Seller's signature as appearing in or upon a facsimile transmission of this
   Agreement, pursuant to Section 5 above, shall have the legal effect of an
   original signature.

7. CONDITION OF THE PROPERTY: The Buyer is purchasing the Property and the
   Personal Property in their current physical condition. Buyer acknowledges and
   agrees that, except as otherwise represented or specified herein, neither
   Seller, nor Seller's members, employees, attorneys, or agents have made any
   representation or warranties regarding the physical condition or value of the
   Property upon which the

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   Buyer has relied in entering into this Agreement.

8. PURCHASE PRICE: The agreed Purchase Price of the Property is THREE MILLION
   EIGHT HUNDRED THOUSAND ($3,800,000.00) DOLLARS.

9. PAYMENT OF PURCHASE PRICE: The Purchase Price shall be paid by the Buyer to
   the Seller as follows:

         (i)   Two Hundred Ninety Thousand and No/100 Dollars ($290,000.00) as a
               Down Payment/Earnest Money within two days of Buyer signing this
               Agreement. This $290,000.00 is to be paid into escrow with
               Transnation Title Insurance Company (the "Title Company") in
               Phoenix, Arizona, to the ATTENTION of: Pam Hanipel. The Title
               Company shall act as escrow/closing agent in this sale. In the
               event this transaction is consummated in accordance with the
               intent of this Agreement, this $290,000.00 Down Payment shall be
               applied to the aggregate Purchase Price and paid to Seller at
               Closing (as used in this Agreement, "Closing" shall be as defined
               below in Section 11).

         (ii)  One Million One Hundred Ten Thousand and No/100 Dollars
               ($1,110,000.00) Dollars in the form of a cashier's check at
               Closing, plus or minus "adjustments and prorations" as described
               below.

         (iii) The balance of the Purchase Price, Two Million Four Hundred
               Thousand ($2,400,000.00) Dollars, is to be paid per the terms and
               conditions of a Promissory Note secured by a Deed of Trust,
               Security Agreement and Financing Statement, each containing terms
               reasonably satisfactory to Buyer and Seller.

10.ALLOCATION OF PURCHASE PRICE: The Purchase Price is allocated as follows:

     (i)  Real Estate $_____________.00

     (ii) Personal Property $_____________.00

     There is no goodwill involved in this purchase.

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11.CLOSING: Closing shall occur in Phoenix, Arizona, at the offices of the
   Title Company within five (5) business days following the satisfaction of the
   conditions set forth in Section 14 of this Agreement, or the waiver by Buyer
   and Seller of such conditions.

12.INSTRUMENT OF CONVEYANCE: Seller shall convey fee simple title to Buyer by
   means of a Special Warranty Deed.

13.DOCUMENTS TO BE EXECUTED AT CLOSING: Special Warranty Deed, Bill of Sale for
   the Personal Property, Promissory Note, Deed of Trust, Financing Statement
   executed by Buyer, Financing Statements executed by Buyer and by VCG HOLDING
   CORP., respectively, securing Buyer's obligations under the Promissory Note,
   Non-Foreign Affidavit, and any other document reasonably required by the
   title insurer, Buyer or Seller.

14.CONDITIONS OF THIS AGREEMENT: The obligation of Buyer to consummate and
   close this transaction is conditioned on the following occurring at or before
   Closing (the "Conditions"). The Buyer or Seller, as applicable, can waive any
   of the Conditions contained herein for their benefit.

   14.1        Buyer Conditions.

       (i)     Seller providing Buyer, within ten (10) day of mutual execution
               of this Agreement, a title commitment report from the Title
               Company, naming Buyer as the proposed insured, and which proposes
               to insure the Property for $3,800,000.

       (ii)    At closing the Seller shall convey to the Buyer a fee simple
               interest in the Property, subject only to:

                    a)   The Deed of Trust securing payment of the above
                         referenced Promissory Note.

                    b)   Those interests/restrictions/exceptions or conditions
                         set out within a preliminary commitment of title
                         insurance issued by the Title Company proposing to
                         insure Buyer's title interest in the Property in the
                         amount of $3.8 Million Dollars (the "Title Commitment")
                         subject only to those exceptions to title and
                         encumbrances, easements and interests in the Property
                         that have been approved by the Buyer.

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                         Buyer shall have ten (10) days following receipt of the
                         Title Commitment to give notice to Seller that it
                         approves or reasonably disapproves the matters set
                         forth therein, failing which Buyer shall be deemed to
                         have approved such matters. Any matters contained in
                         the Title Commitment which are deemed approved by Buyer
                         are hereinafter referred to as the "Permitted
                         Exceptions". If Buyer gives notice of its reasonable
                         disapproval of any matter contained in the Title
                         Commitment, Seller shall have a reasonable time to
                         correct such matter to the Buyer's reasonable
                         satisfaction, failing which, this Agreement shall be
                         terminated and have no further force or effect and the
                         provisions of Section 15 shall apply.

       (iii)   At Closing the Buyer shall receive, in its name a standard
               owner's title insurance policy in the amount of the Purchase
               Price subject only to the Permitted Exceptions, or an extended
               owner's title policy if Buyer pays an additional amount to the
               Title Company for such coverage.

       (iv)    At Closing the Seller shall convey the Personal Property to Buyer
               by means of a Bill of Sale subject only to a security interest
               for the benefit of Seller as evidenced by a Security Agreement
               executed by Buyer.

       (v)     As of Closing, the conduct by VCG Holding Corp. or Epicurean
               Enterpirses, L.L.C. of a "bar" and an "adult live entertainment
               establishment", as those terms are defined by the Phoenix City
               Code and Phoenix Zoning Code, shall be lawful and currently
               "Permitted Uses" of the Property per City of Phoenix Code and the
               Phoenix Zoning Ordinances.

       (vi)    Prior to Closing, Joseph Accomando, [who is or will be the sole
               Member of Seller and EPICUREAN ENTERPRISES, L.L.C. as of the time
               of Closing, and who personally benefits by this transaction]
               individually, and on behalf of the Seller and

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               EPICUREAN ENTERPRISES, L.L.C., has agreed to indemnify the Buyer
               for any losses or damages suffered by the Buyer as a result of
               any Seller misrepresentations, fraud, or Seller caused
               performance failures related to this Agreement.

       (vii)   The Buyer or VCG Holding Corp. have acquired, to their reasonable
               satisfaction, all final permits, licenses, and approvals from all
               regulatory bodies or agencies required to permit these persons or
               entities to lease, own, use, and operate the Property or business
               at 1902 N. Black Canyon Freeway, Phoenix, Arizona as a "bar" and
               an "adult live entertainment" establishment, as those terms are
               defined by Arizona law and the Phoenix City Code/Phoenix Zoning
               Ordinances.

       (viii)  As of Closing the Property is free of any hazardous or toxic
               materials or contaminants that would have been used or released
               by the Seller during the course of Seller's operation of an adult
               live entertainment establishment and that:

                    a)   Impair the value of the Property in Buyer's hands.

                    b)   Subject the Buyer to a legal obligation to cleanse,
                         treat or detoxify any portion of the Property prior to
                         resale.

       (ix)    That the City of Phoenix has responded to the registration of
               the Property submitted by Buyer, Epicurean Enterprises, L.L.C. or
               VCG Holding Corp. pursuant to Section 701(e) of the Phoenix
               Zoning Ordinances with a declaration that Buyer or VCG Holding
               Corp.'s use of the Property as a "bar" and "adult live
               entertainment establishment" is not challenged by the City of
               Phoenix or any competing adult business land user.

       (x)     That, subject to the provisions of Section 25(viii), the Buyer,
               in its own name or under the name of Epicurean Enterprises,
               L.L.C., or VCG Holding Corp., its owners, officers, agents or
               employees, are authorized by the Seller to interact with
               regulatory authorities to acquire a written acknowledgement or
               commitment that the Property may, as of the time of Close or
               Buyer's inquiry, be lawfully used as a bar and adult live
               entertainment establishment per Phoenix law.

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       (xi)    Confirmation that 1902 North Black Canyon Highway is not within
               1000 feet of another adult use.

   14.2        Seller Conditions.

       (i)     At Closing the Title Company/Escrow Agent shall release to Seller
               the sum of One Million Four Hundred Thousand and N0/100 Dollars
               ($1,400,000.00) plus any amount owed Seller by Buyer pursuant to
               the provisions of Section 17(ii) of this Agreement and less any
               amounts due from Seller to Buyer or the Title Company/Escrow
               Agent pursuant to Sections 20 and 22 of this Agreement.

       (ii)    At Closing the Buyer shall convey to the Seller a fully executed
               original of the Promissory Note.

       (iii)   At Closing the Buyer shall convey to the Seller (a) a Deed of
               Trust fully securing the Promissory Note and other than the fault
               of Buyer containing terms reasonably satisfactory to Seller and
               Buyer, together with (b) security agreements and financing
               statements covering (i) all of the personal property sold
               herewith (ii) and all of the assets of Epicurean Enterprises,
               L.L.C., including, without limitation Liquor License No.
               06070572, all of which shall secure payment of the Promissory
               Note.

15.ESCROW INSTRUCTIONS: Transnation Title Insurance Company, as Escrowee for
   this transaction is instructed:

   In the event the Buyer or the Seller are notified prior to closing that the
   Property is determined by the City of Phoenix as being ineligible or
   contested, for any reason other than the fault of Buyer, to be used as a
   "bar" or "adult live entertainment establishment," as these terms in
   quotations are defined by Phoenix Zoning Ordinances, than this transaction
   shall be terminated and the Title Company shall immediately refund to the
   Buyer all of the money deposited with it by the Buyer.

   In the event this transaction has not closed within 120 days of the mutual
   execution by Buyer and Seller of this Agreement, and the reason for not
   closing is not related to the City of Phoenix determining the Property's
   ineligibility, for any reason, to be used as a "bar" or "adult live
   entertainment establishment," as these terms in quotes are defined by

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   Phoenix Zoning Ordinances, then the down payment referenced above is to be
   distributed between the parties as follows:

     1. $90,000.00 is to be distributed to the Seller as compensation for Buyer.
        tying up the Seller's Property.

     2. Any expenses of the Property to be paid by Buyer pursuant to Section
        17(ii) of this Agreement which are then due and unpaid shall be paid out
        of the Down Payment/Earnest Money.

     3. The remainder of the Down Payment/Earnest Money is to be returned to the
        Buyer less costs and expenses of Transnation Title Insurance Company.

     Agreed and acknowledged:

     /s/ Troy Lowrie                    /s/ Joseph Accomando
     ---------------                    --------------------
     For Buyer                          For Seller

     ---------------------------------------
     For Transnation Title Insurance Company

16.INDEMNITY AND OFFSET AGREEMENT: The circumstances surrounding this
   transaction are that, simultaneous with the purchase of the Property there is
   to be a purchase of 100% of the membership interest of Joseph Accomando in
   Epicurean Enterprises, L.L.C. Epicurean Enterprises, L.L.C. is the owner of
   the business and the Arizona liquor license currently situated at 1902 N.
   Black Canyon Freeway. Joseph Accomando is also, or will be at the time of
   Closing, the owner of a 100% membership interest in Sacred Ground Resources,
   L.L.C., the Seller here. The 100% sale of Epicurean Enterprises, L.L.C. will
   financially benefit Joseph Accomando. Because of these circumstances, and as
   an inducement to Buyer to enter this transaction, the Seller and Joseph
   Accomando are agreed as follows:

       (i)     Buyer shall have the right to offset its Promissory Note
               obligations to Seller, or Sellers heirs or assigns, when and as
               they become due:

                    a)   Against any loss, damage or expense that either Buyer
                         or VCG Holding Corp. suffer as a result of any damage,
                         claim, lawsuit, or loss arising, in whole or in part,
                         from Seller's misrepresentation or fraud in this
                         Agreement or Joseph Accomando's fraud or

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                         misrepresentation in the Agreement to Purchase 100% of
                         Joseph Accomando's Membership Interest in Epicurean
                         Enterprises, L.L.C.

                    b)   Any loss, damage or expense arising from a citation,
                         claim or suit against Epicurean Enterprises, L.L.C.
                         that arose during the period prior to the Closing.

       (ii)    Seller agrees to indemnify Purchaser with respect to Sections
               16(i)(a) & (b) above via an offset to the Promissory Note,
               provided that the Buyer fully complies with the following
               conditions:

                    a)   Buyer shall give the Seller prompt written notice of
                         any claim, etc., for which Buyer intends to exercise
                         its right of offset;

                    b)   Along with such written notice Buyer shall provide
                         Seller with copies of documents reasonably sufficient
                         to identify the nature and amount of the claim together
                         with such other documents in Buyer's possession or
                         control which assist Seller in defending against such
                         damage, claim, lawsuit, or loss;

                    c)   Buyer, upon Seller's request, and upon Buyer's approval
                         (which shall not be unreasonably withheld) shall permit
                         Seller to participate and control the defense of any
                         litigated claim, as long as such defense does not
                         materially prejudice Buyer's interest or cost Buyer or
                         VCG Holding Corp. any money which is not reimbursed to
                         Buyer by Seller; and,

                    d)   Buyer shall not begin exercising its right of offset
                         until the Seller's defense of any such claim is
                         concluded, as long as such defense does not materially
                         prejudice Buyer's interests or Buyer is suffering a
                         financial loss which is not reimbursed to Buyer by
                         Seller as a result of any such claim.

       (iii)   Miscellaneous: The provisions of this Agreement shall be binding
               upon and shall be enforceable by the parties and their respective
               successors, assigns and personal representatives. This Agreement
               may only be amended or modified by a subsequent written
               instrument signed by all parties.

17.MAINTENANCE OF USE OF PROPERTY AS A PHOENIX "ADULT LIVE ENTERTAINMENT"
   ESTABLISHMENT: Buyer has informed the

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   Seller that Buyer's sole intended use of the Property is as a leasehold to
   VCG HOLDING CORP. (or in the event that the Arizona Department of Liquor
   Licenses and Control has disapproved VCG Holding Corp. as a licensee, then a
   suitable nominee of Buyer) that will use the Property to house so-called
   "adult live entertainment" business(es). Without the right at the time of
   Closing to so use the Property, the Buyer would have no use for the Property
   or an interest in the assets of Epicurean Enterprises, L.L.C. For this
   Agreement to close, the Buyer and VCG Holding Corp. must, at the time of
   Closing, be permitted under the Phoenix City Code and Zoning Ordinances and
   Title 4 of the Arizona Revised Statutes, to open and operate a "bar" and an
   "adult live entertainment" establishment, Because of these circumstances the
   Buyer's and Seller agree that:

       (i)     From and after the date of this Agreement until Closing Seller
               will cause Epicurean Enterprises, LLC to use its best faith
               efforts to maintain the use of the Property as an "adult live
               entertainment" establishment per the City of Phoenix Code and
               Zoning Ordinances.

       (ii)    Seller's agreement to cause Epicurean Enterprises, L.L.C. to
               continue the adult live entertainment nature of the business
               conducted on the Property does benefit Buyer in the event of a
               closing of this Agreement. Therefore, Buyer agrees to reimburse
               Epicurean Enterprises, L.L.C. and Seller for the cost of
               maintaining the bar and adult entertainment establishment use of
               the Property. Pursuant to this subsection, Buyer agrees to
               reimburse Seller and Epicurean Enterprises, L.L.C. for all costs
               associated with the ownership, operation and maintenance of the
               Property and the "bar" and "adult live entertainment" business
               conducted thereon, except for income taxes and mortgage payments,
               from and including January 1, 2003 until the time of Closing or
               earlier termination of this Agreement. Any monies paid pursuant
               to this provision shall not be credited against the Purchase
               Price. Notwithstanding any of the foregoing, if it is determined
               that the Property does not qualify as of closing, for any reason,
               to be used as a "bar" or an "adult live entertainment
               establishment" as those terms are defined by the Phoenix Zoning
               Ordinances, then no reimbursement under this subparagraph shall
               be due from the Buyer to the Seller.

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18.RISK OF LOSS: Risk of loss transfers from Seller to Buyer at Closing.

19.CASUALTY LOSS OR CONDEMNATION: In the event of casualty loss or condemnation
   threat/proceeding of a material portion of the Property prior to Closing,
   this Agreement may be terminated at Buyer's reasonable discretion.

21.SURVEY: Seller shall provide Buyer a copy of the Survey of the Property dated
   1996 and conducted by Superior Surveying Services.

22.TITLE INSURANCE/CLOSING COSTS: The Buyer and Seller agree to divide equally
   the costs of a standard owner's policy of title insurance and the charges and
   fees of the escrow agent. All other costs are to be divided between the
   parties pursuant to the local customs of title companies in Phoenix, Arizona.
   If Buyer desires to obtain an extended policy of title insurance, Buyer shall
   pay any additional costs for such extended policy. Expenses related to the
   Property inspections and studies are to be borne by the Buyer.

23.BROKERAGE: The parties agree that neither party has used a broker for this
   sale.

24.SELLER'S REPRESENTATIONS: The Seller represents and agrees that:

       (i)     Seller is the sole and exclusive owner of the Property.

       (ii)    The Seller has lawful authority to enter into a transaction to
               sell the Property.

       (iii)   The Seller has appointed Joseph Accomando to execute all the
               documents, including any Deed, required to accomplish the intents
               of this Agreement.

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       (iv)    At the time of Closing, Joseph Accomando will be the sole Member
               of SACRED GROUND RESOURCES, L.L.C.

       (v)     Joseph Accomando is a single person.

       (vi)    The Property is currently zoned A-1.

       (vii)   The Property is currently being used, and Seller or Epicurean
               Enterprises, L.L.C. will continue to use the Property until
               Closing as a "bar" and an "adult live entertainment
               establishment" as these business classifications or descriptions
               are defined in the Phoenix Zoning Ordinances, so long as Buyer
               reimburses the Seller and/or Epicurean Enterprises, L.L.C. for
               all of the costs of exhibiting adult live entertainment with the
               character and frequency required to maintain the adult live
               entertainment establishment use.

       (viii)  There are no legal, equitable, or beneficial interests in the
               Property actually known to Seller other than as will be disclosed
               prior to Closing in the Title Commitment and any amendments
               thereto.

       (ix)    The Seller will convey the Property to the Buyer via a SPECIAL
               WARRANTY DEED.

       (x)     Seller has no actual knowledge or reason to believe there are any
               contaminants such as lead or asbestos in the building on the
               Property, or that there are any latent subsurface conditions at
               the Property that indicate the presence of hazardous waste,
               contaminants, toxic chemicals, or conditions that would render
               the Property subsurface unstable.

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       (xi)    All of the construction or demolition work performed at the
               Property during Seller's ownership has been performed in
               compliance with all applicable law and regulations

       (xii)   Seller has disclosed in writing to Buyer, within five (5) days of
               the mutual execution of this Agreement, all conditions, patent
               and latent, of which it is actually aware, that are dangerous,
               hazardous, toxic or hidden, and which would expose Buyer, its
               employees, agents, invitees, vendors, tenants, or tenants
               employees, agents, invitees or vendors to liability, injury, or
               adversely effect the value of the Property.

       (xiii)  There are currently no liens, mechanics or materialmens liens,
               encumbrances, or claims of any sort against the Property known to
               Seller and Seller will not cause any to attach prior to Closing.

       (xiv)   There are currently no lawsuits or pending/outstanding claims
               against or related to the Property or SACRED GROUND RESOURCES,
               L.L.C., and the Seller is unaware of any person or entity
               contemplating any such claims.

       (xv)    Seller has no notice of any existing or intended condemnation
               proceedings related to the Property.

       (xvi)   The Property is not adjacent to any proposed light rail system.

       (xvii)  At the time of Closing there will be no mortgages, leases,
               contracts or tenancies related to the Property, except the
               agreement for trash pickup with Paradise Waste Services and the
               agreement with Pope Lime for the use of "soda guns" for as long
               as Seller purchases "soda" from Pope Lime.

       (xviii) Seller has consulted its' own counsel with respect to this
               Agreement.

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       (xix)   Seller is aware the Buyer is relying on these Representations,
               and that these Representations survive the closing of this
               sale-purchase transaction.

25.BUYER'S REPRESENTATIONS AND ACKNOWLEDGMENTS: The Buyer represents and
   warrants that:

       (i)     Buyer has the full power and authority to enter into and perform
               this Agreement in accordance with its terms and the persons
               acting for and on behalf of the Buyer each have the necessary
               authority to execute documents and otherwise consummate this
               transaction.

       (ii)    The Buyer is not prohibited from consummating the transactions
               contemplated by this Agreement by any law, rule, regulation,
               instrument, agreement, order or judgment.

       (iii)   Buyer has consulted its own counsel respecting the terms and
               conditions of this Agreement.

       (iv)    Buyer has at the present time and will have at the time of
               Closing and at all times thereafter until the Promissory Note is
               paid in full the financial ability and/or creditworthiness to
               purchase the Property at the above referenced Purchase Price and
               terms.

       (v)     Buyer is a Colorado corporation duly organized, validly existing
               and in good standing under the laws of the State of Colorado and
               is properly qualified to do business in the State of Arizona.

       (vi)    Buyer has:

                    1.   Visually inspected the Property, and the exterior and
                         interior of structural improvement on the Property, and
                         waives any claim against Seller that might be based
                         upon a defect or deficiency in the Property or its
                         improvement that could be discerned by Buyer's visual
                         exam of the Property.

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                    2.   Buyer has done no inspection for contaminants such as
                         asbestos or lead existing in unlawful amounts on the
                         Property, but is relying on Seller's representations
                         that Seller has no actual knowledge, without having
                         conducted any investigation or inquiry, of any such
                         conditions. Buyer understands that Seller has done no
                         independent investigations and made no independent
                         inquiry into such matters.

                    3.   Buyer has familiarized itself with the sections of
                         A.R.S., Title 4, and the Phoenix City Codes and
                         Ordinances applicable to the use of the Property as a
                         "bar" and "adult live entertainment" as those terms are
                         defined by the Phoenix Zoning Ordinances.

                    4.   Buyer has done no independent investigation respecting
                         the title to the Property other than that it will
                         examine the Title Commitment Report and the Survey of
                         the Property to be ordered by Buyer.

                    5.   Buyer is not relying solely on its visual inspection of
                         the Property, review of the Title Commitment Report
                         applicable to the Property, or review of A.R.S. Title 4
                         and Phoenix laws applicable to the operation of a bar
                         and an adult live entertainment establishment. Rather,
                         the Buyer is also relying on all of the representations
                         herein of the Seller respecting some of these issues.

                    6.   Buyer is satisfied with respect to the probable risk,
                         worth and potential of the Property and has relied upon
                         its own judgment and the

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                         Representations of the Seller, Epicurean Enterprises,
                         L.L.C., and Joseph Accomando, in entering into and
                         consummating this purchase and sale. Buyer acknowledges
                         that neither Seller, Joe Accomando nor Epicurean
                         Enterprises L.L.C. have made any express or implied
                         representations or warranties as to the value of the
                         Property.

                    7.   Nothing contained in this subsection 24(vi) is intended
                         in any way to negate or obviate the conditions to
                         Closing set forth in subsection 14.1 or the
                         Representations of the Seller in Section 23, or the
                         provisions contained in Section 27.

       (vii)   Buyer represents and warrants that following the Closing it and
               its successors or assigns, if any, will continue to use the
               Property as an "adult live entertainment" establishment, as that
               term is defined in the City of Phoenix Zoning Code and
               Ordinances, in a manner that is consistent with all applicable
               statutes, regulations and ordinances issued or enforced by any
               governmental body, department or agency, including, without
               limitation, the Code of the City of Phoenix and the Phoenix City
               Zoning Ordinance such that there is no probability or imminent
               danger that the Property will lose its lawful and available use
               for a "bar" and "adult live entertainment."

       (viii)  Neither Buyer, nor VCG Holding Corp., nor any of their respective
               officers, directors, employees, or agents will, at any time prior
               to the Closing, (i) submit any written registrations,
               applications, emails, letters, memorandum, or any other written
               documents or materials to any governmental or quasi-governmental
               entity or agency in the State of Arizona unless such written
               material has been approved, in its entirety, by Joseph Accomando,
               in his sole and absolute discretion, nor (ii) meet with or
               conduct any telephonic conference or telephone call with any
               person or persons in any governmental or quasi-governmental
               entity or agency in the State of Arizona unless the subject
               matter of such meeting or discussions and the approach to be
               taken have first been discussed with, and approved by, Joseph
               Accomando, in his sole and absolute discretion, and Joseph
               Accomando is then present during any such meeting or discussion,
               whether by phone or in person.

26.CONSTRUCTION RELATED DOCUMENTS TO BE PROVIDED BY THE SELLER TO THE BUYER: The
   Seller agrees to provide to the Buyer, prior to closing, all drawings,
   blueprints, and as built documents related to 1902 N. Black Canyon Highway,
   Phoenix, Maricopa County, Arizona, that are in its possession or that of its
   attorney.

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27.PRE-CLOSING INSPECTIONS - BUYER'S ACCESS TO PROPERTY AND BUYER RESPONSIBILITY
   FOR DAMAGE OR CLAIMS ARISING FROM SITE INSPECTION(S). Buyer shall have access
   to the Property prior to Closing to conduct whatever inspections and analysis
   Buyer deems appropriate. Buyer agrees to reimburse, indemnify and hold the
   Seller harmless for, from and against any liability, claims [including
   workers compensation claims], injuries, damages, losses, and property damage,
   created or caused by Buyer, or Buyer's agents, employees, architects,
   designers, independent contractors, invitees, affiliates or related entities
   arising out of, directly or indirectly, such on site inspections or otherwise
   arising out of the presence of any of them upon the Property, and Buyer
   agrees to repair any damage or alteration in the Property's features or
   structures caused by said inspections.

28.DUE DILIGENCE INSPECTIONS - WAIVER OF CLAIMS AND RIGHT TO TERMINATE.
   Notwithstanding anything else contained in this Agreement to the contrary,
   Buyer and Seller agree that Buyer shall have until the earlier of (i)
   forty-five (45) days following the mutual execution of this Agreement, or
   (ii) Closing (the "Due Diligence Period"), to conduct whatever property
   inspections, physical tests, and any other inquiries Buyer deems necessary or
   advisable to confirm or determine the physical condition of the Property and
   the improvements located thereon and the value of Epicurean Enterprises,
   L.L.C. If, as a result of information first discovered during the conduct of
   this due diligence, Buyer reasonably disapproves of the condition of the
   Property or any of the improvements located thereon, then the Buyer shall
   have the right to terminate this Agreement and Seller and Escrow Agent shall
   promptly return to Buyer any monies received from Buyer, less any amounts
   necessary to correct any damages to the Property or the improvements located
   thereon caused by Buyer or Buyer's, agents, employees, or independent
   contractors. If Buyer does not give written notice of its disapproval of the
   condition of the Property or the improvements located thereon during the Due
   Diligence Period, then Buyer shall have no further claims or causes of action
   against Seller arising out of, or relating in any manner to, these matters,
   and shall be deemed to have waived all such claims or causes of action
   relating to the condition of the Property or the improvements located
   thereon.

29.ASSIGNMENT OF WARRANTIES AND CONTRACTS: The Seller agrees to assign to the
   Buyer all warranty rights and interests it has, if any, in all improvements
   and systems situated on the Property, including but not limited to parking
   lot, perimeter fence systems, security systems, sign systems, pole sign
   structural or illumination systems, parking lot illumination systems,
   landscaping, beverage dispensing, point of purchase systems, and sound
   systems.

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30.BUYER TO ESTABLISH ITS OWN ACCOUNTS: Buyer agrees to be responsible for
   establishing its own utility and insurance accounts at the time of Closing,
   or as soon thereafter as is practicable, and further agrees it has no
   interest in any utility deposit accounts of the Seller.

31.BUYER AND SELLER COOPERATION: Buyer and Seller agree to execute any and all
   documents [which do not conflict with the Seller or Buyer's representations
   or intents herein], which are reasonably required by Buyer, Seller, the Title
   Company, or third parties to further the intents of this Agreement.

32.APPLICABLE LAW, VENUE: This Agreement is to be performed in Phoenix, Arizona.
   This Agreement shall be governed by the internal substantive laws of the
   State of Arizona (without reference to choice of law principles) and, to the
   extent they preempt the laws of such state, the laws of the United States. In
   the event any litigation is commenced relating to this Agreement, the parties
   hereby irrevocably submit to the process, jurisdiction and venue of the
   courts of the State of Arizona, in and for the County of Maricopa, for the
   purpose of suit, action or other proceedings arising out of or relating to
   this Agreement and any such action shall be commenced only in such courts.

33.INDEPENDENT COUNSEL AND ATTORNEYS FEES: Each party agrees it is represented
   by independent counsel of its choice. Each party agrees it shall be
   responsible for its own attorney's fees in connection with this Agreement.

34.DOCUMENTS, REPORTS OR INFORMATION RELATED TO THE PROPERTY IN THE POSSESSION
   OF SELLER, ITS AGENTS OR ATTORNEY: The Seller agrees to provide the Buyer
   with the following documents within ten (10) days following the mutual
   execution of this Agreement, to the extent they are currently in the actual
   possession of Seller:

       (i)     Drawings, blueprints, "as built" documents related to 1902 N.
               Black Canyon Highway, Phoenix, Maricopa County, Arizona.

       (ii)    Copies of casualty insurance policy (policies) applicable to the
               Property during the past five (5) year period.

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       (iii)   2000, 2001, 2002 and 2003 Property Tax Statements.

       (iv)    Any Soils Tests/Environmental Studies or Reports referring to
               Property.

       (v)     Termite/Pest Inspections.

       (vi)    Reports of ordinance or state law violations at the Property
               within the past five years.

35.MEDIATION: In the event of a dispute between the parties concerning the
   subject matter of this Agreement the parties agree first to attempt to
   informally mediate their dispute prior to instituting any litigation.

36.THE FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT: The Foreign Investment in
   Real Property Tax Act ["FIRPTA"], IRC 1445, requires that every purchaser of
   U.S. real estate must, unless an exemption applies, deduct and withhold from
   the Seller's proceeds ten percent (10%) of the gross sales price. The primary
   exemption that might be applicable to this sale are: (a) Seller provides the
   Buyer-Purchaser with an affidavit under penalty of perjury, that Seller is
   not a "foreign person," as defined in FIRPTA. Seller and Buyer-Purchaser
   agree to execute and deliver as appropriate, any instrument, affidavit or
   statement, and to perform any acts reasonably necessary to carry out the
   provisions of FIRPTA and the regulations promulgated thereunder.

37.CONFIDENTIALTY: The BUYER and the SELLER agree to keep the terms and timing
   related to this Agreement confidential to the extent legally permissible.

38.FEES AND EXPENSES: Except as otherwise provided herein, the parties hereto
   shall bear their own costs and expenses incurred in connection with this
   transaction.

39.ASSIGNMENT. The benefits and burdens of this Agreement are personal in nature
   and no party shall assign this Agreement or any of its rights and obligations
   hereunder without the prior written consent of the other party.

40.SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the
   benefit of the parties hereto, their heirs, legal representatives, successors
   and permitted assigns.

41.NOTICES. Any notice, demand or request required or permitted to be given
   under any provision of this Agreement shall be in writing and

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<PAGE>

   delivered personally or by certified or registered mail (with return receipt
   requested, and postage prepaid) to the following address, or to such other
   address as either party may request by notice in writing to the other party:

                    If to SELLER:             Sacred Ground Resources, L.L.C.
                                              c/o Mr. Joseph Accomando
                                              4221 W. Dunlap, Suite 209
                                              Phoenix, Arizona 85051

                    With a copy to:           Mr. Peter Spiess
                                              SPIESS & SHORT, P.C.
                                              40 N. Central, Suite 1650
                                              Phoenix, Arizona 85004
                                              Attorney for Seller

                    If to BUYER:              VCG Real Estate Holdings, Inc.
                                              Attention: Troy Lowrie
                                              1601 W. Evans
                                              Denver, Colorado 80223

                    With a Copy to:           Michael Di Cavalcante, J.D.
                                              11724 Hemlock Drive
                                              Overland Park, KS. 66210
                                              Attorney for Buyer

42.ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
   understanding of the parties with respect to the subject matter hereof, and
   supersedes any and all prior agreements, understanding, negotiations and
   discussions between the parties and/or their counsel on the subject of this
   Agreement or topic(s) related to this Agreement. No amendment, modification
   or waiver of this Agreement shall be binding unless evidenced by an
   instrument in writing signed by the BUYER and SELLER.

43.CONSTRUCTION. The captions and headings of this Agreement are for convenience
   and reference only, and shall not control or affect the meaning or
   construction of this Agreement.

44.SEVERABILITY. The invalidity or unenforceability of any provisions of this
   Agreement shall not affect the validity or enforceability of any other
   provision hereof, and this Agreement shall be construed in all respects as if
   such invalid or unenforceable provision had been omitted. The invalidity

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   or unenforceability of any provision of this Agreement to any person or
   circumstance shall not affect the validity or enforceability of such
   provision as it may apply to any other persons or circumstances.

45.WAIVER. The failure in one or more instances of a party to insist upon
   performance of any of the terms, conditions and covenants set forth in this
   Agreement, or the failure of a party to exercise any right or privilege
   conferred by this Agreement, shall not thereafter be construed thereafter as
   waiving their right to insist upon performance of such terms, conditions or
   covenants or the rights to exercise such privileges and rights, which shall
   continue to remain in full force and effect as if no forbearance had
   occurred.

46.ATTORNEYS FEES. Attorneys' Fees: If either party to this Agreement should
   bring an action in any court of competent jurisdiction to enforce or obtain
   an interpretation of this Agreement, the prevailing party in that litigation
   shall be entitled to a judgment for the costs of the action and reasonable
   attorneys' fees incurred in prelitigation efforts to resolve the issues
   between the parties, investigation and research, as well as the attorneys
   fees associated with actual action following its commencement, in addition to
   any other relief granted by the court.

47.COUNTERPARTS. This Agreement may be executed in any number of counterparts,
   each of which shall be deemed an original instrument, but all of which
   together will constitute for all purposes one and the same instrument.

48.FACSIMILE SIGNATURE. The parties agree a facsimile signature shall be as
   effective as an original.

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49.SURVIVAL OF COVENANTS, REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION'S. All
   covenants, representations and warranties made by any party to this Agreement
   shall be deemed made for the purpose of inducing the other party to enter
   into this Agreement. The representations and warranties made by either party
   in this Agreement shall survive the Closing indefinitely.

50.DEFAULT UNDER THE AGREEMENT FOR SALE OF LLC MEMBERSHIP INTEREST: Any
   pre-closing default under the agreement for the Sale of Joseph Accomando's
   100% Membership Interest in Epicurean Enterprises, L.L.C. between Joseph
   Accomando ("Accomando"), as Seller, and VCG Holding Corp. of one hundred
   percent (100%)of the membership interests in Epicurean Enterprises, L.L.C.
   shall constitute a default under this Agreement. In the event there is a
   default by VCG Holding Corp. under the agreement for the Sale of Joseph
   Accomando's 100% Membership Interest in Epicurean Enterprises, L.L.C. which
   is not timely cured prior to Closing, then this Agreement shall immediately
   be deemed terminated.

51.GENERAL. All payments shall be in United States currency, wire transferred
   funds or certified funds. In addition to the respective obligations required
   to be performed under this Agreement, Seller and Buyer shall each perform, at
   the close of Escrow or from time to time thereafter, such other acts, and
   shall execute, acknowledge and/or deliver such other instruments, documents
   and other materials, as may be reasonably required in order to consummate the
   transaction described in this Agreement. It is understood and agreed that
   this provision shall not be deemed to require either party to perform any of
   the obligations of the other.

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52.TIME. Time is of the essence of this Agreement.

53.SELLER'S MAINTENANCE OF THE PROPERTY AS AN ADULT USE PRIOR TO CLOSING:
   Notwithstanding anything to the contrary in this Agreement, Seller's
   maintenance and control of the use(s) of Property prior to Closing, in the
   capacity of landowner, or the owner of Epicurean Enterprises, L.L.C., are the
   sole and exclusive endeavors and acts of the Seller. Seller agrees and
   acknowledges that the Buyer has not and will not play any role in the
   pre-closing:

       (i)     Maintenance or control of the Property or Property use(s).

       (ii)    Maintenance, control or direction of any employees, independent
               contractors or entertainers working or appearing at the Property
               prior to closing.

IN WITNESS WHEREOF, the parties have executed this Agreement for Purchase/Sale
of Real Estate as of the 5th day of March, 2003.

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         "SELLER"                                         "BUYER"

    SACRED GROUND  RESOURCES, L.L.C.,                  VCG REAL ESTATE
   An Arizona limited liability company                HOLDINGS, INC.,
                                                    A Colorado corporation


   /s/ Joseph Accomando                             /s/ Troy Lowrie
   -----------------------                          ---------------------
   By: Joseph Accomando, Managing                   By: Troy Lowrie, President
   and Authorized Member

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                                       24

<PAGE>

             SALE OF JOSEPH ACCOMANDO'S 100% MEMBERSHIP INTEREST IN
                         EPICUREAN ENTERPRISES, L.L.C.,
                     [An Arizona Limited Liability Company]

     THIS SALE AGREEMENT FOR JOSEPH ACCOMANDO'S 100% MEMBERSHIP INTEREST IN
EPICUREAN ENTERPRISES, L.L.C., hereinafter referred to as the "Agreement," is
made and entered into as of the 5th day of March 2003, by and between JOSEPH
ACCOMANDO, an unmarried man, hereinafter referred to as the "Seller," and VCG
HOLDING CORP., hereinafter referred to as the "Buyer."

                                    RECITALS

     WHEREAS, the Seller is, or will be at the closing of this transaction (the
"Close" or "Closing"), the owner of a 100% membership interest in Epicurean
Enterprises, L.L.C., an Arizona limited liability company, doing business as El
Patron at 1902 N. Black Canyon Freeway, Phoenix, Arizona; and,

     WHEREAS, the Seller intends and desires to sell, and the Buyer intends and
desires to purchase, all of Seller's 100% Membership Interest in Epicurean on
the terms and conditions hereinafter stated.

     NOW, THEREFORE, in furtherance of the parties intents and desires, and in
consideration of the premises and mutual covenants, conditions and agreements
between the parties as hereinafter set forth, and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties agree as follows:

                                    SECTION I

                                  TERMS OF SALE

     1.1  SALE OF MEMBERSHIP INTEREST: Seller shall sell to Buyer, and Buyer
          shall purchase and acquire from Seller, free of all liabilities and
          encumbrances, except those hereinafter expressly provided, and subject
          to all the terms and conditions hereinafter set forth, all of the
          right, title and interest of Seller in and to Epicurean, which will
          equal one hundred percent (100%) of all membership interests in
          Epicurean at the time of Close.

     1.2  ASSETS OF EPICUREAN: The Assets of Epicurean include, but are not
          limited to the following: A certain Arizona Series 6 Liquor License
          # 06070572 and the inventory and liquor currently situated at 1902 N.
          Black Canyon

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          Freeway, Arizona; These assets are currently utilized in the operation
          of an adult live entertainment establishment at 1902 N. Black Canyon
          Freeway, Phoenix, Arizona. A more precise itemization of Epicurean's
          assets that are included with this sale is set out in the attached
          Schedule A.

     1.3  EXCLUDED ASSETS: The following assets are excluded from this
          membership interest sale and shall be transferred from Epicurean to
          Accomando:

               (i)  All cash and amounts on deposit with financial institutions
                    at the time of closing.

               (ii) All utility deposits of Epicurean existing at the time of
                    Closing.

               (iii) All claims, rights and causes of action against third
                    parties accrued to Epicurean up to the moment of Closing.

               (iv) All credit card receivables accrued to Epicurean up to the
                    time of Closing.

     1.4  SIMULTANEOUS CLOSING CONDITIONS: This Agreement is conditioned on the
          simultaneous closing of this Agreement and the Sale-Purchase Agreement
          between Sacred Ground Resources, L.L.C., as Seller, and VCG Real
          Estate Holdings, Inc., as Buyer, of that real estate and all its
          improvements located at 1902 N. Black Canyon Freeway, Phoenix,
          Arizona. This condition may not be waived by either Buyer or Seller.

     1.5  TRADENAME: The Buyer will own the interest in the name "Epicurean
          Enterprises," however, there is no other name, tradename or logo that
          is a part of the assets involved in this sale.

     1.6  MEMBERSHIP PURCHASE PRICE: The parties agree the Purchase Price for
          all of the Seller's membership interest in Epicurean is One Hundred
          Thousand ($100,000.00) Dollars. The parties agree the value associated
          with the purchase of the above referenced Liquor License is
          $75,000.00. The parties further agree this Purchase Price shall be
          paid by the Buyer to the Seller as follows:

             Deposit on Execution
             of this Agreement                           $  10,000.00

             At Closing                                  $  90,000.00
             [The above payments are to be made by cashier's check]

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     1.7  INDEMNIFICATION: Seller agrees to indemnify Buyer and hold Buyer
          harmless as to any expenses, damages, losses, or liabilities incurred
          by Buyer as a direct result of claims, obligations, or liabilities
          attempted to be enforced against Epicurean after Closing for an event,
          act or omission that arose prior to Closing, or as a result of any
          breach of any of Seller's representations or warranties contained in
          this Agreement. To the extent Buyer is entitled to indemnification
          under this Section, such right may be enforced by means of an offset
          of such amount against amounts due under that certain promissory note
          entered into by VCG Real Estate Holdings, Inc. as the maker for the
          benefit of Sacred Ground Resources, L.L.C. as the holder in the
          principal amount of Two Million Four Hundred Thousand and No/100
          Dollars ($2,400,000.00).

     1.8  TRANSFER EXPENSES: The Buyer agrees to pay any expenses associated
          with any liquor license transfer or recording expenses or expenses
          related to notices to the State of Epicurean's change of Members,
          Agents or Officers.

     1.9  CLOSING DATE: The Closing Date for this transaction is five (5) days
          after complete satisfaction, or waiver by Buyer and Seller, of the
          Conditions contained in Section 5.2 of this Agreement. Closing shall
          occur at Transnation Title Insurance Company, 2390 East Camelback
          Road, Phoenix, Arizona (the "Escrow Agent"), or such other place as
          the parties agree in writing.

     1.10 BUYER POSSESSION OF THE ASSETS: Buyer's actual possession of the
          Assets in Exhibit B shall occur simultaneous with Closing this
          transaction and complete payment of the sums due at Closing pursuant
          to this Agreement.

     1.11 INCORPORATION OF EXHIBITS: The parties agree that all of the Exhibits
          referenced in this Agreement shall be incorporated into this Agreement
          and are as effective as integral and material parts of this Agreement.

                                   SECTION II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

Seller makes the following representations and warranties to Buyer. All
representations and warranties that are made are made to the best of Seller's
pre-closing knowledge and shall refer to the actual knowledge of Seller, as well
as the pre-closing officers and Members for Epicurean Enterprises, L.L.C. and
Joseph Accomando. These representations and warranties shall survive the
Closing.

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     2.1  ORGANIZATION: Seller represents and warrants that at the time of
          Closing, he will be the sole owner of 100% of the membership interests
          in Epicurean; that Epicurean is an Arizona limited liability company
          and duly organized, validly existing and in good standing under the
          laws of the State of Arizona, with all the requisite power and
          authority to conduct its lawful business in the State of Arizona, and
          otherwise to carry on an adult live entertainment establishment at
          1902 North Black Canyon Freeway, Phoenix, Arizona, and otherwise to
          carry on its operation and business as it is now being carried on at
          such location.

     2.2  ORGANIZATION AUTHORITY: The Seller has the necessary and requisite
          power and capacity to enter into this Agreement.

     2.3  NO VIOLATION OF ARTICLES OR OPERATING AGREEMENT: Neither the execution
          and delivery of this Agreement by the Seller, nor the performance by
          the Seller of his obligations hereunder, nor the consummation by him
          of the transactions contemplated by this Agreement (a) Violates any
          provision of the Articles of Organization or Operating Agreement of
          Epicurean, nor (b) to the best of the Seller's knowledge, does it
          violate any statute or law or any judgment, decree, order, regulation
          or rule of any court or government authority to which the Seller or
          Epicurean are subject, and which would have a material, adverse effect
          on Epicurean or the Buyer as Epicurean's owner.

     2.4  LITIGATION/CLAIMS: Seller has no actual knowledge of any litigation,
          claims, arbitration, or administrative proceeding pending or
          threatened against Epicurean or its assets, including its liquor
          license.

     2.5  KNOWLEDGE OF CURRENT VIOLATIONS/ADMINISTRATIVE ACTIONS INVOLVING
          EPICUREAN: Epicurean is not in violation of any law, regulation,
          consent order, order, judgment, injunction or decree against it the
          effect of which would be materially adverse to the Epicurean ownership
          in the hands of the Buyer.

     2.6  NO WARRANTIES: Seller makes no warranty of fitness for use or
          merchantability respecting the Assets set forth in Exhibit B. THIS
          PROVISION DOES NOT APPLY TO EPICUREAN'S LIQUOR LICENSE, WHICH IS
          WARRANTED BY SELLER TO BE CURRENT AND IN GOOD STANDING AND NOT SUBJECT
          TO ANY ADVERSE OR EQUITABLE CLAIMS AND ALSO NOT SUBJECT TO ANY PENDING
          ADMINISTRATIVE ACTIONS.

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     2.7  SELLER'S REPRESENTATION RESPECTING THE USE OF THE EPICUREAN BUSINESS
          PREMISE: The property located at 1902 N. Black Canyon Freeway is an
          "A-1" zoned District in Phoenix, and Epicurean has used these premises
          since November 2, 1998 as a "bar" and "adult live entertainment
          establishment," as those words in quotes are defined by the Phoenix
          Zoning Ordinances.

     2.8  DUTY TO COOPERATE. Seller and Seller's attorney will reasonably
          cooperate with the Buyer and Buyer's attorney to determine
          conclusively, prior to Closing, that the location of 1902 N. Black
          Canyon Freeway may lawfully be currently used as a "bar" and "adult
          live entertainment" establishment, as these terms are defined by the
          Phoenix Zoning Ordinance.

     2.9  SELLER'S REPRESENTATIONS RESPECTING TAX RETURNS. The Seller, as
          Managing Member of Epicurean, will cause to be filed and paid in a
          timely manner all applicable federal, state and local taxes related to
          income received from Epicurean up to and through December 1, 2002.
          Seller warrants that all tax returns filed or to be filed by or on
          behalf of Joseph Accomando, and related to income or loss from
          Epicurean are, or will be, substantially accurate, and to the best of
          Seller's knowledge will not result in any future claim against the
          assets of Epicurean in Buyer's hands. Seller also warrants that no
          examination of any of the tax returns of Joseph Accomando is pending,
          and that neither Epicurean or Joseph Accomando has been notified by
          any taxing authority of an intent to conduct an examination of any
          such tax return. Seller further warrants that Joseph Accomando is
          responsible for and will timely pay all income tax liabilities of
          Epicurean up to the date of Closing.

     2.10 TITLE TO ASSETS: Seller warrants that as of the Closing Epicurean has
          good, marketable unencumbered title to the Assets referred to herein
          free and clear of all liens, claims and encumbrances.

     2.11 CURRENT LEASE NOT IN DEFAULT: Seller warrants that neither he nor
          Epicurean are currently, and at the time of the Closing will not be,
          in default of any lease applicable to the Epicurean business premises.

     2.12 REPRESENTATIONS CONCERNING ENTERTAINERS WHO HAVE APPEARED, OR ARE
          APPEARING, AT EPICUREAN'S BUSINESS PREMISES: The Seller represents
          that Epicurean:

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               (i)  Has always properly classified workers, lessees, licensees,
                    employees, and independent contractors for tax and minimum
                    wage payment purposes.

               (ii) Has never, since the inception of the formal organizational
                    status of Epicurean, treated any topless performer appearing
                    on the Epicurean business premises as an employee of
                    Epicurean, or paid any employer's share of withholding tax
                    on the earnings of any such person.

               (iii)Has never, since the inception of the formal organizational
                    status of Epicurean been the object of any claim or suit by
                    any person or government entity asserting failure to pay
                    minimum wage to any person or report income or tips of any
                    person.

               (iv) The "Documents" included with this Agreement per Section 4.1
                    include every version of independent contractor, lease or
                    license agreement with any topless entertainer-performer who
                    has appeared or is appearing at Epicurean's business
                    premises.

     2.13 REPRESENTATIONS RESPECTING CUSTOMERS AND EMPLOYEES: The Seller makes
          no warranty or representation that the present customers of the
          business will continue patronizing his business following the Buyer's
          execution or closing of this Agreement, or that Epicurean's current
          employees will continue to remain as employees of Epicurean after the
          execution or Closing of this transaction.

     2.14 INSURANCE: Epicurean maintained in full force and effect a policy of
          general liability insurance until 2001, without any lapses in
          coverage.

     2.15 MEMBERSHIP OWNERSHIP: Seller's interest in Epicurean to be transferred
          hereunder represents one hundred percent (100%) of all the equitable,
          beneficial or legal interest in Epicurean Enterprises, L.L.C. There
          are no other interests in Epicurean that are outstanding or promised,
          and there are no options, warrants or debt instruments, nor any other
          interest in Epicurean Enterprises, L.L.C. that at Closing shall be,
          issued or outstanding.

     2.16 TERMINATION OF LEASE. At the time of Closing, any lease with Epicurean
          for the use of the property located at 1902 North Black Canyon
          Highway, Phoenix, Arizona shall be terminated by Seller and there
          shall

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          be no residual liability owed by or behalf of Epicurean related to
          such lease.

     2.17 COOPERATION. Accomando will promptly cooperate following the Closing
          with respect to any reasonably required paperwork necessary to notify
          and obtain approval by the Arizona Department of Liquor Licenses and
          Control of a change of agent and control of Licensee.

     2.18 LIQUOR LICENSE VALIDITY AND PRE-CLOSING CITATIONS: At the time of
          closing the Liquor License will be valid and in good standing and free
          of any pre-closing related violations. If there are violations that
          are served on the Buyer after closing which are related to pre-closing
          activity the Seller warrants and represents that he will pay the
          defense or penalty for such violations. Damages to Buyer related to
          pre-closing liquor license violations are subject to Offset as
          referenced in Section 1.7.

                                  SECTION THREE

                     REPRESENTATIONS AND WARRANTIES OF BUYER

          Buyer hereby covenants, represents and warrants to the Seller as
          follows:

     3.1  BUYER'S FINANCIAL ABILITY TO PURCHASE SELLER'S MEMBERSHIP INTEREST:
          Buyer has, or has immediate access to, funds sufficient to purchase
          the Seller's interest in Epicurean within the time periods, and within
          the manner and at the amounts specified in this Agreement.

     3.2  BINDING OBLIGATION OF BUYER: This Agreement is a legal, valid and
          binding obligation of the Buyer and any person executing this
          Agreement on behalf of Buyer represents and warrants that they have
          the requisite authority to execute this Agreement on behalf of Buyer
          and to bind Buyer to this Agreement.

     3.3  QUALIFICATIONS TO HOLD AN ARIZONA LIQUOR LICENSE. Buyer is familiar
          with Arizona liquor law regarding qualifications to hold an Arizona

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          liquor license and Buyer reasonably believes it is qualified and
          eligible to be a controlling person/entity of Arizona liquor license
          #06070572.

     3.4  NO VIOLATION: Neither the execution and delivery of this Agreement by
          the Buyer, the performance by the Buyer of its obligations hereunder,
          nor the consummation by him/it of the transactions contemplated by
          this Agreement will (a) violate any provision of the Articles of
          Incorporation or Bylaws of the Buyer, (b) to the best of the Buyer's
          knowledge, violate any statute, law, regulation, or any judgment,
          decree, order, regulation or rule of any court or government authority
          to which the Buyer is subject, or (c) violate or constitute a breach
          of any agreement to which the Buyer is subject.

     3.5  CORRECTIONS TO IDENTIFY NEW MEMBER: Buyer will delete and correct
          after Closing any materials or references it receives from third
          parties showing Joe Accomando as having any position or ownership of
          Epicurean, and further agrees to not hold itself or Epicurean out,
          after Closing, as having any connection with Joseph Accomando other
          than with respect to acts or omissions occurring prior to Closing.

     3.6  LEGAL REPRESENTATION. Buyer has consulted its own counsel respecting
          the terms and conditions of this Agreement.

     3.7  LEGAL CAPACITY. Buyer is a Colorado corporation duly organized,
          validly existing and in good standing under the laws of the State of
          Colorado and is properly qualified and authorized to do business in
          the State of Arizona.

     3.8  DUE DILIGENCE. The Buyer has visually inspected the Property and is
          familiar with A.R.S. Title 4, Chapter 6 of the Phoenix City Code, and
          the Phoenix Zoning Ordinance provisions respecting bars and adult live
          entertainment establishments. The Buyer specifically DOES NOT accept
          as conclusive any representations of the Seller that the 1902 N. Black
          Canyon property is in conformity with Phoenix law respecting
          separation requirements for so called adult businesses. This
          Agreement, as well as the aforementioned Real Estate Purchase
          Agreement, are conditioned on a "bar" and an "adult live entertainment
          establishment" being a lawful use of the 1902 N. Black Canyon property
          at the time of Closing. In the event that at Closing a "bar" and an
          "adult live entertainment" establishment is determined by Buyer to be
          a lawful use of the 1902 N. Black Canyon property, then the Buyer will
          be satisfied with respect to the probable risk, worth and potential of
          the membership interests it is purchasing and will consummate this
          purchase and sale. Neither Seller nor Epicurean Enterprises L.L.C.
          have made any express or implied representations or warranties as to
          the condition or value of Epicurean Enterprises L.L.C. Nothing
          contained in this subsection is intended in any way to negate or
          obviate any conditions to Closing or the

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          Seller's Representations and warranties set forth in this Agreement.
          Notwithstanding anything else contained herein, Buyer and Seller agree
          that Buyer shall have until the earlier of (i) forty-five (45) days
          following the mutual execution of this Agreement, or (ii) Closing (the
          "Due Diligence Period"), to conduct whatever property inspections,
          physical tests, and any other inquiries Buyer deems necessary or
          advisable to confirm or determine the physical condition of the
          Property and the improvements located thereon and the value of
          Epicurean Enterprises, L.L.C. If, as a result of information first
          discovered during the conduct of this due diligence, Buyer gives
          notice that it reasonably disapproves of the condition of the Property
          or any of the improvements located thereon, then the Buyer shall have
          the right to terminate this Agreement and Seller and Escrow Agent
          shall promptly return to Buyer any monies received from Buyer, less
          any amounts necessary to correct any damages to the Property or the
          improvements located thereon caused by Buyer or Buyer's, agents,
          employees, or independent contractors. If Buyer does not give written
          notice of its disapproval of the condition of the Property or the
          improvements located thereon during the Due Diligence Period, then
          Buyer shall have no further claims or causes of action against Seller
          arising out of, or relating in any manner to, these matters, and shall
          be deemed to have waived all such claims or causes of action relating
          to the condition of the Property or the improvements located thereon.

     3.9  CONTINUED USE. Following the Closing, Buyer and its successors or
          assigns, if any, will continue to use the Property for a "bar" and an
          "adult live entertainment" establishment and may use some portion of
          the Property for a "sexually oriented business," as those terms are
          defined in the City of Phoenix Code and Zoning Ordinances, in a manner
          that is consistent with all applicable statutes, regulations and
          ordinances issued or enforced by any governmental body, department or
          agency, including, without limitation, the Code of the City of
          Phoenix, Chapter 6 and Chapter 10, Art. XII, Sections 10-131 through
          10-148, and will not act or fail to act, nor will it permit any of its
          officers, directors, employees, agents, lessees, or independent
          contractors to act or fail to act, in any manner which would result in
          the inability to continue conducting any business on the Property
          which constitutes an "adult live entertainment" use.

     3.10 PROTECTION OF LIQUOR LICENSE. Following the Closing, the Buyer, its
          officers, employees, agents, lessees, and independent contractors will
          use their best faith efforts employing the highest standard of care to
          prevent any act, failure to act or violation of any statute,
          ordinance, regulation or code section of any governmental entity to
          occur which would effect or jeopardize in any material way the
          validity or value of Liquor License No. 06070572 or the ability of
          Seller or Sacred Ground Resources L.L.C. to subsequently obtain a
          Class 6 liquor license for the Property should Seller or Sacred

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          Ground Resources L.L.C. at any time after the Closing be entitled to
          conduct any business on the Property by virtue of a default by Buyer,
          VCG Real Estate Holdings, Inc., or their successors or assigns.

     3.11 SUBMITTAL ONLY WITH ACCOMANDO APPROVAL. Neither Buyer, nor VCG Real
          Estate Holdings, Inc., nor any of their respective officers,
          directors, employees, or agents will, at any time prior to the
          Closing, (i) submit any written registrations, applications, emails,
          letters, memorandum, or any other written documents or materials to
          any governmental or quasi-governmental entity or agency located in the
          State of Arizona unless such written material has been approved, in
          its entirety, by Joseph Accomando, in his sole and absolute
          discretion, nor (ii) meet with or conduct any telephonic conference
          or telephone call with any person or persons in any governmental or
          quasi-governmental entity or agency in the State of Arizona unless the
          subject matter of such meeting or discussions and the approach to be
          taken have first been discussed with, and approved by, Joseph
          Accomando, in his sole and absolute discretion, and Joseph Accomando
          is then present during any such meeting or discussion, whether by
          phone or in person.

                                  SECTION FOUR
                                  ------------

                              ADDITIONAL COVENANTS

     4.1  DOCUMENTS ON AGREEMENT EXECUTION: On execution of this Agreement the
          Buyer and Seller shall each receive a fully executed copy of this
          Agreement, all Exhibits and Attachments to this Agreement including
          the following Documents:

          Document Number 1          Articles of Organization of Epicurean.
          Document Number 2          Operating Agreement of Epicurean.
          Document Number 3          Copy of all versions of independent
                                     contractor agreements used with
                                     entertainers at the Epicurean business
                                     premises.
          Document Number 4          All Books and Records of Epicurean,
                                     including evidence of all required
                                     regulatory filings, in the possession of
                                     Seller or Seller's attorneys, and all
                                     records required to be maintained by a
                                     liquor licensee pursuant to Title 4 of the
                                     Arizona Revised Statutes and any
                                     regulations promulgated thereto.
          Document Number 5          Copies of Epicurean casualty insurance
                                     policies during the period from 1998 until
                                     2001.
          Document Number 6          Copies of all original licenses and permits
                                     in the name  of  Epicurean Enterprises,
                                     L.L.C. or referencing 1902 North Black
                                     Canyon  Freeway  [including Liquor License
                                     # 06070572], with the originals to be
                                     provided to Seller at the Closing.

     4.2  CLOSING DOCUMENTS. In addition to the above, at Closing Date the
          Seller shall deliver to the Buyer the following:

               (i)  Any existing maintenance and/or warranty records related to
                    Assets conveyed by this Agreement.

               (ii) Certified Minutes of Epicurean acknowledging the sale of the
                    100% membership interest of Joseph Accomando to VCG Holding
                    Corp., a change of statutory

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                    and Liquor Agent, and accepting resignations of current
                    Officers and acknowledging this sale.

               (iii)Completed Change of Agent notice as required by the Arizona
                    Department of Liquor Licenses prepared by Buyer and signed
                    by Seller.

               (iv) A Change of Statutory Agent prepared by Buyer and signed by
                    Seller on behalf of Epicurean Enterprises, L.L.C.

               (v)  Any other document reasonably required by Buyer, Seller,
                    their attorneys, and any closing agent involved in this
                    transaction.

     4.3 BUYER TO DELIVER TO SELLER: At Closing the Buyer shall deliver to the
         Seller the following:

               (i)  Cashiers' check in the amount $90,000.00 payable to Joseph
                    Accomando.

               (ii) Financing statement and agreement together with an executed
                    UCC-1 securing with all of the current and future assets of
                    Epicurean the performance of the Real Estate Sale-Purchase
                    Agreement and the Promissory Note executed in connection
                    therewith.

                                  SECTION FIVE
                                  ------------

     5.1  SELLER'S MAINTENANCE OF USE OF PROPERTY AS A PHOENIX "ADULT LIVE
          ENTERTAINMENT" ESTABLISHMENT: Buyer has informed the Seller that
          Buyer's sole intended use of the 1902 N. Black Canyon Freeway property
          is as a "bar" and an "adult live entertainment establishment." Without
          Buyer's right and ability at the time of closing to so use the
          Property, the Buyer would have no use for the Property or the Seller's
          interest in Epicurean. Therefore, for this Agreement to close the 1902
          Black Canyon Freeway property must, at the time of closing, be
          permitted, under Phoenix Ordinances and Zoning Code, to open and
          operate a "bar" and an "adult live entertainment establishment."
          Because of these circumstances, the Buyer and Seller agree that:

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               (i)  Seller will maintain its use of the Property as an "adult
                    live entertainment' establishment per the Phoenix City Code
                    and Zoning Ordinance until the Closing, and,

               (ii) Buyer will reimburse the Seller for the cost of exhibiting
                    at the Property live, topless adult entertainment with the
                    character and frequency required to maintain "adult live
                    entertainment" use status under the Phoenix City Code and
                    Zoning Ordinance. Any monies paid pursuant to this provision
                    shall not be credited against the Purchase Price.

     5.2  CONDITIONS OF THIS SALE: In addition to the condition set forth in
          Section 1.4 of this Agreement, the obligations of the Buyer to perform
          hereunder are conditioned on the satisfaction of each of the following
          (all or any part of which may be waived by both the Buyer and the
          Seller, acting jointly) on or prior to the Closing Date:

              (i)    The Representations and Warranties of the Seller contained
                     in this Agreement shall be true and correct.

              (ii)   The approval by Buyer of any documents ancillary to this
                     Agreement.

              (iii)  As of Closing that a "bar" and an "adult live entertainment
                     establishment," as those terms are defined by the Phoenix
                     City Code and Zoning Ordinance, are all currently lawful
                     and

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                     "permitted uses" of the Property pursuant to the City of
                     Phoenix Ordinances, Phoenix Zoning Code and Arizona state
                     law.

              (iv)   That prior to Closing the Seller provide to Buyer's
                     attorney, Michael Di Cavalcante, any and all records of
                     Epicurean in Seller's possession referring to:

                     a)  Classification of topless entertainers who have
                         appeared or are appearing at Epicurean's business
                         premises; and,

                     b)  Agreements between Epicurean and topless entertainers
                         who have appeared or are appearing at Epicurean's
                         business premises respecting their status with
                         Epicurean as "employees" or "independent contractors."

              (v)    That as of Closing the Buyer is permitted by law,
                     regulation, and/or license grant or transfer, to
                     immediately operate at the Property a "bar" and an "adult
                     live entertainment establishment" as those terms are
                     defined by the Phoenix City Code and Zoning Ordinance,
                     unless such use is prohibited or restricted as the result
                     of the direct or indirect acts or omissions of the Buyer,
                     its officers, directors, shareholders, employees, or
                     agents.

              (vi)   That prior to Closing, Joseph Accomando, [who will be the
                     sole Member of EPICUREAN ENTERPRISES, L.L.C. at the time of
                     Closing] has agreed to indemnify the Buyer for any losses
                     or damages suffered by the Buyer as a result of any Seller

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                     misrepresentations, fraud, or Seller caused performance
                     failures related to this Agreement.

              (vii)  That the Buyer has acquired, to its reasonable
                     satisfaction, all final permits, licenses, and approvals
                     from all regulatory bodies or agencies required to permit
                     the Buyer to lease, own, use, and operate the Property or
                     business at 1902 N. Black Canyon Freeway, Phoenix, Arizona
                     as an "adult live entertainment" establishment, as that
                     quoted term is defined by Arizona law and the Phoenix City
                     Code and Zoning Ordinance.

          In the event Buyer does not close the Agreement for the purchase of
          the membership interest of Seller in Epicurean solely as the result of
          any failure of any of the foregoing conditions, then any deposit paid
          by Buyer toward the purchase of Seller's interest in Epicurean shall
          be promptly returned to Buyer by written request to the closing
          agent/escrowee of such deposit stating under oath that this Agreement
          will not close because of a failure of one of the above conditions and
          setting forth with specificity the condition which has failed and the
          exact manner in which there has been a failure of that condition, and
          the Escrowee shall honor this written request.

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                                   SECTION SIX

                                  MISCELLANEOUS

     6.1  CONFIDENTIALTY: The Buyer and the Seller agree to keep the terms and
          timing related to this Agreement confidential to the extent legally
          permissible and practically possible.

     6.2  COOPERATION: Buyer and Seller agree to reasonably cooperate with one
          another to assure a smooth transition of the business license,
          ownership and control from Seller to Buyer.

     6.3  FURTHER ASSURANCES: Seller and Buyer jointly and severally agree to
          use their best efforts to obtain any consents or approvals by any
          third party or Government authority or agency which are required or
          reasonably deemed desirable by Buyer in connection with the completion
          of the transactions contemplated by this Agreement.

     6.4  FEES AND EXPENSES: Except as otherwise provided herein, the parties
          hereto shall bear their own costs and expenses incurred in connection
          with this transaction.

     6.5  BROKERAGE. The Buyer and Seller agree, represent and warrant that
          there is NO brokerage obligation or relationship related to this
          transaction.

     6.6  NOTICES TO THIRD PARTIES, VENDORS. Following the Closing Date the
          Seller will notify all persons-entities-government agencies and
          regulatory authorities which had any business or regulatory
          relationship with the Seller that the Seller has sold his interest in
          Epicurean, and that the Seller is no longer involved in any business
          at the 1902 N. Black Canyon Freeway, Phoenix, Arizona.

     6.7  BULK SALES. The parties agree UCC Bulk Sales provisions are not
          applicable.

     6.8  ASSIGNMENT. The benefits and burdens of this Agreement are personal in
          nature and no party, except as provided in Section 7.4, shall assign
          this Agreement or any of its rights and obligations hereunder without
          the prior written consent of the other party.

     6.9  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
          to the benefit of the parties hereto, their heirs, legal
          representatives, successors and permitted assigns.

     6.10 PRESERVATION OF THE BUSINESS. Without purporting to make any

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          commitment, Seller shall exercise all reasonable efforts to: (i)
          preserve the present relationship of Epicurean with all persons having
          business dealings with Epicurean; and, (ii) preserve and maintain in
          force all licenses, permits, registrations, franchises, and other
          similar rights applicable to up until Closing and to reasonably
          accommodate the efforts and activities of Buyer to accomplish a change
          of liquor agent, statutory agent, and transfer of a controlling
          interest in Epicurean Enterprises, L.L.C. from Joseph Accomando to
          Buyer.

     6.11 NOTICES. Any notice, demand or request required or permitted to be
          given under any provision of this Agreement shall be in writing and
          delivered personally or by certified or registered mail (with return
          receipt requested, and postage prepaid) to the following address, or
          to such other address as either party or their legal representative
          may request by notice in writing to the other party:

               If to Seller:                      Epicurean Enterprises, L.L.C.
                                                  c/o Mr. Joseph Accomando
                                                  4221 W. Dunlap, Suite 209
                                                  Phoenix, Arizona 85051

               With a copy to:                    Mr. Peter Spiess
                                                  SPIESS & SHORT, P.C.
                                                  40 N. Central, Suite 1650
                                                  Phoenix, Arizona 85004
                                                  Attorney for Seller

               If to Buyer:                       VCG HOLDING CORP.
                                                  Attn:  Michael Ocello
                                                  1601 W. Evans, Suite 200
                                                  Denver, Colorado 80223

               With a Copy to:                    Michael Di Cavalcante, J.D.
                                                  11724 Hemlock Drive
                                                  Overland Park, KS. 66210
                                                  Attorney for Buyer

     6.12 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
          understanding of the parties with respect to the subject matter
          hereof, and supersedes any and all prior agreements, understanding,
          negotiations and discussions between the parties and/or their counsel
          on the subject of this Agreement or topic(s) related to this
          Agreement. No amendment,

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          modification or waiver of this Agreement shall be binding unless
          evidenced by an instrument in writing signed by the Buyer and Seller.

     6.13 CONSTRUCTION. The captions and headings of this Agreement are for
          convenience and reference only, and shall not control or effect the
          meaning or construction of this Agreement.

     6.14 APPLICABLE LAW, VENUE: This Agreement is to be performed in Phoenix,
          Arizona and shall be governed by the internal substantive laws of the
          State of Arizona (without reference to choice of law principles) and,
          to the extent they preempt the laws of such state, the laws of the
          United States. In the event any litigation is commenced relating to
          this Agreement, the parties hereby irrevocably submit to the process,
          jurisdiction and venue of the courts of the State of Arizona, in and
          for the County of Maricopa, for the purpose of suit, action or other
          proceedings arising out of or relating to this Agreement and any such
          action shall be commenced only in such courts.

     6.15 SEVERABILITY. The invalidity or unenforceability of any provisions of
          this Agreement shall not effect the validity or enforceability of any
          other provision hereof, and this Agreement shall be construed in all
          respects as if such invalid or unenforceable provision had been
          omitted. The invalidity or unenforceability of any provision of this
          Agreement to any person or circumstance shall not affect the validity
          or enforceability of such provision as it may apply to any other
          persons or circumstances.

     6.16 WAIVER. The failure in one or more instances of a party to insist upon
          performance of any of the terms, conditions and covenants set forth in
          this Agreement, or the failure of a party to exercise any right or
          privilege conferred by this Agreement, shall not thereafter be
          construed thereafter as waiving their right to insist upon performance
          of such terms, conditions or covenants or the rights to exercise such
          privileges and rights, which shall continue to remain in full force
          and effect as if no forbearance had occurred.

     6.17 ATTORNEYS FEES. If either party to this Agreement should bring an
          action in any court of competent jurisdiction to enforce or obtain an
          interpretation of this Agreement, the prevailing party in that
          litigation shall be entitled to a judgment for the costs of the action
          and reasonable attorneys' fees incurred in prelitigation efforts to
          resolve the issues between the parties, investigation and research, as
          well as the attorneys fees associated with actual action following its
          commencement, in addition to any other relief granted by the court.

     6.18 MEDIATION. In the event of a dispute between the parties concerning
          the

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          subject matter of this Agreement the parties agree to first to attempt
          to informally mediate their dispute prior to instituting any
          litigation.

     6.19 COUNTERPARTS. This Agreement may be executed in any number of
          counterparts, each of which shall be deemed an original instrument,
          but all of which together will constitute for all purposes one and the
          same instrument.

     6.20 FACSIMILE SIGNATURE. The parties agree a facsimile signature shall be
          as effective as an original.

     6.21 AGREEMENT NOT TO COMPETE. The Seller agrees that for a period of three
          years after the Closing Date he will not, directly or indirectly, own
          or have any interest in an adult oriented nightclub or bar within
          three (3) miles of the Property. Buyer acknowledges that Seller has
          unique skills and abilities to locate and qualify properties that may
          be profitably used for adult entertainment purposes. In order to
          induce Seller to locate and qualify such properties that are located
          within the Phoenix Metropolitan area and to bring such properties to
          the attention of VCG Real Estate Holdings, Inc., the entity from whom
          Buyer will lease the property located at 1902 North Black Canyon
          Highway, Phoenix, Arizona, Buyer acknowledges and agrees that if
          Seller locates any such property located within the Phoenix
          Metropolitan area during the period of three (3) years following the
          Closing, Seller will give VCG Real Estate Holdings, Inc. the first
          right of refusal (the "First Right of Refusal") to purchase or lease
          such property (the "Offered Property") upon such terms and at a
          purchase/lease price and additional compensation to Accomando as are
          satisfactory to Accomando in his sole discretion (the "Offered
          Terms"). Buyer shall have a period of fifteen (15) days after being
          provided, in writing, with the Offered Terms to exercise its First
          Right of Refusal by entering into a binding letter of intent or
          contract with Accomando or, at Accomando's sole discretion, the owner
          of such property, containing the Offered Terms. If Buyer does not
          exercise its First Right of Refusal within such fifteen (15) day
          period, then Accomando shall be free to offer the Offered Property to
          any other person or entity upon terms no more favorable than the
          Offered Terms and Buyer agrees that neither Buyer nor any person or
          entity related in anyway to Buyer shall purchase or lease, or attempt
          to purchase or lease, the Offered Property, or any interest therein,
          for a period of five (5) years.

     6.22 ASSISTANCE OF COUNSEL. Buyer states that it has had the assistance and
          counsel of Michael Di Cavalcante, Esq. in the review of the terms and
          conditions of this Agreement; The Seller states that it has had the

                                                                       Initials:

                                                                          /s/ TL
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                                                                          /s/ JA
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          assistance of Peter Spiess, Esq. in the review of the terms and
          conditions of this Agreement.

     6.23 SURVIVAL OF COVENANTS, REPRESENTATIONS, WARRANTIES AND
          INDEMNIFICATION'S. All covenants, representations and warranties made
          by any party to this Agreement shall be deemed made for the purpose of
          inducing the other party to enter into this Agreement. The
          representations and warranties made by either party in this Agreement
          shall survive the Closing indefinitely.

                                  SECTION SEVEN

               AGREEMENT TERMINATION, BREACH, FAILURE TO PERFORM,
                         DEFAULT AND LIQUIDATED DAMAGES

     7.1  BUYER'S TERMINATION PRIOR TO CLOSING. If the Buyer terminates this
          Agreement prior to Closing for a reason other than (i) the failure of
          a Condition in this Agreement not subject to the provisions of Section
          7.5 of this Agreement, (ii) Sacred Ground Resources, LLC.'s failure to
          close the real estate transaction with VCG Real Estate Holdings, Inc.,
          or (iii) a material change in the character of the assets involved in
          this transaction or a material change in the real estate located at
          1902 N. Black Canyon Freeway, Phoenix, Arizona, then, as a condition
          precedent to such termination, Buyer shall pay Seller, as Seller's
          liquidated damages (a) all of Seller's attorneys' fees (not to exceed
          $20,000.00) incurred in the negotiation and drafting of documents
          relating to the transaction contemplated by this Agreement and the
          real estate purchase agreement by and between VCG Real Estate
          Holdings, Inc., as the buyer, and Sacred Ground Resources L.L.C., as
          the seller, and (ii) a sum equal to the mortgage payments paid by
          Sacred Ground Resources L.L.C. for the Property for the months of
          January, 2003 through the month in which Buyer elects to terminate and
          pays these amounts, or (b) specific performance.

     7.2  SELLER'S TERMINATION PRIOR TO CLOSING: If Seller terminates this
          Agreement prior to Closing for any reason, including death, the Buyer
          shall have the option of seeking, as a remedy for breach, either
          specific performance of this Agreement, or recovering its attorney's
          fees (not to exceed $5,000.00) incurred in the negotiation and
          drafting of documents relating to the transaction contemplated by this
          Agreement and the real estate purchase agreement by and between VCG
          Real Estate Holdings, Inc., as the buyer, and Sacred Ground Resources
          L.L.C., as the seller, as its liquidated damages from Seller.

                                                                       Initials:

                                                                          /s/ TL
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                                                                          /s/ JA
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     7.3  DEFAULT UNDER THE VCG HOLDING, INC. PURCHASE AGREEMENT: This
          transaction shall be deemed terminated if the transaction between
          Sacred Ground Resources, LLC and VCG Real Estate Holdings, Inc.,
          respecting the sale-purchase of 1902 N. Black Canyon Freeway, Phoenix,
          Arizona does not close simultaneous with the closing of this
          transaction.

          CHANGE IN CONTROLLING PERSON. Notwithstanding anything above to the
          contrary, upon Closing the Buyer will notify the Arizona Department of
          Liquor Licenses and Control within the statutory period allowed that
          the controlling interest in Epicurean Enterprises has been acquired by
          VCG HOLDING CORP. from Joseph Accomando. If thereafter the Department
          notifies the Buyer that VCG Holding Corp. or any of its owners,
          shareholders or officers are is not acceptable as a controlling
          person, the Buyer is free to convey its interest in Epicurean to
          another party or entity who is acceptable to the Arizona Department of
          Liquor Licenses and Control.

     7.5  BUYER'S ACTS. Buyer agrees that it waives any condition contained in
          this Agreement and Seller shall not be liable for the breach of any
          covenant or representation contained herein, if the failure of such
          condition or the breach of such covenant or representation is caused
          or frustrated by the acts or omissions of the Buyer, its affiliates or
          related entities, or the officers, directors, shareholders, members,
          partners, agents, independent contractors, or employees of any of
          them.

                                                                       Initials:

                                                                          /s/ TL
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                                                                          /s/ JA
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<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement for the Sale
     Of Joseph Accomando's 100% Membership Interest In Epicurean Enterprises,
     L.L.C. as of the 5th day of March, 2003.

        "SELLER"                                 "BUYER"

                                              VCG HOLDING CORP.

/s/ Joseph Accomando                          By: /s/ Troy Lowrie
------------------------------                   ---------------------
Joseph Accomando                                 Troy Lowrie, CEO

                                                                       Initials:

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