Exhibit
10.7


 


GROUND LEASE AGREEMENT


 


THIS LEASE is made the 29th
day of October, 2007, to be effective upon the Effective Date as defined in the
Stock Purchase Agreement executed by the parties hereto simultaneously with the
execution of this Ground Lease Agreement, by and between VCG Holding Company, a
Colorado corporation (“VCG” or “Tenant”), and Bryan S. Foster (“Landlord”).


 


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


 


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


 


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


 


ARTICLE I


TERM OF
LEASE AND USE OF PREMISES


 


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


 


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


 


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


 


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


 


(INITIALED: BF,
MO)


 

















 


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


 


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


 


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


 


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


 


(INITIALED: BF, MO)


 

















 


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


 


ARTICLE
II


ADDITIONAL
RENT


 


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


 


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


 


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


 


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


 


(INITIALED:  BF, MO)


 

















 


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


 


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


 


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


 


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


 


ARTICLE
III


REPAIRS
AND MAINTENANCE


 


3.1            Maintenance.


 


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


 


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


 


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


 


ARTICLE
IV


OPTION


 


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


 


(INITIALED:  BF, MO)


 

















 


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


 


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


 


ARTICLE V


LOSS OR DESTRUCTION


 


5.1           Loss
or Destruction. Pursuant to a Stock Purchase Agreement dated October 29,
2007, having an Effective Date as defined in said Stock Purchase Agreement
(“Purchase Agreement”), VCG will purchase the building currently erected on the
Leased Premises. Should the building be destroyed or damaged by fire or other
disaster, Tenant shall have the option as follows:


 


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


 


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


 


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


 


ARTICLE VI EARLY TERMINATION


 


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


 


(INITIALED:  BF, MO)


 

















 


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


 


ARTICLE
VII


CONDEMNATION


 


7.1           Condemnation/Eminent Domain.


 


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

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


 


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


 


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


 


(INITIALED: BF, MO)


 

















 


ARTICLE VIII ENVIRONMENTAL/HAZARDOUS

SUBSTANCES


 


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


 


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


 


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


 


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


 


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


 


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


 


(INITIALED: BF, MO)


 

















 


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


 


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


 


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


 


8.10          General Environmental Compliance
Clauses


 


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


 


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


 


(INITIALED: BF, MO)


 
















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


 


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


 


ARTICLE
IX


GENERAL
PROVISIONS


 


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


 


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


 


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


 


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


 


(INITIALED: BF, MO)


 

















 


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


 


9.5            Tenant’s Default.


 


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


 


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


 


(INTIALED: BF, MO)


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(INITIALED: BF, MO)


 

















 


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


 


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


 


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


 


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


 


9.16


 


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


 


If to
VCG Corporation:


 


c/o
Troy Lowry


390
Union Blvd., Suite 540


Lakewood,
CO 80228


 


Copy to:


 


Michael Ocello


1401 Mississippi Ave.,
Suite 10


Sauget, IL 62201


 


Copy to:


Martin A. Grusin


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


780 Ridge Lake Blvd.,
Suite 202


Memphis, TN 38120


 


(INITIALED: BF, MO)


 

















 


If to Landlord


 


Bryan S. Foster


2171 Manana Drive


Dallas, TX 75220


 


Copy to:


Kevin Richardson


6716 Valley View Lane


Sachse, TX 75048


 


With additional copy to:


Art Selander, Esq.


Quilling, Selander,
Cummiskey & Lownds, P.C


2001 Bryan Tower, Ste.
1800


Dallas, TX 75201


 


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


 


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


 


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


 


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


 


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


 


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


 


(INITIALED: BF, MO)


 

















 


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


 


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


 


9.24          Condition Precedent. This Lease
is expressly contingent upon the execution of and payment of the Purchase Price
under that certain Stock Purchase Agreement dated October 29, 2007, to be
effective on the Effective Date as defined in said Stock Purchase Agreement by
and among VCG Holding Company, a Colorado corporation and Manana Entertainment,
Inc., a Texas corporation, d/b/a Jaguar’s Gold Club Dallas, and Bryan S.
Foster. Absent execution of and payment of the Purchase Price under the
aforementioned Stock Purchase Agreement, this Lease is void ab initio, does not
bind the parties and does not create any right, claim or liability by or
between the parties hereto.


 


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


 


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


 


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


 


(INITIALED: BF, MO)


 

















 


 


	
   

  	
  /s/ BF

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 


IN WITNESS WHEREOF, the
parties have executed or have caused this Lease to be executed on October 29,
2007, to be effective as of the Effective Date as defined in the Stock Purchase
Agreement executed simultaneously by the parties hereto.


 


	
   

  	
  LANDLORD:  BRYAN S. FOSTER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Bryan S.
  Forster

  	
   

  
	
   

  	
  BRYAN S. FOSTER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:  VCG HOLDING COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
       /s/Micheal L. Ocello

  	
   

  
	
   

  	
  ITS:

  	
     President

  	
   

  
							



 


(INITIALED: BF,
MO)


 

















 


MEMORANDUM
OF DEED OF GROUND LEASE


AND
KEY PROVISIONS SUMMARY


 


	
  Effective Date:

  	
   

  	
                 ,
  2007

  
	
   

  	
   

  	
   

  
	
  Landlord:

  	
   

  	
  Bryan S. Foster

  
	
   

  	
   

  	
   

  
	
  Tenant:

  	
   

  	
  VCG Holding Company, a
  Colorado corporation

  
	
   

  	
   

  	
   

  
	
  Land and Leased
  Premises:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Notices:

  	
   

  	
  Landlord:

  	
   

  	
  Tenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bryan S. Foster

  2171 Manana Drive  

  Dallas, Texas 75248

  	
   

  	
  VCG Corporation  

  c/o Troy Lowry  

  390 Union Blvd., Suite 540  

  Lakewood, CO 80228

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kevin Richardson  

  6716 Valley View Lane  

  Sachse, TX 75048  

  

  Art Selander, Esq.  

  Quilling, Selander, 

  Cummiskey & Lownds, 

  P.C.  

  2001 Bryan Street, Suite 

  1800  

  Dallas, TX 75201

  	
   

  	
  VCG Holding Corp.  

  c/o Michael Ocello  

  1401 Mississippi Ave., Suite 10  

  Sauget, IL 62201  

  

  Martin A. Grusin  

  The Law Offices of Martin A. 

  Grusin, P.C.  

  780 Ridge Lake Blvd., Suite 202  

  Memphis, TN 38120

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lease Commencement
  Date:

  	
   

  	
                         ,
  2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rent Commencement Date:

  	
   

  	
                         ,
  2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expiration Date
  (Initial Term):

  	
   

  	
                         31,
  2012

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lease Term:

  	
   

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

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

  
	
   

  	
   

  	
   

  
	
  Initial Monthly Rent:

  	
   

  	
  $25,000.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2nd Term Monthly Rent:

  	
   

  	
  (if renewed) $27,500.00

  	
   

  	
   

  



 


(INITIALED: BF, MO)


 


 

















 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3rd Term Monthly Rent:

  	
   

  	
  (if renewed) $30,250.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4th Term Monthly Rent:

  	
   

  	
  (if renewed) $33,275.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5th Term Monthly Rent:

  	
   

  	
  (if renewed) $36,602.50

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permitted Uses:

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Broker

  	
   

  	
  None

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
  Exhibit “A” - Legal
  Description

  	
   

  	
   

  



 


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


 


(INITIALED: BF, MO)


 

















 


 


	
   

  	
   

  	
  LANDLORD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
   

  	
  BRYAN
  S. FOSTER

  
	
   

  	
   

  
	
   

  	
   

  
	
  STATE OF TEXAS

  	
  §

  
	
  COUNTY OF DALLAS

  	
  §

  
				



 


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


 


 


	
   

  	
  /s/ Linda Miller

  	
   

  
	
   

  	
   

  	
  Notary Public, State of
  Texas

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  TENANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VCG
  CORPORATION

  
					



 


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


 


 


	
   

  	
  By:

  	
  /s/ Micheal L. Ocello

  	
   

  
	
   

  	
   

  	
  Michael Ocello,
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  STATE OF TEXAS

  	
  §

  
	
  COUNTY OF DALLAS

  	
  §

  
	
   

  	
   

  
					



 


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


 


 


	
   

  	
  /s/ Christine M. Price

  	
   

  
	
   

  	
   

  	
  Notary Public, State of
  Texas

  
				



 


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