Exhibit
10.2


 


ASSIGNMENT
AGREEMENT


 


This
Assignment Agreement, (“the Assignment”) dated as of  December 21, 2007, between VVSM, Inc.,
(“Assignor”), and VCG Holding Corporation, Inc., a Colorado Corporation (“Assignee”). Whereas, Assignor has agreed to sell
and/or transfer all of its right, title and interest in the intellectual property listed on Exhibit A
attached hereto, (hereinafter the “IP”) to the Assignee, and whereas, the Assignee has agreed to purchase
and accept the same for the consideration defined below:


 


NOW,
THEREFORE, in consideration of, among other things, payment by Assignee of the purchase price of One Million Five Hundred Thousand Dollars
($1,500,000), the receipt and sufficiency of which are hereby acknowledged,
Assignor and Assignee agree as follows:


 


1.            Assignment of
Intellectual Property.


 


a.                                        Effective as of December 21, 2007, Assignor sells, transfers, conveys,
assigns and delivers to Assignee all right
title and interest of Assignor in and to the IP and the goodwill
associated with it.


 


b.                                       Assignor shall
cause to be delivered or made available to the Assignee such additional documents as the Assignee may reasonably
require to complete the sale and
purchase of the intellectual property and to do such other things reasonably necessary
to give full affect to this agreement.


 


c.                                        Assignee shall cause to be delivered or made available to Assignor such
additional documents as Assignor may reasonable require to
complete the sale and purchase of the
intellectual property and do such other things reasonably necessary to give
full affect to this agreement.


 


d.                                       Assignor warrants that it has the power to assign and transfer to
Assignee the IP which is subject to this agreement and which is being
transferred to Assignee. Assignor further
warrants there are no actions, suits, claims, or proceedings pending, or threatened, which might have a material or adverse effect upon the IP
or the use thereof.


 


e.                                        All of the representations, warranties, covenants and agreements made
in this Agreement or contained in the documents furnished herewith shall
survive the closing date and shall be
applicable and effective notwithstanding the closing.


 


f.                                          This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.


 


g.                                     This Agreement constitutes the entire agreement of the parties hereto with respect to the subject
matter hereof.


 


 

















 


 


h.                                     This Agreement
shall be governed by and construed in accordance with the laws of the State of
Colorado and any legal action or proceeding arising out of this Agreement or the transactions contemplated hereby
shall be brought only in the District Court for the City and County of
Denver.


 


IN WITNESS WHEREOF, Assignor and Assignee have
caused this assignment to be duly executed as of the date and year
first written above.


 


	
  “Assignor”

  	
   

  	
  “Assignee”

  
	
  By:

  	
  /s/
  Lance Migliaccio

  	
   

  	
  By:

  	
  /s/
  Troy Lowrie

  
	
  Lance C. Migliaccio, President

  	
   

  	
  Troy Lowrie, President

  
					



 

















 


 


Exhibit A


 


Intellectual Property


 


	
  1.

  	
   

  	
  The URLs attached hereto.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Promotional materials, pricing
  information, employee handbooks, guidelines and proprietary information developed for the operation of La Boheme
  Gentlemen’s Cabaret.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  The Assignment does not include any Pay Per View
  events and Brickhouse Mobile content.

  



 


 

















 


 


VCGHOLDINGS.COM


LABOHEMEGC.COM


 


BACHELORPARTYCOLORADO.COM


BACHELORPARTYPENVER.COM


BACHELORPARTYDENVERCOLORADO.COM


BOHEMEGENTLEMENSCABARET.COM


BRADSHAWHOTEL.COM


BRADSHAWSTUDIOS.COM


COLORADOBACHELORPARTY.COM


COLORADOGENTLEMENCABARET.COM


COLORADOGENTLEMENSCABARETS.COM


COLORADOSTRIPCLUB.COM


COLORADOTOPLESSCLUB.COM


DENVERCOLORADOBACHELORPARTY.COM


DENVERCOLORADOGENTLEMENSCABARETS.COM


DENVERCOLORADOSTRIPCLUB.COM


DENVERCOLORADOSTRIPCLUBS.COM


DENVERGENTLEMENSCABARET.COM


DENVERGENTLEMENSCABARETS.COM


DENVERTOPLESSCLUB.COM


DENVERTOPLESSCLUBS.COM


DIMONDCABARET.COM


GENTLEMANCABARETDENVER.COM


GENTLEMENCABARETCOLORADO.COM


GENTLEMENCABARETDENVER.COM


GENTLEMENSCABARETDENVERCOLORADO.COM


SHOTGUN-WILIES.COM


SHOTGUNWiLIES.COM


SHOTGUNWiLYS.COM


STRiPCLUBCOLORADO.COM


STRIPCLUBDENVER.COM


STRIPCLUBDENVERCOLORADO.COM


STRIPCLUBSDENVERCOLORADO.COM


STRIPJOINTDENVER.COM


STRIPJOINTSDENVER.COM


THEBRADSHAWSTUDIOS.COM


TOPLESS CLUBCOLORADO.COM


TOPLESSCLUBDENVER.COM


TOPLESSCLUBSCOLORADO.COM


TOPLESSCLUBSDENVER.COM


TOPLESSCLUBSDENVERCOLORADO.COM