EX-10.1






REAL ESTATE PURCHASE AGREEMENT




THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 31
day of July, 2009, by and between VCG Real Estate Holdings, Inc., a Colorado corporation
(“Seller”), and Black Canyon Highway LLC, a Texas limited liability company (“Purchaser”). Seller
and Purchaser may sometimes be referred to herein individually as a “Party” or collectively as the
“Parties.”



PRELIMINARY STATEMENTS. Seller is the owner of fee simple title to the real property located
at 1902 North Black Canyon Highway, Phoenix, Arizona, legally described on Exhibit A,
attached hereto (the “Property”). As used herein, the term “Property” also includes all land,
improvements and fixtures situated thereon, and all easements and other appurtenances in favor of
or benefiting any part thereof. Purchaser desires to purchase and Seller is willing to sell the
Property, pursuant to the terms and conditions of this Agreement.



NOW, THEREFORE, in consideration of the premises, and the mutual covenants and agreements
contained herein, and such other good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, the Parties agree as follows:



1. Definitions. Capitalized terms used herein shall have the meanings specified
herein.



2. Purchase and Sale. Subject to the provisions of this Agreement, at the Closing, and
in exchange for the Purchase Price, Purchaser shall purchase and Seller shall sell, transfer and
convey to Purchaser, all of Seller’s entire right, title and interest in and to the Property.



3. Purchase Price; Payment and Financing. The total consideration to be paid to
Seller by Purchaser at the Closing for the Property (the “Purchase Price”) shall consist of and be
paid as follows:



(a) Purchaser shall deposit with Stewart Title (the “Escrow Agent”) the sum of Two Hundred
Thousand and No/100 Dollars ($200,000.00), in cash, or by wire transfer of immediately available
funds (the “Closing Payment”) and the Escrow Agent shall remit the Closing Payment to Seller.



(b) Purchaser shall execute and deliver to Seller’s parent corporation, VCG Holding Corp., a
Colorado corporation, a Secured Promissory Note in the amount of Three Hundred Twenty-Two Thousand
Nine Hundred Sixty-Three and 16/100 Dollars ($322,963.16) in the form attached hereto as
Exhibit B (the “$300,000 Note”).



(c) Purchaser shall assume all of Seller’s rights, obligations and responsibilities existing
as of the Closing Date in, to and under the Secured Promissory Note, dated May 1, 2003, in the
original principal amount of Two Million Four Hundred Thousand and No/100 Dollars ($2,400,000.00)
(the “Sacred Ground Note”) issued by Seller to Sacred Ground Resources, LLC, an Arizona limited
liability company (“Sacred Ground”), and agrees to be bound by all the terms and conditions of the
Sacred Ground Note and that Purchaser shall be considered “Maker” under the Sacred Ground Note.
Purchaser agrees to indemnify and hold Seller harmless from any obligations on the part of
Purchaser arising from and after the Closing and from all liabilities, costs and expenses
(including, without limitation, reasonable attorney’s fees) incurred in connection with the Sacred
Ground Note.



4. Title Insurance. Seller has delivered to Purchaser a current commitment for title
insurance (on an ALTA form), issued by the Escrow Agent which shows marketable fee simple title to
the Property in Seller. Any exceptions or other matters listed on the title commitment to which
Purchaser has not objected to in writing to Seller on or before the Closing shall be deemed
“Permitted Exceptions.” Additionally, Purchaser agrees that that certain Deed of Trust, Assignment
of Rents and Security Agreement made May 1, 2003 by and among the Company, as trustor, Transnation
Title Insurance Company, as trustee, and Sacred Ground Resources, L.L.C., as beneficiary, shall be
considered a Permitted Exception.



5. Entry Prior to Closing. Purchaser and its employees, agents, and consultants will
have the right, upon prior notice to Seller, to enter upon the Property at reasonable times prior
to Closing to inspect, examine, survey, perform physical and environmental non-invasive tests, and
otherwise do whatever Purchaser deems necessary or appropriate to investigate any matter which
Purchaser deems appropriate in order to evaluate the Property. Purchaser agrees that Purchaser and
its agents and consultants will not disrupt or interfere with Seller’s operations during
Purchaser’s inspection of the Property. All physical inspections of and/or on site visits to the
Property must be scheduled through Seller. Seller shall reasonably cooperate with Purchaser in
conducting the foregoing activities. Purchaser shall not cause or permit any mechanic’s liens,
materialmen’s liens, or other liens to be filed against the Property as a result of the
inspections. Purchaser shall promptly repair and restore any damage to the Property caused by
entry upon the Property by Purchaser. Purchaser shall indemnify, defend, and hold harmless Seller
and Seller’s officers, directors, shareholders, customers, invitees, members, partners, tenants,
agents, and employees (collectively, the “Indemnified Parties”), from and against any and all
actions, losses, costs, damages, claims, liabilities, and expenses (including court costs and
reasonable attorneys’ fees) brought, sought, or incurred by or against any of the Indemnified
Parties resulting from, arising out of, or relating to, entry upon the Property Purchaser caused by
the gross negligent or intentional misconduct of Purchaser or its agents. Anything to the contrary
recited herein, the foregoing indemnification and repair and restoration obligations shall
expressly survive the Closing.



6. Conditions to Obligation of Purchaser. Purchaser’s obligations to purchase the
Property and to pay the Purchase Price are subject to the following conditions precedent having
been fully satisfied or waived by Purchaser at or prior to the Closing:



(a) The representations and warranties of Seller contained in this Agreement must have been
true, accurate and correct on the date of this Agreement and must be true, accurate and correct in
all material respects on the date of Closing;



(b) The Lease, dated as of January 15, 2007, by and between Seller and Epicurean Enterprises,
L.L.C., an Arizona limited liability company (“Epicurean”) shall have been terminated;



(c) Epicurean shall have transferred to JGC Phoenix LLC, a Texas limited liability company and
affiliate of Purchaser (“JGC”), the Arizona Series 6 Liquor License # 06070572 currently registered
in Epicurean’s name (the “Liquor License”) and shall have executed and delivered to Seller,
Purchaser or JGC, as the case may be, such instruments of sale, transfer, conveyance, assignment
and delivery, and such consents, assurances, powers of attorney and other instruments as is
reasonably requested by such party or its counsel in order to vest in JGC all right, title and
interest of Epicurean in and to the Liquor License, including, but not limited to a bill of sale
and Sections 5 and 11 of the application to transfer the Liquor License from Epicurean to JGC.



(d) Seller shall have executed and delivered to Purchaser the deliverables set forth in
Section 11(a);



(e) Seller shall have paid all real property taxes assessed against the Property for 2008;



(f) Seller shall have paid Seven Hundred Eighty-Four and 84/100 Dollars ($784.84) in
satisfaction of unpaid business personal property taxes under Parcel No. 949-83-271-6 for 2007;



(g) Seller shall give Purchaser a credit at Closing in the amount of One Thousand Dollars
($1,000.00) in full satisfaction of any unpaid business personal property taxes assessed or to be
assessed on Epicurean for 2008 that has, will or may attach to the Property, regardless of the
amount assessed or to be assessed (the “2008 BPP Taxes”). Purchaser agrees that Seller shall have
no further obligations to Purchaser with respect to the 2008 BPP Taxes and Purchaser hereby
releases Seller from any obligations or liabilities with respect to the 2008 BPP Taxes;



(h) Seller shall have made a payment in the aggregate amount of Twenty-Two Thousand Nine
Hundred Sixty-Three and 16/100 Dollars ($22,963.16) to Sacred Ground in satisfaction of the payment
due August 1, 2009 under the Sacred Ground Note; and



(i) Seller shall have performed and complied with all agreements, covenants, acts,
undertakings and conditions required by this Agreement prior to or at the Closing.



7. Conditions to Obligation of Seller. Seller’s obligations to sell the Property are
subject to the following conditions precedent having been fully satisfied or waived by Seller at or
prior to the Closing:



(a) The representations and warranties of Purchaser contained in this Agreement must have been
true, accurate and correct on the date of this Agreement and must be true, accurate and correct in
all material respects on the date of Closing;



(b) Purchaser shall have performed and complied with all agreements, covenants, acts,
undertakings and conditions required by this Agreement prior to or at the Closing;



(c) Purchaser shall have executed and delivered to Seller the deliverables set forth in
Section 11(b); and



(d) Seller shall have received written consent to the assignment and assumption of the Sacred
Ground Note from Seller to Purchaser from Sacred Ground Resources, LLC, in form and substance
satisfactory to Seller.



8. Representations and Warranties. (a) Seller represents and warrants to Purchaser the
following:



(i) Other than the Permitted Exceptions, Seller has valid fee simple title to the Property;



(ii) Seller is a corporation, duly organized and validly existing under the laws of the State
of Colorado;



(iii) Seller has the power and authority to enter into this Agreement and the documents
contemplated by Section 11(a), and to consummate the transactions contemplated hereby. The parties
signing this Agreement and the documents contemplated by Section 11(a) on behalf of Seller have the
full legal power, authority and right to execute and deliver this Agreement and the documents
contemplated by Section 11(a). This Agreement and the documents contemplated by Section 11(a)
constitute valid and legally binding agreements enforceable against Seller in accordance with their
terms;



(iv) The Property is not within 1,000 feet of another adult use.



(v) To Seller’s Knowledge, the Property is free of any hazardous or toxic materials or
contaminants that would reasonably be expected to impair the value of the Property in Purchaser’s
hands and subject Bryan Foster or Purchaser to a legal obligation to cleanse, treat or detoxify any
portion of the Property prior to resale and Seller has not received any written notice from a
governmental entity regarding environmental claims with respect to the Property. For purposes of
this Agreement, “Seller’s Knowledge” means the actual knowledge of Troy Lowrie without any
obligation on his party to conduct any due diligence or inquiry.



(vi) The Property is located in an “A-1” zoned district in Phoenix, Arizona and, to Troy
Lowrie’s actual Knowledge, Epicurean has used the Property since November 2, 1998 as a “bar” and
“adult live entertainment establishment” as those words within quotation marks are defined by the
Phoenix Zoning Ordinances.



(vii) There are no actions pending or, to Troy Lowrie’s actual knowledge, threatened, against
Seller that have resulted or could reasonably be expected to result in a material adverse effect on
the Property, or that question the validity of this Agreement or of any action taken or to be taken
pursuant to or in connection with the provisions of this Agreement.



All of the representations and warranties contained in this Paragraph 8(a) shall be true and
correct as of the Closing, and shall survive the Closing for a period of six (6) months.



(b) Purchaser represents and warrants to Seller the following:



(i) Purchaser is a limited liability company, duly organized and validly existing under and
pursuant to the laws of the State of Texas; and



(ii) Purchaser has all requisite power and authority to enter into this Agreement and the
documents contemplated by Section 11(b)(ii)-(vi), and to consummate the transactions contemplated
hereby and to fulfill its obligations under this Agreement and the documents contemplated by
Section 11(b)(ii)-(vi). The parties signing this Agreement and the documents contemplated by
Section 11(b)(ii)-(vi) on behalf of Purchaser have the full legal power, authority and right to
execute and deliver this Agreement. This Agreement and the documents contemplated by Section
11(b)(ii)-(vi) constitute valid and legally binding agreements enforceable against Purchaser in
accordance with their terms.



All of the representations and warranties contained in this Paragraph 8(b) shall be true and
correct as of the Closing, and shall survive the Closing for a period of six (6) months.



(c) No Warranties. THE PROPERTY IS BEING PURCHASED AND SOLD “AS IS”, “WHERE IS” AND
WITH “ALL FAULTS”, INCLUDING WITHOUT LIMITATIONS, ALL MATTERS DISCLOSED, DISCOVERED OR DISCOVERABLE
BY PURCHASER AND ANY LATENT DEFECTS AND OTHER MATTERS NOT DETECTED IN PURCHASER’S INSPECTIONS.
EXCEPT TO THE EXTENT SET FORTH IN SECTION 8(a) HEREOF, PURCHASER SPECIFICALLY ACKNOWLEDGES AND
CONFIRMS THAT SELLER HAS NOT MADE AND SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN AS TO, CONCERNING, OR WITH RESPECT TO THE PROPERTY.
THE PURCHASE PRICE AND THE TERMS AND CONDITIONS SET FORTH HEREIN ARE THE RESULT OF ARM’S-LENGTH
BARGAINING BETWEEN PARTIES FAMILIAR WITH TRANSACTIONS OF THIS KIND AND NATURE, AND THE AGREED UPON
PURCHASE PRICE, AND THE TERMS AND CONDITIONS SET FORTH HEREIN REFLECT THE FACT THAT PURCHASER SHALL
HAVE THE BENEFIT OF, AND IS RELYING UPON, NO STATEMENTS, REPRESENTATIONS OR WARRANTIES WHATSOEVER,
MADE BY OR ENFORCEABLE AGAINST SELLER RELATING TO THE CONDITION, DIMENSIONS, SOIL CONDITION,
SUITABILITY, COMPLIANCE OR LACK OF COMPLIANCE WITH ANY STATE, FEDERAL, COUNTY OR LOCAL LAW,
ORDINANCE, ORDER, PERMIT OR REGULATION, FINANCIAL PROJECTIONS, OR ANY OTHER ATTRIBUTE OR MATTER OF
OR RELATING TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (I) THE EXISTENCE OF SOIL INSTABILITY;
(II) THE SUFFICIENCY OF ANY DRAINAGE; (III) WHETHER THE PROPERTY IS LOCATED WHOLLY OR PARTIALLY IN
A FLOOD PLAIN OR A FLOOD HAZARD BOUNDARY OR SIMILAR AREA; (IV) THE EXISTENCE OR NON-EXISTENCE OF
TOXIC OR HAZARDOUS WASTES OR MATERIALS IN, ON OR ABOUT THE PROPERTY; (V) ANY OTHER MATTER AFFECTING
THE STABILITY OR INTEGRITY OF THE PROPERTY; (VI) THE FITNESS OR SUITABILITY OF THE PROPERTY FOR
PURCHASER’S INTENDED USE; (VII) THE POTENTIAL DEVELOPMENT OF THE PROPERTY; (VIII) THE EXISTENCE OF
VESTED RIGHTS, LAND USE, DENSITY, TRANSPORTATION MITIGATION CREDITS, UNIT OR DENSITY
TRANSFERABILITY RIGHTS, ZONING, BUILDING OR DEVELOPMENT ENTITLEMENTS AFFECTING THE PROPERTY; (IX)
THE VALUE OF THE PROPERTY; (X) THE MARKETABILITY, MERCHANTABILITY, HABITABILITY, PROFITABILITY,
SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (XI) THE INCOME TO BE DERIVED FROM
THE PROPERTY AND THE EXPENSES TO BE INCURRED INCIDENT THERETO; (XII) THE ACCURACY OR COMPLETENESS
OF THE INFORMATION OR DOCUMENTS PREVIOUSLY FURNISHED TO PURCHASER OR FURNISHED TO PURCHASER
PURSUANT TO THIS CONTRACT; (XIII) THE AVAILABILITY OR ADEQUACY OF ANY UTILITY SERVICE TO THE
PROPERTY; (XIV) THE STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS; AND (XV) THE CONFORMITY OF
IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS. PURCHASER REPRESENTS, WARRANTS AND COVENANTS TO
SELLER THAT PURCHASER IS RELYING SOLELY UPON PURCHASER’S OWN INVESTIGATION OF THE PROPERTY. IF
SELLER OBTAINS OR HAS OBTAINED THE SERVICES, OPINIONS OR WORK PRODUCT OF SURVEYORS, ARCHITECTS,
ENGINEERS, CONSULTANTS, ATTORNEYS, EXPERTS, GOVERNMENTAL AUTHORITIES OR ANY OTHER PERSON OR ENTITY
WITH RESPECT TO THE PROPERTY, PURCHASER AND SELLER AGREE THAT SELLER SHALL DO SO ONLY FOR THE
CONVENIENCE OF BOTH PARTIES, AND THE RELIANCE BY PURCHASER UPON ANY SUCH SERVICES, OPINIONS OR WORK
PRODUCT SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF SELLER. THIS SECTION 8(c) SHALL SURVIVE
CLOSING.



9. Escrow Agent Covenant. Seller and Purchaser each hereby covenants and agrees with
the other to execute such documents and instruments as reasonably requested by the Escrow Agent
sufficient for the Escrow Agent to issue the Title Policy.



10. Closing. Provided that all conditions of the Parties respective obligations
hereunder have been satisfied, the closing of the purchase and sale of the Property (the “Closing”)
shall take place simultaneous with execution of this Agreement (the “Closing Date”), at such place
as mutually agreed upon by the Parties. In the event that the Closing has not occurred on or
before August 7, 2009, or such later date mutually agreed upon by the Parties, the Parties agree
that the Escrow Agent shall return all documents and money to the respective Parties pursuant to
the terms of the closing instructions for the Closing.



11. Deliveries at Closing. At the Closing:



(a) Seller shall execute, acknowledge and/or deliver to the Escrow Agent and/or Purchaser, at
Seller’s cost and expense:



(i) Seller’s executed Special Warranty Deed (“Deed”), conveying the Property to Purchaser,
duly acknowledged and in form for recording, which Deed shall convey to Purchaser, title to the
Property;



(ii) An affidavit, under penalty of perjury, stating that Seller is not a “foreign person” as
defined in Section 1445 of the of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder, and stating Seller’s United States Taxpayer Identification Number;



(iii) The Indemnification and Offset Agreement in the form attached hereto as Exhibit
C;



(iv) The Assumption, Consent and Loan Modification Agreement in the form attached hereto as
Exhibit D; and



(v) Such documents or instruments required to transfer and assign to Purchaser all of Seller’s
right, title and interest in and to the Property otherwise reasonably necessary to be executed or
delivered for consummation of the transactions contemplated hereby or to satisfy Seller’s
obligations hereunder.



(b) Purchaser shall execute, acknowledge and/or deliver to the Escrow Agent, at Purchaser’s
cost and expense:



(i) The Closing Payment in immediately available funds;



(ii) The $300,000 Note in the form attached hereto as Exhibit B;



(iii) The Assumption, Consent and Loan Modification Agreement in the form attached hereto as
Exhibit D;



(iv) The Deed of Trust in the form attached hereto as Exhibit E (the “Deed of Trust”);



(v) The Security Agreement in the form attached hereto as Exhibit F (the “Security
Agreement”);



(vi) The Guaranty from Brian S. Foster and Buyer in the form attached hereto as Exhibit
G;



(vii) The Pledge Agreement from Brian S. Foster in the form attached hereto as Exhibit
H; and



(ix) Any other documents or instruments required to be executed pursuant to this Agreement, or
otherwise reasonably necessary to be executed or delivered for consummation of the transactions
contemplated hereby;



12. Possession. Purchaser shall be entitled to exclusive possession of the Property at
the Closing.



13. Costs and Expenses. Seller agrees to pay one-half of the escrow fee and the cost
of an ALTA standard coverage owner’s policy of title insurance, on the standard form in an insured
amount equal to the Purchase Price (the “Title Policy”). Purchase agrees to pay the cost of any
endorsements to the Title Policy requested by Purchaser. Each Party agrees to pay its own
attorneys’ fees.



14. Prorations. Real estate taxes on the Property for the year of the Closing shall be
prorated through the date of Closing. If such taxes are not known at Closing, then the parties
agree to prorate real estate taxes for the year of Closing based on the 2008 real estate tax
amount.



15. Taxes. The amount of any real estate conveyance tax, excise tax, or other similar
fees or taxes (other than normal recording fees) which may become payable in connection with the
sale of the Property or the recording of the Deed either shall be paid by Purchaser.



16. Risk of Loss. Risk of loss with respect to the Property shall be on Seller until
the Closing. In the event of any damage to or destruction to the Property prior to the Closing,
Purchaser, at its exclusive election, exercisable in its absolute discretion either (a) may
complete the purchase of the Property in its existing condition and receive from Seller at the
Closing any insurance proceeds relating to such damage or destruction which have been received by
Seller and not expended to repair or restore the Property (or an assignment of the right to receive
such proceeds from the insurance company if they have not yet been paid), or (b) may elect not to
execute this Agreement.



17. Remedies. In the event Seller shall be deemed to be in default hereunder,
Purchaser may seek enforcement of specific performance of this Agreement. Provided, however, that
Purchaser’s ability to pursue an action for specific performance for Seller’s failure to complete
the Closing shall be conditioned upon Purchaser’s filing in court a lawsuit for specific
performance, which suit and notice of filing must be filed and served on Seller no later than sixty
(60) days after the Closing Date or the right to seek specific performance shall be waived by
Purchaser.



18. Condemnation. In the event that any action is initiated prior to the Closing by
any governmental entity to acquire all or a substantial portion of the Property by condemnation or
eminent domain proceedings, then Purchaser at its exclusive election may elect to not execute this
Agreement by giving written notice of the exercise of such election to Seller within twenty (20)
days after Seller furnishes written notice of the commencement of such condemnation or eminent
domain proceedings to Purchaser or, if no such notice is furnished by Seller, at any time prior to
the Closing. For purposes of this Section 18, “a substantial portion of the Property” shall mean
such portion of the Property whose taking would make the remaining portion of the Property
unsuitable or uneconomical in Purchaser’s reasonable business judgment for its intended use for the
Property. In the event that such condemnation or eminent domain proceedings involve the taking of
less than a substantial portion of the Property, then Purchaser shall have no right to terminate
this Agreement, but at the Closing, Seller shall pay over or assign to Purchaser the proceeds of
any award made to or received by, or which may be made to or received by, Seller in such
condemnation or eminent domain proceedings and all of Seller’s rights thereto. Under no
circumstances shall Seller have the right to terminate this Agreement as a result of anything
contained in this Section 18.



19. Multiple Copies. The Parties may execute multiple copies of this Agreement, each
of which shall be an original for all purposes.



20. Binding Agreement. This Agreement shall run with the land which is the subject of
this Agreement and shall be binding upon and inure to the benefit of the Parties and their
respective successors and assigns.



21. Notices. Any notice or other communication required or permitted hereunder shall
be in writing and shall be delivered personally, sent by facsimile transmission or sent by
certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when
so delivered personally, or sent by facsimile transmission or, if mailed, two (2) days after the
date of deposit in the United States mails, addressed as follows:



	 	 	 
	If to Seller:
	 	VCG Real Estate Holdings, Inc.

390 Union Boulevard, Suite 540

Lakewood, Colorado 80228

Attention: Courtney Cowgill

Facsimile: (303) 922-0746

	with a copy to:
	 	Brownstein Hyatt Farber Schreck, LLP

410 17th Street, Suite 2200

Denver, Colorado 20202

Facsimile: (303) 223-1111

	if to Purchaser:
	 	Black Canyon Highway LLC

2696 Botticelli Drive

Henderson, Nevada 98052

Attention: Bryan Foster

Facsimile: (702) 614-9595

	with a copy to:
	 	Quilling, Selander, Cummiskey & Lownds, P.C.

2001 Bryan Street, Suite 1800

Dallas, Texas 75201

Attention: Arthur Selander

Facsimile: (214) 871-2111

	with a copy to:
	 	David Macko








P.O. Box 77141


Fort Worth, Texas 76177


Facsimile: (866) 557-3544



Any Party may change its address for purposes of this Section 21 by giving notice to the other
Party, as provided in this Section 21.



22. Brokerage. Neither Party has engaged or contracted with any broker or salesman in
connection with this Agreement or the Property. The Parties each respectively agree to indemnify
the other against and hold the other harmless from any claim made by any person or entity claiming
to have been employed by it, as a broker, finder, or agent in connection with the transactions
contemplated by this Agreement.



23. Assignment. Purchaser shall have the right to assign this entire Agreement and all
of Purchaser’s rights hereunder to an affiliate of Purchaser. Any such assignment will not relieve
Purchaser of its obligations under this Agreement.



24. No Third Party Beneficiaries. No party other than the Parties shall have or
acquire any rights to the Property or to this Agreement or any provision hereof by virtue of the
Parties’ entering into this Agreement.



25. Consents and Approvals. Except where expressly provided as being in the discretion
of a Party, where agreement, approval, acceptance, consent, or similar action by either Party is
required under this Agreement, such action shall not be unreasonably delayed, conditioned or
withheld.



26. Attorney’s Fees. In any action between the Parties seeking enforcement of any of
the terms and provisions of this Agreement, or in connection with the Property, the prevailing
Party in those actions shall be awarded, in addition to costs, damages, injunctive or other relief,
its actual costs and expenses incurred in that action including, but not limited to, its reasonable
attorneys’ fees.



27. Governing Law. This Agreement shall be governed by the laws of the State of
Colorado (without reference to conflict of laws principles).



28. Section Headings. The section headings in this Agreement are solely for convenient
reference and shall not be considered in the interpretation or application of this Agreement.



29. Time of the Essence. Time is of the essence of this Agreement.



30. Number and Gender. Where the context requires, all singular words in this
Agreement shall be construed to include their plural and all words of neuter gender shall be
construed to include the masculine and feminine forms of such words.



31. Entire Agreement. This Agreement contains the entire agreement between Seller and
Purchaser with respect to the subject matter of this Agreement; and there are no agreements,
promises, assurances, representations, warranties, undertakings, or understandings, either written
or oral, between the Parties concerning the purchase and sale of the Property other than those set
forth in this Agreement, the Deed and the Note. No amendment of this Agreement shall be effective
or binding unless it is in writing and has been signed by each of the Parties.



32. Incorporation of Exhibits. This Agreement shall be deemed to have incorporated by
reference all Exhibits referred to herein to the same extent as if such Exhibits were fully set
forth herein. Each reference to “this Agreement” shall be construed to include each such Exhibit.



[Remainder of page intentionally left blank]




[SIGNATURE PAGE FOLLOWS]




IN WITNESS WHEREOF, the Parties or their duly authorized representatives have executed this
Agreement, all as of the date first above written.




VCG Real Estate Holdings, Inc.,


a Colorado corporation




By: /s/ Troy Lowrie

Name: Troy Lowrie

Title: Chief Executive Officer





Black Canyon Highway LLC,






a Texas limited liability company




By: /s/ Bryan S. Foster

Name: Bryan S. Foster

Title: Manager




EXHIBIT A




PROPERTY DESCRIPTION




Parcel No. 1:



A portion of Tract 25 in Section 36, Township 2 North, Range 2 East of the Gila and Salt River Base
and Meridian, as shown on State Plat No. 3, Maricopa County, State of Arizona, as recorded in Book
8 of Maps, page 31, records of said county, described as follows:



Commencing at a point on the Westerly line of the Phoenix Rock Springs Highway that is North 20
degrees 51 minutes 37 seconds West (recorded North 20 degrees 51 minutes 05 seconds West), along
said Westerly line, 780.29 feet from its intersection with the South line of said Section 36;



Thence along a curve concave to the Northwest, from an initial tangent bearing South 20 degrees 51
minutes 37 seconds East, with a radius of 20.00 feet, through a central angle of 111 degrees 15
minutes 02 seconds, a distance of 38.83 feet;



Thence North 89 degrees 36 minutes 35 seconds West, 442.10 feet to a point on the West line of that
certain parcel of land conveyed to Phoenix Title and Trust Company by Deed recorded September 11,
1959, in Docket 2990, page 516, records of said county;



Thence North 0 degrees 38 minutes 20 seconds East along said West line of Phoenix Title and Trust
Company parcel 280.00 feet to the True Point of Beginning;



Thence South 89 degrees 36 minutes 35 seconds East, 361.24 feet to the said Westerly line of the
Phoenix Rock Springs Highway;



Thence North 20 degrees 51 minutes 37 seconds West along said Westerly line of said highway, 359.88
feet to the North line of said Tract 25;



Thence North 89 degrees 42 minutes 30 seconds West along said North line of Tract 25, a distance of
229.36 feet to the Northwest corner of said Tract 25, said Northwest corner also being the
Northwest corner of said parcel of land conveyed to Phoenix Title and Trust Company;



Thence South 0 degrees 20 minutes West along the said West line of Phoenix Title and Trust Company
parcel 335.02 feet to the True Point of Beginning;



Except the North 218 feet measured along the West line of the above parcel, the South line of said
North 218 feet shall be parallel with the North line of said Tract 25.



Parcel No. 2:



A portion of Tract 25 in Section 36, Township 2 North, Range 2 East of the Gila and Salt River Base
and Meridian, as shown on State Plat No. 3, Maricopa County, State of Arizona, as recorded in Book
8 of Maps, page 31, records of said county, described as follows:



Beginning at a point on the Westerly line of the Phoenix Rock Springs Highway that is North 20
degrees 51 minutes 37 seconds West (recorded North 20 degrees 51 minutes 05 seconds West) along
said Westerly line, 780.29 feet from its intersection with the South line of said Section 36;



Thence along a curve concave to the Northwest, from an initial tangent bearing South 20 degrees 51
minutes 37 seconds East, with a radius of 20.00 feet, through a central angle of 111 degrees 15
minutes 02 seconds, a distance of 38.83 feet;



Thence North 89 degrees 36 minutes 35 seconds West, 442.10 feet to a point on the West line of that
certain parcel of land conveyed to Phoenix Title and Trust Company, a corporation, as Trustee, by
Deed recorded in Docket 2990, page 516;



Thence North 0 degrees 38 minutes 20 seconds East along said West line of Phoenix Title and Trust
Company parcel 280.00 feet;



Thence South 89 degrees 36 minutes 35 seconds East, 361.24 feet to the said Westerly line of the
Phoenix Rock Springs Highway;



Thence South 20 degrees 51 minutes 37 seconds East along said Westerly line of said highway, 271.18
feet to the Point of Beginning.



Parcel No. 3:



That part of Tract 25 of Section 36, Township 2 North, Range 2 East of the Gila and Salt River Base
and Meridian, as shown on State Plat No. 3, recorded in Book 8 of Maps, page 31, Maricopa County,
Arizona, described as follows:



From the Southwest corner of the Southeast quarter of the Southwest quarter of said Section 36 run
thence North 00 degrees 02 minutes 40 seconds East along the West line of said Tract 25 a distance
of 340.00 feet to the Northwest corner of that certain tract of land conveyed to Charles Jones, et
ux, by Deed recorded in Docket 4117, page 309, Maricopa County records and the Point of Beginning
of the tract of land herein described;



Thence continuing North 00 degrees 02 minutes 40 seconds East, along the West line of said Tract
25, 226.78 feet to a point which is 2.00 feet West of the West line of the Southeast quarter of the
Southwest quarter of said Section 36;



Thence South 89 degrees 18 minutes 45 seconds East, along a boundary line of said Tract 25, 10.50
feet;



Thence North 00 degrees 38 minutes 20 seconds East, along the West line of said Tract 25, 83.77
feet to the Southwest corner of that certain tract of land conveyed to Rock Springs Land and
Development Co., Inc., by Deed recorded in Docket 3105, page 51, Maricopa County records;



Thence South 89 degrees 36 minutes 35 seconds East, along the South line of said tract 442.10 feet
to the beginning of a curve to the left having a radius of 20 feet and a central angle of 111
degrees 15 minutes 02 seconds;



Thence along said curve to the left a distance of 38.83 feet to a point on the Westerly
right-of-way line of the Phoenix Rock Springs Highway;



Thence South 20 degrees 51 minutes 37 seconds East, along said highway right-of-way line, 107.30
feet;



Thence Northwesterly along a curve to the left and tangent to aforesaid highway right-of-way line,
said curve having a radius of 20 feet and a central angle of 68 degrees 44 minutes 58 seconds, said
curve also being a boundary line of that certain tract of land conveyed to Rock Springs Land and
Development Co., Inc., by Deed recorded in Docket 3201, page 319, Maricopa County records, a
distance of 24.00 feet; Thence North 89 degrees 36 minutes 35 seconds West, along the North line of
last mentioned tract, 202.25 feet to the beginning of a curve to the left having a radius of 20.00
feet and a central angle of 90 degrees 20 minutes 45 seconds;



Thence Southwesterly, along said curve to the left, 31.54 feet;



Thence South 00 degrees 02 minutes 40 seconds West along the West line of the tract of land
conveyed by Docket 3201, page 319 and along the West line of that certain tract of land conveyed to
Hydraulic Brake Supply Co., Inc., by Deed recorded in Docket 5206, page 571, Maricopa County
records, 586.88 feet to a point on the North line of McDowell Road;



Thence North 89 degrees 36 minutes 35 seconds West parallel with and 33 feet North of the South
line of the Southwest quarter of the Southwest quarter of Section 36, and coincident with the North
line of McDowell Road, 60.00 feet to the Southeast corner of the tract conveyed to Charles Clarke
Jones, et ux, by Deed recorded in Docket 4117, page 309;



Thence North 00 degrees 02 minutes 40 seconds East, along the East line of aforesaid Jones tract,
307.00 feet to the Northeast corner thereof;



Thence North 89 degrees 36 minutes 35 seconds West, along the North line of aforesaid Jones tract,
210.00 feet to the Point of Beginning;



Except that part of the East 60 feet of the West 270.00 feet of Tract 25, State Plat No. 3,
according to the plat of record in the office of the County Recorder of Maricopa County, Arizona,
in Book 8 of Maps, page 31, which lies within the South 85 feet of the Southeast quarter of the
Southwest quarter of Section 36, Township 2 North, Range 2 East of the Gila and Salt River Base and
Meridian, as deeded to the City of Phoenix in Docket 13897, page 69 and Docket 13897, page 70; and



Except that portion which lies Southerly of the following described line:



Commencing at the South quarter corner of Section 36, Township 2 North, Range 2 East of the Gila
and Salt River Base and Meridian, Maricopa County, Arizona;



Thence North 89 degrees 37 minutes 25 seconds West along the South line of said Section 36, a
distance of 1164.11 feet;



Thence North 00 degrees 22 minutes 35 seconds East 40.00 feet to the Point of Beginning;



Thence North 75 degrees 07 minutes 17 seconds East 57.01 feet;



Thence North 42 degrees 40 minutes 43 seconds East 20.28 feet;



Thence North 00 degrees 22 minutes 35 seconds East along said West line, a distance of 30.00 feet;



Thence South 89 degrees 37 minutes 25 seconds East 60.03 feet;



Thence South 00 degrees 22 minutes 35 seconds West along said East line, a distance of 35.00 feet;



Thence South 48 degrees 21 minutes 00 seconds East 22.74 feet;



Thence North 89 degrees 50 minutes 28 seconds East 100.00 feet to the Point of Ending as Deeded to
the State of Arizona in Document No. 85-506413; and



Excepting therefrom the following described parcel:



Commencing for a tie at the Southwest corner of the Southeast quarter of the Southwest quarter of
Section 36, Township 2 North, Range 2 East of the Gila and Salt River Base and Meridian;



Thence along the West line of Tract 25, State Plat No. 3, recorded in Book 8, page 31, Maricopa
County records



Thence North 00 degrees 20 minutes 40 seconds East, 340.00 feet to the Point of Beginning;



Thence continuing along the West line of said Tract 25, North 00 degrees 02 minutes 40 seconds
East, 276.28 feet;



Thence South 89 degrees 18 minutes 45 seconds East, 10.50 feet;



Thence North 00 degrees 38 minutes 20 seconds East, 23.77 feet;



Thence along the South property line of Coronado Road as shown on the unrecorded plat of Rock
Springs Industrial District, South 89 degrees 36 minutes 35 seconds East, 179.37 feet;



Thence along a curve to the right having a central angle of 89 degrees 39 minutes 15 seconds and a
radius of 20 feet, 31.30 feet to a point on the West property line of 24th Drive as shown on said
unrecorded plat;



Thence along the West property line of said 24th Drive South 00 degrees 02 minutes 40 seconds West,
280.12 feet;



Thence North 89 degrees 36 minutes 35 seconds West, 210.00 feet to the Point of Beginning.



EXHIBIT B




SECURED PROMISSORY NOTE

($322,963.16)




EXHIBIT C




INDEMNIFICATION AND OFFSET AGREEMENT




EXHIBIT D




ASSUMPTION, CONSENT AND LOAN MODIFICATION AGREEMENT




EXHIBIT E




DEED OF TRUST




EXHIBIT F




SECURITY AGREEMENT

EXHIBIT G




GUARANTY

EXHIBIT H




PLEDGE AGREEMENT