ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

This Agreement is entered into on the 15th day of March, 2008, between 2640 W. Woodland, Inc., a corporation organized under the laws of California, with its principal office located at 2640 W. Woodland, Anaheim, California (“Woodland” and/or “Seller”), and Glenn Smith, the sole shareholder of Woodland (“Smith”) , and VCG-IS, LLC, a limited liability company organized under the laws of Colorado HANDWRITTEN AND INITIALED: MO /GS CALIFORNIA, a subsidiary of VCG Holding Corp., a Colorado corporation (“Buyer”).

In consideration of the mutual covenants of the parties, Seller, Smith, and Buyer agree:

Seller shall sell, assign, and deliver to Buyer and Buyer shall purchase and accept, on the Closing Date, all the assets and properties owned by or in which Woodland has any right, title, or interest, inchoate or otherwise, of every kind and description, wherever located, including all property tangible or intangible and real or personal, good will, processes, designs, claims, contract rights, the right to use the name Imperial Showgirls, or any similar name or names in connection with the adult cabaret business, and all other names, trademarks, or copyrights used by Seller in connection with its business or products (hereinafter referred to as the Business), all as more specifically described and set forth in Exhibit 1, which is attached and incorporated by reference. Notwithstanding this provision, those specific assets identified in Exhibit “1(a) ,” Excluded Assets, shall remain the property of the Seller and not be transferred to the Buyer as part of this transaction.

(a) The Purchase Price for the assets purchased in Section 1 above (Purchased Assets) shall be calculated for the trailing twelve (12) months prior to the last day of the month proceeding the closing month. The formula for computing the Purchase Price shall calculated as set forth in detail in Exhibit 2(a), Net Income Statement.

(b) The Purchase Price to be paid to Seller by Buyer as set forth in (a) above shall be adjusted as provided herein to reflect changes in the value and content of the Purchased Assets which might be reflected on the Balance Sheet (Exhibit 2(b)) and the net income stated in the Net Income Statement and shall be paid in the following manner:

(1) Initial Payment. At the Closing, Buyer shall pay to Seller an amount equal to eighty-five (85%) percent of the Purchase Price as determined in (a) above (the Initial Payment) by wire transfer of immediately available funds to Woodland, or as otherwise directed by Seller in writing to Buyer (the Payment Account).

(2) Final Payment. Within fifteen (15) business days after the Closing Date, Seller shall prepare and deliver to Buyer a Final Closing Balance Sheet and Final Closing Net Income

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Statement prepared in the same manner as set forth in Exhibits 2(a) and 2(b) (Final Statements). Subject to subsection (c) hereof, within ten (10) business days of delivery of the Final Statements to Buyer, Buyer shall pay to Seller (the date of payment being hereinafter referred to as the Final Payment Date), by wire transfer of immediately available funds to the Payment Account or as otherwise directed by Seller in writing to Buyer, an amount equal to the Purchase Price less the Initial Payment (the Final Payment), together with interest thereon as hereinafter specified, or Seller shall pay to Buyer by wire transfer of immediately available funds to an account as directed by Buyer in writing to Seller, an amount equal to the excess of the amount paid to Seller pursuant to (b)(1) above over the Purchase Price, together with interest thereon as hereinafter specified, as the case may be. The Final Payment or the excess amount, as the case may be, shall bear interest at the rate of ten (10%) percent per annum from the Closing Date until paid.

(c) If Buyer shall object to the Final Statements as delivered to it, Buyer shall give written notice of its objections, setting forth in reasonable detail the nature and basis for such objections (an Objection Notice), to Seller within five (5) business days of Buyer’s receipt of the Final Statements and may withhold payment of only that portion of the Final Payment objected to, the balance of which, to the extent paid, shall bear interest at the rate specified in (b)(2) above. Within five (5) business days after Seller’s receipt of an Objection Notice, Seller and Buyer shall meet and attempt to resolve any disputes reflected in the Objection Notice. If such disputes are not resolved within ten (10) business days after Seller’s receipt of the Objection Notice, Seller and Buyer shall, prior to the expiration of said ten-day period, each select a certified public accounting firm (the Selected Firms) to discuss the Objection Notice. If the Selected Firms cannot reach agreement as to the Final Statements within thirty (30) business days after referral of the Final Statements resolving all issues raised in the Objection Notice to them, the two Selected Firms shall forthwith refer the dispute to a certified public accounting firm for resolution, such firm to resolve all disputes raised by the Objection Notice within thirty (30) business days after such disputed items are referred to it. Each party shall pay the costs of any accounting firm chosen by it and shall bear equally the costs of any third selected accounting firm. All decisions agreed to by both Selected Firms or the decision of the third accounting firm as the case may be shall be conclusive and binding upon Seller and Buyer. The balance of the final payment, or the excess due from Sellers, as the case may be, shall be paid, together with interest thereon at the rate specified in (b)(2) above, within five (5) business days after the final decision of the Selected Firms or the third accounting firm, whichever occurs first.

(d) Buyer and its designees shall have the right to participate in the preparation of the Final Statements cited in (c) above. Sellers shall give Buyer and its designees at least five (5) business days advance written notice prior to the preparation of the aforementioned Final Statements. Sellers shall allow Buyer and its designees, the Selected Firms and any accounting firm designated by the Selected Firms to resolve a dispute access to all audit work papers all underlying documentation therefor relating to the Final Statements.

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The sales, assignments, and deliveries to be made to Buyer pursuant to this agreement shall be effected by deeds, bills of sale, endorsements, checks, and other instruments of transfer in such form as Buyer shall reasonably request. Buyer shall prepare appropriate forms of instruments of transfer and conveyance in conformity with this agreement and shall submit them to Seller for examination at least five (5) business days in advance of the closing date. Any time and from time to time after the Closing Date, on Buyer’s request, Seller will do, execute, acknowledge, and deliver all such further acts, deeds, assignments, transfers, and powers of attorney as may be required in conformity with this agreement for the adequate assigning, transferring, granting, and confirming to Buyer of the assets and properties sold to Buyer.

(a) Buyer will not assume any liabilities, contracts, licenses, leases, commitments, or sales or purchase orders of Seller except as shown on Exhibit 4(a) and specifically agreed to by Buyer, as evidenced by Buyer’s signature on said Exhibit 4(a) (Contract Rights).

(b) If any Contract Rights accepted by Buyer under this Agreement may not be assigned without the consent of the other party thereto, Seller will use their best efforts to obtain the consent of the other party to the assignment. If any such consent cannot be obtained, the Purchase Price under this Agreement shall be adjusted downward by the amount allocated to the affected Contract Rights in Exhibit 4(a).

(c) In addition to the above, the Buyer must be able to have the lease dated August 15, 1997 between Mohammad Z. Johar and Glenn Smith (hereinafter Lease) assigned to it on terms that are acceptable to Buyer in its sole and absolute discretion as a condition precedent to the obligation to Closing. Notwithstanding the above, Buyer will have at least 16 years on the Lease post closing.

(d) Seller will cooperate with Buyer in obtaining the consents and modifications of the Agreement described in this Section 4 accepted by the Buyer, including the Lease.

(a) The Buyer shall have thirty (30) business days (the Due Diligence Period) after delivery of this executed Agreement and all Exhibits hereto, which Exhibits will be delivered to Buyer no later than fifteen (15) business days after execution of this Agreement, to perform its due diligence as regarding this Agreement. During the Due Diligence Period, the Buyer will be allowed to place in the Business at its expense one of its employees to observe and inspect the operation of the Business.

(b) On or before the end of the Due Diligence Period, the Buyer shall deliver to Seller a written notice of one of the following:

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(1) Accepting the Agreement, as executed; or

(2) Stating its additional requirements in order for it to close, which requirements will be accepted or rejected by Seller, or waived by the Buyer, within ten (10) business days of such notice, or

(3) Reject this Agreement, in which case this Agreement shall be null and void.

(c) During the Due Diligence Period, Seller will allow Buyer’s representatives full and complete access to all of Seller’s business and records, operational manuals and procedures, personnel and professionals in order to allow Buyer to fully explore and review the Business.

(d) If Buyer accepts the Agreement on or before the end of the Due Diligence Period, it will be allowed to continue to maintain, at its expense, its employee on-site at the Business with full access to all aspects of the Business for the purposes as set forth in (a) above.

(e) Notwithstanding anything contained herein to the contrary, this Section shall be subject to Buyer’s obligation to close as set forth in Sections 8 and 10, the Buyer’s obligation to close being absolutely contingent upon the satisfactory compliance with the terms of those Sections.

(f) If the final adjusted Purchase Price changes more than 10% from the amount set forth in Exhibit 2(a), Net Income Statement, as the year end for 2007 as determined on the final Net Income Statement, either party may elect to terminate this deal by giving written notice prior to the Closing.

Seller shall have the right to retain minute books, stock books, and other corporate records of Seller having exclusively to do with a corporate organization or capitalization. Buyer shall have reasonable access to and the right to make extract copies of all books, records, and documents of the Seller during the Due Diligence Period set forth in Section 5 and the right to retain the extracted documents after Closing.

Buyer hereby waives its right to require compliance with any bulk sales or similar laws and in consideration therefor, Seller and Smith agree that Seller and Smith shall indemnify and save and hold Buyer harmless from any liabilities (including without limitation statutory penalties, damages or expenses (including reasonable attorneys’ fees), arising from the failure of Buyer or Seller to comply with any bulk sales or similar law applicable to the transactions contemplated by this Agreement; provided, however, that Buyer shall not have any claim against Seller under this Section 7 with respect to any assumed Contract Rights under Section 4 hereof (but only to the extent of the assumed Contract Rights).

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8.1 Closing/Closing Date. Subject to fulfillment of the conditions to Closing specified in this agreement and pursuant to the other terms and conditions hereof, the Closing of the transaction provided for in this Agreement (the Closing) shall take place at the offices of NOC Business Services, at 1169 E. Ash Avenue, Fullerton, CA 92831 within 10 days, but no later than July 31, 2008 , or at such other date and time as may be agreed upon in writing by the parties hereto (the Closing Date), such Closing to be effective as of the close of business on the Closing Date.

8.2 Conditions to Closing. The obligations of Buyer to purchase the Purchased Assets and to assume, pay, perform and discharge, when due, the assumed Contract Rights, and of Seller to sell, transfer and assign the Purchased Assets as provided in this Agreement are subject to the satisfaction, at the Closing (except where specifically required or permitted to be satisfied prior to or after the Closing), of all of the respective obligations of Buyer and Seller set forth below:

(a) Delivery of Purchased Assets to Buyer. Seller shall deliver the Purchased Assets, by duly executed Bill of Sale, Assignment and Assumption Agreement and other appropriate assignments or other instruments of transfer and documents which conform to the requirements of the Agreement, including executed counterparts of all novation agreements with the United States government, its agencies and instrumentalities, and any other persons requiring them. Simultaneously with the consummation of the transfer, Seller, through its officers, agents, and employees, will put Buyer into full possession and enjoyment of all Purchased Assets to be conveyed and transferred by this Agreement.

(b) Delivery of Purchase Price and Assumption of Liabilities. Buyer shall deliver to Seller immediately available funds in the amount of the Purchase Price, and a duly executed Assignment and Assumption Agreement and other appropriate documents which conform to the requirements of the Agreement.

(c) Certificate from Seller. Seller shall deliver to Buyer a certificate, dated the Closing Date, and signed by a duly authorized officer of Seller certifying that:

(1) The representations and warranties made by Seller herein or in any Exhibit or Schedule hereto remain true in all material