LEASE AGREEMENT DATED JUNE __, 2007

Exhibit 10.54

LEASE

THIS LEASE (“Lease”), dated the      day of June, 2007, is by and between 4 ^th STREET PARTNERSHIP, LLLP, a Minnesota limited liability limited partnership (“Landlord”) and CLASSIC AFFAIRS, INC., a Minnesota corporation (“Tenant”).

1. DEFINITIONS . Unless otherwise indicated, capitalized terms used in this Lease shall have the meanings set forth below:

(a) “Additional Rent” shall mean all charges payable by Tenant under this Lease other than Minimum Rent.

(b) “Building” shall mean the building in which the Premises are located.

(c) “Operating Costs” shall mean all costs incurred to insure, maintain, repair and replace (except with respect to Paragraph 6(c)) all elements of the Premises. Operating Costs include, but are not limited to, costs and expenses for the following: maintenance and repair and replacement (as necessary) of all structural and mechanical components of the Building including, but not limited to, exterior and interior walls, the roof, foundation and all components of the parking lots, driveways and sidewalks surrounding the Building and located on the Premises (but not including costs incurred by Landlord in performing its obligations under Paragraphs 6(a) and 24); gardening and landscaping; utilities, water and storm sewer charges; maintenance of signs; fire alarm monitoring service; premiums for liability, property damage, fire and other types of insurance on the Premises and worker’s compensation insurance; all Real Property Taxes (as defined below); all personal property taxes levied on or attributable to Tenant’s personal property used in connection with the maintenance and operation of the Premises; fees for required licenses and permits; repairing, resurfacing by or at the direction of any governmental authority in connection with the use or occupancy of the Premises or the parking facilities included in the Premises; or painting, lighting, cleaning, refuse removal, security, if any, and other related charges. Operating Costs shall also include any parking charges, utilities surcharges, or other costs levied, assessed or imposed on the Premises pursuant to any covenants, conditions or restrictions to which the Premises are subject.

(d) “Effective Date” shall mean June      , 2007.

(e) “Guarantor” shall mean VCG Holding Corp., a Colorado corporation.

(f) “ Hazardous Material” shall mean any hazardous, radioactive or toxic substance, material or waste, including, but not limited to, those substances, materials and wastes (whether or not mixed, commingled or otherwise combined with other substances, materials or wastes) listed in the United States Department Transportation Hazardous Material Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302) and amendments thereto, or such substances, materials and wastes which are or become regulated under any applicable local, state or federal law including, without limitation, any material, waste or substance which is (i) a petroleum product, crude oil or any fraction thereof, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251, et seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C Section 1317), (v) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq. (42 U.S.C.

Section 6903) or (vi) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601, et seq. (42 U.S.C. Section 9601).

(g) “Premises” shall mean all the land consisting of approximately one-half (  ¹ / 2 ) an acre and improvements located at 115 South 4 ^th Street, Minneapolis, Hennepin County, Minnesota, and depicted on the Site Plan, attached as Exhibit A, including any parking, driveways, sidewalks, alleyways or other appurtenances thereto. Said Premises shall include the roof, exterior walls and structural members thereof, together with utility lines, ducting, pipes, and the like to serve adjoining Premises other than those specifically herein demised.

(h) “ Lease Term” shall mean a period of 5 years beginning on the Effective Date, plus any Extended Term granted by Landlord and timely and properly elected by Tenant pursuant to subparagraph 3(b) below.

(i) “Lease Year” shall mean a period of twelve consecutive months during the Lease Term which begins on the first day of the first calendar month after the Effective Date or any anniversary thereof.

(j) “Minimum Rent” shall mean the base rental for the Premises set forth in subparagraph 4 below.

(k) “Permitted Use” shall mean the operation of a restaurant and adult cabaret, together with all uses associated with the operation of an adult entertainment business.

(l) “Property” shall mean that certain real property owned by Landlord upon which the Premises are located.

(m) “Real Property Taxes” shall mean (i) any fee, license fee, license tax, business license fee, levy, charge, real estate taxes, special or metro district assessment, penalty or tax imposed by any taxing authority against the Property and Premises, and (ii) any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the Property by any governmental agency. In the event that it shall not be lawful for Tenant and Landlord to apportion such future taxes, if any, then in that event, the minimum rent payable to Landlord under this Lease shall be revised to net Landlord the same rental after imposition of any such future tax upon Landlord as would have been payable to Landlord prior to the impositions of any such tax. “Real Property Tax” does not, however, include Landlord’s federal or state income, franchise, inheritance or estate taxes.

(m) “Rent” shall mean Minimum Rent and any Additional Rent.

(n) “Site Plan” shall mean the site plan for the Property attached hereto as Exhibit A.

2. LEASE OF PREMISES. Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by Tenant to be kept and performed.

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3. LEASE TERM/OPTION TO RENEW.

(a) The Lease Term shall begin at twelve o’clock noon on the Effective Date and shall end at twelve o’clock noon on June 1, 2027.

(b) Upon the condition that Tenant is not in default beyond any applicable notice and cure periods at the time of the automatic exercise of any option contained in this subparagraph, Landlord hereby grants to Tenant three (3) separate options (each an “Option”) to renew the Lease Term each for an additional five (5) year period (each an “Extended Term”) upon the same terms and conditions as set forth in this Lease, except that the Rent payable during each Extended Term will be as described in Paragraph 4 below. Each Option shall be deemed automatically exercised by Tenant, unless Tenant provides written notice (“Termination Notice”) to Landlord notifying Landlord of the termination of said Option at least six (6) months prior to the end of either the Lease Term or any Extended Term of this Lease. In the event that Tenant fails to give the Termination Notice within the time period set forth in the prior sentence, the Option shall be exercised and the Lease shall be extended for the Extended Term. If any Option is not exercised, for any reason, or if the Tenant is in default beyond any applicable notice and cure periods, at the time which is six (6) months prior to either the Lease Term or an Extended Term of the Lease, the Lease shall terminate at the expiration of the Lease Term and any Extended Term thereof.

(c) Provided that Tenant is not in default under this Lease beyond all applicable cure periods, Tenant shall have the first right of opportunity to enter into a purchase agreement with Landlord for the Premises. In the event that Landlord determines that it desires to sell the Premises to an unaffiliated third party, it shall provide Tenant with all of the material business terms pursuant to which Landlord proposes to offer said proposed sale (“Term Notice”). Tenant shall have a period of thirty (30) days after receipt of the Term Notice to notify Landlord that it desires to purchase the Premises in accordance with the Term Notice (“Tenant’s Acceptance Notice”). In the event that Tenant timely provides Tenant’s Acceptance Notice, the closing of the sale pursuant to such terms will take place no later than ninety (90) days after Tenant provides said Tenant’s Acceptance Notice, provided , that Tenant’s obligation to close the transaction shall have no contingencies, other than Landlord’s performance of its closing obligations. If Tenant fails to timely provide the Tenant’s Acceptance Notice or if, after providing Tenant’s Acceptance Notice, Tenant fails to close the transaction within said ninety (90) day period then Landlord shall have the right to market the Premises subject to this Lease to an unaffiliated third party on the terms and conditions of the Term Notice, provided that the purchase price for the Premises contained in such purchase contract may not be less than ninety-five percent (95%) of the purchase price contained in the Term Notice. If Landlord is unable to close a contract for the sale of the Premises to an unaffiliated third party subject to the price limitations described above within six (6) months from the later of the last day for Tenant’s acceptance of the Term Notice, or the date of the closing of the transaction if Tenant delivers a Tenant’s Acceptance Notice and fails to close, as the case may be, Tenant’s first right of opportunity as provided herein shall be reinstated.

4. MINIMUM RENT. During the Lease Term, Tenant agrees to pay the Landlord at the address as shown herein, or at such other place as the Landlord may from time to time designate in writing, “Minimum Rent” for the Premises. Said rent shall be payable in advance on the first of each month, without deduction or set-off, without notice or demand, as follows:

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5. SECURITY DEPOSIT. [This Paragraph has been deliberately omitted.]

6. OPERATING COSTS.

(a) Tenant shall maintain the Premises in their condition on the Effective Date at Tenant’s sole cost and expense. Landlord may inspect the Premises and, if Landlord reasonably determines that Tenant is not maintaining the Premises in their condition on the Effective Date, Landlord may provide Tenant with written notice of any such maintenance concern, and Tenant shall promptly make such repairs. If Tenant fails to complete such repairs within thirty (30) days of receipt of such notice, Landlord may undertake such repairs and Tenant shall be obligated to reimburse Landlord for its costs within ten (10) days of receipt of an invoice therefore. Landlord represents and warrants to Tenant that the exterior walls, foundation and roof of the Premises are in good working order on the Effective Date. Landlord will, at its cost, replace, restore, repair or maintain (as necessary) the roof until the first anniversary of the Commencement Date. Landlord will, at its cost, replace, restore, repair or maintain (as necessary) the exterior walls and foundation of the Premises until the fifth anniversary of the Commencement Date. Tenant shall be fully responsible for the replacement, restoration, repair and maintenance of the roof, exterior walls and foundation of the Premises thereafter. If Landlord fails to commence such repairs within thirty (30) days of receipt of any notice from Tenant, Tenant may undertake such repairs and Landlord shall be obligated to reimburse Tenant for its costs within ten (10) days of receipt of an invoice therefore; provided , however, that Tenant shall have no rights to offset or set off any such amounts against the Rent to be paid hereunder. If Landlord does not reimburse Tenant within ten (10) days from the date of notice, such charge shall bear interest at the rate of eighteen percent (18%) per annum until paid.

Notwithstanding anything to the contrary herein contained (except for the provisions of paragraph 32 below), if Tenant makes any changes, additions or alterations to the roof of the Premises which involves penetration of the roof (other than those for telecommunications installations so long as the installation contractor has Landlord’s prior written approval which will not be unreasonably conditioned, delayed or denied), Landlord’s obligations to replace, restore, repair or maintain the roof shall cease. If Tenant undertakes any structural repairs in the Premises which impact, affect, or alter the walls or foundation of the Premises, Landlord’s obligation to replace, restore, repair or maintain that portion of the exterior walls and foundation of the Premises shall cease as of the date of such action by Tenant. Any Operating Costs that pertain to a period prior to or after the Lease Term will be pro rated between Landlord and Tenant in the proportion of the amount of the Lease Term that falls within the period to which the Operating Costs pertain.

(b) Tenant shall pay all Operating Costs during the Lease Term.

7. TAXES.

(a) Tenant shall pay all Real Property Taxes on the land, buildings and other improvements constituting the Property and the Premises (including any fees, taxes or assessments against, or as a result of, any tenant improvements installed in the Premises by or for the benefit of Tenant) attributable to the Lease Term. Tenant shall pay such taxes ten (10) days prior to their due date and shall promptly provide Landlord with evidence of such payment.

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(b) Tenant shall pay before delinquency all taxes charged against trade fixtures, furnishings, equipment or any other personal property belonging to Tenant which become payable during the Lease Term. In the event any or all of Tenant’s leasehold improvements, equipment, furniture, fixtures and other personal property shall be assessed and taxed with the Property, Tenant shall pay to Landlord its equitable share of such taxes within ten (10) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of such taxes determined by Landlord to be applicable to Tenant’s property.

(c) Any Real Property Taxes or other taxes described in this Paragraph 7 that pertain to a period prior to or after the Lease Term will be pro rated between Landlord and Tenant in the proportion of the amount of the Lease Term that falls within the period to which the Real Property Taxes or other taxes pertain.

(d) Tenant may contest any Real Property Taxes or other taxes described in this Paragraph 7 by proceedings conducted in accordance with law. Landlord will cooperate fully with Tenant in any such contest. Tenant will hold Landlord harmless from any loss, liability, or expense arising out of any such contest. If Landlord so requires, Tenant shall escrow the disputed tax amount with Landlord as security for any liability that may be incurred as a result of such contest.

8. USE OF PREMISES/MAINTENANCE OF LIQUOR LICENSE.

(a) Tenant shall use the Premises only for the Permitted Use. Any other use shall be subject to the prior written consent of Landlord, which may be withheld in Landlord’s reasonable discretion.

(b) Tenant shall not cause or permit any Hazardous Material (as herein after defined) to be brought upon, transported through, stored, kept, used, discharged or disposed in or about the Property by Tenant, its agents, employees or contractors, except that any such Hazardous Material brought upon, transported, used, kept or stored in or about the Property which is necessary for Tenant to operate its business for the Permitted Use will be brought upon transported, used, kept and sorted in only such quantities as are necessary for the usual and customary operation of Tenant’s business and in a manner that complies with (i) all laws, rules, regulations, ordinances, codes or any other governmental restrictions or requirements of all federal, state and local government authorities having jurisdiction thereof regulating such Hazardous Material, (ii) any permits issued for any such Hazardous Material (copies of which must be delivered to Landlord before any Hazardous Material is brought in, on or about the Property), and (iii) all products and manufacturers’ instructions and recommendations, to the extent they are stricter than laws, rules, regulations, ordinances, codes or permits. If Tenant, its agents, employees or contractors, in any way breach the obligations stated in this subparagraph 8(b), or if the presence of Hazardous Materials on the Property caused or permitted by Tenant results in release or threatened release of such Hazardous Material, on from or under the Property in violation of law, or if the presence on, from or under the Property of Hazardous Materials otherwise arises out of the operation of Tenant’s business in violation of law, Tenant shall indemnify, defend, and hold harmless Landlord (and Landlord’s directors, shareholders, officers, employees, partners, agents, mortgagees or successors to Landlord’s interest in the Premises) (collectively, herein “Indemnity”) from any and all claims, sums paid

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in settlement of claims, judgments, damages, clean-up costs, penalties, fines, fees or expenses (including without limitation attorney, consultant and expert fees and any fees incurred by Landlord to enforce the Indemnity) which arise during or after the Term as a result of Tenant’s breach of such obligations or such contamination of the Property violation of law as provided in this subparagraph 8(b). The Indemnity includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material present in the soil or groundwater on, under or originating from the Property if it is determined that Tenant caused or permitted such Hazardous Material to be present in the soil or groundwater in violation of law. Without limiting the foregoing, if the presence of any Hazardous Material on the Property caused or permitted by Tenant results in any contamination, release or threatened release of Hazardous Material on, from or under the Property or other properties in violation of law, Tenant shall promptly take all actions at its sole cost and expense which are necessary to return the Property and any other affected property to the condition existing prior to the introduction of such Hazardous Material; provided that Landlord’s approval of such actions shall first be obtained (which approval shall not be unreasonably withheld) and so long as such actions do not have or would not potentially have any material adverse effect on Landlord, on the Property or on other property. The Indemnity contained in this subparagraph 8 (b) shall survive the expiration or earlier termination of this Lease and shall survive any transfer of Landlord’s interest in the Property.

(c) In conjunction with the operation of the Premises for its Permitted Use, Tenant has obtained a tavern license from the State of Colorado and the City of Glendale (“Liquor License”). Tenant shall be solely responsible for and Tenant shall pay any and all fees, assessments, charges, levies or other monetary obligations imposed in connection with the Liquor License as required by applicable law. In the event Tenant receives any notice of violation, citation, written or oral warning, or any complaint, objection, or challenge to the Liquor License, Tenant shall notify Landlord in writing of such information within three (3) days of receipt of such written or oral notice and, if such notice was written, Tenant shall include in said notice a copy of any notice, citation, correspondence or other written information provided to Tenant. Tenant shall utilize its best efforts to maintain the Liquor License in good standing and in full compliance with the rules, regulations, ordinances and statutes of the City of Glendale and the State of Colorado.

9. COMPLIANCE WITH LAW. Tenant shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated including, without limitation, the Americans With Disabilities Act. Landlord represents to Tenant that Landlord has received no notice that the Premises do not comply with all such laws, statutes, ordinances and rules and regulations on the Effective Date. Tenant shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force and with the requirements of any board of fire underwriters or other similar bodies now or hereafter constituted relating to or affecting the condition, use or occupancy of the Premises, excluding those limited structural changes which are the responsibility of Landlord pursuant to subparagraph 6(a) above, which shall be the sole cost and expense of Landlord; however, Tenant will not be obligated to comply with any such laws, statutes, ordinances, rules, regulations and requirements if (a) Landlord had received notice that the Premises did not comply on the Effective Date, or (b) unless required by competent governmental authorities. Tenant may at its expense contest its compliance

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obligations so long as Landlord is not subjected to any expense that Tenant does not pay or subject to criminal liability. The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of that fact as between Landlord and Tenant.

10. ALTERATIONS AND ADDITIONS. Tenant shall not make or allow to be made any structural alterations, additions or improvements to or of the Premises or any part thereof without first obtaining the written consent of Landlord. However, Landlord’s consent will not be required to make any non-structural alterations, additions or improvements to the Premises that conform to applicable building codes. In the event Landlord consents to the making of any alterations, additions or improvements to the Premises by Tenant, the same shall be made by Tenant at Tenant’s sole cost and expense and shall be completed in a good and workmanlike manner, free of any liens. Any alterations, additions or improvements to or of the Premises, including, but not limited to, wall covering, paneling and built in cabinet work, but excepting movable furniture, decorations, trade fixtures and any personal property, shall at once become a part of the realty and belong to Landlord and shall be surrendered with the Premises. Upon the expiration or sooner termination of the Term, Tenant shall, upon written demand by Landlord, at Tenant’s sole cost and expense, forthwith and with all due diligence, remove any alterations, additions or improvements made by Tenant which are designated by Landlord to be removed at the time of installation, and Tenant shall, forthwith and with all due diligence, at its sole cost and expense, repair any damage to the Premises caused by such removal.

11. MAINTENANCE AND REPAIR.

(a) Subject to Landlord’s limited obligations under subparagraph 6(a), by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in good order, condition and repair. Tenant shall, at Tenant’s sole cost and expense, keep the Premises and every part thereof in good condition and repair, including without limitation, the maintenance, repair and replacement of any storefront, doors, window casements, glazing, plumbing, pipes, electrical wiring and conduits, and the heating and air conditioning (“HVAC”) system. Tenant shall obtain a service contract for repairs and maintenance of the HVAC system and shall provide to Landlord a copy of the service contract along with written details of any and all scheduled and other repairs and maintenance performed on the HVAC system within ten (10) days of the date of such performance. Tenant shall, upon the expiration or sooner termination of this Lease, surrender the Premises to Landlord in good condition, broom clean, ordinary wear and tear and damage subject to Paragraph 24 excepted. Except for damage subject to Paragraph 24, any damage caused by Tenant’s use of the Premises shall be repaired at the sole cost and expense of Tenant.

(b) Except as specifically provided in subparagraph 6(a) above, Tenant shall repair and maintain the structural portions of the Building, including the exterior walls and roof. Landlord shall not be liable for Tenant’s failure to make such repairs or to perform any maintenance. There shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant waives any right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect.

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(c) If Tenant refuses or neglects to repair or maintain the Premises, as required herein, to the reasonable satisfaction of Landlord, Landlord shall provide Tenant with written notice of any such refusal or neglect and Tenant shall repair any item mentioned in said notice within thirty (30) days thereafter. If Tenant has not made such repairs within the 30-day period, Landlord may make such repairs without liability to the Tenant for any loss or damage it may accrue to Tenant’s merchandise, fixtures or other property or to Tenant’s business by reason thereof and, upon completion thereof, Tenant shall pay Landlord’s costs for making such repairs upon presentation of a bill thereof. In the event Tenant does not pay such bill within ten (10) days of its receipt, such failure shall be an event of default hereunder, Landlord shall be entitled to utilize all of its remedies herein and such amount shall bear interest at the rate of eighteen percent (18%) per annum from the date of the notice. Notwithstanding the foregoing, in the event that Tenant in good faith disputes Landlord’s claim that Tenant has failed to repair or maintain any aspect of the Premises, then if Landlord makes any repairs, Tenant shall not be obligated to pay for the repairs or any interest thereon until the dispute is finally determined; provided , that Tenant shall deposit the disputed amount with the Landlord until the dispute is resolved.

12. LIENS. Tenant shall keep the Property free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Tenant or shall facilitate the release or protest of any such lien within thirty (30) days after the lien is filed. Landlord shall have the right to post notices on the Premises that the Premises are not subject to liens of those providing labor and/or materials to the Premises at the request of the Tenant pursuant to Colorado Statutes. Tenant shall provide Landlord with ten (10) days prior written notice prior to commencing any improvements at the Property, to allow Landlord adequate time to post said notices. If Tenant determines to protest any lien, or if such lien affects Landlord’s interest in the Premises, for any reason, Landlord may require Tenant to post a bond pursuant to the provisions of C.R.S. § 38-22-131.

13. ASSIGNMENT AND SUBLETTING.

(a) Tenant shall not (voluntarily, by operation of law or otherwise) assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the written consent of Landlord, which consent will not be unreasonably withheld, conditioned or delayed and will not be withheld if the assignee, subtenant or transferee is reputable, has equal or better credit than Tenant and any guarantor of this Lease at the time of the subject transaction, and has substantial experience in the operation of the Permitted Use. Any assignment or subletting without such consent (whether actual or deemed) shall be void, and shall, at the option of Landlord, constitute a default under the terms of this Lease. Acceptance of Rent by Landlord from anyone other than Tenant shall not be construed as a consent or waiver by Landlord, nor as a release of Tenant, but the same shall be taken to be a payment on account of Tenant. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Notwithstanding anything to the contrary in this Paragraph 13, Tenant may assign or sublet the Premises without the prior written consent of Landlord, to an entity which currently owns more than fifty percent (50%) of the voting stock of Tenant or which Tenant owns greater than fifty percent (50%) of all classes of stock (or all classes of partnership or membership interest).

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(b) Tenant shall provide Landlord with a copy of any proposed sublease or assignment that contains the name and address of the proposed subtenant or assignee, the anticipated effective date of the proposed sublease or assignment, the duration of the term of any proposed sublease, and the amount of space any proposed subtenant will occupy. In addition, Tenant shall provide detailed information regarding the proposed subtenant’s or assignee’s financial condition and credit history, relevant business history and experience, together with any other pertinent information which Landlord reasonably requires. Landlord may require an opportunity to meet and interview the proposed subtenant or assignee as well. For purposes of Landlord’s consent to a proposed sublease or assignment, it shall be con