LIMITED PARTNERSHIP PURCHASE AGREEMENT

Exhibit 10.35

LIMITED PARTNERSHIP PURCHASE AGREEMENT

THIS LIMITED PARTNERSHIP PURCHASE AGREEMENT is executed as of January 18, 2007, by and among Lowrie Management LLLP, a Colorado limited liability limited partnership(hereinafter referred to as “Lowrie”) and Illinois Acquisitions Inc., a Colorado corporation (hereinafter referred to as “Illinois”), VCG Holding Corp., a Colorado corporation (hereinafter referred to as “VCG”), and RCC LP., an Illinois limited partnership doing business as “Roxy’s” (hereinafter referred to as the “Company”).

WHEREAS, the Company owns and operates an adult entertainment nightclub known as Roxy’s located at 210 Madison Avenue , Brooklyn, Illinois (“Roxy’s” or the “Premises”) and is licensed by the State of Illinois to sell liquor on the Premises.

WHEREAS, in connection with the VCG’s purchase of the one percent general partnership interest and a eighty-seven percent (61%) limited partnership interest for 50,000 shares of restricted common stock from VCG and $800,000 (Eight Hundred Thousand Dollars). Two Hundred Thousand of the purchase price is required as a deposit upon execution of this agreement.

WHEREAS, Illinois owns the general partnership interest of the Company (1%).

WHEREAS, Illinois is the general partner of other limited partnerships and this sale does not include these other partnerships or any ownership of Illinois direct or indirect.

WHEREAS, Lowrie owns a 61% of limited partnership interest of the Company.

WHEREAS, VCG has offered to purchase, and Illinois and Lowrie has offered to sell, all of its ownership of the Company in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the above premises, the respective representations, warranties and agreements herein contained, and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.1 Agreement to Purchase .

VCG hereby agrees to purchase, and Illinois hereby agrees to sell, transfer, assign and deliver to VCG, the general partnership interest it owns in the Company for a 50,000 shares of restricted common stock of VCG.

VCG hereby agrees to purchase, and Lowrie hereby agrees to sell, transfer, assign and deliver to VCG, all of the limited partnership interest it owns in the Company for $800,000.

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1.2 Closing . The completion of the purchase shall take place at such place and time as may be agreed between the parties, no later than March 31, 2007 (the “Termination Date”). The date of completion of the purchase shall be hereinafter referred to as the “Closing Date.” Regardless of the Closing Date, the parties agree that the purchase shall be upon transfer of the liquor license (the “Purchase Date”).

2. Actions on the Closing Date

2.1 VCG Actions at Closing . On the Closing Date, VCG shall deliver to Illinois and Lowrie:

2.0.1 50,000 shares of restricted common stock of VCG issued to Illinois.

2.0.2 The $600,000 balance of the purchase price after the deposit.

2.3.3 A certificate executed by VCG confirming the representations and warranties contained in Section 3 hereof as of the Closing Date.

2.2 On the Closing Date, Illinois and Lowrie shall deliver to VCG:

2.0.1 A certificate representing transfer of all of Illinois’s general partnership interest of the Company, properly endorsed and assigned to VCG Holding Corp., and any other instruments or documents that may be necessary, desirable or appropriate to transfer and assign to VCG all of its general partnership interest of the Company, all in a form and substance satisfactory to counsel for VCG;

2.0.2 A certificate representing transfer of all of Lowrie’s limited partnership interest of the Company, properly endorsed and assigned to VCG Holding Corp., and any other instruments or documents that may be necessary, desirable or appropriate to transfer and assign to VCG all of its limited partnership interest of the Company, all in a form and substance satisfactory to counsel for VCG;

2.0.3 A certificate executed by Illinois, Lowrie and the Company confirming the representations and warranties contained in Sections 4 and 5 hereof as of the Closing Date;

2.0.4 All of the books and records of the Company.

2.4.5 Any and all other documents reasonably requested by VCG to be delivered by Seller at Closing.

3. Representations and Warranties of VCG . VCG represents and warrants to Seller, as of the date hereof and up to and including the Closing Date, as follows:

3.1 Organization and Good Standing . VCG is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado.

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3.2 Corporate Powers, Compliance with Other Instruments, and Law . VCG has the unconditional right, power and authority to execute, pursue and complete this Agreement, and neither the execution of this Agreement, nor the completion of the acts and events described in and/or contemplated by this Agreement, in accordance with its provisions, will violate the Articles of Incorporation, as amended, or bylaws of VCG, nor any existing law, order, rule, regulation, writ, injunction or decree of any governmental entity having jurisdiction over VCG or its properties.

4. Representations and Warranties of Seller and the Company . Illinois, Lowrie, and the Company, jointly and severally, represent and warrant to VCG, as of the date hereof and up to and including the Closing Date, as follows:

4.1 Organization and Good Standing . The Company is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Illinois. The Company has full power and authority, corporate and otherwise, to carry on its business as and where now conducted and to own and operate the properties and assets now owned and operated by it. The Company is duly qualified to transact business and in good standing in each jurisdiction where the ownership of its properties and assets or the conduct of its business requires it to be licensed or qualified to do business.

4.2 Limited Partnerships Powers, Compliance with Other Instruments, Governmental Consents and Laws. The General Partner has the unconditional right, power and authority to execute, pursue and complete this Agreement. The execution and completion of this Agreement and the completion of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Illinois. Neither the execution of this Agreement, nor the completion of the acts and events described in and/or contemplated by this Agreement, in accordance with its provisions, will alter the rights or remedies of the Company with respect to others, or conflict with or constitute a default under or a breach or a violation of or grounds for termination of, or an event which, with the lapse of time or notice, could constitute a default under or breach or violation or grounds for termination of (i) the articles of incorporation, as amended, or bylaws of the Company as the same are currently in effect, (ii) any note, indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which it is bound, (iii) any existing law, order, rule, regulation, writ, injunction or decree of any union or any government, governmental department, commission, board, bureau, agency or instrumentality or court, domestic or foreign, having jurisdiction over the Company or its properties. Except for (i) all necessary approvals by the State of Illinois with respect to the transfer of the Company’s license to sell liquor and (ii) any adult entertainment license, no consent, approval, authorization or order of any person, entity, court or governmental agency or body or union or other body is required by the Company to complete the transactions contemplated herein.

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4.5 Licenses . The Company is currently licensed to present live adult entertainment by the City of Brooklyn, Illinois, and is in compliance with all reporting obligations and other requirements of such license. Company has delivered to VCG a true, correct and complete copy of the sexually oriented business license and tavern liquor license, the original both are at the Premises, and the same is in full force and effect. No person or entity (including, but not limited to, the State of Illinois) has commenced any proceeding against the Company, or against any person currently or previously associated with the Company or Roxy’s, for the revocation or suspension of any such license, or for the imposition of any conditions thereon, or for the imposition of any fine or penalty on the Company.

4.6 Delivery of Documents and Schedules .

4.6.1 The Company has delivered to VCG a complete and accurate list, attached hereto as Schedule 4.6.1, of all liens, encumbrances, licenses, leases, employment agreements (including any pension, profit sharing, bonus or severance pay commitments), collective bargaining agreements, and other contracts, undertakings, and commitments to which the Company is a party or by which it is bound or to which any of its properties or assets are subject. The Company has performed all obligations required to be performed by it under such liens, encumbrances, licenses, leases, contracts, agreements, and other undertakings and commitments and is not in default under any of them.

4.6.2 The Company has delivered to VCG a complete and accurate list, attached hereto as Schedule 4.6.2, of all property and assets owned by the Company, including, but not limited to, all equipment, furniture, fixtures, and other physical assets and property owned by the Company and used in connection with the operation of Roxy’s. The Company has good and marketable title to all property and assets used in its business, including, but not limited to, all property and assets reflected in the Financial Statements, as defined in Section 4.7, and in Schedule 4.6.2, and all property and assets acquired by it after the date of the Financial Statements, subject to no liens, mortgages, pledges, encumbrances, or charges of any kind except as set forth in Schedule 4.6.1. The property and assets of the Company, including, but not limited to, equipment and other facilities of the Company, have been properly maintained, are in good working and operating condition and repair, and are suitable for the uses for which they are intended and for their use in the business. There are no security interests on any of the property and assets that arose in connection with any failure or alleged failure to pay any tax.

4.6.3 The Company has delivered to VCG a complete and accurate list, attached hereto as Schedule 4.6.3, briefly describing all general liability policies and other insurance policies maintained by the Company, including the annual costs of such policies. These policies are in amounts and provide coverage customarily maintained by similar businesses similarly situated and are and shall be in full force and effect through the Closing Date.

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4.6.4 The Company has delivered to VCG a complete and accurate list, attached hereto as Schedule 4.6.4, of all employees and independent contractors of the Company and their respective rates of compensation, including benefits, if any. All of the employees and independent contracts have and will have received all compensation and benefits due from the Company through the Closing Date.

4.6.5 The Company has delivered to VCG a complete and accurate list, attached as Schedule 4.6.5, of all bank accounts presently maintained by the Company, showing the names of all persons authorized to make withdrawals or sign checks on those accounts or have access to them, and any powers of attorney, presently in effect, granted by the Company.

4.6.6 Other than as set forth on Schedule 4.6.6 attached hereto, no litigation, proceeding, or controversy is pending against the Company or its assets before any court or any governmental agency and, to the knowledge of Seller or the Company, no such litigation, proceeding, or controversy is threatened or anticipated. The Company has not violated any laws, regulations, or orders applicable to its business or activities, and the conduct of the present business of the Company at its present location is in conformity with all zoning and building code requirements.

4.6.7 The Company has delivered to VCG true, complete, unmodified and correct copies of the Company’s federal, state and local tax returns.

4.7 Financial Statements . Attached as Schedule 4.7 are true and complete copies of the financial statements of the Company as of December 31, 2004 and 2005, and 2006. The financial statements are complete and accurate, have been prepared in accordance with generally accepted accounting (“GAAP”) principles consistently applied, and present fairly, to the extent reported thereon, the financial position of the Company as of the end of the periods reflected thereon. The financial statements attached hereto as Schedule 4.7 and information described herein is collectively referred to as the “Financial Statements.”

4.8 Independent Certified Public Accountants . The Financial Statements have been audited by Ronald Chadwick PC, CPA, independent certified public accountant.

4.9 Material Transactions and Adverse Changes . Between the date of the Company’s Financial Statements and the Closing Date, there has not and will not have been, occurred or arisen:

4.9.1 Any material adverse change in the business or financial condition of the Company from that shown in the Financial Statements; or

4.9.2 Any damage or destruction in the nature of a casualty loss, whether covered by insurance or not, materially and adversely affecting any one or more assets, properties or the business of the Company; or

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4.9.3 Irrespective of any rights to indemnification, any waiver, release or deferral, by the Company of any right to substantial value or significance which singly or in the aggregate is material to the Company; or

4.9.4 Any borrowing of money or any commitment to borrow money by the Company or any cancellation, termination or modification of any existing loan and/or commitment to lend money to the Company; or

4.9.5 The creation of or entrance into any new or existing business entity by the Company; or

4.9.6 Any other event, condition or state of facts of any character which materially and adversely affects, or, threatens to materially and adversely affect, the business, properties or assets of the Company, or results of operations or financial condition of the Company.

4.10 Taxes .

4.10.1 All personal property tax, transaction privilege tax, payroll withholdings, workman’s compensation, income tax, excise tax, unemployment, social security, occupation, franchise and other taxes, duties or charges levied, assessed or imposed upon the Company by the United States or by any government, state, municipality or governmental subdivision have been and shall be duly paid by the Company through the Closing Date. All federal state and local income excise, unemployment, social security, occupation, franchise and other tax reports and returns and other reports required by law or regulation have been and shall be duly filed by the Company through the Closing Date. The Company has withheld and paid when due all taxes required to have been withheld and paid in connection with amounts paid or owing to any employees, independent contractors, creditors, stockholders or other third parties, through the Closing Date. The Company and Seller have no basis to expect that any authority will assess any additional taxes for any period for which tax returns shall have been filed at the Closing Date. There is not, and as of the Closing Date there shall not be, any dispute or claim concerning any tax liability of the Company either (a) claimed or raised by any authority in writing or (b) as to which the Company or Seller has knowledge based upon personal contact with any agent of such authority. There are not, and as of the Closing Date there shall not be, any liabilities for prior years’ taxes that could constitute a lien against any part of the Company’s assets or property or subject VCG or the Company to liability therefore.

4.10.2 Adequate reserves have been established for all income and other tax liabilities on the Financial Statements for the period then ended and for all preceding periods through the Closing Date for the Company.

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4.10.3 The Company has not waived and will not waive any statute of limitations with respect to any of its liabilities, including, without limitation, liability for federal income or any other taxes for any period prior to the Closing Date.

4.10.4 No consents have been filed pursuant to Section 754 b of the Internal Revenue Code of 1986, by the Company or any transferor of the Company through the Closing Date.

4.10.5 After the Closing Date, neither the Company nor VCG shall have any obligation to pay any tax attributable to a period or activity prior to the Purchase Date. Any income tax obligation or benefit for the tax period ended December 31, 2007 shall be attributed between Illinois, Lowrie and VCG on the basis of the income and expenses of the Company for that part of the year that the Shares were owned by the respective party.

4.11 Contracts . The Company is not a party to any contract not made in the ordinary course of business, nor is the Company a party to any (1) contract for the employment of any officer or individual employee.

4.12 Contingent Liabilities . There are no claims, actions, suits, proceedings or investigations pending or threatened, against or affecting the Company or its property or assets, in any court or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or arbitration tribunal, or other forum. There are no judgments, decrees, orders, writs, injunctions, demands or any other mandates outstanding to which the Company is a party or by which it is bound or its property or assets affected.

4.13 Guarantees . There are no contracts or commitments by the Company directly or in