SALES AGREEMENT

1.1

SALE OF MEMBERSHIP INTEREST: Seller shall sell to Buyer, and Buyer shall purchase and acquire from Seller, free of all liabilities and encumbrances, except those hereinafter expressly provided, and subject to all the terms and conditions hereinafter set forth, all of the right, title and interest of Seller in and to Epicurean, which will equal one hundred percent (100%) of all membership interests in Epicurean at the time of Close.

1.2

ASSETS OF EPICUREAN: The Assets of Epicurean include, but are not limited to the following: A certain Arizona Series 6 Liquor License # 06070572

and the inventory and liquor currently situated at 1902 N. Black Canyon Freeway, Arizona; These assets are currently utilized in the operation of an adult live entertainment establishment at 1902 N. Black Canyon Freeway, Phoenix, Arizona. A more precise itemization of Epicurean’s assets that are included with this sale is set out in the attached Schedule A.

1.3

EXCLUDED ASSETS: The following assets are excluded from this membership interest sale and shall be transferred from Epicurean to VCG:

(i)

All cash on hand and amounts on deposit with financial institutions at the time of closing.

(ii)

All utility deposits of Epicurean existing at the time of Closing.

(iii)

All claims, rights and causes of action against third parties accrued to Epicurean up to the moment of Closing.

(iv)

All credit card receivables accrued to Epicurean up to the time of Closing.

1.4

SIMULTANEOUS CLOSING CONDITIONS: This Agreement is conditioned on the simultaneous execution of a new lease for the property located at 1902 N. Black Canyon Freeway, Phoenix, Arizona. This condition may not be waived by either Buyer or Seller. The new lease is attached as schedule B and will contain a Option to Purchase for the real property and will contain terms normally and customarily used in such an agreement.

1.5

TRADENAME: The Buyer will own the interest in the name “Epicurean Enterprises,” however, there is no other name, tradename or logo that is a part of the assets involved in this sale.

1.6

MEMBERSHIP PURCHASE PRICE : The parties agree the Purchase Price for all of the Seller’s membership interest in Epicurean is Two Million Five Hundred Thousand ($2,500,000.00) Dollars. The parties agree the value associated with the purchase of the above referenced Liquor License is $200,000.00. The parties further agree this Purchase Price shall be paid by the Buyer to the Seller as follows:

1.7

INDEMNIFICATION: Seller agrees to indemnify Buyer and hold Buyer harmless as to any expenses, damages, losses, or liabilities incurred by Buyer as a direct result of claims, obligations, or liabilities attempted to be enforced against Epicurean after Closing for an event, act or omission that arose prior to Closing, or as a result of any breach of any of Seller’s representations or warranties contained in this Agreement.

1.8

TRANSFER EXPENSES: The Buyer agrees to pay any expenses associated with any liquor license transfer or recording expenses or expenses related to notices to the State of Epicurean’s change of Members, Agents or Officers.

1.9

CLOSING DATE: The Closing Date for this transaction is five (5) days after complete satisfaction, or waiver by Buyer and Seller, of the Conditions contained in Section 5.2 of this Agreement. Closing shall occur at any place the parties agree. The closing date shall be prior to February 1, 2007.

1.10

BUYER POSSESSION OF THE ASSETS: Buyer’s actual possession of the Assets in Exhibit A shall occur simultaneous with Closing this transaction and complete payment of the sums due at Closing pursuant to this Agreement.

1.11

INCORPORATION OF EXHIBITS: The parties agree that all of the Exhibits referenced in this Agreement shall be incorporated into this Agreement and are as effective as integral and material parts of this Agreement.

2.1

ORGANIZATION: Seller represents and warrants that at the time of Closing, he will be the sole owner of 100% of the membership interests in Epicurean; that Epicurean is an Arizona limited liability company and duly organized, validly existing and in good standing under the laws of the State of Arizona, with all the requisite power and authority to conduct its lawful business in the State of Arizona, and otherwise to carry on an adult live entertainment establishment at 1902 North Black Canyon Freeway, Phoenix, Arizona, and otherwise to carry on its operation and business as it is now being carried on at such location.

2.2

ORGANIZATION AUTHORITY: The Seller has the necessary and requisite power and capacity to enter into this Agreement.

2.3

NO VIOLATION OF ARTICLES OR OPERATING AGREEMENT: Neither the execution and delivery of this Agreement by the Seller, nor the performance by the Seller of his obligations hereunder, nor the consummation by him of the transactions contemplated by this Agreement (a) Violates any provision of the Articles of Organization or Operating Agreement of Epicurean, nor (b) to the best of the Seller’s knowledge, does it violate any statute or law or any judgment, decree, order, regulation or rule of any court or government authority to which the Seller or Epicurean are subject, and which would have a material, adverse effect on Epicurean or the Buyer as Epicurean’s owner.

2.4

LITIGATION/CLAIMS: Seller has no actual knowledge of any litigation, claims, arbitration, or administrative proceeding pending or threatened against Epicurean or its assets, including its liquor license.

2.5

KNOWLEDGE OF CURRENT VIOLATIONS/ADMINISTRATIVE ACTIONS INVOLVING EPICUREAN: Epicurean is not in violation of any law, regulation, consent order, order, judgment, injunction or decree against it the effect of which would be materially adverse to the Epicurean ownership in the hands of the Buyer.

2.6

NO WARRANTIES: Seller makes no warranty of fitness for use or merchantability respecting the Assets set forth in Exhibit A. THIS PROVISION DOES NOT APPLY TO EPICUREAN’S LIQUOR LICENSE, WHICH IS WARRANTED BY Seller TO BE CURRENT AND IN GOOD STANDING AND NOT SUBJECT TO ANY ADVERSE OR EQUITABLE CLAIMS AND ALSO NOT SUBJECT TO ANY PENDING ADMINISTRATIVE ACTIONS.

2.7

SELLER’S REPRESENTATION RESPECTING THE USE OF THE EPICUREAN BUSINESS PREMISE: The property located at 1902 N. Black Canyon Freeway is an “A-1” zoned District in Phoenix, and Epicurean has used these premises since November 2, 1998 as a “bar” and “adult live entertainment establishment,” as those words in quotes are defined by the Phoenix Zoning Ordinances,.

2.8

DUTY TO COOPERATE. Seller and Seller’s attorney will reasonably cooperate with the Buyer and Buyer’s attorney to determine conclusively,

prior to Closing, that the location of 1902 N. Black Canyon Freeway may lawfully be currently used as a “bar” and “adult live entertainment” establishment, as these terms are defined by the Phoenix Zoning Ordinance.

2.9

SELLER’S REPRESENTATIONS RESPECTING TAX RETURNS . The Seller, as Managing Member of Epicurean, will cause to be filed and paid in a timely manner all applicable federal, state and local taxes related to income received from Epicurean up to and through December 31, 2006. Seller warrants that all tax returns filed or to be filed by or on behalf of VCG., and related to income or loss from Epicurean are, or will be, substantially accurate, and to the best of Seller’s knowledge will not result in any future claim against the assets of Epicurean in Buyer’s hands. Seller also warrants that no examination of any of the tax returns of VCG is pending, and that neither Epicurean or VCG has been notified by any taxing authority of an intent to conduct an examination of any such tax return. Seller further warrants that VCG is responsible for and will timely pay all income tax liabilities of Epicurean up to the date of Closing.

2.10

TITLE TO ASSETS: Seller warrants that as of the Closing Epicurean has good, marketable unencumbered title to the Assets referred to herein free and clear of all liens, claims and encumbrances.

2.11

CURRENT LEASE NOT IN DEFAULT: Seller warrants that neither he nor Epicurean are currently, and at the time of the Closing will not be, in default of any lease applicable to the Epicurean business premises and any such lease shall be terminated without any further liability on the part of Epicurean prior to Closing.

2.12

REPRESENTATIONS CONCERNING ENTERTAINERS WHO HAVE APPEARED, OR ARE APPEARING, AT EPICUREAN’S BUSINESS PREMISES: The Seller represents that Epicurean:

(i)

Has always properly classified workers, lessees, licensees, employees, and independent contractors for tax and minimum wage payment purposes.

(ii)

Has never, since the inception of the formal organizational status of Epicurean, treated any topless performer appearing on the Epicurean business premises as an employee of Epicurean, or paid any employer’s share of withholding tax on the earnings of any such person.

(iii)

Has never, since the inception of the formal organizational status of Epicurean been the object of any claim or suit by any person or government entity asserting failure to pay minimum wage to any person or report income or tips of any person.

2.13

REPRESENTATIONS RESPECTING CUSTOMERS AND EMPLOYEES: The Seller makes no warranty or representation that the present customers of the business will continue patronizing his business following the Buyer’s execution or closing of this Agreement, or that Epicurean’s current employees will continue to remain as employees of Epicurean after the execution or Closing of this transaction.

2.14

INSURANCE: Epicurean maintained in full force and effect a policy of general liability insurance without any lapses in coverage.

2.15

MEMBERSHIP OWNERSHIP: Seller’s interest in Epicurean to be transferred hereunder represents one hundred percent (100%) of all the equitable, beneficial or legal interest in Epicurean Enterprises, L.L.C. There are no other interests in Epicurean that are outstanding or promised, and there are no options, warrants or debt instruments, nor any other interest in Epicurean Enterprises, L.L.C. that at Closing shall be, issued or outstanding.

2.16

TERMINATION OF LEASE . At the time of Closing, the prior lease with Epicurean for the use of the property located at 1902 North Black Canyon Highway, Phoenix, Arizona shall be terminated by Seller and there shall be