SECURITY AGREEMENT

Exhibit 10.4

SECURITY AGREEMENT

THIS AGREEMENT, made this 28th day of July, 2008, by and between VCG-IS LLC, a California limited liability company (the “Debtor” or “Business,” where applicable) and 2640 W. Woodland, Inc. (the “Lender”).

W I T N E S S E T H:

WHEREAS, Lender has agreed to make Debtor a loan in the sum of Three Million Two Hundred Ninety-Three Thousand Twenty-Seven ($3,293,027.00) Dollars (the “Loan”); and

WHEREAS, it is the desire of Debtor to grant Lender a security interest in and to all of Debtor’s right, title and interest in all of those assets as described herein in Section 3.1 (the “Collateral”); and

WHEREAS, Lender and Debtor have entered into a Promissory Note of even date herewith which more particularly specifies their obligations to each other as contemplated by the Loan.

NOW, THEREFORE, for and in consideration of the premises, the mutual provisions and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.1 Debtor, for the purpose of inducing Lender to enter into this Security Agreement, the UCC-1 Financing Statement and the Promissory Note (the “Loan Documents”), represents and warrants the truth of the following statements hereof as of the date hereof and as of the date of disbursement pursuant to the terms of the Promissory Note:

Page Initialed: GS, MO

2.1 Debtor covenants and agrees that until full and final payment of all indebtedness of the Loan shall have been made, it will, unless Lender waives compliance in writing:

a. Promptly pay when due any notes evidencing the Loan.

b. If all or any part of the property secured by the Security Agreement is sold or transferred without Lender’s prior written consent, Lender may, at its option, require immediate payment in full of all sums secured thereby; provided, however, the Debtor may, without the prior written consent of Lender, sell, offer to sell, lease, offer to lease, remove from the premises of the Business or otherwise transfer any interest therein of the Business’ furniture or furnishings in the ordinary course of the business of Business so long as same is replaced or exchanged for same of equal or greater value.

c. Not waste or destroy the Collateral or any part thereof and will not use the Collateral in violation of any statute or ordinance. Lender may examine and inspect the Collateral at any time, wherever located with reasonable notice to the Debtor.

d. Pay, on or before their due dates, all taxes, assessments, levies, and charges upon or against the Collateral in which Lender is granted a security interest herein.

e. Keep the Collateral free from all liens, other than in favor of Lender until the Loan shall have been repaid in full.

f. Will not (i) permit any liens or security interests (other than Lender’s security interest) to attach to any of the Collateral (other than as specifically described herein); (ii) permit any of the Collateral to be levied upon under any legal process; (iii) dispose of any of the Collateral without the prior written consent of Lender subject to (b) above (except for minor modifications not exceeding $10,000.00, in the ordinary course of business); or (iv) permit anything to be done that may impair the value of any of the Collateral or the security intended to be afforded by this Agreement.

g. Will immediately notify Lender in the event Debtor receives notification of any type whatsoever from the City of Anaheim or any other governmental entity which makes allegations against Debtor that may result in the loss and/or suspension of the License issued by the City of Anaheim pursuant to Anaheim City Code, Title 18-18-54 and/or loss or suspension of Debtor’s right to operate the Business and Debtor will defend, indemnify, and hold harmless Lender from and against from and against any expenses, including reasonable attorneys’ fees incurred in connection with the defense of an indemnifiable claim and those incurred in connection with the enforcement of this provision, caused by, or resulting from or in any way arising out of such notification.

h. Upon default, as set forth herein, Debtor will consent to the transfer of the License issued by the City of Anaheim pursuant to Anaheim City Code, Title 18-18-54

i. Will not permit any change whatsoever in the membership units of the Debtor pledged hereunder, including but not limited to, changes in ownership, splits, issuance of additional units, options or warrants, and will maintain the Business as a separate entity at all times until full and final payment of the Loan shall have been made, unless Lender waives compliance in writing:

j. Procure and maintain, and pay all premiums, fees and charges for the purpose of procuring and maintaining continuously: (i) insurance on the Collateral against loss or damage by fire or other casualty with endorsements providing what is commonly known as all risk fire and extended coverage (but not including flood or earthquake coverage), vandalism and malicious mischief insurance, in an amount equal to the full replacement cost thereof; and (ii) general liability insurance with a combined single limit of not less than One Million Dollars ($1,000,000.00) for any bodily injury or property damage, with a deductible that is consistent with Debtor’s insurance practices. Lender may procure and maintain general liability insurance. All property, casualty and other policies of insurance referred to in this Agreement may include the other parties, as their interest may appear, as additional insureds, shall insure such party against liability arising out of the other party’s negligence or, to the extent typically covered by a standard policy of commercial general liability insurance, the negligence of any other person, firm or corporation and contain a contractual liability endorsement for liabilities assumed by the other parties under this Agreement. All policies procured hereunder shall be on standard policy forms issued by insurers of recognized responsibility, rated APlusXII or better by Be