0000930661-02-003259 Sample Contracts

LINE OF CREDIT AND SECURITY AGREEMENT
Line of Credit and Security Agreement • September 10th, 2002 • VCG Holding Corp • Colorado

THIS AGREEMENT is entered into effective as of June 30, 2002, by and between LOWRIE MANAGEMENT, LLLP, a Colorado limited liability limited partnership (“Lowrie”), and VCG HOLDING CORP., a Colorado corporation (“Borrower”).

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TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • September 10th, 2002 • VCG Holding Corp • Colorado

This Trademark License Agreement (the “Agreement”) is made effective as of June 30, 2002, by and between Lowrie Management, LLLP, a Colorado limited liability limited partnership (“Licensor”), and VCG Holding Corp., a Colorado corporation including all of its existing and future subsidiaries (“Licensee”).

MANAGEMENT CONTRACT
Management Contract • September 10th, 2002 • VCG Holding Corp • Colorado

THIS AGREEMENT is made effective May 1, 2002, by and between International Entertainment Consultants, Inc., a Colorado corporation (“Manager”), and VCG Holding Corp., a Colorado corporation (“Company”).

PURCHASE AGREEMENT
Purchase Agreement • September 10th, 2002 • VCG Holding Corp • Indiana
FINAL VERSION 3-27-02 PLATINUM OF ILLINOIS, INCORPORATED STOCK PURCHASE/SALE AGREEMENT
Stock Purchase/Sale Agreement • September 10th, 2002 • VCG Holding Corp • Illinois

THIS STOCK PURCHASE/SALE AGREEMENT, hereinafter the “Agreement,” is made and entered into as of the 27th day of March 2002, by and between SHELIA LICHTY and LINDA SONNENSCHEIN, hereinafter referred to as the “SELLERS,” and VGC HOLDINGS, INC, A COLORADO CORPORATION, or its Designee/Nominee/Assignee hereinafter referred to as “BUYER.”

FINAL DRAFT VERSION 3-27-02 LEASE AGREEMENT FOR 213-215 MADISON, BROOKLYN, ILLINOIS
Lease Agreement • September 10th, 2002 • VCG Holding Corp • Illinois
PLAN OF REORGANIZATION PURSUANT TO IRC § 351
Sale and Assumption Agreement • September 10th, 2002 • VCG Holding Corp

THIS AGREEMENT and Plan of Reorganization Pursuant to IRC § 351 (the “Plan”), is made this 14th day of August, 2002, by and between Indy of Colorado, Ltd., a Colorado limited partnership with its principal offices located at 1601 West Evans, Denver, Colorado (hereinafter the “Partnership”) and VCG Holding Corp., a Colorado corporation, with its principal office located at 1601 West Evans, Denver, Colorado (hereinafter “VCG”).

CONTRACT TO BUY AND SELL REAL ESTATE
Buy and Sell Real Estate • September 10th, 2002 • VCG Holding Corp • Colorado

THIS CONTRACT, is made and entered into effective as of June 30, 2002, by and between VCG Real Estate Holding, Inc., a Colorado corporation (“Buyer”), and Tennessee Restaurant Concepts II, LP, a Tennessee limited partnership (“Seller”);

LOWRIE MANAGEMENT LLLP
VCG Holding Corp • September 10th, 2002

Regarding the May 13, 2002 Purchase Agreement, Lowrie Management LLLP is hereby assigning its rights to purchase, under the contract to VCG Real Estate Holdings, Inc., a Colorado corporation. We will forward to you the minutes approving this and any other information you may need.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 10th, 2002 • VCG Holding Corp • Colorado

THIS AGREEMENT, made and entered into effective as of June 30, 2002, by and among: Tennessee Restaurant Concepts, Inc., a Tennessee corporation (the “Company”); Lowrie Management, LLLP, a Colorado limited liability limited partnership (“Lowrie Management”), and Troy H. Lowrie, a Colorado resident (“Lowrie”); and VCG Holding Corp., a Colorado corporation (the “Buyer”);

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