Exhibit 10.91

PAYOFF AND SETTLEMENT AGREEMENT

This payoff andsettlement agreement ("Agreement") is madethis 30th day of September 2005, by and among YouthStream MediaNetworks, Inc. ("YouthStream"), Beyond theWall, Inc. ("BTW"), 1903 West Main StreetRealty Management, LLC ("Main Street"), andClive Corporation, Inc. ("Clive"), withreference to the following facts:

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| A.  | On orabout February 24, 2004, the parties hereto (excluding Main Street)entered into an Asset Purchase Agreement("APA"), whereby BTW sold certain assets toClive. |

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| B.  | In connection with the APA, Cliveexecuted and delivered to BTW, a Secured Promissory Note, datedFebruary 24, 2004, in the sum of $1,100,000("Note"), as partial payment of the purchaseprice for the assets sold by BTW toClive. |

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| C.  | Pursuant to the APA, Clive executedand delivered a Security Agreement ("SecurityAgreement") to BTW, and a UCC-1 Financing Statement, inorder to secure the Note. |

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| D.  | Pursuant to anAgreement of Sale, dated February 24, 2004 ("RPAgreement"), by and between BTW and Main Street, BTW soldcertain real property located at 1903 West Main Street, Stroudsburg,Pennsylvania ("Property") to Main Street, forcash, and Main Street gave a Mortgage to BTW, to further secure theNote. |

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| E.  | According to the terms of the Note,there is a payment of $237,281 principal and interest due on October31, 2005, and a final payment of $47,732 principal (excluding interest)due on October 31, 2006. |

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| F.  | Certain disputeshave arisen between the parties, regarding among other things, theresponsibility for payment of taxes, interest andpenalties. |

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| G.  | Clive desires to payoff the Noteearly, with a discount. |

NOW, THEREFORE, in consideration of theforegoing recitals and other good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, the partiesagree as follows:

1. Payoff Amount. On or beforeSeptember 30, 2005, Clive shall pay to BTW (or its nominee), inimmediately available funds, the sum of $258,922 ("PayoffAmount")1, in full satisfaction of any and all sums owing under the Note. Uponreceiving such payment, the original of the Note shall be marked PAIDIN FULL and sent to Clive. The parties acknowledge that the PayoffAmount is less than the amount owing under the Note, but that BTW isaccepting less as a compromise of a dispute between the partiesrelative to, among other things, purported responsibility for paymentof taxes, interest and penalties, if any.

2. Termination ofSecurity Agreement. Upon receipt by BTW of good funds in thePayoff Amount, the Security Agreement shall be deemed terminated andcanceled and of no further force or effect. In this regard, BTW shallprepare and send to Clive, a UCC-3 Termination Statement, for filing byClive. The UCC-3 shall be substantially in the form of Exhibit"A", attached hereto. The UCC-3 will permitClive to terminate the UCC-1 Financing Statement.

3.Termination of Mortgage. Upon receipt by BTW of good funds inthe Payoff Amount, BTW shall execute and deliver to Main Street, aSatisfaction Piece, substantially in the form attached hereto asExhibit "B", which will permit Main Street toterminate the Mortgage. Thereafter, the Mortgage shall be deemedterminated, satisfied, cancelled and of no further force or effect.

4. Assumption of Certain Obligations. There exists adispute between BTW and Clive relative to which party is responsiblefor the payment of taxes, interest and penalties owing, if any,pursuant to the 

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| 1 | $197,734of principal and $39,547 of accrued interest as of September 30, 2005,less interest for the month of October 2005 of $3,359, plus $25,000 insettlement of the principal payment due on October  31,2006. |

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provisions of Section 4.10 of the APA. Inconsideration of the compromise being made by BTW pursuant to thisAgreement, Clive agrees to assume, be responsible for, and to defendand indemnify BTW and YouthStream from any and all claims, suits,liabilities, obligations, losses, costs and expenses (includingattorneys' fees) arising out of or related in any matterwhatsoever to Section 4.10 of the APA, including but not limited to theresponsibility for tax audits. For the sake of clarity, Clive agreesthat it alone and not BTW will be responsible for the preparation andfiling of all tax returns, and the compliance with and coordination ofall tax audits, and any and all taxes, interest and penaltiespertaining to the operations of the Business (as defined in the APA)sold to Clive under the APA, for all periods through the Closing underthe APA.

5. Notices. Any notice, request,instruction, consent or other document to be given hereunder by eitherparty hereto to the other party shall be in writing and delivered(a)  personally, (b)  by telecopy, (c)  by anationally recognized overnight carrier, or (d)  by registered orcertified mail, return receipt requested, postage prepaid, asfollows:

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|  | If to theBuyer:  | Clive Corporation, Inc. 1903 West MainStreet Stroudsburg, PA 18360 Attn: President |

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|  | If to the Seller:  | Beyond theWall, Inc. c/o YouthStream Media Networks, Inc. 11111 SantaMonica  Boulevard, Suite 1250 Los Angeles, CA 90025Attn:   President |

or at such other addressfor a party as shall be specified in writing by that party. Noticesshall be deemed received the same day (when delivered personally or bytelecopy with receipt confirmation), the next business day (whendelivered by overnight carrier) or five (5) days after mailing (whensent by registered or certified mail).

6.Waiver. Neither any failure nor any delay by any party inexercising any right, power or privilege under this Agreement willoperate as a waiver of such right, power or privilege, and no single orpartial exercise of any such right, power or privilege will precludeany other or further exercise of such right, power or privilege or theexercise of any other right, power or privilege. Any of the terms orconditions of this Agreement may be waived in writing at any time bythe party which is entitled to the benefits thereof. No waiver of anyof the provisions of this Agreement shall be deemed or shall constitutea waiver of such provision at any time in the future or a waiver of anyother provision hereof.

7. Captions. Thecaptions set forth in this Agreement are for convenience only and shallnot be considered as part of this Agreement, nor affect in any way themeaning of the terms and provisions hereof.

8.Successors and Assigns. The terms and conditions of thisAgreement shall inure to the benefit of and be binding upon therespective successors and assigns of the parties hereto; provided,however, that this Agreement may not be assigned by any party withoutthe express written consent of the other party hereto.

9. Counterparts. This Agreement may be executed inmore than one counterpart, each of which shall for all purposes bedeemed to be an original and all of which shall constitute one and thesame agreement. A signature to this Agreement delivered by telecopy orother artificial means shall be deemed valid.

10.Governing Law. This Agreement shall in all respects beinterpreted, construed and governed by and in accordance with the lawsof the Commonwealth of Pennsylvania, without regard to principles ofconflict of laws.

11. Entire Agreement;Amendment. Except as set forth herein, this Agreement, includingall Exhibits hereto constitute the sole understanding of the partieswith respect to the matters contemplated hereby and thereby andsupersedes and renders null and void all other prior agreements andunderstandings between the parties with respect to such matters. Noamendment, modification or alteration of the terms or provisions ofthis Agreement, including all Exhibits hereto, shall be binding unlessthe same shall be in writing and duly executed by the party againstwhom such would apply.

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**IN WITNESS WHEREOF**, each of the partieshas caused this Agreement to be duly executed and delivered by its dulyauthorized representatives as of the date first written above.

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|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| **Beyond the Wall,Inc.**                                                                                                                                                                                                              |  | **Clive Corporation, Inc.**                                                                                                                                                                                                                                                           |
| By:   /S/ ROBERT N.WEINGARTEN                            (AuthorizedAgent) |  | By: /S/ KEVINWRIGHT                                        (Authorized Agent) |
| Name: RobertN. WeingartenTitle: Chief Financial Officer                                                                                                                                                                               |  | Name: KevinWright Title:President                                                                                                                                                                                                                                                     |
| **YouthStreamMedia Networks, Inc.**                                                                                                                                                                                                   |  | **1903 West Main Street RealtyManagement, LLC**                                                                                                                                                                                                                                       |
| By:   /S/ ROBERT N.WEINGARTEN                            (AuthorizedAgent) |  | By: /S/ KEVINWRIGHT                                        (Authorized Agent) |
| Name: Robert N.WeingartenTitle: Chief Financial Officer                                                                                                                                                                               |  | Name: KevinWright Title:President                                                                                                                                                                                                                                                     |
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