EXHIBIT 10.3


                   INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
                   ------------------------------------------

     THIS INTELLECTUAL  PROPERTY ASSIGNMENT  AGREEMENT (the "Agreement") is made
as of July 1, 2002 by and among Scores Holding Company, Inc., a Utah corporation
("Issuer"),  Scores Licensing Corp., a Delaware  corporation  ("SLC") and Scores
Entertainment,  Inc., a New York  corporation  ("Assignor"),  under which Issuer
shall  issue  to  Assignor  seven  hundred  thousand  (700,000)  shares  of  its
authorized and unissued  common stock (the  "Assignor  Shares") and a Warrant to
Purchase (the "Warrant")  three hundred fifty thousand  (350,000)  shares of its
common stock, and the Assignor shall transfer to SLC the  intellectual  property
rights  described  in this  Agreement.  Each of  Issuer,  SLC  and  Assignor  is
individually referred to as a "Party" and collectively referred to herein as the
"Parties".  Certain other terms are used herein as defined below in Article I or
elsewhere in this Agreement.


                                   BACKGROUND

     This Agreement sets forth the terms and conditions under which Issuer shall
issue the  Assignor  Shares and the  Warrant to  Assignor,  and  Assignor  shall
transfer the intellectual property rights to SLC.

     NOW,  THEREFORE,  in  consideration of the respective  covenants  contained
herein and  intending to be legally bound  hereby,  the Parties  hereto agree as
follows:


                                    ARTICLE I
                                   DEFINITIONS

     For convenience, certain terms used in more than one part of this Agreement
are listed in alphabetical order and defined or referred to below (such terms as
well as any other terms  defined  elsewhere in this  Agreement  shall be equally
applicable to both the singular and plural forms of the terms defined).

     "Affiliate"  means,  with  respect to any  Person,  any other  Person  that
directly or indirectly controls or is controlled by or under common control with
such  Person.  For the  purposes of this  definition,  "control"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise and
the  terms  of  "affiliated,"   "controlling"  and  "controlled"  have  meanings
correlative to the foregoing.

     "Agreement" means this Agreement and the Exhibits hereto.

     "Assets"  means,  with respect to a Party,  all of the assets,  properties,
goodwill and rights of every kind and description,  real and personal,  tangible
and intangible,  wherever  situated and whether or not reflected in such Party's
most recent financial statements,  that are owned or possessed by such Party and
its Subsidiaries, taken as a whole.


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     "Benefit Plan" means all employee benefit,  health,  welfare,  supplemental
unemployment benefit,  bonus, pension,  profit sharing,  deferred  compensation,
severance,   incentive,   stock   compensation,   stock  purchase,   retirement,
hospitalization  insurance,  medical, dental, legal, disability,  fringe benefit
and similar  plans,  programs,  arrangements  or practices,  including,  without
limitation, each "employee benefit plan" as defined in Section 3(3) of ERISA.

     "Business"  means with respect to Issuer the entire business and operations
of Issuer and its Subsidiaries taken as a whole.

     "Business  Day"  means any day  except  Saturday,  Sunday and any day which
shall be a legal holiday or a day on which banking  institutions in the state of
New York generally are authorized or required by law or other government actions
to close.

     "Charter   Documents"   means  an  entity's   certificate  or  articles  of
incorporation,  certificate  defining the rights and  preferences of securities,
articles of organization,  general or limited partnership agreement, certificate
of limited  partnership,  joint venture agreement or similar document  governing
the entity.

     "Closing" is defined in Section 4.1 of this Agreement.

     "Closing Date" is defined in Section 4.1 of this Agreement.


     "Code" means the Internal  Revenue Code of 1986, as amended.  All citations
to  provisions  of  the  Code,  or  to  the  Treasury  Regulations   promulgated
thereunder, shall include any amendments thereto and any substitute or successor
provisions thereto.

     "Common  Stock"  means the common  stock,  par value  $0.001 per share,  of
Issuer.

     "Contract" means any written or oral contract, agreement, letter of intent,
agreement in principle, lease, instrument or other commitment that is binding on
any Person or its property under applicable Law.

     "Court Order" means any judgment,  decree,  injunction,  order or ruling of
any federal, state, local or foreign court or governmental or regulatory body or
authority, or any arbitrator that is binding on any Person or its property under
applicable Law.

     "Default" means (i) a breach, default or violation,  (ii) the occurrence of
an event that with or without  the  passage of time or the giving of notice,  or
both, would  constitute a breach,  default or violation or (iii) with respect to
any  Contract,  the  occurrence  of an event that with or without the passage of
time  or the  giving  of  notice,  or  both,  would  give  rise  to a  right  of
termination,  renegotiation  or  acceleration or a right to receive damages or a
payment of penalties.

     "$" means United States dollars.

     "Encumbrances"  means  any  lien,  mortgage,   security  interest,  pledge,
restriction  on  transferability,  defect  of title or other  claim,  charge  or
encumbrance of any nature whatsoever on any property or property interest.



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     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "First Payments" is defined in section 8.2 of this Agreement.

     "Governmental  Authority"  means any federal,  state,  local,  municipal or
foreign or other government or governmental agency or body.

     "Governmental Permit" is defined in Section 5.12(c) of this Agreement.

     "Intellectual  Property"  means,  with  respect  to a  Party,  all  of  the
registered and unregistered patents, servicemarks, trademarks, copyrights, trade
secrets and related intangible rights of a Party.

     "Issuer's Assets" means the Assets of Issuer.

     "Issuer's Business" means the Business of Issuer.

     "Issuer Subsidiary" means any Subsidiary of Issuer, including Go West, Inc.
and SLC.

     "Issuer Welfare Plan" is defined in Section 5.14(e) of this Agreement.

     "Knowledge"  or "knowledge  of " a Person with  reference to any item means
that which an executive officer of such Person actually knows.

     "Litigation" means any judicial or administrative  process or proceeding or
investigation, or any matter under arbitration or mediation.

     "Laws" means any law, rule or regulation of any  governmental or regulatory
body.

     "Person"  means  any  corporation,   company,  limited  liability  company,
partnership, limited partnership or any business or other entity and any natural
person.

     "SEC Reports" is defined in Section 5.6 of this Agreement.

     "Subsidiary"  shall mean,  with respect to any Party,  any  corporation  or
other  organization,  whether  incorporated or  unincorporated,  of which (a) at
least a majority  of the  securities  or other  interests  having by their terms
ordinary  voting  power to elect a majority of the Board of  Directors or others
performing   similar  functions  with  respect  to  such  corporation  or  other
organization  is directly or indirectly  owned or controlled by such Party or by
any one or more of its  Subsidiaries,  or by such  Party  and one or more of its
Subsidiaries  or (b)  such  Party or any  other  Subsidiary  of such  Party is a
general  partner  (excluding  any  such  partnership  where  such  Party  or any
Subsidiary of such Party does not have a majority of the voting interest in such
partnership).

     "Transaction Documents" shall mean this Agreement and the Warrant.

     "Transactions" shall mean the transactions  provided for or contemplated by
the Transaction Documents.



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     "UGCL" means the Utah General Corporation Law, as amended.

     "Warrant"  shall mean the Common Stock Purchase  Warrant  annexed hereto as
Exhibit A.

                                   ARTICLE II
              ISSUANCE OF SHARES; TRANSFER OF INTELLECTUAL PROPERTY

2.1  Issuance  of Shares.  Subject to the terms and  conditions  hereof,  at the
     Closing (as defined in paragraph  4.1 below),  Issuer  shall sell,  assign,
     transfer,  convey and deliver to Assignor,  and Assignor  agrees to acquire
     from Issuer, the Assignor Shares and the Warrant.


2.2  Transfer  of  Intellectual  Property.  Subject to the terms and  conditions
     hereof, at the Closing,  Assignor shall sell, assign, transfer,  convey and
     deliver to SLC, and SLC agrees to acquire from Assignor,  all of Assignor's
     right,  title and interest in and to Assignor's Diamond Dollars program and
     system,  including but not limited to all Intellectual  Property associated
     with  the  Diamond  Dollars  program  and  system,  and all  ancillary  and
     derivative rights associated therewith (collectively,  the "Diamond Dollars
     Rights").  At the Closing,  Assignor  shall  execute and deliver to SLC the
     Trademark Assignment attached hereto as Exhibit B. From time to time at and
     after the  Closing,  Assignor  shall  furnish  to SLC such  instruments  of
     transfer and  assignment as SLC may request to effectuate  the transfer and
     assignment  to SLC of the  Diamond  Dollars  Rights.  At any time after the
     Closing  SLC may,  without  obtaining  the consent of Assignor or any other
     Person, assign, transfer,  convey and deliver to Issuer or any Affiliate of
     Issuer or SLC,  the  Diamond  Dollar  Rights  conveyed  to SLC  under  this
     Agreement and the Trademark Assignment.

                                   ARTICLE III
                        OTHER AGREEMENTS AND UNDERTAKINGS

3.1  Warrant.  At the  Closing,  Issuer shall enter into and deliver to Assignor
     the Warrant in the form annexed hereto annexed hereto as Exhibit A.

3.2  Cash Payments to Assignor.  Issuer,  SLC and Assignor  acknowledge that the
     Diamond Dollars Rights transferred by Assignor to Issuer hereunder includes
     Assignor's  rights to use the Diamond Dollars Rights in Assignor's  current
     location in the Score's Showroom located at East 61st Street,  New York, NY
     (the "Scores Showroom"). In consideration of the rights granted by Assignor
     to Issuer  hereunder,  Issuer  agrees to pay to Assignor an amount equal to
     twenty-five  percent (25%) of all of the revenues  generated  from sales or
     use of the Diamond  Dollar  Rights at the Scores  Showroom from the date of
     Closing until the date of  termination  of  Assignor's  lease of the Scores
     Showroom in November, 2003 (the "Termination Date"). Such payments shall be
     made within ten (10) days after the end of each calendar  month that occurs
     prior to the  Termination  Date.  Each payment  shall be  accompanied  by a
     statement in sufficient detail to show the calculation of such payment.


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                                   ARTICLE IV
                                   THE CLOSING

4.1  Location,  Date. The closing for the Transactions  (the "Closing") shall be
     held at the offices of Kaplan  Gottbetter & Levenson,  LLP in New York, New
     York at 4:00 p.m. (local time) on the date of this  Agreement.  The date on
     which the Closing occurs is referred to herein as the "Closing Date".

4.2  Deliveries. At the Closing

     (a)  Issuer shall deliver the Assignor Shares to Assignor;

     (b)  Issuer shall have executed and delivered to Assignor the Warrant; and

     (c)  Assignor shall have executed and delivered the Trademark Assignment to
          SLC.

                                    ARTILE V
                REPRESENTATIONS AND WARRANTIES OF ISSUER AND SLC

     Issuer and SLC,  jointly and  severally,  hereby  represent  and warrant to
Assignor as follows:

5.1  Corporate. Each of Issuer and SLC is a corporation duly organized,  validly
     existing  and  in  good  standing   under  the  laws  under  which  it  was
     incorporated.  Each of Issuer  and SLC is  qualified  to do  business  as a
     foreign  corporation  in any  jurisdiction  where it is  required  to be so
     qualified, except where the failure to so qualify would not have a Material
     Adverse Effect.  The Charter Documents and bylaws of each of Issuer and SLC
     have been duly  adopted and are  current,  correct and complete and each of
     Issuer  and  SLC is not  in  violation  of  any  provision  of its  Charter
     Documents.  Each of Issuer and SLC has all  necessary  corporate  power and
     authority to own, lease and operate its Assets and to carry on its Business
     as it is now being  conducted or is proposed to be conducted as a result of
     the Transactions.


5.2  Authorization. Each of Issuer and SLC has the requisite corporate power and
     authority to execute and deliver the Transaction Documents to which it is a
     party  and  to  perform  the  Transactions  to be  performed  by  it.  Such
     execution, delivery and performance by each of Issuer and SLC has been duly
     authorized by all necessary  corporate  action. No consents or approvals of
     holders  of each of  Issuer  and SLC  capital  stock are  required  for the
     consummation of the  Transactions.  Each Transaction  Document executed and
     delivered  by each of Issuer  and SLC as of the date  hereof  has been duly
     executed and  delivered by each of Issuer and SLC and  constitutes  a valid
     and binding  obligation of each of Issuer and SLC enforceable  against each
     of Issuer and SLC in accordance with its terms, except as otherwise limited
     by  bankruptcy,   insolvency,   reorganization  and  other  laws  affecting
     creditors  rights  generally,  and  except  that  the  remedy  of  specific
     performance or other  equitable  relief is available only at the discretion
     of the court before which enforcement is sought.


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5.3  Validity of Contemplated  Transactions.  Neither the execution and delivery
     by each of Issuer and SLC of the respective  Transaction Documents to which
     it is or will be a party,  nor the  performance of the  Transactions  to be
     performed  by it,  will (i)  conflict  with or result in any  breach of any
     provision of the Charter  Documents,  the bylaws or similar  organizational
     documents  of each of Issuer and SLC,  (ii)  require  any filing  with,  or
     permit,  authorization,  consent or approval of, any  Governmental  Entity,
     (iii)  result in a violation of breach of, or  constitute  (with or without
     due notice or the  passage of time or both) a default  (or give rise to any
     right of termination,  amendment,  cancellation or acceleration) under, any
     of the terms,  conditions  or  provisions  of any Contract to which each of
     Issuer and SLC is a party, or (iv) violate any Consent Order, statute, rule
     or  regulation  applicable  to  each  of  Issuer  and  SLC or any of  their
     properties or assets,  except,  with respect to the foregoing clauses (ii),
     (iii) and (iv), as could not reasonably be expected to,  individually or in
     the aggregate,  have a Material  Adverse  Effect.  There are no third party
     consents or approvals  required to be obtained under any Contracts to which
     each of Issuer or SLC is a party or to which its assets are bound  prior to
     the  consummation of the  Transactions,  except where the failure to obtain
     such   consents  or  approvals   could  not   reasonably  be  expected  to,
     individually or in the aggregate, have a Material Adverse Effect.

5.4  Listing.   The  Common   Stock  is  listed  for   quotation   on  the  NASD
     Over-the-Counter  Bulletin Board under the symbol "SCOH". Issuer is in full
     compliance   with  the  NASD   Over-the-Counter   Bulletin   Board  listing
     maintenance requirements. Since listing the Issuer Common Stock on the NASD
     Over-the-Counter  Bulletin  Board,  Issuer has not received any notice from
     the NASD  Over-the-Counter  Bulletin  Board  that (i) Issuer is not in full
     compliance   with  the  NASD   Over-the-Counter   Bulletin   Board  listing
     maintenance requirements or (ii) that the Common Stock may be delisted from
     the NASD Over-the-Counter Bulletin Board.

5.5  Issuer SEC  Reports;  Financial  Statements.  Issuer has filed all required
     forms,  reports,  statements,  schedules and other  documents  with the SEC
     since January 1, 2002, including (a) its Annual Reports on Form 10-KSB, (b)
     all proxy and  information  statements  relating  to  Issuer's  meetings of
     stockholders  (whether  annual or special) held since January 1, 2002,  (c)
     its  Quarterly  Reports  on  Form  10-QSB,  and (d) all  other  reports  or
     registration statements filed by Issuer (collectively,  the "SEC Reports").
     Each of the SEC Reports, at the time it was filed, complied in all material
     respects with all  applicable  requirements  of the  Securities Act and the
     Exchange  Act, and with the forms and  Regulations  of the SEC  promulgated
     thereunder, and did not contain at the time filed any untrue statement of a
     material  fact or omit to state any  material  fact  required  to be stated
     therein or necessary in order to make the statements  therein,  in light of
     the circumstances under which they are made, not misleading.

5.6  No  Undisclosed  Liabilities.  Except  (a) as  disclosed  in the  financial
     statements of Issuer,  and (b) for liabilities and obligations (i) incurred
     in the ordinary  course of business and consistent  with past practice,  or
     (ii)  incurred  pursuant to, or in  furtherance  of, this  Agreement or the
     Transactions,  Issuer has no  liabilities  or  obligations  of any  nature,
     whether or not accrued,  contingent or otherwise, which could reasonably be
     expected to have,  individually  or in the  aggregate,  a Material  Adverse
     Effect.

5.7  Title to Assets and Related  Matters.  Issuer has good and marketable title
     to its Assets, free from any Encumbrances except (a) items described in any
     notes to the  consolidated  financial  statements  of Issuer  contained  in
     Issuer's  Annual  Report on Form 10-KSB for the fiscal year ended  December
     31, 2001 included in the SEC Reports, (b) minor matters that would not have

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     a Material  Adverse  Effect,  and (c)  constitutional  and statutory  liens
     arising  from the  obligation  to pay for the  provision  of  materials  or
     services not yet in Default and Taxes not yet due.

5.8  Real Property. All material real estate leased or owned by Issuer as of the
     date hereof and used in the operation of the Issuer's Business is disclosed
     in the SEC Reports.

5.9  Corporate  Records.  The minute books of Issuer contain accurate,  complete
     and current copies of all Charter Documents and of all minutes of meetings,
     resolutions   and  other   proceedings   of  its  Board  of  Directors  and
     stockholders.

5.10 Finder's  Fees.  No  Person is or will be  entitled  to any  commission  or
     finder's fee or other payment in connection with the Transactions  based on
     arrangements made by or on behalf of Issuer.

                                   ARTICLE VI
                   REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

     Assignor hereby represents and warrants to Issuer and SLC as follows:

6.1  Corporate.  Assignor is a corporation duly organized,  validly existing and
     in good standing under the laws under which it was  incorporated.  Assignor
     is qualified to do business as a foreign  corporation  in any  jurisdiction
     where it is required  to be so  qualified,  except  where the failure to so
     qualify would not have a Material Adverse Effect. The Charter Documents and
     bylaws of  Assignor  have been duly  adopted and are  current,  correct and
     complete and  Assignor is not in violation of any  provision of its Charter
     Documents. Assignor has all necessary corporate power and authority to own,
     lease and  operate  its  Assets and to carry on its  Business  as it is now
     being  conducted  or is  proposed  to  be  conducted  as a  result  of  the
     Transactions.

6.2  Authorization.  Assignor has the requisite corporate power and authority to
     execute and deliver the Transaction Documents to which it is a party and to
     perform the  Transactions to be performed by it. Such  execution,  delivery
     and  performance  by Assignor  have been duly  authorized  by all necessary
     corporate  action.  Each  Transaction  Document  executed and  delivered by
     Assignor  as of the date hereof has been duly  executed  and  delivered  by
     Assignor  and  constitutes  a valid and  binding  obligation  of  Assignor,
     enforceable  against  Assignor  in  accordance  with its  terms,  except as
     otherwise limited by bankruptcy,  insolvency  reorganization and other laws
     affecting  creditors  rights  generally,  and  except  that the  remedy  of
     specific  performance  or other  equitable  relief is available only at the
     discretion of the court before which enforcement is sought.

6.3  Validity of Contemplated  Transactions.  Neither the execution and delivery
     by Assignor of the respective  Transaction Documents to which it is or will
     be a party,  nor the performance of the Transactions to be performed by it,
     will (i)  conflict  with or result in any  breach of any  provision  of the
     Charter  Documents,  the  bylaws or  similar  organizational  documents  of
     Assignor, (ii) require any filing with, or permit,  authorization,  consent


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     or approval  of, any  Governmental  Entity,  (iii) result in a violation of
     breach of, or constitute (with or without due notice or the passage of time
     or both) a default  (or give rise to any right of  termination,  amendment,
     cancellation  or  acceleration)  under,  any of the  terms,  conditions  or
     provisions  of any Contract to which  Assignor is a party,  or (iv) violate
     any  Consent  Order,  statute,  rule or  regulation  applicable  to each of
     Assignor or any of its  properties or assets,  except,  with respect to the
     foregoing clauses (ii), (iii) and (iv), as could not reasonably be expected
     to, individually or in the aggregate, have a Material Adverse Effect. There
     are no third party consents or approvals  required to be obtained under any
     Contracts  to which  Assignor  is a party or to which its  assets are bound
     prior to the consummation of the Transactions,  except where the failure to
     obtain such  consents or  approvals  could not  reasonably  be expected to,
     individually or in the aggregate, have a Material Adverse Effect.

6.4  Title to Assets and Related Matters. Assignor has good and marketable title
     to its Assets and to the Dollar Diamond Rights,  free from any Encumbrances
     except (a) minor matters that would not have a Material Adverse Effect, and
     (b)  constitutional  and statutory liens arising from the obligation to pay
     for the provision of materials or services not yet in Default and Taxes not
     yet due.

6.5  Patents,  Trademarks, Etc. Assignor and Assignor's Dollar Diamond Rights do
     not infringe upon or unlawfully or wrongfully use any Intellectual Property
     owned or claimed by another Person and no Person infringes on or wrongfully
     uses any Intellectual Property owned or claimed by Issuer, except for those
     situations  that  individually  or  collectively  would not have a Material
     Adverse  Effect.  Issuer owns or has valid  rights to use all  Intellectual
     Property used in the conduct of its business,  including the Diamond Dollar
     Rights, free and clear of all Encumbrances except where the failure to have
     valid rights to use such Intellectual Property will not either individually
     or collectively  have a Material  Adverse  Effect.  Issuer has not made any
     claim of a  violation  or  infringement  by others  of its  rights to or in
     connection with its Intellectual Property which is still pending.

6.6  Finder's Fees. No Person is or will be entitled to any commission, finder's
     fee  or  other  payment  in  connection  with  the  Transactions  based  on
     arrangements made by or on behalf of Assignor.

6.7  Investment  Representations.  Assignor represents and warrants to Issuer as
     of the Closing Date that it:


     (a)  is an "accredited  investor"  within the meaning of Rule 501 under the
          Securities  Act of 1933,  as  amended,  and the rules and  regulations
          promulgated  thereunder (the "Securities  Act"), and was not organized
          for the specific purpose of acquiring the Securities;

     (b)  has  sufficient  knowledge  and  experience  in investing in companies
          similar to Issuer in terms of Issuer's  stage of  development so as to
          be able to evaluate the risks and merits of its  investment  in Issuer
          and it is able financially to bear the risks thereof;

     (c)  has had an opportunity to discuss  Issuer's  business,  management and
          financial affairs with Issuer's management;


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     (d)  Assignor's  acquisition  of the Assignor  Shares,  the Warrant and the
          shares  underlying  the Warrant is for its own account for the purpose
          of investment and not with a view to or for resale in connection  with
          any distribution thereof; and

     (e)  understands that (i) the Assignor  Shares,  the Warrant and the shares
          underlying the Warrant have not been  registered  under the Securities
          Act by reason  of their  issuance  in a  transaction  exempt  from the
          registration  requirements  of the  Securities  Act, (ii) the Assignor
          Shares, the Warrant and the shares underlying the Warrant must be held
          indefinitely  unless a subsequent  disposition  thereof is  registered
          under the  Securities Act or is exempt from such  registration,  (iii)
          the Assignor Shares, the Warrant and the shares underlying the Warrant
          will  bear a legend  to such  effect,  and  (iv)  Issuer  will  make a
          notation on its transfer  books and advise its transfer  agent to such
          effect.

                                   ARTICLE VII
                                 GENERAL MATTERS

7.1  Contents of Agreement. This Agreement,  together with the other Transaction
     Documents,  set forth the entire  understanding  of the Parties hereto with
     respect  to  the  Transactions  and  supersedes  all  prior  agreements  or
     understandings among the Parties regarding those matters.

7.2  Amendment,  Parties in Interest,  Assignment,  Etc.  This  Agreement may be
     amended,  modified  or  supplemented  only  by a  written  instrument  duly
     executed by each of the Parties hereto.  If any provision of this Agreement

     shall for any reason be held to be invalid, illegal or unenforceable in any
     respect, such invalidity,  illegality or unenforceability  shall not affect
     any other  provision  hereof,  and this Agreement  shall be construed as if
     such invalid,  illegal or unenforceable  provision had never been contained
     herein.  This  Agreement  shall be binding upon and inure to the benefit of
     and  be  enforceable  by  the  respective  heirs,  legal   representatives,
     successors  and permitted  assigns of the Parties  hereto.  No Party hereto
     shall assign this Agreement or any right, benefit or obligation  hereunder,
     except that at any time after the Closing SLC may,  without  obtaining  the
     consent of  Assignor  or any other  Person,  assign,  transfer,  convey and
     deliver to Issuer or any  Affiliate  of Issuer or SLC,  the Diamond  Dollar
     Rights  conveyed to SLC under this Agreement and the Trademark  Assignment.
     Any term or  provision of this  Agreement  may be waived at any time by the
     Party entitled to the benefit thereof by a written instrument duly executed
     by such Party.  The Parties  hereto  shall  execute and deliver any and all
     documents and take any and all other actions that may be deemed  reasonably
     necessary by their respective counsel to complete the Transactions. Nothing
     in this  Agreement is intended or will be construed to confer on any Person
     other than the Parties hereto any rights or benefits hereunder.

7.3  Interpretation.  Unless the  context  of this  Agreement  clearly  requires
     otherwise,  (a) references to the plural include the singular, the singular
     the plural,  the part the whole,  (b)  references to any gender include all
     genders, (c) "or" has the inclusive meaning frequently  identified with the
     phrase  "and/or,"  (d)  "including,"  "includes"  or similar  words has the
     inclusive  meaning  frequently  identified with the phrase "but not limited
     to" and (e) references to "hereunder" or "herein" relate to this Agreement.
     The  section  and  other  headings  contained  in  this  Agreement  are for

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<PAGE>

     reference purposes only and shall not control or affect the construction of
     this  Agreement  or the  interpretation  thereof in any  respect.  Section,
     subsection and Exhibit  references are to this Agreement  unless  otherwise
     specified.  The Exhibits referred to in this Agreement will be deemed to be
     a part of this  Agreement.  Each  accounting  term used  herein that is not
     specifically defined herein shall have the meaning given to it under GAAP.

7.4  Notices.  All notices that are required or permitted  hereunder shall be in
     writing  and  shall be  sufficient  if  personally  delivered  or sent by a
     nationally recognized overnight courier upon proof of delivery. Any notices
     shall be deemed given upon  receipt at the address set forth below,  unless
     such address is changed by notice to the other Party hereto:

                           If to Assignor:

                           Scores Entertainment, Inc.
                           150 E. 58th Street
                           New York, NY 10022

                           If to Issuer or SLC:

                           Mr. Richard Goldring
                           Scores Holding Company, Inc.
                           150 East 58th Street
                           New York, NY 10022

                           with a required copy (which shall not constitute
                           notice) to:

                           Kaplan Gottbetter & Levenson, LLP
                           630 Third Avenue
                           New York, NY 10017
                           Attn:  Adam S. Gottbetter, Esq.

7.5  Governing Law and Venue.  This Agreement shall be construed and interpreted
     in accordance  with the Laws of the State of New York without regard to its
     provisions   concerning  conflict  of  laws.  Any  dispute  or  controversy
     concerning or relating to this Agreement  shall be exclusively  resolved in
     the federal or state courts located in New York, New York.

7.6  Counterparts.  This Agreement may be executed in two or more  counterparts,
     each of which shall be binding as of the date first written above,  and all
     of which shall constitute one and the same instrument. Each such copy shall
     be deemed an  original,  and it shall not be  necessary  in making proof of
     this Agreement to produce or account for more than one such counterpart.

7.7  Waivers.  Compliance  with the  provisions of this  Agreement may be waived
     only by a written instrument  specifically  referring to this Agreement and
     signed by the Party  waiving  compliance.  No  course of  dealing,  nor any
     failure or delay in  exercising  any right,  will be construed as a waiver,
     and no single or partial  exercise of a right will preclude  any,  other or
     further exercise of that or any other right.


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<PAGE>

7.8  Modification.  No supplement,  modification  or amendment of this Agreement
     will be binding unless made in a written  instrument  that is signed by all
     of the Parties hereto and that specifically refers to this Agreement.

7.9  Enforcement of Agreement.  The parties hereto agree that irreparable damage
     would occur in the event that any of the  provisions of this  Agreement was
     not  performed  in  accordance  with its  specific  terms or was  otherwise
     breached. It is accordingly agreed that the parties shall be entitled to an
     injunction   to  prevent   breaches  of  this   Agreement  and  to  enforce
     specifically  the terms  and  provisions  hereof in any court of  competent
     jurisdiction,  this being in addition to any other remedy to which they are
     entitled at law or equity.

7.10 Severability.  If any term or other provision of this Agreement is invalid,
     illegal or incapable of being enforced by any rule of law or public policy,
     all other  conditions and provisions of this Agreement  shall  nevertheless
     remain in full force and effect.  Upon such  determination that any term or
     other  provision is invalid,  illegal or incapable of being  enforced,  the
     parties hereto shall negotiate in good faith to modify this Agreement so as
     to affect the original  intent of the parties as closely as possible to the
     fullest extent  permitted by Applicable Law in an acceptable  manner to the
     end that the Transactions are fulfilled to the extent possible.

                         [Signatures on following page]


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     IN WITNESS WHEREOF,  this Agreement has been executed by the Parties hereto
as of the day and year first written above.



                          Scores Holding Company, Inc.

                          By:  /s/Richard Goldring
                               -------------------------------------
                          Name:  Richard Goldring
                          Title:     President



                          Scores Licensing Corp.

                          By:  /s/Richard Goldring
                               -------------------------------------
                          Name:  Richard Goldring
                          Title:    President


                          Scores Entertainment, Inc.

                          By:  /s/Irving Bilzinsky
                               -------------------------------------
                          Name:  Irving Bilzinsky
                          Title:    President








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<PAGE>




                                    EXHIBIT A



                                WARRANT AGREEMENT

                     (See Exhibit 10.4 of this Form 10-QSB)


                                       51
<PAGE>



                                    EXHIBIT B


                              TRADEMARK ASSIGNMENT

     WHEREAS,  SCORES  ENTERTAINMENT,  INC.,  a New  York  corporation  with its
principal  place of business at 150 E. 58th Street,  New York, NY  ("Assignor"),
has adopted,  used or is about to use certain marks which are  registered in the
United  States  Patent  and  Trademark   Office,   or  the  subject  of  pending
applications  for  registration,  or which will be  registered  to wit,  Diamond
Dollars (collectively, the "Marks").

     WHEREAS,  SCORES  HOLDING  COMPANY,  INC.,  a  Utah  corporation  with  its
principal  place  of  business  at  150 E.  58th  Street,  New  York,  NY  10022
("Assignee") is desirous of acquiring said Marks;

     NOW, THEREFORE,  for good and valuable  consideration,  receipt of which is
hereby acknowledged, said Assignor does hereby assign unto the said Assignee all
right, title and interest in and to the said Marks,  together with the good will
of the business symbolized by the marks, all claims and causes of action arising
out of or in connection with such Marks and the above  identified  registrations
or right to obtain registrations thereof.


                               SCORES ENTERTAINMENT, INC.



                               By: _________________________
                               Name: ______________________
                               Title: ________________________



State of NEW YORK)
                                    )ss.
County of NEW YORK)


         On this __ day of, _________ 2002, before me appeared ___________, the
person who signed this instrument, who acknowledged that he signed it as a free
act on his own behalf (or on behalf of the identified corporation or other
juristic entity with authority to do so).


                                                              Notary Public
         -----------------------------------------------------





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