EXHIBIT
        10.1

      


      SETTLEMENT
        AGREEMENT

      AND

      MUTUAL
        GENERAL RELEASE

       

      
        
          

        



      This
        Settlement Agreement and Mutual General Release (hereinafter referred to
        as the
“Settlement Agreement”), is effective as of June 25, 2008, and is made by and
        among Kings Road Entertainment, Inc., a Delaware corporation (“KREN”), Philip
        Holmes, individually, and as a currently officer and director of KREN, H.
        Martin
        DeFrank (a.k.a. Christian DeFrank), individually, and as a shareholder and
        a
        former officer and director of KREN (“DeFrank”), Sloane Squared Ltd., a
        purported United Kingdom limited liability company which is purportedly owned
        or
        controlled by DeFrank (“Sloane”), John Burnley, individually and as a
        shareholder of KREN (“Burnley”) and doing business as Endeavour Broadcast
        Services (“Endeavour”) and Millennium (“Millennium”), and all other entities
        controlled, directly or indirectly by DeFrank and/or Burnley (collectively
        the
“Controlled Entities”). KREN, DeFrank, Sloane, Burnley, and the Controlled
        Entities shall hereinafter collectively be referred to as the “Parties.” This
        Agreement is made in consideration of the following facts and
        recitals:

      


      AGREEMENT

      


      For
        valuable consideration, the receipt and sufficiency of which is hereby
        acknowledged the Parties hereto agree as follows: 

      


      1. Mutual
        General Release.

      


      1.1 Release
        by KREN and Holmes.
        Except
        as to such rights or claims as may be created by this Settlement Agreement
        or
        any agreement executed by the Parties pursuant to this Settlement Agreement,
        and
        subject to and conditioned upon the performance and completion of the
        undertakings by DeFrank, Sloane, Burnley and the Controlled Entities as set
        forth in Section 2, below, KREN and Holmes hereby discharge and release DeFrank,
        Sloane, Burnley and the Controlled Entities and their assigns, agents,
        representatives, attorneys, predecessors and successors in interest, from
        any
        and all claims, demands, obligations, or causes of action of whatever nature
        or
        description, in law or in equity, whether now known or unknown, suspected,
        or
        unsuspected, which now exists, or at any time theretofore has existed, against
        any of the parties hereto from the beginning of time through the date on
        which
        all conditions which are the subject of, and all deliveries to be made pursuant
        to, this Settlement Agreement have been satisfied, including, but not limited
        to, DeFrank’s relationship with KREN as an independent contractor, consultant,
        employee, officer, director, shareholder or otherwise, Burnley’s relationship
        with KREN as shareholder, consultant or otherwise, and the matters set forth
        in
        any Litigation now pending between the Parties.

      


      1.2 Release
        by DeFrank, Sloane, Burnley and Controlled Entities.
        Except
        as to such rights or claims as may be created by this Settlement Agreement
        or
        any agreement executed by the Parties pursuant to this Settlement Agreement,
        and
        subject to and conditioned upon the performance and completion of the
        undertakings by KREN as set forth in Section 2, below, DeFrank, Sloane, Burnley
        and the Controlled Entities hereby discharge and release KREN, Holmes and
        KREN’s
        current and former officers, directors, employees, shareholders, attorneys,
        assigns, agents, representatives, predecessors and successors in interest,
        except for and specifically excluding George Moseman, from any and all claims,
        demands, obligations, or causes of action of whatever nature or description,
        in
        law or in equity, whether now known or unknown, suspected, or unsuspected,
        which
        now exists, or at any time theretofore has existed, against any of the parties
        hereto from the beginning of time through the date on which all conditions
        which
        are the subject of, and all deliveries to be made pursuant to, this Settlement
        Agreement have been satisfied, including, but not limited to, DeFrank’s
        relationship with KREN as an employee, officer, director or shareholder,
        Burnley’s relationship with KREN as shareholder or otherwise, and the matters
        set forth in any Litigation now pending between the Parties.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      1.3 Release
        of Unknown Claims.
        The
        Parties acknowledge and agree that this release applies to all claims for
        any
        injuries, damages, losses or claims, whether known or unknown, foreseen or
        unforeseen, patent or latent, that the Parties hereto now have or may acquire,
        and each Party hereto hereby waives application of California
        Civil Code Section 1542,
        and any
        and all provisions, rights and benefits conferred by any law of any state
        or
        territory of the United States, or principle of common law, which is similar,
        comparable or equivalent to California
        Civil Code Section 1542.
        

      


      (a)  Each
        Party hereto certifies that such party is aware of the provisions of
California
        Civil Code Section 1542
        which
        states:

      


      A
        GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
        OR
        SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
        WHICH
        IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
        WITH
        THE DEBTOR.

      


      (b)  The
        Parties understand and acknowledge the significance and consequences of the
        waiver of California
        Civil Code Section 1542;
        and
        that this release and waiver of California
        Civil Code Section 1542
        is a
        significant material part of the consideration of entering into this Settlement
        Agreement. The
        Parties expressly acknowledge that this Settlement Agreement except for ongoing
        obligations set forth in the attached agreements, is intended to include
        a
        release, without limitation, of all claims, and acknowledges that the execution
        of this Settlement Agreement is entered into for the purpose of extinguishing
        any such claim or claims.

      


      (c)  The
        Parties further understand and acknowledge that if any party hereto, or such
        Parties respective officers, directors, employees, shareholders, attorneys,
        assigns, agents, representatives, predecessors and successors in interest,
        eventually discover additional damages or claims arising out of the facts
        and
        claims released herein, that Party will not be able to make any claim for
        any
        such losses or damages. Furthermore, the Parties acknowledge that they intend
        these consequences even as to claims for losses or damages that may exist
        as of
        the date of this Settlement Agreement but which the Parties hereto do not
        presently know to exist, and which if known, would have materially affected
        the
        Party’s decision to execute this Settlement Agreement.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      1.4 The
        Parties understand and agree the word “claims” to include all actions, claims,
        and grievances, whether actual or potential, known or unknown, and specifically
        but not exclusively all claims arising and relating directly or indirectly
        out
        of any of the facts, acts, omissions, events, damages and/or injuries arising
        from or relating in any way to any litigation which is pending between the
        Parties, that have arisen, or may arise in the future, or from or relating
        directly or indirectly from any and all events or relationships between the
        Parties. All such claims (including related fines, penalties, interest,
        attorneys’ fees and costs, rights of injunctive relief) are forever barred by
        this Agreement and without regard to whether those claims are based on any
        alleged breach of a duty arising in a statute, contract, or tort; any alleged
        unlawful act, including, without limitation, fraud and deceit, negligent
        misrepresentation, conversion of labor, breach of partnership, intentional
        interference with business contract, breach of contract; or any other claim
        or
        cause of action; and regardless of the forum in which it might be brought.
        

      


      2. Agreements
        and Undertakings of the Parties.
        Concurrently with the execution of this Settlement Agreement, and as a
        conditioned precedent to the settlement of the Parties contemplated by this
        Settlement Agreement, the Parties shall enter into the following agreements
        and
        undertakings:

      


      2.1 Execution
        of Stock Purchase Agreement by DeFrank.
        DeFrank
        shall enter into that certain Stock Purchase Agreement, attached hereto as
        Exhibit
        2.1,
        under
        which DeFrank agrees to sell an aggregate of 500,000 shares of common stock
        of
        KREN owned by DeFrank, for an aggregate purchase price of $60,000.

      


      2.2 Execution
        of Stock Purchase Agreement by Burnley.
        Burnley
        shall enter into that certain Stock Purchase Agreement, attached hereto as
        Exhibit
        2.2,
        under
        which Burnley agrees to sell an aggregate of 300,000 shares of common stock
        of
        KREN owned by Burnley, for an aggregate purchase price of $24,000.

      


      2.3 Execution
        of Payment Split Agreement.
        DeFrank,
        Sloane and KREN shall enter into that certain Payment Split Agreement, attached
        hereto as Exhibit
        2.3,
        under
        which either DeFrank or Sloane as the case may be shall pay to KREN fifty
        percent (50%) of all compensation and proceeds, whether in cash, non-cash
        or any
        other form, received by, or credited to, either DeFrank or Sloan, individually
        or jointly, under the “All of Me”/Producer Agreement dated April 23, 2004 by and
        among Katja Motion Picture Corp., Eclectic Filmworks, Inc., Sloane Squared,
        Ltd., Ira Posnansky and Christian DeFrank.

      


      2.4 Dismissal
        by KREN of Complaint in the matter of Kings Road Entertainment, Inc._vs.
        H.
        Martin DeFrank, Sloane Squared Ltd., et al.
        Within
        seven (7) business days of the Closing under the Stock Purchase Agreement
        attached hereto as Exhibit 2.1, KREN will execute, file and deliver a dismissal
        with prejudice, in the form attached hereto as Exhibit
        2.4,
        of the
        complaint filed by KREN in the matter of Kings
        Road Entertainment Inc. vs. H. Martin DeFrank, Sloane Squared Ltd., et
        al.,
        Los
        Angeles County Superior Court Case No. BC372716, and any and all claims and
        counterclaims contained therein. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2.5 Dismissal
        by KREN of Complaint in the matter of Kings Road Entertainment, Inc._vs.
        H.
        Martin DeFrank, John Burnley, et al.
        Within
        seven (7) business days of the Closing under the Stock Purchase Agreements
        attached hereto as Exhibits 2.1 and 2.2, KREN and Holmes will execute, file
        and
        deliver a dismissal with prejudice, in the forms collectively attached hereto
        as
Exhibit
        2.5,
        of the
        complaint filed by KREN, George Moseman and Holmes in the matter of Kings
        Road Entertainment Inc., vs. H. Martin DeFrank, John Burnley, et
        al.,
        Court
        Case No. BC386459, and any and all claims and counterclaims contained therein.
        

      


      2.6 Dismissal
        by DeFrank of the Cross-Complaint in the matter of DeFrank vs. Kings Road
        Entertainment, Inc. and Certain Directors.
        Within
        seven (7) business days of the Closing under the Stock Purchase Agreement
        attached hereto as Exhibit 2.1, DeFrank will execute, or cause to be executed
        and deliver to litigation counsel for KREN, in the form attached hereto as
        Exhibit
        2.6,
        a
        dismissal with prejudice of the cross-complaint filed by DeFrank against
        KREN,
        Holmes and Brad Hoffman and a dismissal without
        prejudice against George Moseman in the matter of Kings
        Road Entertainment, Inc., vs. H. Martin DeFrank, et. al.,
        Los
        Angeles County Superior Court Case No. BC372716, and any and all claims and
        counterclaims contained therein. 

      


      2.7 Dismissal
        by Burnley of Complaint in the matter of John Burnley vs. Kings Road
        Entertainment, Inc., et al.
        Within
        seven (7) business days of the Closing under the Stock Purchase Agreement
        attached hereto as Exhibit 2.2, Burnley will execute, or cause to be executed
        and deliver to litigation counsel for KREN, a dismissal with prejudice against
        KREN, Holmes and all other parties except George Moseman which dismissal
        against
        George Moseman will be without prejudice, in a form satisfactory to KREN’s
        litigation counsel, of the complaint and any counter claims in the matter
        of
John
        Burnley vs. Kings Road Entertainment Inc., George Moseman and Philip Holmes
        et
        al.,
        Court
        Case No. BC374788, and any and all claims and counterclaims contained therein.
        

      


      3. Representations,
        Warranties and Covenants of DeFrank.

      


      3.1 DeFrank
        represents and warrants that during his tenure as an officer and/or director
        of
        KREN he has made no other statements which have not yet been disclosed to
        the
        current board of directors of KREN.

      


      3.2 DeFrank
        represents and warrants that he has fully disclosed all agreements, commitments,
        promises, arrangements that he has made while an officer or director of KREN
        or
        on behalf of KREN and has provided copies of any such paperwork where these
        may
        be documented, and has not in or on behalf of or in the name of KREN entered
        into any other agreement or contract binding KREN.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.3 DeFrank
        represents and warrants that the shares of KREN to be delivered and transferred
        are the only shares he owns, and further that there are no other shares of
        KREN
        held beneficially or otherwise by DeFrank, in the name of any other third
        party
        for the benefit of DeFrank or in the name of any company or other entity
        in
        which DeFrank has a direct or indirect interest. DeFrank agrees that in event
        that it is discovered that DeFrank has any direct or indirect interest in
        any
        shares of KREN or that any shares of KREN are presented for transfer which
        are
        determined to be held by or for the benefit of DeFrank, that KREN through
        its
        transfer agent may place a stop transfer with regard to said shares and that
        the
        burden of proof shall be upon DeFrank or the presenter thereof, to provide
        demonstrable evidence that DeFrank has no direct or indirect interest in
        said
        shares. DeFrank individually and on behalf of any entity in which he has
        a
        direct or indirect interest, will not directly or indirectly acquire any
        shares
        of KREN, or any beneficial or other interest in any shares of KREN. DeFrank
        individually and on behalf of any entity in which he has a direct or indirect
        interest, agrees that in event that it is discovered that DeFrank has acquired
        any shares in KREN, or has any direct or indirect interest in any shares
        of KREN
        or that any shares of Kings Road are presented for transfer which are determined
        to be held by or for the benefit of DeFrank, that KREN through its transfer
        agent may place a stop transfer with regard to said shares and that the burden
        of proof shall be upon DeFrank or the presenter thereof, to provide demonstrable
        evidence that DeFrank has no direct or indirect interest in said shares.
        

      


      3.4 DeFrank
        individually and on behalf of any entity in which he has a direct or indirect
        interest, including without limitation, Sloane, shall not, for whatever reason,
        either directly or indirectly solicit, encourage, participate, entice or
        otherwise assist any party in making or filing any claim against KREN and
        its
        current or past officers or directors. DeFrank
        further agrees not to initiate
        any
        claim against George Moseman (other than a cross-complaint or cross claim
        in
        response to a claim or lawsuit filed by George Moseman against De Frank)
        which
        would trigger any rights of indemnification by KREN of George Moseman.


      


      3.5 DeFrank
        shall not, for a period of five (5) years following execution of this Settlement
        Agreement, for whatever reason, either directly or indirectly: 

      


      (a)
         Make
        known to any person, firm or corporation the names or addresses of any of
        the
        suppliers and vendors of KREN or any other information pertaining to them;
        or


      


      (b) Call
        on,
        solicit, assist or attempt to call on, solicit, or assist any party in an
        effort
        to take customers away from KREN, with whom DeFrank became acquainted during
        the
        term of his employment with KREN, either for himself or for any other person,
        firm, or corporation; or 

      


      (c)
         Call
        on,
        solicit, assist or attempt to call on, solicit, or take away any employee
        of
        KREN, for himself or for any other person, firm, or corporation. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.6 DeFrank
        represents and warrants that, both individually and on behalf of any other
        entity in which he has a direct or indirect interest, the common law trademark
        of the name Kings Road Entertainment is owned exclusively by KREN, and hereby
        further agrees to refrain from any use of the name "Kings Road," "Kings Road
        Entertainment," "KREN," “Kingsroadscreen,” “Kingsroadmedia,” or any derivations,
        acronym or words or abbreviations of similar import, in any way or context,
        including but not limited to email addresses and agrees that the use of such
        name, derivations, acronym, words or abbreviations will entitle KREN to
        immediate injunction relief.

      


      3.7 DeFrank
        represents and warrants that he agrees to refrain from associating himself
        with
        the production of any of Kings Road movie assets except for the New Line/Katja
        remake project of “All of Me.” 

       

      3.8 DeFrank
        individually and on behalf of Sloane or any Controlled entity in which he
        has a
        direct or indirect interest, represents and warrants this Agreement constitutes
        the valid and binding obligations of DeFrank, Sloane and any Controlled entity
        in which he has a direct or indirect interest, enforceable in accordance
        with
        its terms, except as may be limited by bankruptcy, insolvency, reorganization,
        moratorium and other similar laws and equitable principles related to or
        limiting creditors’ rights generally and by the availability of equitable
        remedies and defenses. 

       

      3.9 DeFrank
        represents and warrants that neither the execution of this Settlement Agreement
        by DeFrank and Sloane or the consummation of the sale of the Shares
        (a) will result in the breach of any term or provision of, constitute a
        default under, or accelerate or change the performance otherwise required
        under,
        any agreement (including any loan agreement or promissory note), indenture,
        instrument, order, law or regulation to which DeFrank or Sloane is a party
        or by
        which DeFrank or Sloane is bound or (b) require the approval, consent,
        waiver, authorization or act of, or the making by DeFrank or Sloane of, any
        declaration, filing or registration with, any third party or any governmental
        authority.

      


      3.10 DeFrank
        individually and on behalf of Sloane or any Controlled entity in which he
        has a
        direct or indirect interest, acknowledges that he is freely and voluntarily
        entering into and executing this Agreement after having been advised to seek
        separate independent counsel of DeFrank’s choice for advice regarding this
        Agreement and any other legal rights pertaining to this Agreement. DeFrank
        has
        either been apprised of all relevant information and legal rights by legal
        counsel of his own choice, or has voluntarily chosen not to seek separate
        independent counsel for advice regarding this Agreement. In executing this
        Agreement, other than the representations and undertakings set forth in the
        Settlement Agreement, DeFrank does not rely on any inducements, promises,
        or
        representations made by the Purchaser, KREN, any officer, director, shareholder,
        agent, attorney or representative of KREN or any other party or
        person.

      


      3.11 DeFrank
        individually and on behalf of Sloane or any Controlled entity in which he
        has a
        direct or indirect interest, represents and warrants that DeFrank has all
        requisite power and authority to execute and deliver this Settlement Agreement,
        and any of the related agreements and documents, and to consummate any of
        the
        transactions contemplated hereby. This Settlement Agreement when duly executed
        and delivered by DeFrank individually and on behalf of Sloane or any Controlled
        entity in which he has a direct or indirect interest, constitutes the legal,
        valid, and binding obligation of DeFrank DeFrank, Sloane and any Controlled
        entity in which he has a direct or indirect interest in accordance with its
        terms.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      4. Representations,
        Warranties and Covenants of Burnley.

      


      4.1 Burnley
        represents and warrants this Agreement constitutes the valid and binding
        obligations of Burnley, enforceable in accordance with its terms, except
        as may
        be limited by bankruptcy, insolvency, reorganization, moratorium and other
        similar laws and equitable principles related to or limiting creditors’ rights
        generally and by the availability of equitable remedies and defenses. Further
        that neither the execution of this Agreement by Burnley or the consummation
        of
        the sale of the Shares (a) will result in the breach of any term or
        provision of, constitute a default under, or accelerate or change the
        performance otherwise required under, any agreement (including any loan
        agreement or promissory note), indenture, instrument, order, law or regulation
        to which Burnley is a party or by which Burnley is bound or (b) require the
        approval, consent, waiver, authorization or act of, or the making by Burnley
        of,
        any declaration, filing or registration with, any third party or any
        governmental authority.

      


      4.2 Burnley
        acknowledges that he is freely and voluntarily entering into and executing
        this
        Agreement after having been advised to seek separate independent counsel
        of
        Burnley’s choice for advice regarding this Agreement and any other legal rights
        pertaining to this Agreement. Burnley has either been appraised of all relevant
        information and legal rights by legal counsel of his own choice, or has
        voluntarily chosen not to seek separate independent counsel for advice regarding
        this Agreement. In executing this Agreement, other than the representations
        and
        undertakings set forth in the Settlement Agreement, Burnley does not rely
        on any
        inducements, promises, or representations made by the Purchaser, KREN, any
        officer, director, shareholder, agent, attorney or representative of KREN
        or any
        other party or person.

      


      4.3 Burnley
        represents and warrants that Burnley has all requisite power and authority
        to
        execute and deliver this Settlement Agreement, and any of the related agreements
        and documents, and to consummate any of the transactions contemplated hereby.
        This Settlement Agreement when duly executed and delivered by Burnley,
        constitutes the legal, valid, and binding obligation of Burnley in accordance
        with its terms.

      


      4.4 Burnley
        agrees not
        to
initiate
        any
        claim against George Moseman (other than a cross-complaint or cross claim
        in
        response to a claim or lawsuit filed by George Moseman against De Frank)
        which
        would trigger any rights of indemnification by KREN of George Moseman.


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      5. Representations,
        Warranties and Covenants of KREN.

      


      5.1 KREN
        represents and warrants that KREN has all requisite power and authority to
        execute and deliver this Settlement Agreement, and any of the related agreements
        and documents, and to consummate any of the transactions contemplated hereby
        or
        thereby. The execution and delivery of this Settlement Agreement and the
        consummation of the transactions contemplated hereby has been duly authorized
        by
        all necessary corporate action, and no other proceedings on the part of KREN
        is
        necessary to authorize this Settlement Agreement or to consummate the
        transactions contemplated hereby. 

      


      5.2 KREN
        and
        Holmes represent and warrant that they shall not support or assist George
        Moseman in anyway, in the event that George Moseman proceeds with the
        prosecution of the complaint filed by George Moseman in the matter of
Kings
        Road Entertainment Inc., vs. H. Martin DeFrank, John Burnley, et
        al.,
        Court
        Case No. BC386459.

      


      6. Notices.
        All
        notices, requests, demands and other communications under this Agreement,
        including any request or demand for indemnification under paragraph 3, shall
        be
        in writing and shall be deemed to have been duly given on the date of service
        if
        served personally on the party to whom notice is to be given or within five
        (5)
        business days if mailed to the party to whom notice is to be given, by
        first-class mail, registered, or certified, postage prepaid and properly
        addressed as follows:

      


      If
        to Kings Road, addressed to:
        

      Kings
        Road Entertainment, Inc. 

      Attn:
        Philip Holmes, President

      468
        N.
        Camden Drive 

      Beverly
        Hills, CA 90210 

      


      With
        a copy to litigation counsel for Kings Road, addressed
        to:
        

      Sherman
        & Nathanson

      9454
        Wilshire Blvd.,
        Suite
        820

      Beverly
        Hills, CA 90212

      


      and

      


      Ropers,
        Majeski, Kohn & Bentley

      Attn.:
        Richard L. Charnley, Esq.
515
        S.
        Flower Street, 11th
        Floor

      Los
        Angeles, CA 90071

      


      If
        to DeFrank, addressed to:
        

      H.
        Martin
        DeFrank
316
        S.
        Maryland Avenue #206
Glendale,
        CA 91206

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      If
        to Burnley, addressed to:
        

      John
        Burnley
2
        Aldersgate, Apt. 408
Riverhead,
        NY 11901

      


      With
        a copv to litigation counsel for Burnley, addressed to:
        

      Steve
        Dial, esq.

      505
        South
        Villa Real Drive, Suite 205
Anaheim
        Hills, CA 92807

      


      Any
        notice mailed to any party hereunder will be deemed effective within five
        (5)
        business days of deposit in the United States mail. 

      


      7. Disclaimer
        of Liability. It
        is
        understood and agreed that this Settlement Agreement is a compromise of disputed
        claims, and that neither the mutual release specified above nor the negotiation
        of this settlement shall be considered as admissions of any liability whatsoever
        by anyone. It is understood that the Parties deny, any past or present
        wrongdoing, and no wrongdoing shall be implied from any negotiations or entry
        into this Agreement.

      


      8. Payment
        of Costs and Expenses; Attorney’s Fees.
        Each
        party hereto shall be responsible for the payment of its own costs, expenses
        and
        attorneys’ fees in conjunction with the matters referred to herein. In the event
        litigation is commenced to interpret or enforce any of the provisions of
        this
        Agreement, to recover damages for the breach of any of the provisions of
        this
        Settlement Agreement, or to obtain declaratory relief in connection with
        any of
        the provisions of this Settlement Agreement, the prevailing party shall be
        entitled to recover its reasonable attorneys’ fees and costs from the other
        party.

      


      9. Confidentiality
        of Entire Agreement.
        

      


      9.1 The
        Parties and their attorneys, and each of their agents or persons acting for
        them, are prohibited from disclosing the nature and substance of the claims
        involved, settlement terms and conditions, and the history, background,
        negotiations, terms and conditions of all settlements with any individual
        other
        than their attorneys of record and/or advisers for income tax or other legal
        purposes. The Parties may make such disclosures to their attorneys or to
        any
        other person or entity such as accountants, auditors or insurers, shareholders,
        or any other similar entity or individual to whom such disclosure is required
        in
        the ordinary course of the business, or to any potential financing source,
        acquirer, investor or partner of KREN, or to anyone to whom disclosure is
        required by subpoena or other legal process or operation of law. 

      


      9.2 The
        Parties and their attorneys, and each of their agents or persons acting for
        them, may not make any statements, either directly or indirectly, by implication
        or innuendo, to the press or media, concerning the fact or amount of settlement,
        the nature and substance of the claims resolved herein or describe or
        characterize the settlement in any way. The Parties and their attorneys,
        and
        each of their agents or persons acting for them, may not use their involvement
        in this settlement as the basis for speeches, interviews, seminars, articles,
        books or promotional materials of any kind. Any inquiry made of the Parties
        and
        their attorneys, and each of their agents or persons acting for them, into
        the
        subject matter of these settlement terms, by anyone, including the press
        or
        media, will be met by a statement that the disagreements were disposed of
        to the
        mutual satisfaction of the parties’ and that they have no further
        comment.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      10. Further
        Assurances.
        Each of
        the Parties to this Agreement agrees to perform such further acts and to
        execute
        and deliver any and all further documents that may reasonably be necessary
        or
        desirable to effectuate the purpose of this Agreement.

      


      11. Representation
        of Comprehension of Document, Undertakings and Representations and
        Warranties.

      


      11.1 In
        entering into this Agreement, the Parties hereto represent that they have
        read
        the contents of this Agreement, that the terms of this Agreement have been
        explained to them by their attorney, that those terms are fully understood
        and
        voluntarily accepted by them, that they have relied upon the legal advice
        of
        their respective attorney, who is an attorney of their own choosing, and
        that
        hereafter no such party shall deny the validity of this Agreement on the
        ground
        that he, she or it did not have adequate advice of counsel.

      


      11.2 Each
        party to this Agreement has made such investigation of the facts pertaining
        to
        this Agreement and of all the matters pertaining thereto as it deems necessary.
        In entering into this Agreement provided for herein, each party assumes the
        risk
        of any misrepresentation, concealment, or mistake. If any party should
        subsequently discover that any fact relied upon by it in entering into this
        Agreement was untrue, or that any fact was concealed from it, or that its
        understanding of the facts or of the law was incorrect, such party shall
        not be
        entitled to any relief in connection therewith, including, without limitation
        on
        the generality of the foregoing, any alleged right or claim to set aside
        or
        rescind this Agreement. This Agreement is intended to be and is final and
        binding between the parties hereto, regardless of any claims of
        misrepresentation, promise made without the intention of performing, concealment
        of fact, mistake of fact or law, or of any other circumstance
        whatsoever.

      


      11.3 Each
        party is aware that it may hereafter discover claims or facts in addition
        to or
        different from those it now knows or believes to be true with respect to
        the
        matters related herein. Nevertheless, it is the intention of the Parties
        to
        fully, finally, and forever settle and release all such matters and claims
        relative thereto, which do now exist, may exist, or heretofore have existed
        between them. In furtherance of such intention, the releases given herein
        shall
        be and remain in effect as full and complete mutual releases of all such
        matters, notwithstanding the discovery or existence of any additional or
        different claims or facts relative thereto.

      


      12. Entire
        Agreement.
        This
        Settlement Agreement, together with Exhibits 2.1, 2.2, 2.3, 2.4, 2.5, 2.6
        and
        20, constitute the entire written agreement between the Parties, and with
        the
        exception of this agreements and instruments to be executed pursuant to the
        terms of this Settlement Agreement, there are no other agreements modifying
        its
        terms. The terms of this Settlement Agreement can only be modified by a writing
        signed by all of the parties which expressly states that such modification
        is
        intended, and this Settlement Agreement cannot be amended by a partially
        or
        fully executed oral modification.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      13. Governing
        Law.
        This
        Agreement is being executed and delivered, and is intended to be performed,
        in
        the State of California, and to the extent permitted by law, the execution,
        validity, construction, and performance of this Agreement shall be construed
        and
        enforced in accordance with the laws of the State of California without giving
        effect to conflict of law principles. This Agreement shall be deemed made
        and
        entered into in Los Angeles County, State of California, United States of
        America; however, it is intended to resolve all claims, known or unknown,
        between KREN, Sloane, Burnley and DeFrank in any jurisdiction.

      


      14. Waiver
        of Jury Trial.
        The
        Parties hereto hereby voluntarily and irrevocably waives trial by jury in
        any
        Proceeding brought in connection with this Settlement Agreement, any of the
        related agreements and documents, or any of the transactions contemplated
        hereby
        or thereby. For purposes of this Settlement Agreement, “Proceeding” includes any
        threatened, pending, or completed action, suit, arbitration, alternate dispute
        resolution mechanism, investigation, inquiry, administrative hearing, or
        any
        other actual, threatened, or completed proceeding, whether brought by or
        in the
        right of any party or otherwise and whether civil, criminal, administrative,
        or
        investigative, in which an Indemnified Party was, is, or will be involved
        as a
        party or otherwise.

      


      15. Interpretation
        of Agreement. This
        Settlement Agreement shall not be construed against any party on the basis
        that
        his, her or its attorney drafted it as each Party and their respective legal
        counsel has had an opportunity to review, make comments, changes and
        modifications to the Settlement Agreement prior to its execution.

      


      16. Signature
        in Counterpart;
        Facsimile Signatures. This
        Settlement Agreement may be executed in counterparts, each of which shall
        be
        deemed to be an original, but all of which together shall constitute one
        and the
        same instrument. Facsimile
        signatures shall be sufficient for execution of this Agreement.

      


      17.
         Independent
        Advice of Counsel. The
        Parties hereto, and each of them, represent and declare that in executing
        this
        Settlement Agreement they relied solely upon their own judgment, belief,
        knowledge and the advice and recommendations of their own independently selected
        counsel, concerning the nature, extent, and duration of their rights and
        claims,
        and that they have not been influenced to any extent whatsoever in executing
        the
        Settlement Agreement by any representations or statements covering any matters
        made by any other party or that party’s representatives hereto.

      


      18. Successors.
        This
        Settlement Agreement shall be binding upon the Parties and their heirs,
        representatives, administrators, successors and assigns, and shall inure
        to the
        benefit of the released parties and each of them, and to their heirs,
        representative, successors and assigns.

      


      19. Severability.
        If any
        provision of this Settlement Agreement is held by a Court of competent
        jurisdiction to be invalid, void or unenforceable, the remaining provisions
        shall nevertheless continue in full force without being impaired or invalidated
        in any way.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      20. Retention
        of Jurisdiction.
        Regarding
        KREN v. DeFrank, the DeFrank Cross-Complaint, KREN v. Burnley and Burnley
        v.
        KREN, the parties to such complaints and cross-complaints agree and stipulate
        that the Los Angeles County Superior Court may retain jurisdiction to enforce
        this Settlement Agreement under the terms of California Code of Civil Procedure
        Section 664.6. In order to advise the court of such stipulation, the parties,
        through counsel as appropriate, shall execute and file stipulations so advising
        the court in the forms collectively attached hereto as Exhibit
        20.
        Such
        stipulations may be filed upon execution of this Settlement
        Agreement.

      


      21. Exhibits.
        All of
        the Exhibits hereto are material provisions of this Settlement Agreement,
        and
        the terms of those Exhibits are expressly made part of this Settlement
        Agreement.

       

      IN
        WITNESS THEREOF, each of the undersigned has executed this Settlement Agreement
        and General Mutual Release.

      

        
          	 	 	     	
                  KINGS
                    ROAD ENTERTAINMENT, INC. 

                
	 	 	 	 
	
                  Dated: 
                    

                	
                  July
                    8, 2008

                	 	
                  /s/
                    Philip Holmes

                
	 	 	 	
                  By:
                    Philip Holmes

                
	 	 	 	
                  Its:
                    President 

                
	 	 	 	 
	
                  Dated:

                	
                  
                    July
                      8, 2008

                  

                	 	
                  
                    /s/
                      Philip Holmes

                  

                
	 	 	 	
                  Philip
                    Holmes, individually

                
	 	 	 	 
	
                  Dated:

                	
                  
                    July
                      8, 2008

                  

                	 	/s/
                  H. Martin DeFrank
	 	 	 	
                  H.
                    Martin DeFrank, individually

                
	 	 	 	
                  (aka
                    Christian DeFrank)

                
	 	 	 	 
	 	 	 	
                  SLOANE
                    SQUARED LTD
A UK
                    Limited Liability Company

                
	 	 	 	
                   

                
	
                  Dated:

                	
                  
                    July
                      8, 2008

                  

                	 	
                  /s/
                    H. Martin DeFrank

                
	 	 	 	
                  By:
                    H. Martin DeFrank

                
	 	 	 	
                  Its:
                    Managing Director

                
	 	 	 	 
	
                  Dated:

                	
                  July
                    8, 2008

                	 	/s/
                  John Burnley
	 	 	 	
                  John
                    Burnley, individually and

                
	 	 	 	
                  doing
                    business as Millennium

                
	 	 	 	
                  Endeavour
                    Broadcast Services

                


        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SPOUSE'S
        CONSENT

      


      I,
        the
        undersigned, being the spouse of ____________________ who is a party to the
        foregoing Settlement Agreement and Mutual General Release, hereby acknowledge
        that I have read the same in its entirety and clearly understand that my
        spouse
        has agreed upon terms and provisions with respect to the any claims, shares
        of
        common stock of Kings Road Entertainment, Inc., rights under any agreements
        or
        options, which he or she owns and in which I may have a community property
        or
        other interest. I am fully convinced of the wisdom and equity of the terms
        and
        provisions thereof and of the benefits to myself in the entire plan of the
        Settlement Agreement. In consideration of the premises, I hereby expressly
        consent that my spouse execute the Settlement Agreement and I join in, accept,
        and consent to the terms and provisions thereof and agree to abide and to
        be
        bound thereby, and I do agree to execute and deliver all documents and to
        do all
        things reasonably necessary to carry out and complete the purposes
        thereof.

      


      Furthermore,
        I, the undersigned, hereby appoint my spouse as my attorney-in-fact to represent
        me in all matters with regard to the Agreement; to bind my interests, jointly
        with his or her own, upon his or her execution of any document relating to
        the
        Agreement; and to do, on my behalf, all things reasonably necessary to carry
        out
        and complete the purposes of the Agreement, all without my further consent
        or
        authorization.

      
 

      

        
          	 	 
	 	 	 
	 	
                  Spouse
                    of