EXHIBIT
      10.3

    


    STOCK
      PURCHASE AGREEMENT

    


    This
      Stock Purchase Agreement (this “Agreement”) is entered into as of June 25, 2008,
      by and between John Burnley (“Burnley”) and Kings Road Entertainment, Inc.
      (“KREN”) and is executed pursuant to and in conjunction with that certain
      Settlement Agreement and Mutual General Release (the “Settlement Agreement”)
      executed concurrently herewith by and among KREN, Burnley and the other parties
      named therein.

     

    RECITALS

    


    A. Whereas,
      Burnley, along with his immediate family and relatives owns 318,300 shares
      of
      common stock of KREN.

    


    B. Whereas,
      pursuant to and in conjunction with the terms of the Settlement Agreement,
      Burnley, agrees to sell and KREN agrees to buy a total of three hundred thousand
      (300,000) shares of common stock of KREN (the “Shares”) owned by Burnley, as
      provided in this Agreement. 

     

    C. Whereas,
      KREN and in order to facilitate the Settlement between KREN and Burnley, as
      contemplated by the Settlement Agreement, for the benefit of all shareholders
      of
      KREN, has agreement to purchase the 300,000 shares of the common stock of KREN
      owned by Burnley.

    


     

    NOW,
      THEREFORE, in consideration of the mutual covenants hereinafter set forth,
      the
      parties to this Agreement hereby agree as follows:

     

    AGREEMENT

    


    1.  Stock
      Purchase.

     

    (a)  Purchase
      Price.
      Contemporaneously with the execution of this Agreement, Burnley shall convey,
      transfer and sell to KREN, and KREN shall purchase from Burnley three hundred
      thousand (300,000) shares of common stock of KREN, for consideration of eight
      cents ($0.08) per share for a total purchase price of twenty four thousand
      dollars ($24,000.00) (the “Purchase Price”). Payment of the Purchase Price shall
      be made in the form of cash, check or wire transfer of immediately available
      funds or any combination thereof.

     

    (b)  Deliveries
      by Burnley.
      Contemporaneous with the execution of this Agreement, Burnley shall deliver
      the
      Chachas Law Group P.C., Attention George G. Chachas, 2445 Fifth Avenue, Suite
      440, San Diego, CA 92101, for processing with Computershare Trust Company (the
      “Transfer Agent”), original certificates representing 300,000 shares of common
      stock in KREN, as represented by KREN certificate no. KR 3582, along with an
      Irrevocable Stock Power with signature medallion guaranteed, such other
      certifications or documentation as required by the Transfer Agent, and an
      instruction letter to the Transfer Agent authorizing the Transfer Agent to
      effectuate the transfer and delivery of 300,000 shares to KREN.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  Deliveries
      by KREN.
      Contemporaneous with execution of this agreement, KREN shall deliver $24,000.00
      in immediately available funds to Chachas Law Group Attorney-Client Trust
      account. Wire instructions are as follows:

    

      
        	
                Bank
                  Name:

              	
                US
                  Bank

              
	
                Address

              	
                4330
                  La Jolla Village Drive, Suite 100 

                San
                  Diego, CA 92122

              
	 	 
	
                ABA
                  Routing No.: 

              	
                122235821

              
	
                Account
                  No. 

              	
                1534-56207304

              
	
                Acct
                  Name: 

              	
                Chachas
                  Law Group - Attorney Client Trust Account

              
	
                Reference

              	
                KREN/
                  John Burnley

              


      



    (d)  Conditions
      to Closing; Deliveries on Closing.
      As
      a
      condition to the closing, the Settlement Agreement and all other documents,
      agreements and instruments to be executed pursuant to this Agreement shall
      have
      been executed and delivered. At such time as Chachas Law Group has received
      written confirmation from the Transfer Agent that the Transfer Agent has
      processed and completed the transfer and delivery of the 300,000 shares to
      KREN,
      Chachas Law Group shall deliver the $24,000.00 in immediately available funds
      via wire transfer to an account designated by Burnley.

     

    (e)  The
      closing of the transactions contemplated by this Agreement (the “Closing”) on
July
      15, 2008
      (or at
      such later date) and at such time as shall be agreed upon by the parties (the
      “Closing Date”). All proceedings to be taken and all documents to be executed
      and delivered by the parties at the Closing shall be deemed to have been taken
      and executed simultaneously and no proceeding shall be deemed taken or any
      documents executed or delivered until all have been taken and
      delivered.

     

    2.  Burnley’s
      Representations, Warranties, Covenants and
      Acknowledgements.

     

    (a)  Burnley
      further acknowledges that the sale price for the 300,000 shares of common stock
      of KREN to KREN has been determined based on negotiations and the terms of
      this
      settlement and not on actual market value of the shares. 

     

    (b)  Burnley
      acknowledges that Burnley is not relying upon any person, firm or corporation,
      in making his decision to sell the 300,000 shares to KREN. 

     

    (c)  Burnley
      further acknowledges and represents that he understands that the shares of
      common stock of KREN could appreciate in value considerably in the near term
      or
      otherwise in the future and notwithstanding such possibility, Burnley desires
      to
      enter into this Stock Purchase Agreement for the sale of the 300,000 shares
      of
      common stock of KREN to KREN.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)  Burnley
      represents and warrants that the Shares to be conveyed, transferred and sold
      hereunder shall be transferred to KREN free and clear of all liens, claims,
      security interests and encumbrances of any nature whatsoever.

     

    (e)  Burnley
      represents and warrants that other than the 300,000 shares of common stock
      of
      KREN subject to transfer under this Agreement that an additional 18,300 shares
      of common stock of KREN are held of record by Burnley, and his immediate family
      and relatives as set forth in Recital A above, Burnley does not own, directly
      or
      indirectly, of record or beneficially, any other shares of common stock of
      KREN.

     

    (f)  Burnley
      represents and warrants that he has the capacity to enter into this Agreement
      to
      consummate the sale of the Shares and to comply with the terms, conditions
      and
      provisions of this Agreement.

     

    (g)  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.


     

    (h)  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.

     

    (i)  Burnley
      is not a party to any stockholder agreement, voting trust agreement or any
      other
      similar contract, agreement, arrangement, commitment, plan or understanding
      restricting or otherwise relating to the voting, dividend, ownership or transfer
      of the 300,000 shares being sold and transferred to KREN’s under this
      Agreement.

     

    (j)  Burnley
      agrees that no KREN, or any officer, director, shareholder, agent, or employee
      of KREN, shall be liable to Burnley for any action heretofore or hereafter
      taken
      or omitted to be taken by any of them in connection with the sale of the Shares
      by Burnley, other than for payment of Shares as stated in Section 1(c)
      above.

     

    (k)  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 KREN, KREN, any officer,
      director, shareholder, agent, attorney or representative of KREN or any other
      party or person.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.  KREN’
      Representations, Warranties and Acknowledgements.

     

    (a)  KREN
      represents and warrants that he or it has the capacity to enter into this
      Agreement to consummate the purchase of the Shares and to comply with the terms,
      conditions and provisions of this Agreement.

     

    (b)  The
      execution, delivery and performance of this Agreement and all other agreements,
      documents and instruments contemplated by this Agreement to which a KREN is
      a
      party and the consummation of the transactions contemplated hereby have been
      duly and validly authorized by all necessary action of such entity.


     

    (c)  KREN
      represents and warrants that this Agreement constitutes a valid and binding
      obligation of KREN, 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. 

     

    (d)  KREN
      represents, warrants and acknowledges that the Shares are not registered under
      the Securities Act of 1933, as amended (the “1933 Act”), on the basis that the
      sale provided for in this Agreement and the issuance of securities hereunder
      is
      exempt from registration under the 1933 Act pursuant to
      Section 4(1).

     

    (e)  KREN
      represents, warrants and acknowledges that he is aware that there is a very
      limited trading market in KREN shares and that KREN may not be able to resell
      his shares and that the Shares may be held indefinitely. 

     

    (f)  KREN
      represents and warrants to the Company that he/it is an “accredited investor”
within the meaning of Securities and Exchange Commission Rule 501 of
      Regulation D, as presently in effect and, for the purpose of
      Section 25102(f) of the California Corporations Code.

     

    (g)  KREN
      represents, warrants and acknowledges that they are aware of the financial
      condition of KREN, KREN’s operations, as well as the risk associated with the
      purchase and ownership of the Shares and that they are not relying upon Burnley
      or any person, firm or corporation, in making a decision to purchase the Shares
      from Burnley.

     

    4.  Notices.
      All
      notices, requests, demands and other communications under this Agreement,
      including any request or demand for indemnification under paragraph 5, 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 Burnley, addressed to: 

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

    


    If
      to KREN, addressed to:

    Kings
      Road Entertainment, Inc. 
Attn:
      Philip Holmes, President
468
      N.
      Camden Drive 
Beverly
      Hills, CA 90210

    


    5.  Successors.
      This
      Agreement shall be binding upon and inure to the benefit of any successor or
      successors of Burnley, any KREN or KREN. Where the context permits, “KREN” as
      used in this Agreement shall include KREN’s executor, administrator or other
      legal representative or the person or persons to whom KREN’s rights pass by will
      or the applicable laws of descent and distribution. 

     

    6.  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 California. This Agreement shall be
      deemed made and entered into in Los Angeles County, State of California, United
      States of America.

     

    7.  Counterparts;
      Facsimile Signatures.
      This
      Settlement Agreement may be executed in one or more counterparts, each of which
      shall be deemed an original and all of which together shall constitute one
      and
      the same agreement. Facsimile signatures shall be sufficient for execution
      of this
      Agreement.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement
      the day and year first above written.

     

    

      
        	
                SELLER

              
	 
	
                /s/
John
                  Burnley

              
	
                John
                  Burnley

              
	 
	 
	
                KINGS
                  ROAD ENTERTAINMENT, INC. 

              
	 
	/s/ Philip
                Holmes
	
                By:
                  Philip Holmes

              
	
                Its:
                  President