ASSIGNMENT
AND ASSUMPTION AGREEMENT

     

    THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made
and entered into as of this 27th day of January, 2009, by and among 333 East
60th
Street Inc., a New York corporation having its principal office at 333 East
60th
Street, New York, New York 10022 (“333”), Entertainment
Management Services, Inc., having its principal office at 533-535 West 27th Street,
New York, New York 10001 (“EMS”)(collectively EMS and 333, the
“Seller”),  and Scores Holding Company, Inc., having its principal
office at 533-535 West 27th Street,
New York, New York 10001 (“SCRH” or “Buyer”). Capitalized terms used in this
Agreement but not defined herein shall have the meanings ascribed to them in the
Transfer Agreement by and among the aforementioned parties dated December 9,
2009 (as defined below).

     

    WITNESSETH:

     

    WHEREAS,
Seller, have entered into that certain Agreement, dated as of December 9, 2008
(the “Transfer
Agreement”),
pursuant to which, among other things, Seller has agreed to assign and Buyer has
agreed to accept such assignment and assume all of Seller’s right, title and
interest in and to that certain Amended and Restated Master License Agreement
(the “MLA”) by and between EMS and SCRH; and

     

    WHEREAS,
Seller has agreed to assign and Buyer has agreed to accept such assignment and
assume all of Seller’s right, title and interest in and to all sublicense
agreements entered into by EMS pursuant to the MLA.

    WHEREAS,
Seller and Buyer desire to evidence the conveyance and the assumption of the
MLA.

     

    NOW,
THEREFORE, pursuant to the Transfer Agreement, and in consideration of the
premises, the mutual covenants herein contained, and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

    


    1. Subject
to the terms of the Agreement, Seller hereby assigns and transfers to Buyer all
of Seller’s right, title and interest in, to and under the MLA, including,
without limitation, all of Seller’s right, title and interest in and to the
Licensing Rights and Royalty Rights.

     

    2. Subject
to the terms of this Agreement, Seller hereby assigns and transfers to Buyer all
of Seller’s right, title and interest in, to and under all sublicense agreements
entered into by Seller pursuant to the MLA (collectively the “Sublicense
Agreements”) as listed on Schedule 1).

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. Nothing
contained in this Agreement shall in any way supersede, modify, replace, amend,
change, rescind, waive or otherwise affect any of the provisions, including the
representations, warranties, covenants and agreements set forth in the
Agreement, this Agreement being intended only to effect the assignment and
transfer of the MLA by Seller to Buyer pursuant to the Agreement.

     

    4. In the
event of any conflict or inconsistency between the terms of the the Agreement
and the terms hereof, the terms of the Agreement shall govern.

     

    5. This
Agreement shall be governed by and construed in all respects by the laws of the
State of New York without regard to the conflicts of law principles
thereof.

     

    6. This
Agreement may be executed in any number of original, facsimile or electronic
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.

    


     

     

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    IN WITNESS WHEREOF, this Agreement has
been duly executed and delivered as of the date first above
written.

     

    
      	 	      
              SELLER:

            
	 	 
	 	 
	 	      
              333
      EAST 60TH
      STREET INC.

            
	 	 
	 	 
	 	      
              By: 
      __________________________________

              Name:

              Title:

            
	 	 
	 	 
	 	      
              ENTERTAINMENT
      MANGEMENT SERVICES, INC.

            
	 	 
	 	 
	 	      
              BUYER:

            
	 	 
	 	 
	 	      
              SCORES
      HOLDING COMPANY, INC.

            
	 	 
	 	 
	 	      
              By: 
      __________________________________

              Name:

              Title:

            


    

    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    SCHEDULE
1