AGREEMENT

    


    THIS
CANCELLATION AGREEMENT (this “Agreement”), dated as
of January 27, 2009, is entered into by Entertainment Management Services, Inc.,
having its principal office at 533-535 West 27th Street,
New York, New York 10001 (“EMS”),  and Scores Holding Company, Inc.,
having its principal office at 533-535 West 27th Street,
New York, New York 10001 (“SCRH”).

    


     

    WHEREAS, EMS and SCRH are
parties to the Amended and Restated Master License Agreement (the “MLA”) by and
between EMS and SCRH.

     

    WHEREAS, both parties desire
to cancel and rescind the MLA and to mutually release each other from any and
all obligations past, present and future to each other.

     

    NOW, THEREFORE, in
consideration of the mutual benefits to be derived from this Agreement and of
the representations, warranties, conditions, agreements and promises contained
herein and other good and valuable consideration, the parties agree as
follows:

    


    
      	
              1.  

            	
              CANCELLATION
      OF MLA.

            


    

    Effective
on the date hereof, the MLA is hereby cancelled and rescinded in its entirety,
and the obligations of each Party to the other Party shall be
terminated.  The parties hereby cancel and terminate the
MLA.

    


    
      	
              2.  

            	
              MUTUAL
      RELEASE.

            


    

    Each
Party hereby releases and forever discharge the other Party and their
predecessors, successors, subsidiaries, affiliates, officers, directors,
employees, attorneys, insurers, agents, representatives and assigns, past,
present or future, from any and all claims, losses, liabilities, obligations,
suits, debts, liens, contracts, agreements, promises, demands and damages, of
any nature whatsoever, known or unknown, suspected or unsuspected, fixed or
contingent, that each party ever had, now have, or hereafter may have, related
to or arising out of the MLA.

     

    
      	
              3.  

            	
              REPRESENTATIONS
      AND WARRANTIES OF SCRH.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCRH
represents and warrants to EMS:

     

    
      	
              a.  

            	
              Organization, Standing
      and Power.  SCRH is a company duly organized, validly
      existing and in good standing under the laws of the State of Utah and
      has all requisite corporate power and authority to own, lease and operate
      its properties and to carry on its business as now being
      conducted.

            


    

     

    
      	
              b.  

            	
              Authority; Binding
      Agreements.  The execution and delivery of this Agreement
      and the consummation of the transactions contemplated hereby have been
      duly and validly authorized by all necessary corporate action of SCRH.
      SCRH has all requisite corporate power and authority to enter into this
      Agreement and to consummate the transactions contemplated
      hereby.  This Agreement has been duly executed and delivered by
      SCRH and is a valid, legal and binding obligation of SCRH enforceable in
      accordance with its terms.

            


    

     

    
      	
              c.  

            	
              Conflicts;
      Consents.  Neither the execution, delivery or performance
      of this Agreement nor the consummation of the transactions contemplated
      hereby or thereby nor compliance by SCRH with any of the provisions hereof
      or thereof will (i) conflict with or result in a breach of the certificate
      of incorporation, by-laws, shareholders’ agreement or other constituent
      documents of SCRH, (ii) conflict with or result in a breach or default (or
      give rise to any right of termination, cancellation or acceleration) under
      any provision of any contract or agreement of any kind to which SCRH is a
      party or by which SCRH is bound, (iii) violate any law, regulation,
      permit, authorization, order or decree applicable to SCRH or (iv) require
      any consent or approval by, or any notification of, or filing with, any
      Person (governmental or private), except in the case of subclauses (ii) or
      (iii) immediately preceding, those conflicts, breaches, defaults, or
      violations which, individually or in the aggregate, would not have a
      material adverse effect on the ability of SCRH to consummate the
      transactions contemplated by this
Agreement.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              4.  

            	
              REPRESENTATIONS
      AND WARRANTIES OF EMS.

            


    

     

    EMS
represents and warrants to SCRH as follows:

     

    
      	
              a.  

            	
              Organization, Standing
      and Power.  EMS is a company duly organized, validly
      existing and in good standing under the laws of the State of New York and
      has all requisite corporate power and authority to own, lease and operate
      its properties and to carry on its business as now being
      conducted.

            


    

     

    
      	
              b.  

            	
              Authority; Binding
      Agreements.  The execution and delivery of this Agreement
      and the consummation of the transactions contemplated hereby have been
      duly and validly authorized by all necessary corporate action of EMS. EMS
      has all requisite corporate power and authority to enter into this
      Agreement and to consummate the transactions contemplated
      hereby.  This Agreement has been duly executed and delivered by
      EMS and is a valid, legal and binding obligation of EMS enforceable in
      accordance with its terms.

            


    

     

    
      	
              c.  

            	
              Conflicts;
      Consents.  Neither the execution, delivery or performance
      of this Agreement nor the consummation of the transactions contemplated
      hereby or thereby nor compliance by EMS with any of the provisions hereof
      or thereof will (i) conflict with or result in a breach of the certificate
      of incorporation, by-laws, shareholders’ agreement or other constituent
      documents of EMS, (ii) conflict with or result in a breach or default (or
      give rise to any right of termination, cancellation or acceleration) under
      any provision of any contract or agreement of any kind to which EMS is a
      party or by which EMS is bound, (iii) violate any law, regulation, permit,
      authorization, order or decree applicable to EMS or (iv) require any
      consent or approval by, or any notification of, or filing with, any Person
      (governmental or private), except in the case of subclauses (ii) or (iii)
      immediately preceding, those conflicts, breaches, defaults, or violations
      which, individually or in the aggregate, would not have a material adverse
      effect on the ability of EMS to consummate the transactions contemplated
      by this Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              5.  

            	
              MISCELLANEOUS

            


    

    


    
      	
              a.  

            	
              Entire
      Agreement.  This Agreement and the schedules and exhibits
      contain the entire agreement among the parties with respect to the
      transactions contemplated by this Agreement and supersede all prior
      agreements or understandings among the
parties.

            


    

    
      	
              b.  

            	
              Descriptive Headings;
      Certain
Interpretations.  

            


    

    
      	
              1.  

            	
              Descriptive
      headings are for convenience only and shall not control or affect the
      meaning or construction of any provision of this
  Agreement.

            


    

    
      	
              2.  

            	
              Whenever
      any party makes any representation, warranty or other statement to such
      party’s knowledge, such party will be deemed to have made due inquiry into
      the subject matter of such representation, warranty or other
      statement.

            


    

    
      	
              3.  

            	
              All
      references to the singular include the plural and the plural includes the
      singular as the context may
require.

            


    

    
      	
              c.  

            	
              Notices.  All
      notices, requests and other communications to any party hereunder shall be
      in writing and sufficient if delivered personally, by facsimile
      transmission, sent by U.S. express mail, or a nationally recognized
      overnight courier services (e.g. Federal Express) or sent by registered or
      U.S. certified mail, postage prepaid, return receipt requested, addressed
      as follows: (i) if to EMS to EMS’s address listed in the preamble, Attn:
      Richard Goldring, Facsimile: (212) 868-4414; with a copy simultaneously by
      like means to: Steven Gutstein, Esq., 230 Park Avenue, Suite 422, New
      York, New York 10169, Facsimile: 212-922-1986; and (ii) if to SCRH, to
      SCRH’s address listed the preamble, Attn: Curtis Smith; or to such other
      address or facsimile number as the party to whom notice is to be given may
      have furnished to the other parties in writing in accordance
      herewith.  Each such notice, request or communication shall be
      effective when given if delivered by hand or by facsimile transmission, or
      the next business day after being given if delivered by a nationally
      recognized overnight courier service or by U.S. express mail, or with
      respect to all other forms of delivery, when actually delivered at the
      address specified in this Section or on the fifth Business Day following
      the date on which such communication is posted, whichever occurs
      first.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              d.  

            	
              Counterparts.  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.

            


    

    
      	
              e.  

            	
              Amendments and
      Waivers.  No modification, amendment or waiver, of any
      provision of, or consent required by, this Agreement, nor any consent to
      any departure here from, shall be effective unless it is in writing and
      signed by the parties hereto.  Such modification, amendment,
      waiver or consent shall be effective only in the specific instance and for
      the purpose for which given.

            


    

    
      	
              f.  

            	
              Assignment.  This
      Agreement and the rights and obligations hereunder shall not be assignable
      or transferable by either party without the prior written consent of the
      other party. Any purported assignment not permitted by this section shall
      be void.

            


    

    
      	
              g.  

            	
              Governing
      Law.  This Agreement shall be governed by and construed
      in accordance with the laws of the State of New York, without regard to
      conflict of laws principles.  All of the parties hereto
      irrevocably consent to the exclusive jurisdiction and venue of the federal
      and state courts located in the State of New York, County of New York, and
      all of the parties hereto irrevocably waive the right to a jury
      trial.

            


    

    
      	
              h.  

            	
              Legal
      Invalidity.  If any part or provision of this Agreement
      is or shall be deemed violative of any applicable laws, rules or
      regulations, such legal invalidity shall not void the Agreement or affect
      the remaining terms and provisions of this Agreement, and the Agreement
      shall be construed and interpreted to comport with all such laws, rules or
      regulations to the maximum extent
possible.

            


    

    


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    IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
and delivered as of the day and year first above written.

     

    
    

     

    
      	 	
              ENTERTAINMENT
      MANAGEMENT 

              SERVICES,
      INC.

            
	 	 
	 	      
              By:     
      ______________________________

            
	 	      
              Name:
      ______________________________

            
	 	      
              Title:  
      ______________________________

            
	 	 
	 	 
	 	      
              By:  
         ______________________________

            
	 	      
              Name:
      ______________________________

            
	 	      
              Title:  
      ______________________________

            
	 	 
	 	 
	 	      
              SCORES
      HOLDING COMPANY, INC.

            
	 	 
	 	      
              By:     
      ______________________________

            
	 	      
              Name:
      ______________________________

            
	 	      
              Title:  
      ______________________________

            
	 	 
	 	      
              [ACKNOWLEDGED
      AND AGREED TO AS

              APPLICABLE]

            
	 	 
	 	      
              ENTERTAINMENT
      MANAGEMENT 

              ERVICES,
      INC.

            
	 	 
	 	      
              By:     
      ______________________________

            
	 	      
              Name:
      ______________________________

            
	 	      
              Title:  
      ______________________________

            
	 	 
	 	      
              By:     
      ______________________________

            
	 	      
              Name:
      ______________________________

            
	 	      
              Title:  
      ______________________________