Exhibit 10.4





Exhibit 10.4




BILL OF SALE. ASSIGNMENT AND INDEMNIFICATION AGREEMENT




	 	 	 	 	 
	STATE OF TEXAS

	 	§	 	 
	 

	 	§
	 	KNOW ALL PERSONS BY THESE PRESENTS:
	COUNTY OF DALLAS

	 	§	 	 






This
BILL OF SALE, ASSIGNMENT AND INDEMNIFICATION AGREEMENT (the
“Agreement”) is entered into
to be effective the 5th day of June, 2009, by and between REGENT ENTERTAINMENT MEDIA
INC., a Delaware Corporation
(“Assignor”), whose address is 10990 Wilshire Blvd, Penthouse Floor,
Los Angeles, California 90024, and STEPHEN P. JARCHOW, an individual, and PAUL COLICHMAN, an
individual (hereinafter collectively referred to as the
“Assignee”), whose respective addresses
are 8411 Preston Road, Suite 740, Dallas, Texas 75225 and 10990 Wilshire Blvd, Penthouse Floor,
Los Angeles, CA 90024.



For the sum of One Million Four Hundred Forty Thousand Dollars ($1,440,000.00) from STEPHEN
P. JARCHOW and the sum of Nine Hundred Sixty Thousand Dollars ($960,000.00) from PAUL COLICHMAN,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:




1. Assignor hereby sells, transfers, assigns and conveys to Assignee all right, title and
interest of Assignor in and to those certain accounts receivable derived from the “insertion
orders” related thereto which are itemized and described in Exhibit “A” attached hereto and
made a part hereof (the “Assigned Accounts”).



TO HAVE AND TO HOLD the Assigned Accounts unto Assignee, its successors and assigns, forever,
and Assignor does hereby bind itself and its successors and assigns, to WARRANT and FOREVER DEFEND
, all and singular, title to the Assigned Accounts unto the
Assignee, its successors and assigns,
against every person whomsoever lawfully claiming or to claim the same, or any party thereof. Said
assignment is made with full right of recourse by Assignor against Assignee.



2. Assignor covenants, warrants and represents that: (a) Exhibit “A” sets forth as of
the date hereof all of the Assigned Accounts which are being assigned to Assignee; (b) that
Assignor is the owner of all of the Assigned Accounts; (c) the amounts stated in Exhibit
“A” are the amounts due and owing on each of the said Assigned Accounts as of the date of this
Agreement; and (d) that no Assigned Account has been prepaid to Assignor or any other party or fund
and that the amounts stated in Exhibit “A” are the outstanding amounts still left due and
owing to Assignor and which is being assigned to Assignee.



3. Assignor hereby agrees to discharge, in accordance with the terms thereof, any and all of
the obligations under the Assigned Accounts both prior to and after
the date hereof. Assignor agrees
to indemnify, save and hold harmless Assignee from any cost, liability, damage or expense
(including attorney’s fees) arising out of or relating to Assignor’s failure to perform any of the
obligations arising from the and accruing on or after the date hereof.



			
	 	 	 
	BILL OF SALE, ASSIGNMENT AND INDEMNIFICATION AGREEMENT
	 	Page 1







 


 









 







4. Assignor hereby agrees to perform, execute and/or deliver or cause to be performed,
executed and/or delivered any and all such further acts and assurances as Assignee may reasonably
require to perfect Assignee’s interest in the Assigned Accounts hereby assigned.



5. Assignor understands and agrees the Assigned Accounts are paid through a lockbox account
and US Bank which is controlled by Assignee under account number 153460756502 entitled, “Liberation
Productions International Operating Account.” Said Assigned Accounts will continue to be paid in
the same manner and Assignee shall be repaid promptly from said account at Assignee’s direction
and ratably between the Assignees at the rate of sixty percent (60%) to STEPHEN P. JARCHOW and
forty percent (40%) to PAUL COLICHMAN.



6. This Bill of Sale, Assignment and Indemnification Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which shall
constitute
one and the same instrument.



IN WITNESS WHEREOF, the parties have executed this Bill of Sale, Assignment and
Indemnification Agreement as of the date first above written.



	 	 	 	 	 
	 	 	ASSIGNOR:
	 
	 	 	 	 
	 	 	REGENT ENTERTAINMENT MEDIA INC., 
a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul Colichman
	 

	 	 	 	 
	 

	 	 	 	Paul Colichman, President






ASSIGNEE:




	 	 	 
	/s/ Paul Colichman

	 	/s/ Stephen P. Jarchow
	 

	 	 
	Paul Colichman

	 	Stephen P. Jarchow






			
	 	 	 
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	THE STATE OF CALIFORNIA

	 	§	 	 
	 

	 	§	 	 
	COUNTY OF LOS ANGELES

	 	§	 	 






On this the 8th day of June, 2009, before me the undersigned notary public in and for the State
of California personally appeared PAUL COLICHMAN who proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same individually and that by his signature on the instrument the
person, and the entity upon behalf of which the person acted, executed the instrument.



	 	 	 	 	 
	 	 	Helene Nielsen Beal
	 	 	 
		 	Notary Public in and for the State of California
	 	Printed Name of Notary:	 	Helene Nielsen Beal
	 	My Commission Expires:	 	Oct. 8, 2009
	 

	 	 	 	 






	 	 	 	 	 
	 

	 	 	 	 
	THE STATE OF TEXAS

	 	§	 	 
	 

	 	§	 	 
	COUNTY OF DALLAS

	 	§	 	 






This instrument was acknowledged before me on the 5th day of June, 2009, by STEPHEN P.
JARCHOW.



	 	 	 	 	 
	 	 	Mary M. Garcia
	 	 	 
		 	Notary Public in and for the State of Texas
	 	Printed Name of Notary:	 	Mary M. Garcia
	 	My Commission Expires:	 	April 1, 2012






			
	 	 	 
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