Exhibit 10.2





Exhibit 10.2




	 
	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 12th day of May, 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 Four Hundred Eighty Thousand Dollars ($480,000.00) from STEPHEN P. JARCHOW and
the sum of Three Hundred Twenty Thousand Dollars ($320,000.00) 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 Assignee back against Assignor.



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 warrants and represents that all of the duties and obligations under the
Assigned Accounts have been fulfilled by Assignor and that the only obligation remaining is
the payment by the various third parties of the balance due and owing under the Assigned Accounts.
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 under the terms of the Assigned Accounts.




			
	 	 	 
	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
 

Paul Colichman

	 	/s/ Stephen P. Jarchow 

Stephen P. Jarchow
	 	 






			
	 	 	 
	BILL OF SALE, ASSIGNMENT AND INDEMNIFICATION AGREEMENT
	 	Page 2






 


 









 






CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT




	 
	State of California

	County of Los Angeles







	 	 	 	 	 	 	 
	On

	 	May 11, 2009
	 	before me,
	 	Helene Nielsen Beal
	 

	 	 
	 	 	 	 
	 

	 	Date
	 	 	 	Here Insert Name and Title of officer






	 	 	 
	personally appeared

	 	PAUL COLICHMAN
	 

	 	 
	 

	 	Name(s) of Signer(s)






	 	 	 
	







	 	who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.


I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph
is true and correct.


WITNESS my hand and official seal.






	 	 	 	 	 
	 

	 	Signature
	 	Helene Nielsen Beal
	 

	 	 	 	 
	Place Notary Seal Above

	 	 	 	Signature of Notary Public






                                                                 OPTIONAL
                                                                




Though the information below is not required by law, it may prove valuable to

persons relying on the document and could prevent fraudulent removal and

reattachment of this form to another document.




Description of Attached Document




	 	 	 
	Title or Type of Document:

	 	BILL OF SALE, ASSIGNMENT AND INDEMNIFICATION AGREEMENT BETWEEN REGENT
ENTERTAINMENT MEDIA, PAUL COLICHMAN AND STEPHEN P. JARCHOW






	 	 	 
	Document Date: May 12, 2009

	 	Number of Pages: 2






Signer(s) Other Than Named Above: Stephen P. Jarchow




Capacity(ies) Claimed by Signer(s)




	 	 	 	 	 	 	 
	Signer’s Name: PAUL COLICHMAN

	 	Signer’s Name:                           	 	 
	þ Individual

	 	 	 	o Individual	 	 
	o Corporate Officer — Title(s):

	 	 	o Corporate Officer — Title(s):	 
	o Partner — o Limited o General

	RIGHT THUMBPRINT OF SIGNER
	 	o Partner — o Limited o General
	RIGHT THUMBPRINT OF SIGNER
	o Attorney in Fact

	 	Top of thumb here
	 	o Attorney in Fact
	 	Top of thumb here
	o Trustee

	 	 	 	o Trustee	 	 
	o Guardian or Conservator

	 	 	 	o Guardian or Conservator	 	 
	o Other:                                 

	 	 	 	o Other:                                 	 	 
	 
	 	 	 	 	 	 
	 


	 	 
	 	 

	 	 
	Signer Is Representing:                     

	 	 	 	Signer Is Representing:                     	 	 
	 
	 	 	 	 	 	 
	 


	 	 
	 	 

	 	 
	 


	 	 
	 	 

	 	 






©
2007 National Notary Association
• 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Recorder: Call Toll Free 1-800-876-6827





 


 











 




	 	 	 
	THE STATE OF CALIFORNIA

	 	§
	 

	 	§
	COUNTY OF LOS ANGELES

	 	§






This instrument was acknowledged before me on the                      day of May, 2009, by PAUL
COLICHMAN, President of REGENT ENTERTAINMENT MEDIA INC., a Delaware corporation, on behalf of said
corporation.



	 	 	 
	 

	 	 
	 

	 	Notary Public in and for the State of California
	 

	 	Printed Name of Notary:   
                   
                     

	 

	 	My Commission Expires:       
      
               
                 







	 	 	 
	THE STATE OF CALIFORNIA

	 	§
	 

	 	§
	COUNTY OF LOS ANGELES

	 	§






This instrument was acknowledged before me on the                      day of May, 2009, by PAUL COLICHMAN.



	 	 	 
	 

	 	 
	 

	 	Notary Public in and for the State of California
	 

	 	Printed Name of Notary:     
                
               
          
	 

	 	My Commission Expires:         
                    
                   






	 	 	 
	THE STATE OF COUNTY OF TEXAS

	 	§
	 

	 	§
	COUNTY OF DALLAS

	 	§






This instrument was acknowledged before me on the 11 day of May, 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