EXHIBIT 4.1

                               ADVISORY Agreement

      Agreement  (the  "Agreement")  dated as of  September 8, 2004 by and among
Scores Holding Company Inc. (the "Company") and Monte Weiner (the "Advisor").

                              W I T N E S S E T H:

      WHEREAS,  the Company  and the Advisor  entered  into an  Agreement  dated
February 27, 2004 that provided for  compensation  to the Advisor for the ninety
(90) days prior to the date of that Agreement; and

      WHEREAS, the Company and the Advisor entered into an Agreement dated March
19, 2004 that provided for further compensation to the Advisor; and

      WHEREAS,  the Company and the Advisor entered into an Agreement dated June
25, 2004 that provided for further compensation to the Advisor; and

      WHEREAS,  the  Company  desires to  compensate  the  Advisor  for  further
performance and the Advisor desires to be compensated by the Company pursuant to
the terms and conditions hereinafter set forth:

            NOW,  THEREFORE,  in  consideration  of the foregoing and the mutual
promises and covenants herein contained, it is hereby agreed as follows:

            SECTION 1. Retention.  (a) The Company hereby retains the Advisor on
a  non-exclusive  basis to perform the services set forth in paragraph (b) below
during  the one (1) year  period  following  execution  of this  Agreement  (the
"Term"),  commencing  on the date hereof,  and the Advisor  hereby  accepts such
retention  and shall  perform  for the  Company  the  duties  described  herein,
faithfully  and to the best of its ability.  During the Term,  the Advisor shall
report  directly to the President of the Company or such other senior officer of
the Company as shall be designated by the President of the Company.

            (b) The Advisor shall serve as a business advisor to the Company and
render such advice and services to the Company as may be reasonably requested by
the  Company  including,  without  limitation,  strategic  planning,  merger and
acquisition possibilities and business development activities including, without
limitation, the following:

                  (i)  study  and  review  of  the  business,   operations,  and
historical  financial  performance  of  the  Company  (based  upon  management's
forecast of financial performance) so as to enable the Advisor to provide advice
to the Company;

                  (ii) assist the Company in  attempting  to formulate  the best
strategy to meet the Company's working capital and capital resource needs;

                  (iii) assist in the  formulation of the terms and structure of
any reasonable proposed business combination  transaction involving the Company;

                  (iv) assist in the  presentation  to the Board of Directors of
the Company of any proposed transaction.


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            SECTION 2. Compensation.  (a) The Company shall pay to the Advisor a
fee of Twenty-Two Thousand Seven Hundred Fifty Dollars  ($22,750.00)  payable in
500,000  shares of the  Company's  common stock (the "Common  Stock") at a price
that is 65% of the stock's closing price on the date of this Agreement  ($0.0455
per share based on closing price of $0.07), and which shares shall be registered
with  the  Securities  &  Exchange  Commission  on  Form  S-8.  The  fee  is  in
consideration of performance  under this Agreement.  The Company and the Advisor
agree  to meet  from  time-to-time  to  discuss  further  compensation  based on
performance.

            SECTION 3. Confidential Information.  The Advisor agrees that during
and after the Term, it will keep in strictest confidence,  and will not disclose
or make  accessible  to any other  person  without  the  written  consent of the
Company, the Company's products, services and technology, both current and under
development,  promotion and marketing  programs,  lists, trade secrets and other
confidential and proprietary  business  information of the Company or any of its
clients and third parties including, without limitation, Proprietary Information
(as  defined in Section 7) (all of the  foregoing  is  referred to herein as the
"Confidential  Information").  The  Advisor  agrees  (a)  not  to use  any  such
Confidential  Information  for  himself or others;  and (b) not to take any such
material or  reproductions  thereof from the  Company's  facilities  at any time
during the Term  except,  in each  case,  as  required  in  connection  with the
Advisor's duties hereunder.

            Notwithstanding the foregoing, the parties agree that the Advisor is
free to use (a)  information in the public domain not as a result of a breach of
this Agreement, (b) information lawfully received form a third party who had the
right to disclose such information and (c) the Advisor's own independent  skill,
knowledge,  know-how and  experience  to whatever  extent and in whatever way he
wishes, in each case consistent with his obligations as the Advisor and that, at
all times, the Advisor is free to conduct any research relating to the Company's
business.

            SECTION 4. Ownership of Proprietary Information.  The Advisor agrees
that all  information  that has been  created,  discovered  or  developed by the
Company,  its  subsidiaries,  affiliates,  licensors,  licensees,  successors or
assigns  (collectively,   the  "Affiliates")  (including,   without  limitation,
information  relating to the  development  of the  Company's  business  created,
discovered,  developed by the Company or any of its affiliates  during the Term,
and information relating to the Company's customers,  suppliers,  advisors,  and
licensees)  and/or in which  property  rights have been  assigned  or  otherwise
conveyed to the  Company or the  Affiliates,  shall be the sole  property of the
Company or the Affiliates, as applicable,  and the Company or the Affiliates, as
the case may be,  shall be the sole owner of all patents,  copyrights  and other
rights in connection  therewith,  including without limitation the right to make
application  for statutory  protection.  All the  aforementioned  information is
hereinafter called  "Proprietary  Information." By way of illustration,  but not
limitation,   Proprietary   Information   includes  trade  secrets,   processes,
discoveries,  structures,  inventions,  designs,  ideas,  works  of  authorship,
copyrightable works, trademarks, copyrights, formulas, improvements, inventions,
product concepts,  techniques,  marketing plans, merger and acquisition targets,
strategies,  forecasts, blueprints, sketches, records, notes, devices, drawings,
customer    lists,    patent    applications,     continuation     applications,
continuation-in-part  applications,  file wrapper continuation  applications and
divisional  applications  and information  about the Company's  Affiliates,  its
employees and/or advisors (including,  without limitation, the compensation, job
responsibility and job performance of such employees and/or advisors).


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            All   original   content,   proprietary   information,   trademarks,
copyrights,  patents or other intellectual  property created by the Advisor that
does not include any specific information relative to the Company's  proprietary
information, shall be the sole and exclusive property of the Advisor.

            SECTION  5.   Indemnification.   The  Company  represents  that  all
materials provided or to be provided to the Advisor or any third party regarding
the  Company's  financial  affairs or  operations  are and shall be truthful and
accurate  and in  compliance  with  any and all  applicable  federal  and  state
securities  laws.  The Company agrees to indemnify and hold harmless the Advisor
and its  advisors,  professionals  and  affiliates,  the  respective  directors,
officers,  partners,  members,  managers,  agents and  employees  and each other
person,  if any,  controlling  the Advisor or any of its  affiliates to the full
extent lawful,  from and against all losses,  claims,  damages,  liabilities and
expenses   incurred  by  them   (including   reasonable   attorneys'   fees  and
disbursements)  that result from actions taken or omitted to be taken (including
any untrue  statements made or any statement omitted to be made) by the Company,
its agents or  employees  which  relate to the scope of this  Agreement  and the
performance of the services by the Advisor contemplated  hereunder.  The Advisor
will  jointly and  severally  indemnify  and hold  harmless  the Company and the
respective directors,  officers, agents, affiliates and employees of the Company
from and against all losses,  claims  damages,  liabilities  and  expenses  that
result from bad faith,  gross negligence or unauthorized  representations of the
Advisor. Each person or entity seeking indemnification  hereunder shall promptly
notify the Company, or the Advisor, as applicable, of any loss, claim, damage or
expense for which the Company or the Advisor,  as applicable,  may become liable
pursuant to this Section 8. No party shall pay, settle or acknowledge  liability
under any such claim  without  consent of the party liable for  indemnification,
and shall  permit the  Company  or the  Advisor,  as  applicable,  a  reasonable
opportunity  to cure any underlying  problem or to mitigate  actual or potential
damages. The scope of this  indemnification  between the Advisor and the Company
shall be limited to, and pertain only to certain  transactions  contemplated  or
entered into pursuant to this Agreement.

            The  Company  or  the  Advisor,   as  applicable,   shall  have  the
opportunity to defend any claim for which it may be liable  hereunder,  provided
it notifies the party  claiming the right to  indemnification  in writing within
fifteen (15) days of notice of the claim.

            The rights stated pursuant to this Section 8 shall be in addition to
any rights  that the  Advisor,  the  Company,  or any other  person  entitled to
indemnification may have in common law or otherwise,  including, but not limited
to, any right to contribution.


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            SECTION 6.  Notices.  Any notice or other  communication  under this
Agreement  shall be in writing and shall be deemed to have been duly given:  (a)
upon facsimile  transmission (with written transmission  confirmation report) at
the number  designated  below;  (b) when delivered  personally  against  receipt
therefore;  (c) one day after being sent by Federal Express or similar overnight
delivery;  or (d) five (5)  business  days  after  being  mailed  registered  or
certified mail, postage prepaid.  The addresses for such communications shall be
as set forth  below or to such  other  address  as a party  shall give by notice
hereunder to the other party to this Agreement.

                  If to the Company:                 Scores Holding Company Inc.
                                                     533-535 W. 27th Street
                                                     New York, NY 10001
                                                     Attn:  Richard Goldring
                                                     Tel:  (212) 868-4900
                                                     Fax:  (212) 868-4414

                  If to the Advisor:                 Monte Weiner
                                                     909 10th Street South
                                                     #205
                                                     Naples, Florida 34102
                                                     (239) 262-6095

            SECTION 7. Status of Advisor.  The Advisor  shall be deemed to be an
independent  contractor and, except as expressly  provided or authorized in this
Agreement,  shall have no  authority  to act for on behalf of or  represent  the
Company. This Agreement does not create a partnership or joint venture.

            SECTION 8. Other Activities of Advisor.  The Company recognizes that
the  Advisor now renders and may  continue to render  financial  consulting  and
other  investment  banking  services  to other  companies,  which may or may not
conduct  business and  activities  similar to those of the Company.  The Advisor
shall not be required to devote its full time and  attention to the  performance
of its duties  under this  Agreement,  but shall devote only so much of its time
and attention as it deems reasonable or necessary for such purposes.

            SECTION 9.  Successors  and Assigns.  This  Agreement and all of the
provisions  hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. This Agreement and
any of the rights,  interests or  obligations  hereunder  may be assigned by the
Advisor without the prior written consent of the Company. This Agreement and any
of the rights,  interests or  obligations  hereunder  may not be assigned by the
Company  without the prior written  consent of the Advisor,  which consent shall
not be unreasonably withheld.

            SECTION 10.  Severability  of  Provisions.  If any provision of this
Agreement shall be declared by a court of competent  jurisdiction to be invalid,
illegal  or  incapable  of being  enforced  in whole or in part,  the  remaining
conditions and provisions or portions thereof shall nevertheless  remain in full
force and  effect  and  enforceable  to the  extent  they are  valid,  legal and
enforceable,  and no provision shall be deemed dependent upon any other covenant
or provision unless so expressed herein.

            SECTION 11. Entire Agreement;  Modification.  This Agreement and the
schedules  hereto contains the entire  agreement of the parties  relating to the
subject  matter  hereof,  and  the  parties  hereto  and  thereto  have  made no
agreements, representations or warranties relating to the subject matter of this
Agreement  which are not set forth herein.  No amendment or modification of this
Agreement  shall be valid  unless  made in  writing  and  signed  by each of the
parties hereto.


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            SECTION 12. Non-Waiver.  The failure of any party to insist upon the
strict  performance  of any of the  terms,  conditions  and  provisions  of this
Agreement  shall  not be  construed  as a waiver  or  relinquishment  of  future
compliance therewith,  and said terms, conditions and provisions shall remain in
full force and effect.  No waiver of any term or condition of this  Agreement on
the part of any party shall be effective for any purpose  whatsoever unless such
waiver is in writing and signed by such party.

            SECTION 13.  Governing Law. The parties hereto  acknowledge that the
transactions  contemplated  by this Agreement bear a reasonable  relation to the
state of New York.  This  Agreement  shall be  governed  by, and  construed  and
interpreted  in  accordance  with,  the  internal  laws of the state of New York
without  regard to such state's  principles  of  conflicts of laws.  The parties
irrevocably and  unconditionally  agree that the exclusive place of jurisdiction
for any action, suit or proceeding  ("Actions") relating to this Agreement shall
be in the state  and/or  federal  courts  situate in the county and state of New
York.  Each party  irrevocably and  unconditionally  waives any objection it may
have to the venue of any Action brought in such courts or to the  convenience of
the forum.  Final  judgment in any such Action  shall be  conclusive  and may be
enforced in other  jurisdictions  by suit on the  judgment,  a certified or true
copy of which  shall be  conclusive  evidence  of the fact and the amount of any
indebtedness or liability of any party therein described.  Service of process in
any  Action  by any  party  may be made by  serving  a copy of the  summons  and
complaint,  in addition to any other relevant documents, by commercial overnight
courier to any other party at their address set forth in this Agreement.

            SECTION 14. Headings.  The headings of the Sections are inserted for
convenience  of reference only and shall not affect any  interpretation  of this
Agreement.

            SECTION  15.  Counterparts.   This  Agreement  may  be  executed  in
counterpart  signatures,  each of which shall be deemed an original,  but all of
which,  when taken together,  shall constitute one and the same  instrument,  it
being  understood that both parties need not sign the same  counterpart.  In the
event that any signature is delivered by facsimile transmission,  such signature
shall create a valid and binding  obligation of the party executing (or on whose
behalf such signature is executed) the same with the same force and effect as if
such facsimile signature page were an original thereof.

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

                                                 SCORES HOLDING COMPANY INC.

                                                 By: /s/ Richard Goldring
                                                     ---------------------------
                                                     Richard Goldring, President

                                                 Mr. Monte Weiner

                                                 /s/ Monte Weiner
                                                 ----------------


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