EXHIBIT 4.2
[G&P LETTERHEAD]
August 30, 2004
Xx. Xxxxxxx Xxxxxxxx
Scores Holding Company, Inc.
000-000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Re: Modified Retainer Agreement
Dear Xx. Xxxxxxxx:
Please accept this letter as confirmation that Scores Holding Company,
Inc. (the "Company"), has agreed to modify the retainer agreement dated June 7,
2000 (the "Retainer"), between the Company and Gottbetter & Partners, LLP.
("G&P"), effective August 30, 2004. The modification, which we understand was
approved by the Company's Board of Directors, is for the Company to pay part of
its outstanding bill for legal services with shares of the Company's common
stock, $.001 par value.
We understand that part of the outstanding bill will be satisfied by the
issuance of 300,000 shares valued at $25,000. The board of directors has
approved the filing of a registration on Form S-8 for these 300,000 shares. The
legal services for which these shares are being registered and subsequently
issued to Xxxx X. Xxxxxxxxxx, a partner in G&P, did not include any services in
connection with the offer or sale of securities in a capital raising
transaction, and did not directly or indirectly promote or maintain a market for
the Company's securities.
Please note that this letter may be filed as an exhibit to the Form S-8.
In order to effectuate the modification of the Retainer, please sign this letter
and return it to my office. If you have any questions, please call me.
Sincerely,
GOTTBETTER & PARTNERS, LLP
/s/ Xxxxxxxxxx & Partners, LLP
ACCEPTED AND AGREED:
SCORES HOLDING COMPANY, INC.
By: /s/ Xxxxxxx Xxxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxxx
Title: President
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