EXHIBIT 10.5
AMENDMENT TO
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
THIS AMENDMENT TO INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (the
"Amendment") is made as of March 31, 2003 by and among Scores Holding Company,
Inc., a Utah corporation ("Issuer"), Scores Licensing Corp., a Delaware
corporation ("SLC") and Scores Entertainment, Inc., a _______ corporation
("Assignor"), under which Issuer, SLC and Assignor shall amend that certain
Intellectual Property Assignment Agreement (the "Assignment Agreement") dated as
of July 1, 2002. Each of Issuer, SLC and Assignor is individually referred to as
a "Party" and collectively referred to herein as the "Parties". Certain other
terms are used herein as defined in the Assignment Agreement or elsewhere in
this Agreement.
The Parties hereto agree as follows:
1. Termination of Diamond Dollars Program. Effective as of the date of this
Amendment, the Diamond Dollars program and system, as defined in the Assignment
Agreement, shall be treated as being terminated and of no further force or
effect by the Parties in accordance with the following:
(a) Assignor shall retain and hold the Assignor Shares and the Warrant
that were transferred to Assignor by Issuer pursuant to the Assignment
Agreement, and Assignor's rights in and to the Assignor Shares and the
Warrant shall not be affected in any manner by this Amendment; and
(b) Issuer's obligation to pay to Assignor an amount equal to twenty-five
percent (25%) of all of the revenues generated from sales or use of
the Diamond Dollar Rights at the Scores Showroom shall terminate
effective with the close of business on March 31, 2003.
2. Sublicense Agreement. Effective with the opening of business on April 1,
2003, Assignor and Entertainment Management Systems, Inc. ("EMS") shall enter
into and perform that certain Sublicense Agreement of even date herewith annexed
hereto as exhibit A (the "Sublicense').
3. General. Except as herein specifically provided, the Sublicense shall
control the relationship among the Parties and EMS effective as of April 1,
2003.
[Signatures on following page]
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IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto
as of the day and year first written above.
Scores Holding Company, Inc.
By:_________________________
Name:_______________________
Title:______________________
Scores Licensing, Inc.
By:_________________________
Name:_______________________
Title:______________________
Scores Entertainment, Inc.
By:_________________________
Name:_______________________
Title:______________________
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