INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (the "Agreement") is made as of July 1,
2002 by and among Scores Holding Company, Inc., a Utah corporation ("Issuer"), Scores Licensing Corp., a
Delaware corporation ("SLC") and Scores Entertainment, Inc., a New York corporation ("Assignor"), under
which Issuer shall issue to Assignor seven hundred thousand (700,000) shares of its authorized and unissued
common stock (the "Assignor Shares") and a Warrant to Purchase (the "Warrant") three hundred fifty thousand
(350,000) shares of its common stock, and the Assignor shall transfer to SLC the intellectual property rights
described in this Agreement. 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 below in Article I or
elsewhere in this Agreement.
This Agreement sets forth the terms and conditions under which Issuer shall issue the Assignor Shares and the
Warrant to Assignor, and Assignor shall transfer the intellectual property rights to SLC.
NOW, THEREFORE, in consideration of the respective covenants contained herein and intending to be legally
bound hereby, the Parties hereto agree as follows:
For convenience, certain terms used in more than one part of this Agreement are listed in alphabetical order and
defined or referred to below (such terms as well as any other terms defined elsewhere in this Agreement shall be
equally applicable to both the singular and plural forms of the terms defined).
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls or is controlled
by or under common control with such Person. For the purposes of this definition, "control" when used with
respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of such Person, wh