Marketing Services Compensation Agreement - Scores Holding Co. Inc. and 3rd Millennium Management LLC
MARKETING SERVICES COMPENSATION AGREEMENT
This Marketing Services Compensation Agreement (the "Agreement") is
dated as of October 1, 2002 by and between Scores Holding Company Inc., a Utah
Corporation with offices at 150 East 58th Street, New York, New York 10002
("SCOH") and 3rd Millennium Management LLC, a limited liability corporation with
offices at 30 Two Bridge Road, Fairfield, New Jersey 07004 ("3MM").
Whereas, 3MM provided SCOH with marketing services during the period
January 1, 2002 through December 31, 2002; and
Whereas, 3MM received 60,000 shares of SCOH's restricted common stock
in June 2002 constituting the share consideration payable to 3MM for the period
January 1, 2002 through February 28, 2002; and
Whereas 3MM is owed additional share compensation and warrant
compensation for the services rendered as provided herein.
Now, Therefore, in consideration for the mutual promises, covenants and
conditions contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Additional Compensation Due 3MM
The parties agree that for the services rendered by 3MM, that 3MM is entitled to
receive an additional 50,000 shares of SCOH's restricted common stock and to
receive 299,997 SCOH common stock purchase warrants, each exercisable for the
purchase of one share of SCOH common stock, at an exercise price of $.75 per
share, during the five year period commencing October 1, 2002.
2. Mutual Release
The parties hereby release and discharge each other, each other's servants,
agents, principals, affiliates, employees, attorneys, subsidiaries, parents,
heirs, executors, administrators, successors and assigns from all actions,
causes of action, suits, debts, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, any and all
claims and demands whatsoever, in law, admiralty or equity, which against the
other, either party, or either party's servants, agents, affiliates,
subsidiaries, parents, partners, heirs, executors, administrators, successors
and assigns ever had, now have or hereafter can, shall or may have for, upon, or
by reason of any matter, cause or thing whatsoever from the beginning of the
world to date of this mutual release and Marketing Services Compensation
Agreement.
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3. Entire Agreement
This Agreement constitutes the entire understanding and agreement of the parties
hereto with respect to the subject matter hereof and supersedes all prior
understandings and agreements, both oral and written, between the parties hereto
with respect to the subject matter hereof.
4. Miscellaneous
4.1 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of
New York. In the event it becomes necessary to commence
an action or proceeding to enforce the terms of this
Agreement, all of said actions shall be heard
exclusively within the state or federal courts in New
York.
4.2 Counterparts, Facsimile Signature. This agreement may
be executed in one or more counterparts, by either
original signature or signature transmitted by
facsimile transmission and each copy so executed shall
be deemed to be an original and all copies so executed
shall constitute one and the same agreement.
4.3 Further Documents, etc. Each party hereby agrees to
promptly execute and deliver any reasonable document
which may be further required to carry out the terms
and intentions of this Agreement.
4.4 Non Waiver, etc. Any waiver by either party shall not
operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other
provision of this Agreement. The failure of either
party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be
considered a waiver or deprive it of the right
thereafter to insist upon strict adherence to that term
or any other term of this Agreement. Any waiver must be
in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
Scores Holding Company, Inc.
By: /s/ Richard Goldring
-----------------------------------
Name: Richard Goldring
Title: President
Third Millennium Management LLC.
By: /s/ Richard Schineller
-------------------------------------
Name: Richard Schineller
Title: President
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