On March 31, 2003, SCORES Holding Company, Inc. entered into a Master License Agreement (the "Master License") with Entertainment Management Services, Inc. ("EMS"). The Master License grants to EMS the exclusive worldwide license to use and to grant sublicenses to use the "SCORES" trademarks in connection with the ownership and operation of upscale, adult-entertainment cabaret night clubs/restaurants and for the sale of merchandise by such establishments. Merchandise must relate to the nightclub that sells it, and may be sold at the nightclub, on an internet site maintained by the nightclub, by mail order and by catalogue. The term of the Master License is twenty years. EMS has the option to renew the Master License for six consecutive five-year terms. EMS shall pay royalties to SCRH as described in the Master License Agreement which can be viewed viewed by clicking on the "SEC Filings" button on the left side of this page; then click on the Form 8K filing on 2003-04-16.

SCORES intends to accelerate business operations through an aggressive licensing strategy and building relationships with existing clubs are continually being explored and cultivated. All clubs operating under a “SCORES” licensing agreement will be required to operate as a premiere adult entertainment nightclub providing topless entertainment in a fun, yet discreet, environment. The Company will market through hotel publications, local and national radio, cable television, newspapers, billboards as well as a variety of promotional campaigns that will ensure that the “SCORES” brand is kept before the public.

Prior to the opening of the original “Scores” in Manhattan in 1991, the adult club business was characterized by small, dimly lit establishments with no set standards for performers' personal appearance, conduct and personality. The quality of bar service was low and food was usually not offered. Music was usually played at a loud level by a disc jockey with frequent interruptions for general announcements. Cash was usually the only transaction allowed and most business people felt uncomfortable in such an environment. SCORES recognized the need for first-class adult entertainment designed to target the business segment of the market by providing a quality-assured environment. SCORES has achieved this and is now recognized nationally as "the premier adult entertainment club in the United States." The SCORES officers Management will ensure that licensee’s of the “SCORES” brand name maintain the highest standards of operation particularly with their performers in the areas of personal appearance and personality as well as the ability to interact intelligently with customers and engage them in meaningful conversation. The superior quality of its performers is a hallmark of the “SCORES” experience and one of the factors that keeps bringing long-term customers back year after year. Until the 1980s, topless nightclubs were small, dimly lit cash-only establishments generally managed by their owners. The standards for performers' personal appearance and behavior were minimal, the quantity and quality of bar service and food was low and music was usually hard rock 'n' roll. Scores East filled a market void for first-class adult cabarets targeting the discerning businessmen and professionals. The clubs have a pleasurable ambiance, accept credit cards and maintain strict codes of appearance and conduct for performers.

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THE SCORES OPPORTUNITY:

SCORES intends to embark on a dual growth strategy for its adult entertainment nightclub business by continuing the development of its club management systems to maintain and improve operating margins and growth through the licensing of additional clubs and with beneficial alliances with third parties. Merchandising also represents great potential for the SCORES as “Scores” branded merchandise has immense appeal to a large demographic segment of the population.

FEMALE ENTERTAINMENT:

The Scores Clubs maintain high standards for personal appearance and conduct of their employees including their female entertainers. Applicants are hired based on such factors of physical beauty, attitude, dress, communication skills, demeanor and dancing ability.

MANAGEMENT:

All managers, employees and entertainers are required, when hired, to participate in a very thorough orientation and training program.

FOOD AND BEVERAGE:

SCORES Management believes that the key to the success of a premiere adult nightclub is a quality, first-class bar and restaurant operation to compliment its adult entertainment. SCORES employs service managers who are in charge of recruiting and training a professional wait staff and ensuring that each customer receives prompt and courteous service. SCORES employs chefs with restaurant experience and bar managers, who are in charge of ordering inventory and scheduling of bar staff. SCORES believes that the operation of a first class restaurant is a necessary component to the operation of a premiere adult cabaret, as is the provision of premium wine, liquor and beer in order to ensure that the customer perceives and obtains good value.

ATMOSPHERE:

SCRH management believes that maintaining a high design standard is very important in its facilities and decor. The furniture and furnishings in the nightclubs are designed to create the feeling of an upscale restaurant. The sound system is designed to provide quality sound at levels where conversations can still take place. This environment is carefully monitored, in terms of maintenance, music selection, entertainer and waitress appearance and all aspects of customer service on a continuous basis.

PUBLIC RELATIONS, ADVERTISING AND PROMOTION:

SCORES marketing philosophy towards customers is to portray all “SCORES” clubs as a premiere cabaret providing topless entertainment in a fun, yet discreet, environment. Hotel publications, local and national radio, cable television, newspapers, billboards, taxicab reader boards as well as a variety of promotional campaigns will ensure that the SCORES name is kept before the public. SCORES has received a significant amount of media exposure over the years. Television segments about SCORES have appeared on television talk shows and features prominently on both the radio and television shows hosted by the “King of all Media” Howard Stern. In addition, Penthouse Magazine, Playboy Magazine, GQ, USA Today, The New York Times, The New York Post, Maxim, Cigar Aficionado, The Daily News, US News, The Miami Herald, The Las Vegas  and many others  have written many articles and created many pictorials around SCORES and its world famous SCORES Entertainers. SCORES has been visited over the years by such celebrities and sports personalities as Russell Crowe, Robin Williams, Colin Farrell, Jessica Simpson, Kate Bush, Lindsay Lohan, Chris O’Donnell, Cameron Douglas, Dennis Rodman, Kid Rock, Carson Daly, Gwyneth Paltrow, Ben Affleck, Christian Slater, John Stamos, Ryan Haddon, Jeremy Shockey, Oscar De La Hoya and many more.
 
COMPETITION:

The adult topless club entertainment business is highly competitive with respect to price, service and location, as well as the professionalism of its entertainment product. SCORES Clubs will be competing with a number of locally owned adult cabarets, but none of whose names may enjoy the international recognition that equals that of SCORES. While there may be restrictions on the location of a so-called "sexually oriented business" there are no barriers to entry into the adult cabaret entertainment market and only the name “SCORES” is proprietary. SCORES Management believes that the combination of the “SCORES” name recognition and the distinctive entertainment environment that will be created, will allow it to effectively compete in any market in which any SCORES Club operates.

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