8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): July 21, 2007

KINGS ROAD ENTERTAINMENT, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE	000-14234	95-3587522
(State of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

468 N. Camden Drive Beverly Hills, California (Address of principal executive offices) 90210 (Zip code)

Registrant’s telephone number, including area code: 310-278-9975

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Removal of Christian DeFrank from the Board of Directors

On July 21, 2007, in accordance with the Registrant’s amended bylaws and by vote of disinterested directors, Christian DeFrank was removed from the Board of Directors. The Board recommended to Mr. DeFrank that he voluntarily tender his resignation in light of the lawsuit that was filed against him on June 13, 2007 and in determination that it was in the best interest of the Registrant. When Mr. DeFrank refused, the Board voted to remove Mr. DeFrank from the Board.

Election of Stephen J. Fryer to the Board of Directors

On July, 21, 2007, in accordance with the Registrant’s bylaws and by a majority vote of the directors, Stephen J. Fryer was elected to serve on the Board of Directors until the next annual shareholder meeting. Moreover, by majority vote, the Board agreed to indemnify Mr. Fryer and a standard indemnification agreement was executed by and between the Registrant and Mr. Fryer.

Mr. Fryer is the CEO and Managing Partner of SC Capital Partners, LLC, a Southern California based Investment Banking and Financial Advisory firm, which is affiliated with Grant Bettingen, Inc, Irvine, CA, an established broker dealer. Mr. Fryer leads the SCCP Investment Banking Group of five professionals, which has its focus on Micro-Cap and Small-Cap public companies for reverse mergers, market liquidity, financing, merger and acquisitions, investor relations and independent research.

Most recently, Mr. Fryer was CEO and Chairman of Pen Interconnect, Inc., an Irvine based NASDAQ listed company, which was merged in October of 2001. The Company specialized in electronic circuit board assembly (contract manufacturing). Mr. Fryer joined the company in 1996 to help oversee their newly acquired divisions, interact with the public markets and assist in raising additional capital. Mr. Fryer became President in August 1998 at the request of the Board of Directors to re-organize the company, reduce costs and set a new direction. He became CEO and Chairman in February 1999.

Previously, he was a principal in Ventana International, Ltd., an Irvine, California-based venture capital and private investment banking firm from 1989 through 1996. His duties included evaluating technology companies for the purposes of investment, raising funds for various companies, and serving as a board member with several of the portfolio companies.

In 1980 he founded and was CEO of ACRO Corporation, US, and ACRO S/A Europe, which designed, manufactured, and marketed throughout the world, a DEC compatible computer terminal. This was done in partnership with C. Itoh Electronics, a division of C. Itoh and Co., a major Japanese trading company. In 1983, after major growth in sales, C.Itoh acquired ACRO and Mr. Fryer continued on the management team of the new company. He held this position until 1984, when he became Vice President of C. Itoh’s IBM compatible peripherals division, where he headed up worldwide operations.

Prior to 1980, Mr. Fryer held sales and management positions with several technology related companies, including The General Electric Company, General Automation, Inc., Ormond, Inc., and Beehive International

Mr. Fryer a graduate of the University of Southern California with a Bachelor’s degree in Mechanical Engineering and a minor in Economics. He spent over 28 years in the computer business in the USA as well as Asia and Europe. He was the founder, Chairman and CEO of World Comnet, Inc. (a public company), and is presently, Chairman of Thermal Energy Development Group, and a director of Global Foods Technologies, Inc., and The Amanda Company, Inc, a public company.

A copy of the Indemnification Agreement by and between Kings Road Entertainment, Inc. and Stephen J. Fryer is attached hereto as Exhibit 99.1.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 21, 2007, by majority vote, the Board of Directors voted to amend Article III, Section 10 of the Registrant’s Bylaws, effective immediately. Article III, Section 10 of the Bylaws previously read as follows:

Removal: any director may be removed for cause at any time by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares of the Corporation at a special meeting of the shareholders called for that purpose.

Article III, Section 10 now reads as follows:

Removal: Any director may be removed with cause at any time by either: (i) the affirmative, majority vote of all disinterested directors at a special meeting of directors; or (ii) by the affirmative vote of shareholders holding of record in the aggregate at lease a majority of the outstanding shares of the Corporation at a special meeting of the shareholders. Any Director may be removed without cause at any time by affirmative, unanimous vote of disinterested directors at a special meeting of directors.

A copy of the Registrant’s Amended Bylaws are attached hereto as Exhibit 3.1.

Exhibit No.Description

3.1 Amended Bylaws of Kings Road Entertainment, Inc.

99.1 Indemnification Agreement between Kings Road Entertainment, Inc. and Stephen J. Fryer, dated July 21, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KINGS ROAD ENTERTAINMENT, INC.
Date: July 23, 2007	By:	/s/ George Moseman
		George Mosemean, Recording Secretary

EX-3.1

(As Amended through

July 21, 2007)

BYLAWS OF

KINGS ROAD ENTERTAINMENT, INC.

ARTICLE I ' OFFICES

The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation.The Corporation may also maintain offices at such other placeswithin or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II - MEETING OF SHAREHOLDERS

Section I --.Annual Meetings: The annual meeting ofshareholders shall be held on the last day of February in each-year at 10:00 o'clock A.M. or at such other date and/or time -not later than five months after the close of the fiscal year -of the Corporation, as shall be designated by the Board ofDirectors, provided, however, that should said day fall upon aweek-end or legal holiday, then the annual meeting of share-holders shall be held at the same time and place on the nextday which is a full business day. At such meeting directorsshall be elected, reports of the affairs of the Corporationshall be considered, and any other business may be transacted

which is within the powers of the shareholders.

Section 2 ~ Special Meetings: Special meetings of theshareholders may be called at any time by the Board of Directors or by the President, and shall be called by the Presidentor the Secretary at the written request of the holders of tenpercent (104) of the shares then outstanding and entitled tovote thereat, or as otherwise required under the provisions of

the Business Corporation Act.

 Section 3 - Place of Meetings: All meetings of share-holders shall be held at the principal office of the Corporation, or at such other places as shall be designated in thenotices or waivers of notice of such meetings,

Section_4 - Notice of Meetings;

(a) Except as otherwise provided by Statute, writtennotice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held shall be served either personally or by mail, not less thanten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and toany other shareholder to whom the giving of notice may berequired by law. Notice of a special meeting shall also statethe purpose or purposes for which the meeting is called, andshall indicate that it is being issued by, or at the directionof the person or persons calling the meeting. If, at anymeeting, action is proposed to be taken that would, if taken,entitle shareholders to receive payment for their shares pursuant to Statute, the notice of such meeting shall include statement of that purpose and to that effect. If mailed, suchnotice shall be directed to each such shareholder at hisaddress, as it appears on the records of the shareholders ofthe Corporation, unless he shall have previously filed withthe Secretary of the Corporation a written request thatnotices intended for him be mailed to some other address, inwhich case, it shall be mailed to the address designated insuch request.

(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailingof such notice and prior to the meeting, or to any shareholder.Who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signedwaiver of notice either before or after such meeting. Noticeof any adjourned meeting of shareholders need not be given,unless otherwise required by statute.

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Section 5 - Quorum;

(a) Except as otherwise provided herein, or by Statute,or in the Certificate of Incorporation (such Certificate andany amendment's thereof being hereinafter collectively referred to as the

“Certificate of Incorporation”), at all meeting of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called if a quorum had been present.

 Section 6 Voting;

(a) Except as otherwise provided by statute or by theCertificate of Incorporation, any corporate action, other thanthe election of directors, to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at ameeting of shareholders by the holders of shares entitled tovote thereon.

(b) Except as otherwise provided by statute or by theCertificate of Incorporation, at each meeting of shareholders,each holder of record of stock of the Corporation entitled tovote thereat, shall be entitled to one vote for each share ofstock registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy toact shall have been executed in writing by the shareholderhimself, or by his attorney-in-fact thereunto duly authorizedin writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the person executing it shall have specified therein the length of time it is to continue in force. Such instrument shall beexhibited to the Secretary at the meeting and shall be filedwith the records of the Corporation.

(d) Any resolution in writing, signed by all of theshareholders entitled to vote thereon, shall be and constituteaction by such shareholders to the effect therein expressed,with the same force and effect as if the same had been dulypassed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in theMinute Book of the Corporation under its proper date.

ARTICLE, III - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office;

(a) The Board of Directors of the corporation shall consist of not less than four (4) nor more than nine (9) members. The exact number of directors within the limits specifiedshall be set, and may be changed from time to time, by a resolution duly adopted by the Board of Directors or the stockholders.

(b) The Board of Directors shall be divided into threeclasses as nearly equal in number as reasonably possible, designated Class 1, Class 2 and Class 3. The initial terms ofoffice shall expire as follows; Class 1 directors; at theannual meeting of stockholders in 1988; Class 2 directors, atthe annual meeting of stockholders in 1989; Class 3 directors at the annual meeting of stockholders in 1990. Thereafter, at each annual meeting of stockholders, successors to the class of directors whose terms of office expire in that year shall be elected to hold office for a term of three (3) years. Each director shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

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(c) Except as may otherwise be provided herein or in theCertificate of Incorporation, the members of each class of theBoard of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast atthe meeting of shareholders at which such class is to beelected, by the holders of shares, present in person or byproxy, entitled to vote in the election.

Section. 2 - Duties and Powers; The Board of Directorsshall be responsible for the control and management of theaffairs, property and interests of the Corporation, and mayexercise all powers of the Corporation, except as are in theCertificate of Incorporation or by statute expressly conferredupon or reserved to the shareholders. ^

Section 3 ' Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directorsshall be held immediately following the annual meeting of theshareholders, at the place of such annual meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetingsof the Board of Directors, and may fix the time and placethereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need notspecify the purpose of the meeting; provided, however, that incase the Board of Directors shall fix or change the time orplace of any regular meeting, notice of such action shall begiven to each director who shall not have been present at themeeting at which such action was taken within the time limited and in the manner set forth in paragraph (b) Section 4of this Article III, with respect to special meetings, unlesssuch notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4 - Special Meetings? Notice.

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of directors, at such time and place as may be specified in therespective notices or waivers of notice thereof.

(b) Except as otherwise required by statute, notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice or waivers of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 - Chairman; At all meetings of the Board of Directors, the Chairman of the Board, if any and if present shall present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairmen chosen by the directors shall preside.

Section 6 - Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of directors then in office (but not less than 1/3 of the authorized number of directors) shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws.

(b) A majority of the directors present at the time and mace of any regular or special meeting, although less than a quorum may adjourn the same from time to time without notice, until a quorum shall be present.

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Section 7 - Manner of Action:

(a) At all meetings of the Board of Directors, each director present shall nave on vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Certificate of Incorporation, or by these Bylaws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

(c) The following actions of the Board of Directors willrequire the approval of not less than 75 of all of the directors; (1) the authorization of any transactions between theCorporation on the one hand and any officer, director orstockholder of the Corporation or any person or entity relatedto or affiliated with any such officer, director or stockholder on the other hand; (2) the authorization or issuance ofany stock options to employees of the Corporation; (3) theauthorization of a public offering and sale of Common Stock ofthe Corporation, for an aggregate purchase price of not morethan $5,000,000, pursuant to a registration statement filedunder the Securities Act of 1933; or (4) the repurchase orredemption by the Corporation of any of its outstandingshares.

Section 8 - Vacancies; Any vacancy in the Board ofDirectors occurring by reason of an increase in the number ofdirectors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of adirector by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or, inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majorityvote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

Sect ion 9 - Resignation: Any director may resign at anytime by giving written notice to the Board of Directors, thepresident or the Secretary of the Corporation, unless otherwise specified in such written notice, such resignation snailtake effect upon receipt thereof by the Board of Directors orsuch officer, and the acceptance of such resignation shall notbe necessary to make it effective.

Section 10 - Removal: Any director may be removed with cause at any time by either: (i) the affirmative, majority vote of all disinterested directors at a special meeting of directors; or (ii) by the affirmative vote of shareholders holding of record in the aggregate at lease a majority of the outstanding shares of the Corporation at a special meeting of the shareholders. Any Director may be removed without cause at any time by affirmative, unanimous vote of disinterested directors at a special meeting of directors.

Section 11 - Salary; No stated salary shall be paid todirectors, as such, for their services, but by resolution ofthe Board of Directors a fixed sum and expenses of attendance,if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothingherein contained shall be construed to preclude any directorfrom serving the Corporation in any other capacity andreceiving compensation therefor.

Section 12 - Contracts:

(a) NO contract or other transaction between this Corporation and any other Corporation shall be impaired, affectedor invalidated, nor shall any director be liable in any way byreason of the fact that any one or more of the directors ofthis Corporation is or are interested in, or is a director orofficer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known tothe Board of Directors.

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(b) Any director, personally and individually, may be aparty to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in anyway by reason of Such interest, provided that the fact of suchInterest be disclosed or made known to the Board of Directors,and provided that the Board of Directors shall authorize,approve or ratify such contract or transaction by the vote ( not counting the vote of any such director) of a majority ofa quorum, notwithstanding the presence of any such director, atthe meeting at which such action is taken. Such director ordirectors may be counted in determining the presence of a quorum at such meeting. This Section Shall not be construed to -impair or invalidate or in any way affect any contract orother transaction which would otherwise be valid under the law( common, statutory or otherwise) applicable thereto.

Section l3_Committees; The Board of Directors, byresolution adopted by a majority of the entire Board, may fromtime to time designate from among its members an executivecommute and such other committees, and alternate membersthereof, as they may deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law) as may be provided in such committee shall serve at the pleasure of the Board.

ARTICLE IV. - OFFICERS

Section 1 - Number. Qualifications, Elections and Term of Office:

(a) The officers of the Corporation shall consist of President a Secretary, a Treasurer, and such other officers,Including a Chapman of the Board of Directors, and one ormore Vice Presidents, as the Board of Directors may from timeto time deem advisable. Any officer other than the Chairmanof the Board of Directors may be, but is not required to be adirector of the Corporation. Any two or more offices may beheld by the same person.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of theBoard following the annual meeting of shareholders.

(c) Each officer shall hold office until the annualmeeting of the Board of Directors next succeeding his election, and until his successor shall have been elected andqualified, or until his death, resignation or removal.

Section 2 - Resignation; Any officer may resign at anytime by giving written notice of such resignation to the Boardof Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by theBoard of Directors or by such officer, and the acceptance ofsuch resignation shall not be necessary to make it effective.

Section 3 - Removal; Any officer may be removed, eitherwith or without cause, and a successor elected by a majorityvote of the Board of Directors at any time.

Section 4 - Vacancies; A vacancy in any office by reasonof death, resignation, inability to act, disqualification, orany other cause, may at any time be filled for the unexpiredportion of the term by a majority vote of the Board of Directors.

Section 5 - Duties of Officers; Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain totheir respective offices as well as such powers and duties asmay be set forth in these bylaws, or may from time to time bespecifically conferred or imposed by the Board of Directors.The president shall be the chief executive officer of the Corporation unless otherwise determined by the Board of Directors.

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Section 6 - Sureties and Bonds; In case the Board ofDirectors shall so require, any officer, employee or agent ofthe Corporation shall execute to the Corporation a bond insuch sum, and with such surety or sureties as the Board ofDirectors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property,funds or securities of the Corporation which may come into hishands.

Section 7 - Shares of Other Corporations: Whenever theCorporation is the holder of shares of any other Corporation,any right or power of the Corporation as such shareholder, (including the attendance, acting and voting at shareholdersmeetings and execution of waivers, consents, proxies or otherinstruments) may be exercised on behalf of the Corporation bythe President, any Vice President, or such other person as theBoard of Directors may authorize.

ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder's name and the number of shires and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (n) the Secretary or Measurer or any Assistant Secretary or Assistant Treasurer, and shall bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) To the extent permitted by law, the Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

Section 2 - Lost or Destroyed Certificates: The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any Corporation theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 - Transfers of Shares;

(a) Transfers of shares of the Corporation shall be madeon the share records of the Corporation only by holder ofrecord thereof, in person or by his duly authorized attorney,upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power oftransfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signatureand of authority to transfer and of payment of transfer taxesas the Corporation or its agents may require.

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(b) The Corporation shall be entitled to treat theholder of record of any share or shares as the absolute ownerthereof for all purposes and, accordingly, shall not be boundto recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person,whether or not it shall have express or other notice thereof,except as otherwise expressly provided by law.

Section 4 - Record Date; In lieu of closing the sharerecords of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting ofshareholders, or to consent to any proposal without a meeting,or for the purpose of determining shareholders entitled toreceive payment of any dividends, or allotment of any rights,or for the purpose of any other action. If no record date isfixed, the record date for the determination of shareholdersentitled to notice of or to vote at a meeting of shareholdersshall be at the close of business on the day next precedingthe day on which notice is given, or, if no notice is given,the day on which the meeting is held; the record date fordetermining shareholders for any other purpose shall be at theclose of business on the day on which the resolution of thedirectors relating thereto is adopted. When a determinationof shareholders of record entitled to notice of or to vote atany meeting of shareholders has been made as provided forherein, such determination shall apply to any adjournmentthereof, unless the directors fix a new record date for theadjourned meeting.

ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared andpaid out of any funds available therefor, as often, in suchamounts, and at such time or times as the Board of Directorsmay determine.

ARTICLE VII - FISCAL YEAR

The annual accounting period for the Corporation shallend on April 30th or upon such other date as may be determinedby the Board of Directors.

ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form asshall be approved from time to time by the Board of Directors.

ARTICLE, IX - AMENDMENTS

Section 1 - By Shareholders; All bylaws of the Corporation shall be subject to alteration or repeal, and new bylawsmay be made, by the affirmative vote of shareholders holdingof record in the aggregate at least a majority of the outstanding shares entitled to vote in the election of directorsat any annual or special meeting of shareholders, providedthat the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.

Section 2 - By Directors; The Board of Directors shallhave power to make, adopt, alter, amend and repeal, fromtime to time. Bylaws of the Corporation.

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ARTICLE X - INDEMNITY

Section 1: Each person who was or is made a party to oris threatened to be made a party to or is involuntarilyinvolved in any action, suit or proceeding, whether civilcriminal, administrative or investigative (a "Proceeding”), byreason of the fact that he is or was a director and/or officerof the Corporation, or is or was serving (during his tenure asdirector and/or officer) at the request of the Corporation,any other corporation, partnership, joint venture; trust orother enterprise in any capacity; whether the basis of suchProceeding is an alleged action in an official capacity as adirector or officer, or in any other capacity while serving asa director or officer, shall be indemnified and held harmlessby the Corporation to the fullest extent authorized by theDelaware General Corporation Law as now or hereafter effect(but, in the case of any such amendment, only to the extentthat such amendment permits the Corporation to provide broaderindemnification rights than are permitted to the Corporation prior to such amendment) against all expenses, liability andloss (including attorneys’ fees, judgments, fines, ERISAexcise taxes or penalties and amounts paid or to be paid insettlement reasonably incurred or suffered by such person in connection with such Proceeding. Such director or officershall have the right to be paid by the Corporation forexpenses incurred in defending any such Proceeding in advanceof its final disposition; provided, however, that the paymentof such expenses in advance of the final disposition of anysuch Proceeding shall be made only upon receipt by the Corporation of an undertaking by or on behalf of such director orofficer to repay all amounts so advanced if it should bedetermined ultimately that he is not entitled to be indemnified under this Section 1 or otherwise. No amendment to orrepeal of this Section 1 shall apply to or have any effect onany right to indemnification provided hereunder with respectto any acts or omissions occurring prior to such amendment orrepeal.

Section 2: If a claim for indemnity under Section 1 isnot paid in full by the Corporation within ninety (90) daysafter a written claim has been received by the Corporation,the director or officer may at any time thereafter bring suitagainst the Corporation to recover the unpaid amount of theclaim, together with interest thereon, and if successful in whole or in part, such director or officer shall also be entitled to be paid the expense of prosecuting such claim, including reasonable attorneys' fees incurred in connectiontherewith. It shall be a defense to any such action (otherthan an action brought to enforce a claim for expensesincurred in defending any Proceeding in advance of its finaldisposition where the required undertaking has been tenderedto the Corporation) that such director or officer has not metthe standards of conduct which make it permissible under theDelaware General Corporation Law for the Corporation to indemnify him for the amount claimed, but the burden of provingsuch a defense shall be on the Corporation. Neither the failure of the Corporation (or of its full Board of Directors, itsdirectors who are not parties to the Proceeding with respectto which indemnification is claimed, its stockholders, orindependent legal counsel) to have made a determination priorto the commencement of an action pursuant to this Section 2that indemnification of the director or officer is proper inthe circumstances because he has met the applicable standardof conduct set forth in the Delaware General Corporation Lawnor an actual determination by any such person or persons thatsuch director or officer has not met, such applicable standardof conduct, shall be a defense to such action or create a presumption that such director or officer has not met the applicable standard of conduct.

Section 3; In furtherance and not in limitation of thepowers conferred by statute:

(i)  Corporation may purchase and maintaininsurance on behalf of any person who is or was a director,officer, employee or agent of the Corporation, or is serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of law; and

(ii) the Corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit ,surety bonds and/or other similar arrangements), as well as enter into contracts providing indemnification to the full extent authorize or permitted by law and including as part thereof provisions with respect to any or all of the foregoing to ensure the payment of such amounts as may become necessary to effect indemnification as provided therein, or elsewhere.

Section 4 - Rights Not Exclusive: The rights conferred by this Article X shall not be exclusive of any other right which the director or officer may have or hereafter acquire under the Delaware General Corporation Law or any other statute, or any provision contained in the Corporation’s Certificate of incorporation or Bylaws, or any agreement, or pursuant to a vote of stockholders or disinterested directors, or otherwise.

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EX-99.1

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of July 21, 2007 by and between Kings Road Entertainment, Inc., a Delaware corporation (the “Corporation”), and Mr. Stephen J. Fryer (“Indemnitee”), based on the following:

Premises

A.The Restated Certificate of Incorporation of the Corporation (the “Articles”) provides for the limited indemnification of the Corporation’s directors. and the Bylaws (the “Bylaws”) provides for indemnification of the Corporation’s directors and officers to the fullest extent permitted by any applicable and controlling Delaware law, statute, rule, decision, or finding (collectively, “Delaware Law”) and contemplate that contracts and other arrangements may be entered into respecting indemnification of officers and directors.

B.The parties recognize the difficulty in obtaining liability insurance for the Corporation’s directors, officers, employees, stockholders, controlling persons, agents, and fiduciaries, the significant increases in the cost of such insurance, and the general reductions in the coverage of such insurance. Furthermore, the parties further recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees, controlling persons, stockholders, agents, and fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability insurance have been severely limited.

C.Indemnitee does not regard the current protection available under the Articles, Bylaws, and insurance as adequate under the present circumstances, and Indemnitee and other directors, officers, employees, stockholders, controlling persons, agents, and fiduciaries of the Corporation may not be willing to serve in such capacities without additional protection. Moreover, the Corporation (i) desires to attract and retain the involvement of highly-qualified persons, such as Indemnitee, to serve the Corporation and, in part, in order to induce Indemnitee to be involved with the Corporation, (ii) wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law, and (iii) wishes to assure Indemnitee that there will be increased certainty of adequate protection in the future.

D.In addition to any insurance purchased by the Corporation on behalf of Indemnitee, it is reasonable, prudent, and necessary for the Corporation to obligate itself contractually to indemnify Indemnitee so that he may remain free from undue concern that he will not be adequately protected both during his service as an executive officer and a director of the Corporation and following any termination of such service.

E.This Agreement is a supplement to and in furtherance of the Articles and Bylaws and shall not be deemed a substitute therefor or to abrogate any rights of Indemnitee thereunder.

F.The directors of the Corporation have duly approved this Agreement and the indemnification provided herein with the express recognition that the indemnification arrangements provided herein exceed that which the Corporation would be required to provide pursuant to Delaware Law.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Corporation and Indemnitee do hereby covenant and agree as follows:

1.Definitions. As used in this Agreement:

(a)The term “Indemnifiable Matter” means any event, occurrence, status, or condition that takes place either prior to or after the execution of this Agreement, including any threatened, pending, or completed action, suit, proceeding, or alternative dispute resolution activity, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative, or investigative nature, in which Indemnitee was, is, or believes he might be involved as a party, witness, or otherwise (except any of the foregoing initiated by Indemnitee pursuant to section 15 to enforce Indemnitee’s rights under this Agreement): (i) by reason of the fact, in whole or in part, that Indemnitee is or was actually or allegedly a director, officer, agent, or advisor of the Corporation; (ii) by reason of any action actually or allegedly taken by him or of any inaction or omission on his part while acting as a director, officer, agent, or advisor of the Corporation; (iii) by reason of the registration, offer, sale, purchase, or ownership of any securities of the Corporation; (iv) by reason of any duty owed to, respecting, or in connection with the Corporation; or (v) by reason of the fact, in whole or in part, that he is or was actually or allegedly serving at the request of the Corporation as a director, officer, employee, agent, or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise; in each case, whether or not he is acting or serving in any such capacity at the time any loss, liability, or expense is incurred for which indemnification or reimbursement can be provided under this Agreement and even though Indemnitee may have ceased to serve in such capacity.

(b)The term “Losses” means (i) any and all losses, claims, damages, expenses, liabilities, judgments, fines, penalties, and actions in respect thereof, as they are incurred, against Indemnitee in connection with an Indemnifiable Matter; (ii) amounts paid by Indemnitee in settlement of an Indemnifiable Matter; (iii) any indirect, consequential, or incidental damages suffered or incurred by Indemnitee; and (iv) all attorneys’ fees and disbursements, accountants’ fees and disbursements, private investigation fees and disbursements, retainers, court costs, payments of attachment, appeal, or other bonds or security, transcript costs, fees of experts, fees and expenses of witnesses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses reasonably incurred by or for Indemnitee in connection with prosecuting, defending, preparing to prosecute or defend, investigating, appealing, or being or preparing to be a witness in any threatened or pending Indemnifiable Matter or establishing Indemnitee’s right or entitlement to indemnification for any of the foregoing.

(c)Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Corporation” shall include any service as a director, officer, employee, agent, or advisor with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Agreement.

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(d)The term “Indemnitee” shall include the Indemnitee named in the first paragraph of this Agreement and such Indemnitee’s actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, and the property of all of the foregoing. The term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise, as interpreted under the Securities Act of 1933 or the Securities Exchange Act of 1934 (“Exchange Act”).

(e)The term “substantiating documentation” shall mean copies of bills or invoices for costs incurred by or for Indemnitee, or copies of court or agency orders, decrees, or settlement agreements, as the case may be, accompanied by a declaration, which need not be notarized, from Indemnitee that such bills, invoices, court or agency orders, decrees, or settlement agreements represent costs or liabilities meeting the definition of “Losses” herein.

(f)Except as provided in section 14, the term “Independent Counsel” shall mean an attorney, law firm, or member of a law firm, who (or which) is licensed to practice law in the state of Delaware or such other place in which the Corporation has an Office, and is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Corporation or Indemnitee in any other matter material to either such party; or (ii) any other party to the Indemnifiable Matter giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. From time to time, the Corporation may select and preapprove the names of persons or law firms that it deems qualified as Independent Counsel under the foregoing criteria. Further, at the request of Indemnitee, the Corporation shall review the qualifications and suitability under the foregoing criteria of persons or law firms selected by Indemnitee and preapprove them as Independent Counsel if they meet the foregoing criteria. An Independent Counsel that has already been preapproved by the board of directors may be appointed as Independent Counsel without any further evaluation, so long as such prospective Independent Counsel continues, as determined by the board of directors, to remain independent.

(g)A “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Section 13(d)(3) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, (1) that is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then-outstanding voting securities, increases its beneficial ownership of such securities by 5% or more over the percentage so owned by such person, or (2) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing more than 30% of the total voting power represented by the Corporation’s then-outstanding voting securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of the Corporation and any new director whose election by the board of directors or combination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation other than a merger or consolidation that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least two-thirds of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of (in one transaction or a series of transactions) all or substantially all of the Corporation’s assets.

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2.Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend, and hold harmless Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent, or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Delaware Law. The termination of any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

3.Limit on Indemnification. Notwithstanding any breach of any standard of care or duty, including breach of a fiduciary duty, by the Indemnitee, the Corporation shall indemnify Indemnitee except when a final adjudication establishes that Indemnitee’s acts or omissions involved intentional misconduct, fraud, or a knowing violation of law and were material to the cause of action.

4.Choice of Counsel. Indemnitee shall be entitled to employ and be reimbursed for the fees and disbursements of counsel separate from that chosen by any other person or persons whom the Corporation is obligated to indemnify with respect to the same or any related or similar Indemnifiable Matter.

5.Losses.

(a)Losses (other than judgments, penalties, fines, and settlements) incurred by Indemnitee shall be paid by the Corporation, in advance of the final disposition of the Indemnifiable Matter, within 10 days after receipt of Indemnitee’s written request accompanied by substantiating documentation.

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(b)Indemnitee hereby undertakes to repay to the Corporation any advances of Losses pursuant to this Agreement to the extent that it is ultimately determined that Indemnitee is not entitled to indemnification.

6.Officer and Director Liability Insurance. The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Corporation with coverage for Losses or to ensure the Corporation’s performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation’s actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation’s directors, if Indemnitee is a director, or of the Corporation’s officers, if Indemnitee is not a director of the Corporation but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days’ prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Corporation.

7.Other Financial Arrangements. The Corporation may make other financial arrangements acceptable to Indemnitee for Indemnitee’s benefit and Indemnitee shall be an intended third-party beneficiary of any such arrangement, with the right, power, and authority of the Indemnitee to sue for, enforce, and collect the same, in the name, place, and stead of the Corporation or otherwise, for Indemnitee’s benefit. Any such fund or other arrangements shall be available to Indemnitee for payment of Losses upon the Corporation’s failure, inability, or refusal to pay Losses incurred by the Indemnitee.

8.Right of Indemnitee to Indemnification upon Application; Selection of Independent Counsel; Procedure upon Application.

(a)Any application for indemnification under this Agreement, other than when Losses are paid in advance of any final disposition pursuant to section 5 hereof, shall be submitted to the board of directors. If a quorum of the board of directors were not parties to the action, suit, proceeding, or other matter, a majority of the directors who were not parties to the action, suit, proceeding, or other matter may determine whether indemnification of the applicant is not prohibited by law or may have such determination made by Independent Counsel in a written decision. If a quorum of the board directors who were not parties to the action cannot be obtained, the board of directors shall have such determination made by Independent Counsel in a written decision. Notwithstanding the foregoing, however, the board of directors may under any circumstances submit the determination of whether indemnification is proper in the circumstances to the stockholders. The board of directors shall respond to a request for indemnification or initiate the process of submitting the determination to the stockholders within 45 days after receipt by the Corporation of the written application for indemnification.

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(b)If required, Independent Counsel shall be selected by the board of directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of Independent Counsel so selected. Indemnitee may, within seven days after such written notice of selection shall have been given, deliver to the Corporation a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of “Independent Counsel,” as defined in section 1, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written objection to the Independent Counsel selected, the Corporation has failed to identify a replacement Independent Counsel, the Indemnitee may petition any court of competent jurisdiction for resolution of any objection that shall have been made by Indemnitee to the Corporation’s selection of Independent Counsel and for appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with its fees and expenses incident to the procedures of this section 8 regardless of the manner in which such Independent Counsel was selected or appointed.

(c)The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its board of directors or Independent Counsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances, nor an actual determination by the Corporation (including its board of directors or Independent Counsel) that indemnification is not proper in the circumstances, shall be a defense to the action, suit, proceeding, or other matter or create a presumption that indemnification is not proper in the circumstances.

9.Notice to Insurers. If at the time of the receipt of an application for indemnification pursuant to section 2 hereof or a request for advances of Losses pursuant to section 5 hereof, the Corporation has director and officer liability insurance in effect, the Corporation shall give prompt notice of the commencement of such Indemnifiable Matter to the insurers in accordance with the procedures set forth in the respective policies. The Corporation shall thereafter take all necessary or desirable actions to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Indemnifiable Matter in accordance with the terms of such policies.

10.Indemnification Hereunder Not Exclusive. The indemnification and advancement of Losses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Articles or Bylaws, Delaware Law, any policy or policies of directors’ and officers’ liability insurance, any other agreement, any vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office (together, “Other Indemnification”). However, Indemnitee shall reimburse the Corporation for amounts paid to him under Other Indemnification and not under this Agreement in an amount equal to any payments received pursuant to such Other Indemnification, to the extent such payments duplicate any payments received pursuant to this Agreement.

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11.Continuation of Indemnity. All agreements and obligations of the Corporation contained herein shall continue during the period Indemnitee is a director, officer, employee, agent, or advisor of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee, agent, or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any possible Indemnifiable Matter.

12.Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of Losses, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such Losses to which Indemnitee is entitled.

13.Settlement of Claims. The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Indemnifiable Matter effected without the Corporation’s written consent. The Corporation shall not settle any Indemnifiable Matter in any manner that would impose any penalty or limitation on Indemnitee’s rights under this Agreement without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Corporation shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

14.Change in Control. The Corporation agrees that if there is a Change in Control of the Corporation (other than a Change in Control that has been approved by a majority of the Corporation’s board of directors who were directors immediately prior to such Change in Control), then, with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Losses under this Agreement or any other agreement, or under the Articles or Bylaws as now or hereafter in effect, independent counsel shall be selected by the Indemnitee and approved by the Corporation (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Corporation and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under Delaware Law as determined in accordance with section 16(d). The Corporation agrees to abide by such opinion and to pay the reasonable fees of the independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

15.Enforcement.

(a)The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this section 15 that the procedures and presumptions in this section are not valid, binding, and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement.

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(b)In any action commenced pursuant to this section 15, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be.

(c)The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement.

(d)In the event that Indemnitee shall deem it necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this section 15, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this section 15 that Indemnitee is entitled to receive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the expenses incurred by Indemnitee in connection with an action pursuant to this section 15 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, Indemnitee shall be entitled to indemnification under this section 15 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This section 15(d) is not subject to the provisions of section 8.

16.Governing Law; Binding Effect; Amendment and Termination; Construction.

(a)This Agreement shall be interpreted and enforced in accordance with Delaware Law.

(b)This Agreement shall be binding upon the Corporation, its successors and assigns, and shall inure to the benefit of Indemnitee, such Indemnitee’s actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, the property of all of the foregoing, and the successors and assigns of all of the foregoing.

(c)No amendment, modification, termination, or cancellation of this Agreement shall be effective unless in writing signed by the Corporation and Indemnitee.

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(d)This Agreement shall be construed liberally in favor of the Indemnitee to the fullest extent possible under Delaware Law, even if such indemnification is not specifically authorized by this Agreement or any other agreement, the Articles or Bylaws, or by Delaware Law. In the event Delaware Law is changed after the date of this Agreement, through statutory amendment, judicial interpretation, administrative regulations, or otherwise, to allow additional indemnification or to remove or restrict current limitations on indemnification, this Agreement shall be deemed to be amended and reformed so that Indemnitee shall enjoy by this Agreement the greater benefits of such change. In the event of any change in Delaware Law that narrows or restricts the right of a Delaware corporation to indemnify Indemnitee, such change, to the extent not otherwise required by Delaware Law to be applied to Indemnitee in the relevant circumstances, shall have no effect on this Agreement or the rights and obligations of the parties hereunder.

17.Mutual Acknowledgement. Both the Corporation and Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Corporation from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Corporation may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Corporation’s right under public policy to indemnify Indemnitee.

18.Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable:

(a)the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be in any way affected or impaired thereby; and

(b)to the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable.

Each section of this Agreement is a separate and independent portion of this Agreement. If the indemnification to which Indemnitee is entitled as respects any aspect of any claim varies between two or more sections of this Agreement, that section providing the most comprehensive indemnification shall apply.

19.Notice. Any notice, demand, request, or other communication permitted or required under this Agreement shall be in writing and shall be deemed to have been given as of the date so delivered, if personally served; as of the date so sent, if transmitted by facsimile and receipt is confirmed by the facsimile operator of the recipient; as of the date so sent, if sent by electronic mail and receipt is acknowledged by the recipient; one day after the date so sent, if delivered by overnight courier service; or three days after the date so mailed, if mailed by certified mail, return receipt requested, addressed as follows:

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If to the Corporation:	Kings Road Entertainment, Inc.
	468 N. Camden Drive Beverly Hills, California 90210 Facsimile: (310) 278-9974 E-mail: GeraldineKREN@aol.com
If to Indemnitee, to:	Mr. Stephen J. Fryer
	4100 Newport Place, Suite 620 Newport Beach, CA 92660 Facsimile: (949) 760-1089 E-mail: sfryer@sccapitalpartnersllc.com

or such other addresses, facsimile numbers, or electronic mail address as shall be furnished in writing by any party in the manner for giving notices hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written to be effective as of the Effective Date.

Corporation:

KINGS ROAD ENTERTAINMENT, INC.

/s/ Philip Holmes

By:  Philip Holmes

Its:  Chief Executive Officer

Indemnitee:

/s/ Stephen J. Fryer

By: Stephen J. Fryer

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