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 15th, 2008

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 8.01. Other Events.

On July 15, 2008, King’s Road Entertainment, Inc. (the “Company”) repurchased 500,000 shares (the “DeFrank Shares”) of its common stock from its former president and director H. Martin DeFrank (“DeFrank”) and 300,000 shares (the “Burnley Shares”) of its common stock from John Burnley (“Burnley”). The purchase price of the DeFrank Shares was $0.12 per share, making the aggregate purchase price for the DeFrank Shares $60,000. The purchase price of the Burnley Shares was $0.08 per share, making the aggregate purchase price for the Burnley Shares $24,000. Collectively, the total amount paid by the Company for both the DeFrank Shares and the Burnley Shares was $84,000.

The Company repurchased the DeFrank Shares and the Burnley Shares as part of a settlement among the Company, its President Philip Holmes (“Holmes”), DeFrank, Sloane Squared Ltd., an entity purportedly owned or controlled by DeFrank (“Sloane”), and Burnley. In addition to the Company’s repurchase of the DeFrank Shares and the Burnley Shares, the settlement contemplates (i) the dismissal with prejudice by the Company of the complaint filed by the Company in the matter of King’s Road Entertainment, Inc. vs. H. Martin DeFrank, Sloane Squared Ltd., et. al.; (ii) the dismissal with prejudice by the Company and Holmes of the complaint filed by the Company, Holmes and George Moseman, a former officer and director of the Company (“Moseman”) in the matter of King’s Road Entertainment, Inc. v. H. Martin DeFrank, John Burnley, et al.; (iii) the dismissal with prejudice by DeFrank of the cross-complaint filed against the Company, Holmes and Brad Hoffman in the matter of DeFrank vs. King’s Road Entertainment, Inc. and Certain Directors and the dismissal by DeFrank without prejudice of the cross-complaint filed against Moseman in such matter; (iv) the dismissal with prejudice by Burnley of his complaint against the Company, Holmes and all other parties other than Moseman in the matter of John Burnley vs. King’s Road Entertainment, Inc., George Moseman and Phil Holmes, et. al. and the dismissal by Burnley of his complaint in such matter against Moseman without prejudice; (v) the release by the Company and Holmes of any claims (other than any claims created by the settlement) against DeFrank, Sloane, Burnley and their respective affiliates; (vi) the release by DeFrank, Sloane, Burnley and their respective affiliates of any claims (other than any claims created by the settlement) against the Company, Holmes and the Company’s current and former officers, directors and shareholders other than Moseman; and (vii) DeFrank and Sloane agreeing to pay the Company fifty percent (50%) of all compensation and proceeds received by DeFrank or Sloane under the “All of Me”/Producer Agreement, dated April 23, 2004, by and among Sloane, DeFrank, Katja Motion Picture Corp., Eclectic Filmworks, Inc. and Ira Posnansky.

In addition, as part of the settlement, DeFrank acknowledged that the common law trademark of the name Kings Road Entertainment is owned exclusively by the Company. DeFrank further agreed to refrain from any use of the name “Kings Road,” “Kings Road Entertainment,” “KREN,” “Kingsroadscreen,” “Kingsroadmedia,” or any derivations, acronym or words or abbreviations of similar import, in any way or context, including but not limited to email addresses. DeFrank also agreed to refrain from associating himself with the production of any of Kings Road movie assets except for the New Line/Katja remake project of “All of Me.”

The entire settlement was conditioned on the closing of the Company’s repurchase of both of the DeFrank Shares and the Burnley Shares. The closing was completed on July 15, 2008 when the Company’s transfer agent canceled the certificates that had been held by DeFrank and Burnley representing the DeFrank Shares and the Burnley Shares, respectively.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Settlement Agreement and Mutual General Release, effective as of June 25, 2008, by and among, King’s Road Entertainment, Inc., Philip Holmes, H. Martin Defrank, Sloan Squared Ltd. And John Burnley.
10.2	Stock Purchase Agreement, entered into as of June 25, 2008, by and between H. Martin DeFrank and King’s Road Entertainment, Inc.
10.3	Stock Purchase Agreement, entered into as of June 25, 2008, by and between John Burnley and King’s Road Entertainment, Inc.

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 18th 2008	By:	/s/ Philip Holmes
		Philip Holmes, President/CEO

EX-10.1

EXHIBIT 10.1

SETTLEMENT AGREEMENT

AND

MUTUAL GENERAL RELEASE

This Settlement Agreement and Mutual General Release (hereinafter referred to as the “Settlement Agreement”), is effective as of June 25, 2008, and is made by and among Kings Road Entertainment, Inc., a Delaware corporation (“KREN”), Philip Holmes, individually, and as a currently officer and director of KREN, H. Martin DeFrank (a.k.a. Christian DeFrank), individually, and as a shareholder and a former officer and director of KREN (“DeFrank”), Sloane Squared Ltd., a purported United Kingdom limited liability company which is purportedly owned or controlled by DeFrank (“Sloane”), John Burnley, individually and as a shareholder of KREN (“Burnley”) and doing business as Endeavour Broadcast Services (“Endeavour”) and Millennium (“Millennium”), and all other entities controlled, directly or indirectly by DeFrank and/or Burnley (collectively the “Controlled Entities”). KREN, DeFrank, Sloane, Burnley, and the Controlled Entities shall hereinafter collectively be referred to as the “Parties.” This Agreement is made in consideration of the following facts and recitals:

AGREEMENT

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged the Parties hereto agree as follows:

1.Mutual General Release.

1.1Release by KREN and Holmes. Except as to such rights or claims as may be created by this Settlement Agreement or any agreement executed by the Parties pursuant to this Settlement Agreement, and subject to and conditioned upon the performance and completion of the undertakings by DeFrank, Sloane, Burnley and the Controlled Entities as set forth in Section 2, below, KREN and Holmes hereby discharge and release DeFrank, Sloane, Burnley and the Controlled Entities and their assigns, agents, representatives, attorneys, predecessors and successors in interest, from any and all claims, demands, obligations, or causes of action of whatever nature or description, in law or in equity, whether now known or unknown, suspected, or unsuspected, which now exists, or at any time theretofore has existed, against any of the parties hereto from the beginning of time through the date on which all conditions which are the subject of, and all deliveries to be made pursuant to, this Settlement Agreement have been satisfied, including, but not limited to, DeFrank’s relationship with KREN as an independent contractor, consultant, employee, officer, director, shareholder or otherwise, Burnley’s relationship with KREN as shareholder, consultant or otherwise, and the matters set forth in any Litigation now pending between the Parties.

1.2Release by DeFrank, Sloane, Burnley and Controlled Entities. Except as to such rights or claims as may be created by this Settlement Agreement or any agreement executed by the Parties pursuant to this Settlement Agreement, and subject to and conditioned upon the performance and completion of the undertakings by KREN as set forth in Section 2, below, DeFrank, Sloane, Burnley and the Controlled Entities hereby discharge and release KREN, Holmes and KREN’s current and former officers, directors, employees, shareholders, attorneys, assigns, agents, representatives, predecessors and successors in interest, except for and specifically excluding George Moseman, from any and all claims, demands, obligations, or causes of action of whatever nature or description, in law or in equity, whether now known or unknown, suspected, or unsuspected, which now exists, or at any time theretofore has existed, against any of the parties hereto from the beginning of time through the date on which all conditions which are the subject of, and all deliveries to be made pursuant to, this Settlement Agreement have been satisfied, including, but not limited to, DeFrank’s relationship with KREN as an employee, officer, director or shareholder, Burnley’s relationship with KREN as shareholder or otherwise, and the matters set forth in any Litigation now pending between the Parties.

1.3Release of Unknown Claims. The Parties acknowledge and agree that this release applies to all claims for any injuries, damages, losses or claims, whether known or unknown, foreseen or unforeseen, patent or latent, that the Parties hereto now have or may acquire, and each Party hereto hereby waives application of California Civil Code Section 1542, and any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to California Civil Code Section 1542.

(a)Each Party hereto certifies that such party is aware of the provisions of California Civil Code Section 1542 which states:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

(b)The Parties understand and acknowledge the significance and consequences of the waiver of California Civil Code Section 1542; and that this release and waiver of California Civil Code Section 1542 is a significant material part of the consideration of entering into this Settlement Agreement.The Parties expressly acknowledge that this Settlement Agreement except for ongoing obligations set forth in the attached agreements, is intended to include a release, without limitation, of all claims, and acknowledges that the execution of this Settlement Agreement is entered into for the purpose of extinguishing any such claim or claims.

(c)The Parties further understand and acknowledge that if any party hereto, or such Parties respective officers, directors, employees, shareholders, attorneys, assigns, agents, representatives, predecessors and successors in interest, eventually discover additional damages or claims arising out of the facts and claims released herein, that Party will not be able to make any claim for any such losses or damages. Furthermore, the Parties acknowledge that they intend these consequences even as to claims for losses or damages that may exist as of the date of this Settlement Agreement but which the Parties hereto do not presently know to exist, and which if known, would have materially affected the Party’s decision to execute this Settlement Agreement.

1.4The Parties understand and agree the word “claims” to include all actions, claims, and grievances, whether actual or potential, known or unknown, and specifically but not exclusively all claims arising and relating directly or indirectly out of any of the facts, acts, omissions, events, damages and/or injuries arising from or relating in any way to any litigation which is pending between the Parties, that have arisen, or may arise in the future, or from or relating directly or indirectly from any and all events or relationships between the Parties. All such claims (including related fines, penalties, interest, attorneys’ fees and costs, rights of injunctive relief) are forever barred by this Agreement and without regard to whether those claims are based on any alleged breach of a duty arising in a statute, contract, or tort; any alleged unlawful act, including, without limitation, fraud and deceit, negligent misrepresentation, conversion of labor, breach of partnership, intentional interference with business contract, breach of contract; or any other claim or cause of action; and regardless of the forum in which it might be brought.

2.Agreements and Undertakings of the Parties. Concurrently with the execution of this Settlement Agreement, and as a conditioned precedent to the settlement of the Parties contemplated by this Settlement Agreement, the Parties shall enter into the following agreements and undertakings:

2.1Execution of Stock Purchase Agreement by DeFrank. DeFrank shall enter into that certain Stock Purchase Agreement, attached hereto as Exhibit 2.1, under which DeFrank agrees to sell an aggregate of 500,000 shares of common stock of KREN owned by DeFrank, for an aggregate purchase price of $60,000.

2.2Execution of Stock Purchase Agreement by Burnley. Burnley shall enter into that certain Stock Purchase Agreement, attached hereto as Exhibit 2.2, under which Burnley agrees to sell an aggregate of 300,000 shares of common stock of KREN owned by Burnley, for an aggregate purchase price of $24,000.

2.3Execution of Payment Split Agreement. DeFrank, Sloane and KREN shall enter into that certain Payment Split Agreement, attached hereto as Exhibit 2.3, under which either DeFrank or Sloane as the case may be shall pay to KREN fifty percent (50%) of all compensation and proceeds, whether in cash, non-cash or any other form, received by, or credited to, either DeFrank or Sloan, individually or jointly, under the “All of Me”/Producer Agreement dated April 23, 2004 by and among Katja Motion Picture Corp., Eclectic Filmworks, Inc., Sloane Squared, Ltd., Ira Posnansky and Christian DeFrank.

2.4Dismissal by KREN of Complaint in the matter of Kings Road Entertainment, Inc._vs. H. Martin DeFrank, Sloane Squared Ltd., et al. Within seven (7) business days of the Closing under the Stock Purchase Agreement attached hereto as Exhibit 2.1, KREN will execute, file and deliver a dismissal with prejudice, in the form attached hereto as Exhibit 2.4, of the complaint filed by KREN in the matter of Kings Road Entertainment Inc. vs. H. Martin DeFrank, Sloane Squared Ltd., et al., Los Angeles County Superior Court Case No. BC372716, and any and all claims and counterclaims contained therein.

2.5Dismissal by KREN of Complaint in the matter of Kings Road Entertainment, Inc._vs. H. Martin DeFrank, John Burnley, et al. Within seven (7) business days of the Closing under the Stock Purchase Agreements attached hereto as Exhibits 2.1 and 2.2, KREN and Holmes will execute, file and deliver a dismissal with prejudice, in the forms collectively attached hereto as Exhibit 2.5, of the complaint filed by KREN, George Moseman and Holmes in the matter of Kings Road Entertainment Inc., vs. H. Martin DeFrank, John Burnley, et al., Court Case No. BC386459, and any and all claims and counterclaims contained therein.

2.6Dismissal by DeFrank of the Cross-Complaint in the matter of DeFrank vs. Kings Road Entertainment, Inc. and Certain Directors. Within seven (7) business days of the Closing under the Stock Purchase Agreement attached hereto as Exhibit 2.1, DeFrank will execute, or cause to be executed and deliver to litigation counsel for KREN, in the form attached hereto as Exhibit 2.6, a dismissal with prejudice of the cross-complaint filed by DeFrank against KREN, Holmes and Brad Hoffman and a dismissal without prejudice against George Moseman in the matter of Kings Road Entertainment, Inc., vs. H. Martin DeFrank, et. al., Los Angeles County Superior Court Case No. BC372716, and any and all claims and counterclaims contained therein.

2.7Dismissal by Burnley of Complaint in the matter of John Burnley vs. Kings Road Entertainment, Inc., et al. Within seven (7) business days of the Closing under the Stock Purchase Agreement attached hereto as Exhibit 2.2, Burnley will execute, or cause to be executed and deliver to litigation counsel for KREN, a dismissal with prejudice against KREN, Holmes and all other parties except George Moseman which dismissal against George Moseman will be without prejudice, in a form satisfactory to KREN’s litigation counsel, of the complaint and any counter claims in the matter of John Burnley vs. Kings Road Entertainment Inc., George Moseman and Philip Holmes et al., Court Case No. BC374788, and any and all claims and counterclaims contained therein.

3.Representations, Warranties and Covenants of DeFrank.

3.1DeFrank represents and warrants that during his tenure as an officer and/or director of KREN he has made no other statements which have not yet been disclosed to the current board of directors of KREN.

3.2DeFrank represents and warrants that he has fully disclosed all agreements, commitments, promises, arrangements that he has made while an officer or director of KREN or on behalf of KREN and has provided copies of any such paperwork where these may be documented, and has not in or on behalf of or in the name of KREN entered into any other agreement or contract binding KREN.

3.3DeFrank represents and warrants that the shares of KREN to be delivered and transferred are the only shares he owns, and further that there are no other shares of KREN held beneficially or otherwise by DeFrank, in the name of any other third party for the benefit of DeFrank or in the name of any company or other entity in which DeFrank has a direct or indirect interest. DeFrank agrees that in event that it is discovered that DeFrank has any direct or indirect interest in any shares of KREN or that any shares of KREN are presented for transfer which are determined to be held by or for the benefit of DeFrank, that KREN through its transfer agent may place a stop transfer with regard to said shares and that the burden of proof shall be upon DeFrank or the presenter thereof, to provide demonstrable evidence that DeFrank has no direct or indirect interest in said shares. DeFrank individually and on behalf of any entity in which he has a direct or indirect interest, will not directly or indirectly acquire any shares of KREN, or any beneficial or other interest in any shares of KREN. DeFrank individually and on behalf of any entity in which he has a direct or indirect interest, agrees that in event that it is discovered that DeFrank has acquired any shares in KREN, or has any direct or indirect interest in any shares of KREN or that any shares of Kings Road are presented for transfer which are determined to be held by or for the benefit of DeFrank, that KREN through its transfer agent may place a stop transfer with regard to said shares and that the burden of proof shall be upon DeFrank or the presenter thereof, to provide demonstrable evidence that DeFrank has no direct or indirect interest in said shares.

3.4DeFrank individually and on behalf of any entity in which he has a direct or indirect interest, including without limitation, Sloane, shall not, for whatever reason, either directly or indirectly solicit, encourage, participate, entice or otherwise assist any party in making or filing any claim against KREN and its current or past officers or directors. DeFrank further agrees not to initiate any claim against George Moseman (other than a cross-complaint or cross claim in response to a claim or lawsuit filed by George Moseman against De Frank) which would trigger any rights of indemnification by KREN of George Moseman.

3.5DeFrank shall not, for a period of five (5) years following execution of this Settlement Agreement, for whatever reason, either directly or indirectly:

(a) Make known to any person, firm or corporation the names or addresses of any of the suppliers and vendors of KREN or any other information pertaining to them; or

(b)Call on, solicit, assist or attempt to call on, solicit, or assist any party in an effort to take customers away from KREN, with whom DeFrank became acquainted during the term of his employment with KREN, either for himself or for any other person, firm, or corporation; or

(c) Call on, solicit, assist or attempt to call on, solicit, or take away any employee of KREN, for himself or for any other person, firm, or corporation.

3.6DeFrank represents and warrants that, both individually and on behalf of any other entity in which he has a direct or indirect interest, the common law trademark of the name Kings Road Entertainment is owned exclusively by KREN, and hereby further agrees to refrain from any use of the name "Kings Road," "Kings Road Entertainment," "KREN," “Kingsroadscreen,” “Kingsroadmedia,” or any derivations, acronym or words or abbreviations of similar import, in any way or context, including but not limited to email addresses and agrees that the use of such name, derivations, acronym, words or abbreviations will entitle KREN to immediate injunction relief.

3.7DeFrank represents and warrants that he agrees to refrain from associating himself with the production of any of Kings Road movie assets except for the New Line/Katja remake project of “All of Me.”

3.8DeFrank individually and on behalf of Sloane or any Controlled entity in which he has a direct or indirect interest, represents and warrants this Agreement constitutes the valid and binding obligations of DeFrank, Sloane and any Controlled entity in which he has a direct or indirect interest, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by the availability of equitable remedies and defenses.

3.9DeFrank represents and warrants that neither the execution of this Settlement Agreement by DeFrank and Sloane or the consummation of the sale of the Shares (a) will result in the breach of any term or provision of, constitute a default under, or accelerate or change the performance otherwise required under, any agreement (including any loan agreement or promissory note), indenture, instrument, order, law or regulation to which DeFrank or Sloane is a party or by which DeFrank or Sloane is bound or (b) require the approval, consent, waiver, authorization or act of, or the making by DeFrank or Sloane of, any declaration, filing or registration with, any third party or any governmental authority.

3.10DeFrank individually and on behalf of Sloane or any Controlled entity in which he has a direct or indirect interest, acknowledges that he is freely and voluntarily entering into and executing this Agreement after having been advised to seek separate independent counsel of DeFrank’s choice for advice regarding this Agreement and any other legal rights pertaining to this Agreement. DeFrank has either been apprised of all relevant information and legal rights by legal counsel of his own choice, or has voluntarily chosen not to seek separate independent counsel for advice regarding this Agreement. In executing this Agreement, other than the representations and undertakings set forth in the Settlement Agreement, DeFrank does not rely on any inducements, promises, or representations made by the Purchaser, KREN, any officer, director, shareholder, agent, attorney or representative of KREN or any other party or person.

3.11DeFrank individually and on behalf of Sloane or any Controlled entity in which he has a direct or indirect interest, represents and warrants that DeFrank has all requisite power and authority to execute and deliver this Settlement Agreement, and any of the related agreements and documents, and to consummate any of the transactions contemplated hereby. This Settlement Agreement when duly executed and delivered by DeFrank individually and on behalf of Sloane or any Controlled entity in which he has a direct or indirect interest, constitutes the legal, valid, and binding obligation of DeFrank DeFrank, Sloane and any Controlled entity in which he has a direct or indirect interest in accordance with its terms.

4.Representations, Warranties and Covenants of Burnley.

4.1Burnley represents and warrants this Agreement constitutes the valid and binding obligations of Burnley, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by the availability of equitable remedies and defenses. Further that neither the execution of this Agreement by Burnley or the consummation of the sale of the Shares (a) will result in the breach of any term or provision of, constitute a default under, or accelerate or change the performance otherwise required under, any agreement (including any loan agreement or promissory note), indenture, instrument, order, law or regulation to which Burnley is a party or by which Burnley is bound or (b) require the approval, consent, waiver, authorization or act of, or the making by Burnley of, any declaration, filing or registration with, any third party or any governmental authority.

4.2Burnley acknowledges that he is freely and voluntarily entering into and executing this Agreement after having been advised to seek separate independent counsel of Burnley’s choice for advice regarding this Agreement and any other legal rights pertaining to this Agreement. Burnley has either been appraised of all relevant information and legal rights by legal counsel of his own choice, or has voluntarily chosen not to seek separate independent counsel for advice regarding this Agreement. In executing this Agreement, other than the representations and undertakings set forth in the Settlement Agreement, Burnley does not rely on any inducements, promises, or representations made by the Purchaser, KREN, any officer, director, shareholder, agent, attorney or representative of KREN or any other party or person.

4.3Burnley represents and warrants that Burnley has all requisite power and authority to execute and deliver this Settlement Agreement, and any of the related agreements and documents, and to consummate any of the transactions contemplated hereby. This Settlement Agreement when duly executed and delivered by Burnley, constitutes the legal, valid, and binding obligation of Burnley in accordance with its terms.

4.4Burnley agrees not to initiate any claim against George Moseman (other than a cross-complaint or cross claim in response to a claim or lawsuit filed by George Moseman against De Frank) which would trigger any rights of indemnification by KREN of George Moseman.

5.Representations, Warranties and Covenants of KREN.

5.1KREN represents and warrants that KREN has all requisite power and authority to execute and deliver this Settlement Agreement, and any of the related agreements and documents, and to consummate any of the transactions contemplated hereby or thereby. The execution and delivery of this Settlement Agreement and the consummation of the transactions contemplated hereby has been duly authorized by all necessary corporate action, and no other proceedings on the part of KREN is necessary to authorize this Settlement Agreement or to consummate the transactions contemplated hereby.

5.2KREN and Holmes represent and warrant that they shall not support or assist George Moseman in anyway, in the event that George Moseman proceeds with the prosecution of the complaint filed by George Moseman in the matter of Kings Road Entertainment Inc., vs. H. Martin DeFrank, John Burnley, et al., Court Case No. BC386459.

6.Notices. All notices, requests, demands and other communications under this Agreement, including any request or demand for indemnification under paragraph 3, shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given or within five (5) business days if mailed to the party to whom notice is to be given, by first-class mail, registered, or certified, postage prepaid and properly addressed as follows:

If to Kings Road, addressed to:

Kings Road Entertainment, Inc.

Attn: Philip Holmes, President

468 N. Camden Drive

Beverly Hills, CA 90210

With a copy to litigation counsel for Kings Road, addressed to:

Sherman & Nathanson

9454 Wilshire Blvd., Suite 820

Beverly Hills, CA 90212

and

Ropers, Majeski, Kohn & Bentley

Attn.: Richard L. Charnley, Esq.
515 S. Flower Street, 11^th Floor

Los Angeles, CA 90071

If to DeFrank, addressed to:

H. Martin DeFrank
316 S. Maryland Avenue #206
Glendale, CA 91206

If to Burnley, addressed to:

John Burnley
2 Aldersgate, Apt. 408
Riverhead, NY 11901

With a copv to litigation counsel for Burnley, addressed to:

Steve Dial, esq.

505 South Villa Real Drive, Suite 205
Anaheim Hills, CA 92807

Any notice mailed to any party hereunder will be deemed effective within five (5) business days of deposit in the United States mail.

7.Disclaimer of Liability.It is understood and agreed that this Settlement Agreement is a compromise of disputed claims, and that neither the mutual release specified above nor the negotiation of this settlement shall be considered as admissions of any liability whatsoever by anyone. It is understood that the Parties deny, any past or present wrongdoing, and no wrongdoing shall be implied from any negotiations or entry into this Agreement.

8.Payment of Costs and Expenses; Attorney’s Fees. Each party hereto shall be responsible for the payment of its own costs, expenses and attorneys’ fees in conjunction with the matters referred to herein. In the event litigation is commenced to interpret or enforce any of the provisions of this Agreement, to recover damages for the breach of any of the provisions of this Settlement Agreement, or to obtain declaratory relief in connection with any of the provisions of this Settlement Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the other party.

9.Confidentiality of Entire Agreement.

9.1The Parties and their attorneys, and each of their agents or persons acting for them, are prohibited from disclosing the nature and substance of the claims involved, settlement terms and conditions, and the history, background, negotiations, terms and conditions of all settlements with any individual other than their attorneys of record and/or advisers for income tax or other legal purposes. The Parties may make such disclosures to their attorneys or to any other person or entity such as accountants, auditors or insurers, shareholders, or any other similar entity or individual to whom such disclosure is required in the ordinary course of the business, or to any potential financing source, acquirer, investor or partner of KREN, or to anyone to whom disclosure is required by subpoena or other legal process or operation of law.

9.2The Parties and their attorneys, and each of their agents or persons acting for them, may not make any statements, either directly or indirectly, by implication or innuendo, to the press or media, concerning the fact or amount of settlement, the nature and substance of the claims resolved herein or describe or characterize the settlement in any way. The Parties and their attorneys, and each of their agents or persons acting for them, may not use their involvement in this settlement as the basis for speeches, interviews, seminars, articles, books or promotional materials of any kind. Any inquiry made of the Parties and their attorneys, and each of their agents or persons acting for them, into the subject matter of these settlement terms, by anyone, including the press or media, will be met by a statement that the disagreements were disposed of to the mutual satisfaction of the parties’ and that they have no further comment.

10.Further Assurances. Each of the Parties to this Agreement agrees to perform such further acts and to execute and deliver any and all further documents that may reasonably be necessary or desirable to effectuate the purpose of this Agreement.

11.Representation of Comprehension of Document, Undertakings and Representations and Warranties.

11.1In entering into this Agreement, the Parties hereto represent that they have read the contents of this Agreement, that the terms of this Agreement have been explained to them by their attorney, that those terms are fully understood and voluntarily accepted by them, that they have relied upon the legal advice of their respective attorney, who is an attorney of their own choosing, and that hereafter no such party shall deny the validity of this Agreement on the ground that he, she or it did not have adequate advice of counsel.

11.2Each party to this Agreement has made such investigation of the facts pertaining to this Agreement and of all the matters pertaining thereto as it deems necessary. In entering into this Agreement provided for herein, each party assumes the risk of any misrepresentation, concealment, or mistake. If any party should subsequently discover that any fact relied upon by it in entering into this Agreement was untrue, or that any fact was concealed from it, or that its understanding of the facts or of the law was incorrect, such party shall not be entitled to any relief in connection therewith, including, without limitation on the generality of the foregoing, any alleged right or claim to set aside or rescind this Agreement. This Agreement is intended to be and is final and binding between the parties hereto, regardless of any claims of misrepresentation, promise made without the intention of performing, concealment of fact, mistake of fact or law, or of any other circumstance whatsoever.

11.3Each party is aware that it may hereafter discover claims or facts in addition to or different from those it now knows or believes to be true with respect to the matters related herein. Nevertheless, it is the intention of the Parties to fully, finally, and forever settle and release all such matters and claims relative thereto, which do now exist, may exist, or heretofore have existed between them. In furtherance of such intention, the releases given herein shall be and remain in effect as full and complete mutual releases of all such matters, notwithstanding the discovery or existence of any additional or different claims or facts relative thereto.

12.Entire Agreement. This Settlement Agreement, together with Exhibits 2.1, 2.2, 2.3, 2.4, 2.5, 2.6 and 20, constitute the entire written agreement between the Parties, and with the exception of this agreements and instruments to be executed pursuant to the terms of this Settlement Agreement, there are no other agreements modifying its terms. The terms of this Settlement Agreement can only be modified by a writing signed by all of the parties which expressly states that such modification is intended, and this Settlement Agreement cannot be amended by a partially or fully executed oral modification.

13.Governing Law. This Agreement is being executed and delivered, and is intended to be performed, in the State of California, and to the extent permitted by law, the execution, validity, construction, and performance of this Agreement shall be construed and enforced in accordance with the laws of the State of California without giving effect to conflict of law principles. This Agreement shall be deemed made and entered into in Los Angeles County, State of California, United States of America; however, it is intended to resolve all claims, known or unknown, between KREN, Sloane, Burnley and DeFrank in any jurisdiction.

14.Waiver of Jury Trial. The Parties hereto hereby voluntarily and irrevocably waives trial by jury in any Proceeding brought in connection with this Settlement Agreement, any of the related agreements and documents, or any of the transactions contemplated hereby or thereby. For purposes of this Settlement Agreement, “Proceeding” includes any threatened, pending, or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, or completed proceeding, whether brought by or in the right of any party or otherwise and whether civil, criminal, administrative, or investigative, in which an Indemnified Party was, is, or will be involved as a party or otherwise.

15.Interpretation of Agreement.This Settlement Agreement shall not be construed against any party on the basis that his, her or its attorney drafted it as each Party and their respective legal counsel has had an opportunity to review, make comments, changes and modifications to the Settlement Agreement prior to its execution.

16.Signature in Counterpart; Facsimile Signatures.This Settlement Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile signatures shall be sufficient for execution of this Agreement.

17. Independent Advice of Counsel.The Parties hereto, and each of them, represent and declare that in executing this Settlement Agreement they relied solely upon their own judgment, belief, knowledge and the advice and recommendations of their own independently selected counsel, concerning the nature, extent, and duration of their rights and claims, and that they have not been influenced to any extent whatsoever in executing the Settlement Agreement by any representations or statements covering any matters made by any other party or that party’s representatives hereto.

18.Successors. This Settlement Agreement shall be binding upon the Parties and their heirs, representatives, administrators, successors and assigns, and shall inure to the benefit of the released parties and each of them, and to their heirs, representative, successors and assigns.

19.Severability. If any provision of this Settlement Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

20.Retention of Jurisdiction. Regarding KREN v. DeFrank, the DeFrank Cross-Complaint, KREN v. Burnley and Burnley v. KREN, the parties to such complaints and cross-complaints agree and stipulate that the Los Angeles County Superior Court may retain jurisdiction to enforce this Settlement Agreement under the terms of California Code of Civil Procedure Section 664.6. In order to advise the court of such stipulation, the parties, through counsel as appropriate, shall execute and file stipulations so advising the court in the forms collectively attached hereto as Exhibit 20. Such stipulations may be filed upon execution of this Settlement Agreement.

21.Exhibits. All of the Exhibits hereto are material provisions of this Settlement Agreement, and the terms of those Exhibits are expressly made part of this Settlement Agreement.

IN WITNESS THEREOF, each of the undersigned has executed this Settlement Agreement and General Mutual Release.

		KINGS ROAD ENTERTAINMENT, INC.
Dated:	July 8, 2008	/s/ Philip Holmes
		By: Philip Holmes
		Its: President
Dated:	July 8, 2008	/s/ Philip Holmes
		Philip Holmes, individually
Dated:	July 8, 2008	/s/ H. Martin DeFrank
		H. Martin DeFrank, individually
		(aka Christian DeFrank)
		SLOANE SQUARED LTD A UK Limited Liability Company
Dated:	July 8, 2008	/s/ H. Martin DeFrank
		By: H. Martin DeFrank
		Its: Managing Director
Dated:	July 8, 2008	/s/ John Burnley
		John Burnley, individually and
		doing business as Millennium
		Endeavour Broadcast Services

SPOUSE'S CONSENT

I, the undersigned, being the spouse of ____________________ who is a party to the foregoing Settlement Agreement and Mutual General Release, hereby acknowledge that I have read the same in its entirety and clearly understand that my spouse has agreed upon terms and provisions with respect to the any claims, shares of common stock of Kings Road Entertainment, Inc., rights under any agreements or options, which he or she owns and in which I may have a community property or other interest. I am fully convinced of the wisdom and equity of the terms and provisions thereof and of the benefits to myself in the entire plan of the Settlement Agreement. In consideration of the premises, I hereby expressly consent that my spouse execute the Settlement Agreement and I join in, accept, and consent to the terms and provisions thereof and agree to abide and to be bound thereby, and I do agree to execute and deliver all documents and to do all things reasonably necessary to carry out and complete the purposes thereof.

Furthermore, I, the undersigned, hereby appoint my spouse as my attorney-in-fact to represent me in all matters with regard to the Agreement; to bind my interests, jointly with his or her own, upon his or her execution of any document relating to the Agreement; and to do, on my behalf, all things reasonably necessary to carry out and complete the purposes of the Agreement, all without my further consent or authorization.

Spouse of

EX-10.2

EXHIBIT 10.2

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of June 25, 2008, by and between H. Martin DeFrank a.k.a. Christian DeFrank (“DeFrank”) and Kings Road Entertainment, Inc. (“KREN”) and is executed pursuant to and in conjunction with that certain Settlement Agreement and Mutual General Release (the “Settlement Agreement”) executed concurrently herewith by and among KREN, DeFrank and the other parties named therein.

RECITALS

A.Whereas, DeFrank owns 500,000 shares of the common stock of KREN, as represented by KREN certificates no. 3509 and 3583 representing 100,000 and 400,000 shares respectively.

B.Whereas, pursuant to and in conjunction with the terms of the Settlement Agreement, DeFrank, agrees to sell and KREN agrees to buy a total of five hundred thousand (500,000) shares of common stock of KREN (the “Shares”) owned by DeFrank, as provided in this Agreement.

C.Whereas, KREN and in order to facilitate the Settlement between KREN and DeFrank, as contemplated by the Settlement Agreement, for the benefit of all shareholders of KREN, has agreement to purchase the 500,000 shares of the common stock of KREN owned by DeFrank.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties to this Agreement hereby agree as follows:

AGREEMENT

1.Stock Purchase.

(a)Purchase Price. Contemporaneously with the execution of this Agreement, DeFrank shall convey, transfer and sell to KREN, and KREN shall purchase from DeFrank five hundred thousand (500,000) shares of common stock of KREN, for consideration of twelve cents ($0.12) per share for a total purchase price of sixty thousand dollars ($60,000.00) (the “Purchase Price”). Payment of the Purchase Price shall be made in the form of cash, check or wire transfer of immediately available funds or any combination thereof.

Deliveries by DeFrank. Contemporaneous with the execution of this Agreement, DeFrank shall deliver to Chachas Law Group P.C., Attention George G. Chachas, 2445 Fifth Avenue, Suite 440, San Diego, CA 92101, for processing with Computershare Trust Company (the “Transfer Agent”), original certificates representing 500,000 shares of common stock in KREN, as represented by KREN certificates no. 3509 and 3583 representing 100,000 and 400,000 shares respectively, along with Irrevocable Stock Powers with signature medallion guaranteed, such other certifications or documentation as required by the Transfer Agent, and an instruction letter to the Transfer Agent authorizing the Transfer Agent to effectuate the transfer and delivery of the 500,000 shares, to KREN.

(b)Deliveries by KREN. Contemporaneous with execution of this agreement, KREN shall deliver $60,000.00 in immediately available funds to Chachas Law Group Attorney-Client Trust account. Wire instructions are as follows:

Bank Name:	US Bank
Address	4330 La Jolla Village Drive, Suite 100 San Diego, CA 92122
ABA Routing No.:	122235821
Account No.	1534-56207304
Acct Name:	Chachas Law Group - Attorney Client Trust Account
Reference	KREN/ DeFrank

(c)Conditions to Closing; Deliveries on Closing. As a condition to the closing, the Settlement Agreement and all other documents, agreements and instruments to be executed pursuant to this Agreement shall have been executed and delivered. At such time as Chachas Law Group has received written confirmation from the Transfer Agent that the Transfer Agent has processed and completed the transfer and delivery of 500,000 shares to KREN, the Chachas Law Group shall deliver the $60,000.00 in immediately available funds via wire transfer to an account designated by DeFrank.

(d)The closing of the transactions contemplated by this Agreement (the “Closing”) on July 15, 2008 (or at such later date) and at such time as shall be agreed upon by the parties (the “Closing Date”). All proceedings to be taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceeding shall be deemed taken or any documents executed or delivered until all have been taken and delivered.

2.DeFrank’s Representations, Warranties, Covenants and Acknowledgements.

(a)DeFrank represents, warrants and acknowledges that as a prior officer and director of KREN, DeFrank is aware that KREN has been engaged in conversations with various companies and potential acquirers, potential sale or remake of films and its film library.

(b)DeFrank acknowledges that consideration to KREN shareholders in any such acquisition or sale of KREN may be in the form or combination of cash or securities of the acquiring company.

(c)DeFrank further acknowledges that the sale price for the 500,000 shares of common stock of KREN to KREN has been determined based on negotiations and the terms of this settlement and not on actual market value of the shares.

(d)DeFrank acknowledges that DeFrank is not relying upon any person, firm or corporation, in making his decision to sell the 500,000 shares to KREN.

(e)DeFrank further acknowledges and represents that he understands that the shares of common stock of KREN could appreciate in value considerably in the near term or otherwise in the future and notwithstanding such possibility the DeFrank desires to enter into this Stock Purchase Agreement for the sale of the 500,000 shares of common stock of KREN to KREN.

(f)DeFrank represents and warrants that the Shares to be conveyed, transferred and sold hereunder shall be transferred to KREN free and clear of all liens, claims, security interests and encumbrances of any nature whatsoever.

(g)DeFrank represents and warrants that other than the 500,000 shares of common stock of KREN held of record by DeFrank, as set forth in Recital A above, DeFrank does not own, directly or indirectly, of record or beneficially, any other shares of common stock of KREN.

(h)DeFrank represents and warrants that he has the capacity to enter into this Agreement to consummate the sale of the Shares and to comply with the terms, conditions and provisions of this Agreement.

(i)DeFrank represents and warrants this Agreement constitutes the valid and binding obligations of DeFrank, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by the availability of equitable remedies and defenses.

(j)Neither the execution of this Agreement by DeFrank or the consummation of the sale of the Shares (a) will result in the breach of any term or provision of, constitute a default under, or accelerate or change the performance otherwise required under, any agreement (including any loan agreement or promissory note), indenture, instrument, order, law or regulation to which DeFrank is a party or by which DeFrank is bound or (b) require the approval, consent, waiver, authorization or act of, or the making by DeFrank of, any declaration, filing or registration with, any third party or any governmental authority.

(k)DeFrank is not a party to any stockholder agreement, voting trust agreement or any other similar contract, agreement, arrangement, commitment, plan or understanding restricting or otherwise relating to the voting, dividend, ownership or transfer of the 500,000 shares being sold and transferred to KREN’s under this Agreement.

(l)DeFrank agrees that no KREN, or any officer, director, shareholder, agent, or employee of KREN, shall be liable to DeFrank for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the sale of the Shares by DeFrank, other than for payment of Shares as stated in Section 1(c) above.

(m)DeFrank acknowledges that he is freely and voluntarily entering into and executing this Agreement after having been advised to seek separate independent counsel of DeFrank’s choice for advice regarding this Agreement and any other legal rights pertaining to this Agreement. DeFrank has either been apprised of all relevant information and legal rights by legal counsel of his own choice, or has voluntarily chosen not to seek separate independent counsel for advice regarding this Agreement. In executing this Agreement, other than the representations and undertakings set forth in the Settlement Agreement, DeFrank does not rely on any inducements, promises, or representations made by KREN, KREN, any officer, director, shareholder, agent, attorney or representative of KREN or any other party or person.

3.KREN’ Representations, Warranties and Acknowledgements.

(a)KREN represents and warrants that he or it has the capacity to enter into this Agreement to consummate the purchase of the Shares and to comply with the terms, conditions and provisions of this Agreement.

(b)The execution, delivery and performance of this Agreement and all other agreements, documents and instruments contemplated by this Agreement to which a KREN is a party and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of such entity.

(c)KREN represents and warrants that this Agreement constitutes a valid and binding obligation of KREN, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by the availability of equitable remedies and defenses.

(d)KREN represents, warrants and acknowledges that the Shares are not registered under the Securities Act of 1933, as amended (the “1933 Act”), on the basis that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act pursuant to Section 4(1).

(e)KREN represents, warrants and acknowledges that he is aware that there is a very limited trading market in KREN shares and that KREN may not be able to resell his shares and that the Shares may be held indefinitely.

(f)KREN represents and warrants to the Company that he/it is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect and, for the purpose of Section 25102(f) of the California Corporations Code.

(g)KREN represents, warrants and acknowledges that they are aware of the financial condition of KREN, KREN’s operations, as well as the risk associated with the purchase and ownership of the Shares and that they are not relying upon DeFrank or any person, firm or corporation, in making a decision to purchase the Shares from DeFrank.

4.Notices. All notices, requests, demands and other communications under this Agreement, including any request or demand for indemnification under paragraph 5, shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given or within five (5) business days if mailed to the party to whom notice is to be given, by first-class mail, registered, or certified, postage prepaid and properly addressed as follows:

If to DeFrank, addressed to:

H. Martin DeFrank
316 S. Maryland Avenue #206
Glendale, CA 91206

If to KREN, addressed to:

Kings Road Entertainment, Inc.
Attn: Philip Holmes, President
468 N. Camden Drive
Beverly Hills, CA 90210

5.Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of DeFrank, any KREN or KREN. Where the context permits, “KREN” as used in this Agreement shall include KREN’s executor, administrator or other legal representative or the person or persons to whom KREN’s rights pass by will or the applicable laws of descent and distribution.

6.Governing Law. This Agreement is being executed and delivered, and is intended to be performed, in the State of California, and to the extent permitted by law, the execution, validity, construction, and performance of this Agreement shall be construed and enforced in accordance with the laws of California. This Agreement shall be deemed made and entered into in Los Angeles County, State of California, United States of America.

7.Counterparts; Facsimile Signatures. This Settlement Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Facsimile signatures shall be sufficient for execution of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement the day and year first above written.

SELLER

/s/ H. Martin DeFrank

H. Martin DeFrank, individually

(aka Christian DeFrank)

KINGS ROAD ENTERTAINMENT, INC.

/s/ Philip Holmes

By: Philip Holmes

Its: President

EX-10.3

EXHIBIT 10.3

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of June 25, 2008, by and between John Burnley (“Burnley”) and Kings Road Entertainment, Inc. (“KREN”) and is executed pursuant to and in conjunction with that certain Settlement Agreement and Mutual General Release (the “Settlement Agreement”) executed concurrently herewith by and among KREN, Burnley and the other parties named therein.

RECITALS

A.Whereas, Burnley, along with his immediate family and relatives owns 318,300 shares of common stock of KREN.

B.Whereas, pursuant to and in conjunction with the terms of the Settlement Agreement, Burnley, agrees to sell and KREN agrees to buy a total of three hundred thousand (300,000) shares of common stock of KREN (the “Shares”) owned by Burnley, as provided in this Agreement.

C.Whereas, KREN and in order to facilitate the Settlement between KREN and Burnley, as contemplated by the Settlement Agreement, for the benefit of all shareholders of KREN, has agreement to purchase the 300,000 shares of the common stock of KREN owned by Burnley.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties to this Agreement hereby agree as follows:

AGREEMENT

1.Stock Purchase.

(a)Purchase Price. Contemporaneously with the execution of this Agreement, Burnley shall convey, transfer and sell to KREN, and KREN shall purchase from Burnley three hundred thousand (300,000) shares of common stock of KREN, for consideration of eight cents ($0.08) per share for a total purchase price of twenty four thousand dollars ($24,000.00) (the “Purchase Price”). Payment of the Purchase Price shall be made in the form of cash, check or wire transfer of immediately available funds or any combination thereof.

(b)Deliveries by Burnley. Contemporaneous with the execution of this Agreement, Burnley shall deliver the Chachas Law Group P.C., Attention George G. Chachas, 2445 Fifth Avenue, Suite 440, San Diego, CA 92101, for processing with Computershare Trust Company (the “Transfer Agent”), original certificates representing 300,000 shares of common stock in KREN, as represented by KREN certificate no. KR 3582, along with an Irrevocable Stock Power with signature medallion guaranteed, such other certifications or documentation as required by the Transfer Agent, and an instruction letter to the Transfer Agent authorizing the Transfer Agent to effectuate the transfer and delivery of 300,000 shares to KREN.

(c)Deliveries by KREN. Contemporaneous with execution of this agreement, KREN shall deliver $24,000.00 in immediately available funds to Chachas Law Group Attorney-Client Trust account. Wire instructions are as follows:

Bank Name:	US Bank
Address	4330 La Jolla Village Drive, Suite 100 San Diego, CA 92122
ABA Routing No.:	122235821
Account No.	1534-56207304
Acct Name:	Chachas Law Group - Attorney Client Trust Account
Reference	KREN/ John Burnley

(d)Conditions to Closing; Deliveries on Closing. As a condition to the closing, the Settlement Agreement and all other documents, agreements and instruments to be executed pursuant to this Agreement shall have been executed and delivered. At such time as Chachas Law Group has received written confirmation from the Transfer Agent that the Transfer Agent has processed and completed the transfer and delivery of the 300,000 shares to KREN, Chachas Law Group shall deliver the $24,000.00 in immediately available funds via wire transfer to an account designated by Burnley.

(e)The closing of the transactions contemplated by this Agreement (the “Closing”) on July 15, 2008 (or at such later date) and at such time as shall be agreed upon by the parties (the “Closing Date”). All proceedings to be taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceeding shall be deemed taken or any documents executed or delivered until all have been taken and delivered.

2.Burnley’s Representations, Warranties, Covenants and Acknowledgements.

(a)Burnley further acknowledges that the sale price for the 300,000 shares of common stock of KREN to KREN has been determined based on negotiations and the terms of this settlement and not on actual market value of the shares.

(b)Burnley acknowledges that Burnley is not relying upon any person, firm or corporation, in making his decision to sell the 300,000 shares to KREN.

(c)Burnley further acknowledges and represents that he understands that the shares of common stock of KREN could appreciate in value considerably in the near term or otherwise in the future and notwithstanding such possibility, Burnley desires to enter into this Stock Purchase Agreement for the sale of the 300,000 shares of common stock of KREN to KREN.

(d)Burnley represents and warrants that the Shares to be conveyed, transferred and sold hereunder shall be transferred to KREN free and clear of all liens, claims, security interests and encumbrances of any nature whatsoever.

(e)Burnley represents and warrants that other than the 300,000 shares of common stock of KREN subject to transfer under this Agreement that an additional 18,300 shares of common stock of KREN are held of record by Burnley, and his immediate family and relatives as set forth in Recital A above, Burnley does not own, directly or indirectly, of record or beneficially, any other shares of common stock of KREN.

(f)Burnley represents and warrants that he has the capacity to enter into this Agreement to consummate the sale of the Shares and to comply with the terms, conditions and provisions of this Agreement.

(g)Burnley represents and warrants this Agreement constitutes the valid and binding obligations of Burnley, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by the availability of equitable remedies and defenses.

(h)Neither the execution of this Agreement by Burnley or the consummation of the sale of the Shares (a) will result in the breach of any term or provision of, constitute a default under, or accelerate or change the performance otherwise required under, any agreement (including any loan agreement or promissory note), indenture, instrument, order, law or regulation to which Burnley is a party or by which Burnley is bound or (b) require the approval, consent, waiver, authorization or act of, or the making by Burnley of, any declaration, filing or registration with, any third party or any governmental authority.

(i)Burnley is not a party to any stockholder agreement, voting trust agreement or any other similar contract, agreement, arrangement, commitment, plan or understanding restricting or otherwise relating to the voting, dividend, ownership or transfer of the 300,000 shares being sold and transferred to KREN’s under this Agreement.

(j)Burnley agrees that no KREN, or any officer, director, shareholder, agent, or employee of KREN, shall be liable to Burnley for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the sale of the Shares by Burnley, other than for payment of Shares as stated in Section 1(c) above.

(k)Burnley acknowledges that he is freely and voluntarily entering into and executing this Agreement after having been advised to seek separate independent counsel of Burnley’s choice for advice regarding this Agreement and any other legal rights pertaining to this Agreement. Burnley has either been appraised of all relevant information and legal rights by legal counsel of his own choice, or has voluntarily chosen not to seek separate independent counsel for advice regarding this Agreement. In executing this Agreement, other than the representations and undertakings set forth in the Settlement Agreement, Burnley does not rely on any inducements, promises, or representations made by KREN, KREN, any officer, director, shareholder, agent, attorney or representative of KREN or any other party or person.

3.KREN’ Representations, Warranties and Acknowledgements.

(a)KREN represents and warrants that he or it has the capacity to enter into this Agreement to consummate the purchase of the Shares and to comply with the terms, conditions and provisions of this Agreement.

(b)The execution, delivery and performance of this Agreement and all other agreements, documents and instruments contemplated by this Agreement to which a KREN is a party and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of such entity.

(c)KREN represents and warrants that this Agreement constitutes a valid and binding obligation of KREN, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by the availability of equitable remedies and defenses.

(d)KREN represents, warrants and acknowledges that the Shares are not registered under the Securities Act of 1933, as amended (the “1933 Act”), on the basis that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act pursuant to Section 4(1).

(e)KREN represents, warrants and acknowledges that he is aware that there is a very limited trading market in KREN shares and that KREN may not be able to resell his shares and that the Shares may be held indefinitely.

(f)KREN represents and warrants to the Company that he/it is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect and, for the purpose of Section 25102(f) of the California Corporations Code.

(g)KREN represents, warrants and acknowledges that they are aware of the financial condition of KREN, KREN’s operations, as well as the risk associated with the purchase and ownership of the Shares and that they are not relying upon Burnley or any person, firm or corporation, in making a decision to purchase the Shares from Burnley.

4.Notices. All notices, requests, demands and other communications under this Agreement, including any request or demand for indemnification under paragraph 5, shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given or within five (5) business days if mailed to the party to whom notice is to be given, by first-class mail, registered, or certified, postage prepaid and properly addressed as follows:

If to Burnley, addressed to:

John Burnley
2 Aldersgate, Apt. 408
Riverhead, NY 11901

If to KREN, addressed to:

Kings Road Entertainment, Inc.
Attn: Philip Holmes, President
468 N. Camden Drive
Beverly Hills, CA 90210

5.Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of Burnley, any KREN or KREN. Where the context permits, “KREN” as used in this Agreement shall include KREN’s executor, administrator or other legal representative or the person or persons to whom KREN’s rights pass by will or the applicable laws of descent and distribution.

6.Governing Law. This Agreement is being executed and delivered, and is intended to be performed, in the State of California, and to the extent permitted by law, the execution, validity, construction, and performance of this Agreement shall be construed and enforced in accordance with the laws of California. This Agreement shall be deemed made and entered into in Los Angeles County, State of California, United States of America.

7.Counterparts; Facsimile Signatures. This Settlement Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Facsimile signatures shall be sufficient for execution of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement the day and year first above written.

SELLER

/s/ John Burnley

John Burnley

KINGS ROAD ENTERTAINMENT, INC.

/s/ Philip Holmes

By: Philip Holmes

Its: President