BILL OF SALE, ASSIGNMENT AND INDEMNIFICATION AGREEMENT

Exhibit 10.2

This BILL OF SALE, ASSIGNMENT AND INDEMNIFICATION AGREEMENT (the “ Agreement ” ) is entered into to be effective the 12 ^th day of May, 2009, by and between REGENT ENTERTAINMENT MEDIA INC. , a Delaware Corporation (“ Assignor ” ), whose address is 10990 Wilshire Blvd, Penthouse Floor, Los Angeles, California 90024, and STEPHEN P. JARCHOW, an individual, and PAUL COLICHMAN, an individual (hereinafter collectively referred to as the “ Assignee ” ), whose respective addresses are 8411 Preston Road, Suite 740, Dallas, Texas 75225 and 10990 Wilshire Blvd, Penthouse Floor, Los Angeles, CA 90024.

For the sum of Four Hundred Eighty Thousand Dollars ($480,000.00) from STEPHEN P. JARCHOW and the sum of Three Hundred Twenty Thousand Dollars ($320,000.00) from PAUL COLICHMAN , and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Assignor hereby sells, transfers, assigns and conveys to Assignee all right, title and interest of Assignor in and to those certain accounts receivable derived from the “insertion orders” related thereto which are itemized and described in Exhibit “A” attached hereto and made a part hereof (the “ Assigned Accounts ” ) .

TO HAVE AND TO HOLD the Assigned Accounts unto Assignee, its successors and assigns, forever, and Assignor does hereby bind itself and its successors and assigns, to WARRANT and FOREVER DEFEND , all and singular, title to the Assigned Accounts unto the Assignee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any party thereof. Said assignment is made with full right of recourse by Assignee back against Assignor.

2. Assignor covenants, warrants and represents that: (a) Exhibit “A” sets forth as of the date hereof all of the Assigned Accounts which are being assigned to Assignee; (b) that Assignor is the owner of all of the Assigned Accounts; (c) the amounts stated in Exhibit “A” are the amounts due and owing on each of the said Assigned Accounts as of the date of this Agreement; and (d) that no Assigned Account has been prepaid to Assignor or any other party or fund and that the amounts stated in Exhibit “A” are the outstanding amounts still left due and owing to Assignor and which is being assigned to Assignee.

3. Assignor warrants and represents that all of the duties and obligations under the Assigned Accounts have been fulfilled by Assignor and that the only obligation remaining is the payment by the various third parties of the balance due and owing under the Assigned Accounts. Assignor agrees to indemnify, save and hold harmless Assignee from any cost, liability, damage or expense (including attorney’s fees) arising out of or relating to Assignor’s failure to perform any of the obligations arising under the terms of the Assigned Accounts.