Unassociated Document


    
      

    

    Exhibit
10.2

    


    


    EXECUTION
VERSION

    


    


    NON-COMPETITION
AGREEMENT

    


    This
Non-Competition Agreement dated June ____, 2008 (the "Non-Competition
Agreement"), is by and among Rick’s Cabaret International, Inc., Texas
corporation, (“Rick’s”),  RCI Entertainment (Northwest Highway), Inc.,
a Texas corporation (the “Buyer”) and John Auletta (“Auletta”).

    


    W
I T N E S S E T H:

    


    WHEREAS, the parties entered
into an Asset Purchase Agreement dated May 10, 2008 (the “Asset Purchase
Agreement”), between the Buyer, Rick’s,  North by East Entertainment,
Ltd., a Texas limited partnership (the “Seller”) by and through its general
partner, Northeast Platinum, LLC, a Texas limited liability company (the
“General Partner”) and Auletta pursuant to which Buyer will acquire the assets
of Seller for a total cash purchase price of $1,500,000 (the
“Transaction”).

    


    WHEREAS, Seller owns and
operates an adult entertainment cabaret known as “Platinum Club II” (the
“Business”), located at 10557 Wire Way, Dallas, Texas  75220 (the
“Real Property”).

    


    WHEREAS, pursuant to the terms
and condition of the Asset Purchase Agreement, Seller has agreed to sell to
Buyer all of the assets related to the Business (the “Acquisition”);
and

    


    WHEREAS, Auletta is the sole
principal of the Seller and will benefit from the Transaction; and

    


    WHEREAS, in connection with
the Transaction, Buyer has agreed to pay Seller consideration as more fully
described in the Asset Purchase Agreement; and

    


    WHEREAS, Buyer and Rick’s
require that Auletta enter into this Non-Competition Agreement as a condition to
Buyer and Rick’s entering into the Transaction; and

    


    WHEREAS, Auletta agree to
enter into this Non-Competition Agreement in consideration of acts on the part
of Buyer and Rick’s as contemplated by the Transaction; and

    


    WHEREAS, all terms not defined
herein shall have the meaning set forth in the Asset Purchase
Agreement.

    


    NOW, THEREFORE, in
consideration of the premises, the closing of the Transaction and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.           Covenants.      From
and after the date of this Non-Competition Agreement through and including the
five (5) year period immediately following the date of this Non-Competition
Agreement (such five (5) year period, the “Restricted Period”), Auletta shall
not compete with  Rick’s or Buyer or any of Rick’s subsidiaries or
affiliates, or the club known as “Platinum Club II”, and shall not either
individually or jointly, directly or indirectly, whether for compensation or
not, alone or in association with any other person or entity, without the
express written consent of Rick’s by:

    


    
      	
               
      

            	
              (a)

            	
              Owning
      or sharing in the earnings of, carry on, manage, operate, control, be
      engaged in, render services to, solicit customers for, participate in or
      otherwise be connected with, any business engaged in the operation of an
      establishment with an urban theme that both serves liquor and provides
      live female nude or semi-nude adult entertainment in Dallas
      County,  Tarrant County, Texas, or any of the adjacent counties
      thereto; provided, however, that the Non-Competition Agreement will permit
      Auletta the right to own and/or operate an establishment without an urban
      theme that both serves liquor and provides live female nude or semi-nude
      adult entertainment in Dallas County, Texas, Tarrant County, Texas, or any
      of the adjacent counties thereto;
or

            


    

    
      	 	 	 
	
               
      

            	
              (b)

            	
              Soliciting
      or inducing, or attempting to solicit or induce, any employee, independent
      contractor, or agent or consultant of Rick’s or Platinum Club II to leave
      his or her employment or terminate his or her agreement or relationship
      with Rick’s or the Platinum Club
II.

            


    

    


    2.           Acknowledgments
and Agreements of Auletta.  Auletta
acknowledges and agrees that:

    


    
      	
               
      

            	
              (a)

            	
              Due
      to the nature of Rick’s and Buyer’s business, the foregoing covenants
      place no greater restraint upon Auletta than is reasonably necessary to
      protect the business and goodwill of Rick’s or the
  Buyer;

            


    

    


    
      	
               
      

            	
              (b)

            	
              These
      covenants protect a legitimate interest of Rick’s and the Buyer and do not
      serve solely to limit Rick’s and the Buyer’s future
      competition;

            


    

    


    
      	
               
      

            	
              (c)

            	
              This
      Non-Competition Agreement is not an invalid or unreasonable restraint of
      trade;

            


    

    


    
      	
               
      

            	
              (d)

            	
              A
      breach of these covenants by Auletta would cause irreparable damage to
      Rick’s and Buyer;

            


    

    


    
      	
               
      

            	
              (e)

            	
              These
      covenants will not preclude Auletta from becoming gainfully employed
      following the closing of the Asset Purchase
  Agreement;

            


    

    


    
      	
               
      

            	
              (f)

            	
              These
      covenants are reasonable in scope and are reasonably necessary to protect
      Rick’s and the Buyer’s business and goodwill and valuable and extensive
      trade which Rick’s has established through its own expense and
      effort;

            


    


    
      
         


      

      
        Non-Competition
Agreement - Page 2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (g)

            	
              The
      signing of this Non-Competition Agreement is necessary as part of the
      consummation of the Transaction previously discussed;
  and

            


    

    


    
      	
               
      

            	
              (h)

            	
              Auletta
      has carefully read and considered all provisions of this Non-Competition
      Agreement and agrees that all of the restrictions set forth are fair and
      reasonable and are reasonably required for the protection of the interests
      of Rick’s and the Buyer.

            


    

    


    3.           Remedies,
Injunction.  In the event of
an actual breach of any provisions of this Non-Competition Agreement by Auletta,
Auletta agrees that Rick’s and the Buyer shall be entitled to a temporary
restraining order, preliminary injunction and/or permanent injunction
restraining and enjoining Auletta from violating the provisions
herein.  Nothing in this Non-Competition Agreement shall be construed
to prohibit Rick’s or Buyer from pursuing any other available remedies for such
breach or threatened breach, including the recovery of damages from
Auletta.  Auletta further agrees that, for the purpose of any such
injunction proceeding, it shall be presumed that Rick’s and the Buyer’s legal
remedies would be inadequate and that Rick’s and the Buyer would suffer
irreparable harm as a result of any violation of the provisions of this
Non-Competition Agreement by Auletta.

    


    4.           Severability.  In the event that
any of the provisions of this Non-Competition Agreement are held to be invalid
or unenforceable in whole or in part, those provisions to the extent enforceable
and all other provisions shall nevertheless continue to be valid and enforceable
as though the invalid or unenforceable parts had not been included in this
Non-Competition Agreement.  In the event that any provision relating
to the time period or scope of a restriction shall be declared by a court of
competent jurisdiction to exceed the maximum time period or scope such court
deems reasonable and enforceable, then the time period or scope of the
restriction deemed reasonable and enforceable by the court shall become and
shall thereafter be the maximum time period or the applicable scope of the
restriction.  Auletta further agrees that such covenants and/or any
portion thereof are severable, separate and independent, and should any specific
restriction or the application thereof, to any person, firm, corporation, or
situation be held to be invalid, that holding shall not affect the remainder of
such provisions or covenants.

    


    5.           General
Provisions.

    


    
      	
               
      

            	
              (a)

            	
              Notices.  Any
      notices to be given hereunder by either party to the other may be effected
      either by personal delivery in writing or by mail, registered or
      certified, postage prepaid with return receipt requested or by a
      recognized overnight delivery service.  Mailed notices shall be
      addressed to the parties at the addresses set forth below, but each party
      may change their address by written notice in accordance with this
      Paragraph (a).  Notices delivered person­ally shall be
      deemed communicated as of actual receipt; mailed notices shall be deemed
      communicated as of three (3) days after mailing; and overnight delivery
      service shall be deemed delivered one (1) day after depositing with the
      overnight delivery service.

            


    

    


    
      	
               
      

            	
              If
      to Rick’s, Buyer

            	
              Eric
      Langan, President

            


    

    10959
Cutten Road

    Houston,
Texas 77066


    
      
         


      

      
        Non-Competition
Agreement - Page 3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              With
      a copy to:

            	
              Mr.
      Robert D. Axelrod

            


    

    Axelrod,
Smith & Kirshbaum

    5300
Memorial Drive, Suite 700

    Houston,
Texas 77007

    


    
      	
               
      

            	
              If
      to Auletta:

            	
              John
      Auletta

            


    

    1595 N.
Central Expressway

    Richardson,
Texas 75080

    


    
      	
               
      

            	
              With
      a copy to:

            	
              Art
      Selander

            


    

    Quilling,
Selander, Cummiskey & Lownds, P.C.

    2001
Bryan Street, Suite 1800

    Dallas,
Texas 75201


    


    


    
      	
               
      

            	
              (b)

            	
              Law Governing Non-Competition
      Agreement and Venue.  This Non-Competition Agreement
      shall be governed by, and construed in accordance with, the laws of the
      State of Texas, without regard to principles of conflict of
      laws.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Execution.  This
      Agreement may be executed in two or more counterparts, all of which when
      taken together shall be considered one and the same agreement and shall
      become effective when counterparts have been signed by each party and
      delivered to the other party, it being understood that both parties need
      not sign the same counterpart.  In the event that any signature
      is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
      format data file, such signature shall create a valid and binding
      obligation of the party executing (or on whose behalf such signature is
      executed) with the same force and effect as if such facsimile or “.pdf”
      signature page were an original
thereof.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Contract Terms to be
      Exclusive.  This Non-Competition Agreement contains the
      sole and entire agreement between the parties and shall supersede any and
      all other agreements between the parties with respect to the agreement of
      Auletta not to compete with Rick’s or the
Buyer.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Waiver or Modification
      Ineffective Unless in Writing.  It is further agreed that
      no waiver or modification of this Non-Competition Agreement or of any
      covenant, condition, or limitation herein contained shall be valid unless
      in writing and duly executed by the party to be charged therewith and that
      no evidence of any waiver or modification shall be offered or received in
      evidence in any proceeding or litigation between the parties hereto
      arising out of or affecting this Non-Competition Agreement, or the rights
      or obligations of any party hereunder, unless such waiver or modification
      is in writing, duly executed as
aforesaid.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Assignment.  The
      rights and benefits of Rick’s and the Buyer under this Non-Competition
      Agreement shall inure to the benefit of and be binding upon the successors
      and assigns of Rick’s and the Buyer.  The rights of Auletta
      hereunder are personal and nontransferable except that the rights and
      benefits hereof shall inure to the benefit of the heirs, executors and
      legal representatives of Auletta.

            


    

    


    
      
        
        

      

      
        Non-Competition
Agreement - Page 4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (g)

            	
              Binding
      Effect.  Except as otherwise provided herein, this
      Non-Competition Agreement shall be binding upon and inure to the benefit
      of the parties hereto and their respective successors and
      assigns.

            


    

    


    


    IN
WITNESS WHEREOF, this Non-Competition Agreement has been executed as of the
______ day of June, 2008.

    


    


    
      	 
      	
              RICK’S
      CABARET INTERNATIONAL, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Eric Langan

            
	 
      	 
      	
               
      Eric Langan, President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              RCI
      ENTERTAINMENT (NORTHWEST HIGHWAY), INC.

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Eric Langan 

            
	 
      	 
      	
               
      Eric Langan, President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	/s/ John Auletta
	 
      	John
      Auletta, Individually


    

    


     

    Non-Competition Agreement -
Page 5