EXHIBIT 10.2

             MODIFICATION OF LOAN AND CONVERTIBLE DEBENTURE PURCHASE
                  AGREEMENTS AND RELATED TRANSACTION DOCUMENTS

     THIS MODIFICATION OF LOAN AND CONVERTIBLE DEBENTURE PURCHASE AGREEMENTS AND
RELATED TRANSACTION DOCUMENTS (this "Agreement"), is made and entered into as of
November 14, 2002 between Scores Holding Company,  Inc., a corporation organized
and  existing  under the laws of the State of Utah (the  "Company"),  HEM Mutual
Assurance  Fund  Limited,  a Hong  Kong  corporation  ("HEM  I") and HEM  Mutual
Assurance Fund Limited,  LLC, a limited  liability company ("HEM II") and Kaplan
Gottbetter & Levenson, LLP ("Escrow Agent").

     WHEREAS,  the Company and HEM I entered into a Loan  Agreement  dated as of
August 7,  2002  (the  "Loan  Agreement"),  pursuant  to which HEM I lent to the
Company the sum of one million dollars ($1,000,000),  which loan is evidenced by
a promissory note dated as of August 7, 2002 (the "Promissory Note").

     WHEREAS,  Heir Holding Company,  Inc., a corporation organized and existing
under the laws of the State of Delaware ("Heir"),  and a wholly owned subsidiary
of the Company,  entered into a Convertible  Debenture  Purchase Agreement under
Rule 504  under the  Securities  Act of 1933  (the  "504  Purchase  Agreement"),
pursuant to which HEM I purchased the Company's 1% Convertible  Debenture in the
principal amount of one million dollars ($1,000,000) (the "504 Debenture").  The
Company has  assumed all of Heir's  obligations  and  liabilities  under the 504
Purchase Agreement and the 504 Debenture, and for all purposes of this Agreement
the  Company  is  considered  to be the  primary  obligor  on the  504  Purchase
Agreement and the 504 Debenture.

     WHEREAS;  the  Company  and HEM II  entered  into a  Convertible  Debenture
Purchase Agreement dated as of August 7, 2002 involving a "PIPE" investment (the
"PIPE Purchase  Agreement"),  pursuant to which, among other things, the Company
agreed to issue a 1% Convertible Debenture (the "PIPE Debenture") to HEM II at a
closing that would occur after certain conditions were met or satisfied.

     WHEREAS,  pursuant to the PIPE  Purchase  Agreement  the  Company  issued a
Common Stock Purchase Warrant for five hundred thousand  (500,000) shares of the
Company's common stock (the  "Termination  Warrant"),  in the name of HEM II and
delivered it to Kaplan Gottbetter & Levenson (the "Escrow Agent"), to be held in
escrow, pursuant to the terms of an Escrow Agreement dated as of August 7, 2002,
among HEM II, the Company and the Escrow Agent (the "Escrow Agreement").

     WHEREAS,  pursuant to the PIPE  Purchase  Agreement  the Company and HEM II
executed a Special  Registration  Rights  Agreement  (the  "Registration  Rights
Agreement"), dated as of August 7, 2002, and delivered it to the Escrow Agent to
be  held  in  escrow  pursuant  to  the  terms  of  the  Escrow  Agreement.  The
Registration  Rights Agreement grants certain piggyback  registration  rights to
HEM II.


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<PAGE>

     WHEREAS,  the Company,  HEM I, HEM II and Escrow Agent desire to modify the
terms of the Loan  Agreement,  Promissory  Note,  504  Purchase  Agreement,  504
Debenture and the PIPE Purchase Agreement.

     NOW, THEREFORE,  in consideration of the mutual covenants contained in this
Agreement, the Company , HEM I, HEM II and Escrow Agent agree as follows:

     1.   Certain Definitions.  Capitalized terms used in this Agreement and not
          defined  herein  shall have the  meanings  ascribed to them in the 504
          Purchase  Agreement  and the PIPE Purchase  Agreement,  as the context
          requires.

     2.   Prepayment of Promissory Note and 504 Debenture. The Company and HEM I
          warrant and represent that the  outstanding  principal  balance of the
          Promissory   Note  is  one  million  dollars   ($1,000,000)   and  the
          outstanding  principal  balance of the 504  Debenture is eight hundred
          thirty thousand dollars  ($830,000).  The balance of the 504 Debenture
          is   determined   after   taking   Section  8  below   into   account.
          Notwithstanding  anything to the contrary set forth in the  Promissory
          Note or the 504  Debenture,  the Company  shall prepay the  Promissory
          Note and the 504  Debenture,  making  payment in the  manner  provided
          therein, as follows:

          (a)  a payment in the amount of four hundred seventy  thousand dollars
               ($470,000), shall be due and payable on November 15, 2002;

          (b)  a  payment  in  the  amount  of  five  hundred  thousand  dollars
               ($500,000), shall be due and payable on December 15, 2002;

          (c)  a  payment  in  the  amount  of  five  hundred  thousand  dollars
               ($500,000), shall be due and payable on February 15, 2003;

          (d)  a  payment  in  the  amount  of  five  hundred  thousand  dollars
               ($500,000), shall be due and payable on March 15, 2003; and

          (e)  a  payment  in  the  amount  of  five  hundred  thousand  dollars
               ($500,000),   shall  be  due  and  payable  on  March  31,  2003,
               (collectively,  the  payments  due under  this  section 2 are the
               "Mandatory Prepayments").

          If each of the  Mandatory  Prepayments  are paid when due, the Company
          will  have  paid  and HEM I will  have  received  a  premium  equal to
          approximately  thirty-five percent (35%) of the outstanding  principal
          amounts of the  Promissory  Note and 504 Debenture at the time of each
          such Mandatory  Prepayment.  The Mandatory Prepayments will be made in
          lieu  of  the  redemption  premium  of  forty  percent  (40%)  of  the
          outstanding principal amount of the 504 Debenture set forth in section
          5 of the 504  Debenture.  The Mandatory  Prepayments  shall be applied
          against the Promissory  Note and the 504 Debenture and shall leave the
          remaining  unpaid  principal  balances  thereon  in the manner and the
          amounts described in Schedule 1 attached hereto.


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<PAGE>

     3.   Notation on Promissory Note and 504 Debenture.  The original  executed
          copy of each of the  Promissory  Note and the 504  Debenture  shall be
          endorsed  with a legend on the face  thereof  which states as follows:
          "The terms of  payment of this  instrument  have been  modified  by an
          Agreement  dated  [the  date of this  Agreement],  a copy of  which is
          annexed  to  this  instrument.  Any  assignee  or  transferee  of this
          instrument takes it subject to the terms of said Agreement."

     4.   Grace  Period.  The  Company  shall  have a grace  period  of five (5)
          business  days  following  the  due  date  of  each  of the  Mandatory
          Prepayments before it shall be in default of its obligations under the
          Promissory Note, the 504 Debenture or this Agreement..

     5.   Default.  In the  event  of a  default  in the  payment  of any of the
          Mandatory Prepayments, the Promissory Note and the 504 Debenture shall
          both be in  default  and an Event of  Default  will be  deemed to have
          occurred thereunder, entitling the holders thereof to exercise any and
          all  remedies  available to them in the event of such default or Event
          of Default.

     6.   Termination Warrant and Registration Rights Agreement. Notwithstanding
          anything to the contrary set forth in the PIPE Purchase Agreement, the
          Company consents and agrees to the delivery of the Termination Warrant
          and  Registration   Rights  Agreement   (granting   certain  piggyback
          registration  rights to HEM II) by the Escrow  Agent to HEM II. HEM II
          acknowledges  receipt  of the  Termination  Warrant  and  Registration
          Rights Agreement. Upon delivery to HEM II, the Termination Warrant and
          Registration  Rights  Agreement  shall be in full  force and effect in
          accordance  with their terms and conditions.  Simultaneously  with the
          execution of this Agreement and delivery of the Termination Warrant to
          HEM II, HEM II shall exercise the  Termination  Warrant.  The exercise
          price for the  Termination  Warrant shall be delivered to the Company,
          and five (5)  certificates in  denominations  of one hundred  thousand
          (100,000)  shares  each,   representing  the  shares   underlying  the
          Termination Warrant (the "Warrant Shares"),  shall be delivered to the
          Escrow Agent. The certificates for the Warrant Shares shall be held in
          escrow  subject  to all of the  terms  and  conditions  of the  Escrow
          Agreement. The Escrow Agent shall release and deliver the certificates
          for the Warrant  Shares to HEM II in five (5) equal  distributions  of
          one  hundred  thousand  (100,000)  shares  each for  five  consecutive
          months,  commencing  on the  date  occurring  one (1) year  after  the
          exercise  of the  Termination  Warrant  and on the  same  date  of the
          following four (4) months.

     7.   Delivery of Certain Shares Into Escrow.  HEM I warrants and represents
          that it is the  registered  owner of two  hundred  forty one  thousand
          (241,000)  shares of common  stock of the Company (the "HEM I Shares")
          and that the HEM I Shares  are held in an  account  for HEM I at CIBC.
          Promptly after the execution of this  Agreement,  HEM I shall instruct
          CIBC to  obtain  a  certificate  evidencing  the HEM I  Shares  and to
          deliver such certificate,  along with a medallion  guaranteed executed
          stock power executed by HEM I, to the Escrow Agent. HEM I, the Company
          and the Escrow Agent agree that upon receipt  thereof the Escrow Agent
          shall hold the  certificate  for the HEM I Shares in escrow until June
          30, 2003 (the "Release  Date").  On the Release Date, the Escrow Agent


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<PAGE>
          shall  deliver  and  release  to HEM I the  certificate  for the HEM I
          Shares,  unless the Company shall have  exercised the purchase  option
          described in the next  sentence of this  paragraph.  During the thirty
          (30) day period prior to the Release Date,  the Company may elect,  by
          giving written  notice to HEM I and the Escrow Agent,  to purchase any
          amount of the HEM I Shares at a price equal to seventy  percent  (70%)
          of the average Per Share Market Value for the Hem I Shares  during the
          five (5) days preceding the Release Date. For this purpose, "Per Share
          Market  Value"  shall have the meaning set forth in section 1.1 of the
          504  Debenture.  In the  event of this  election,  the  Company  shall
          deliver the  purchase  price for the HEM I Shares in good funds to the
          Escrow  Agent  within  five (5) days of the Release  Date.  The Escrow
          Agent shall then deliver the  certificate for the HEM I Shares and the
          stock power to the Company and the purchase price for the HEM I Shares
          to HEM I. The  election  shall be void if the  purchase  price in good
          funds is not  delivered  to the Escrow  Agent within such five (5) day
          period.  The  certificate for the Hem I Shares shall be held in escrow
          subject to all of the terms and conditions of the Escrow Agreement.

     8.   Recent Conversion of 504 Debenture.  HEM I sent a notice of conversion
          of the 504 Debenture in the principal  amount of seventy five thousand
          dollars  ($75,000)  dated  October 23,  2002,  pursuant to which HEM I
          received 736,845 shares of the Company's common stock (the "Conversion
          Shares").  HEM I warrants and  represents  that it has sold 190,000 of
          the  Conversion  Shares (the "Sold  Conversion  Shares") and as of the
          date hereof holds  546,845 of the  Conversion  Shares (the  "Remaining
          Conversion Shares"). The Company and HEM I shall treat such conversion
          as being  rescinded as follows:  (a) the principal  balance of the 504
          Debenture shall be deemed to be eight hundred thirty thousand  dollars
          ($830,000) for all purposes of this Agreement, which principal balance
          includes  adding back  fifty-five  thousand  dollars  ($55,000) of the
          principal  amount set forth in such  notice of  conversion,  (b) HEM I
          shall deliver the certificate for the Remaining  Conversion  Shares to
          the Company for cancellation or to be held as treasury shares,  in the
          discretion  of the  Company,  and (c) HEM I  shall  retain  all of the
          proceeds of sale of the Sold Conversion  Shares,  free from all claims
          of the Company.

     9.   Termination of PIPE Purchase  Agreement and PIPE Debenture.  Except as
          specifically  provided herein with respect to the Termination Warrant,
          Registration  Rights  Agreement and the Escrow  Agreement,  all of the
          rights,  obligations  and  liabilities of HEM II and the Company under
          the  PIPE  Purchase  Agreement,  the  PIPE  Debenture  and  all  other
          agreements  defined in the PIPE  Purchase  Agreement  as  "Transaction


          Documents"  are hereby  released  and  discharged  without any further
          performance or  consideration  required by HEM II or the Company.  The
          PIPE  Purchase  Agreement,  the  PIPE  Debenture  and the  Transaction
          Documents shall be of no further force or effect.

     10.  No Conversions by HEM I. HEM I shall not exercise its right to convert
          any amount of the 504 Debenture  into shares of the  Company's  common
          stock,  provided  that the Company is not in default and that no Event
          of  Default  has  occurred  under  this  Agreement,  the 504  Purchase
          Agreement,  the 504  Debenture,  the Loan  Agreement or the Promissory
          Note.

     11.  Right of First Refusal. During the one (1) year period commencing with
          the  date of this  Agreement,  HEM II shall  have  the  right of first
          refusal in the event that the  Company  proposes to license the Scores
          and related  trademarks to any entity for use in an  establishment  in
          Japan.  The Company shall give notice (the  "Offering  Notice") of any
          such proposed use to HEM II prior to granting any such license rights,
          which  notice shall set forth all of the terms and  conditions  of the
          proposed license.  HEM II shall have thirty (30) days after receipt of
          such notice to elect,  by notice given to the Company,  to license the

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<PAGE>

          use of the Scores and related  trademarks from the Company upon all of
          the terms and conditions set forth in the Offering  Notice.  If HEM II
          makes such election,  HEM II and the Company shall promptly enter into
          a license  agreement that includes all of the terms and conditions set
          forth in the Offering Notice.

     12.  General.  Except as herein specifically provided to the contrary,  the
          504 Purchase Agreement,  the 504 Debenture, the Loan Agreement and the
          Promissory  Note shall  remain in full force and effect in  accordance
          with their terms.

                         [Signatures on following page]






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<PAGE>


     In witness whereof,  the undersigned have executed this Agreement as of the
day first written above.

Scores Holding Company, Inc.


By:  /s/Richard Goldring
     ---------------------------------------
Name:  Richard Goldring
Title:    President



Hem Mutual Assurance Fund Limited

By:  /s/Pierce Loughran
     -------------------------------
Name:  Pierce Loughran
Title:    Director



Hem Mutual Assurance, LLC

By:  /s/James A. Loughran
     ----------------------------------------
Name:  James A. Loughran
Title:    Manager



Kaplan Gottbetter & Levenson, LLP

By:  /s/Adam S. Gottbetter
     -------------------------------
Name:  Adam S. Gottbetter
Title:    Partner




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<PAGE>



                                   Schedule 1

<TABLE>
<CAPTION>

               Schedule of Application of Mandatory Prepayments to
                        Promissory Note and 504 Debenture

Date of                  Amount of         Reduction of       Interest and        Reduction of        Interest and
Prepayment               Prepayment        Promissory         Redemption          504 Debenture       Redemption
----------               ----------        Note Principal     Premium on          Principal           Premium on
                                           --------------     Promissory          -------------       504 Debenture
                                                              Note                                    -------------
                                                              -------------
<S>  <C> <C>           <C>                 <C>                 <C>                 <C>                 <C>
Nov. 15, 2002          $  470,000          $  200,000          $   70,000          $  150,000          $   50,000

Dec.15, 2002           $  500,000          $  200,000          $   70,000          $  170,000          $   60,000

Feb. 15, 2003          $  500,000          $  200,000          $   70,000          $  170,000          $   60,000

Mar.15, 2003           $  500,000          $  200,000          $   70,000          $  170,000          $   60,000

Mar. 31, 2003          $  500,000          $  200,000          $   70,000          $  170,000          $   60,000
                       ----------          ----------          ----------          ----------          ----------

Totals                 $2,470,000          $1,000,000          $  350,000          $  830,000          $  290,000
</TABLE>




<TABLE>
<CAPTION>

      Schedule of Outstanding Balances of Promissory Note and 504 Debenture
                       Following Each Mandatory Prepayment

Date of Prepayment         Balance of Promissory Note         Balance of 504 Debenture
------------------         After Prepayment                            After Prepayment
                           --------------------------         ------------------------
<S>  <C> <C>               <C>                                <C>
Nov. 15, 2002              $800,000                           $680,000

Dec 15, 2002               $600,000                           $510,000

Feb 15, 2003               $400,000                           $340,000

Mar. 15, 2003              $200,000                           $170,000

Mar. 31, 2003              $0                                 $0
</TABLE>




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