ex10_2.htm


    
      

    

    Exhibit
      10.2


    [FORM
      OF]

    
      	
              Original
                Issue Date:

            	
              November
                30, 2007

            
	
              Original
                Principal Amount:

            	
              $5,000,000.00

            
	
              Note
                Number:

            	
              ______

            


    

    


    SECURED
      PROMISSORY NOTE

    


    FOR
      VALUE
      RECEIVED,RICK’S CABARET INTERNATIONAL, INC., a Texas
      corporation, having its principal place of business at 10959 Cutten Road,
      Houston, Texas 77066 (the “Company” or the
“Maker”) promises to pay to the order of
[NAME], a resident of Florida,
      or his registered assigns (the
“Holder”), the principal sum of FIVE MILLION AND NO/100
      DOLLARS (US$5,000,000.00) (the “Original Principal Amount”) on the
      three (3) year anniversary of the Original Issue Date hereof, being November
      30,
      2010, or such earlier date as this Secured Promissory Note (the
“Note”) is required or permitted to be repaid as provided
      hereunder, whether by acceleration or otherwise (such three (3)
      year anniversary date, the“Maturity Date”), and to pay interest
      (computed on a “simple interest” basis and on the basis of a 365/366 day year)
      on the unpaid principal balance of this Note, from and after the date hereof
      until maturity, at the rate of fourteen percent (14%) per annum.

    


    This
      Note is one of a series of duly
      authorized and issued notes (each a “Note” or collectively the
“Notes”) of the Company, designated as its Secured
      Promissory
      Notes Due November 30, 2010, in an aggregate principal face amount for all
      Notes
      of this series of Ten Million and no/100 United States Dollars
      (US$10,000,000.00).

    


    This
      Note
      is being given to the Holder by Maker in partial payment of the purchase price
      set forth in that certain Stock Purchase Agreement dated November 30, 2007
      by
      and among Miami Gardens Square One, Inc., a Florida corporation (“MGSO”),
      Stellar Management Corporation, a Florida corporation (“Stellar”), Holder,
      Richard Stanton (“Stanton”) and Maker (the “Purchase
      Agreement”).

    


    This
      Note
      is secured by the Collateral described herein and is subject to the following
      additional provisions:

    


    
      	
              1.

            	
              Terms
                of this Note.

            


    

     

    1.1           Principal
      and Interest Payments.  Interest shall be due and payable, in
      arrears, in thirty five (35) equal monthly installments of Fifty-eight Thousand
      Three Hundred Thirty-Three Dollars and 33/100 ($58,333.33), on
      the last day of each month, beginning December 31, 2007 and continuing through
      October 31, 2010.  The principal amount of this Note shall be payable
      in one lump sum payment, along with any accrued and unpaid interest due thereon,
      on the Maturity Date.

    


    1.2           Payments.  All
      payments on or in respect of this Note shall be made to Holder at 150 NW
      183rd Street,
      Suite 200, Miami Gardens, Florida 33169, or, at such address as Holder may
      designate to Maker in writing pursuant to the provisions of this
      Note.

     

    1.3           Collateral;
      Pledge and Security Agreement.  This Note is secured by the
      collateral described in that certain Pledge and Security Agreement of even
      date
      herewith by and among the Maker and the Holder (the “Pledge and Security
      Agreement”) and is subject to all of the agreements, terms and conditions
      contained therein, all of which are incorporated herein by this
      reference.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.4           Conformance
      with Laws.  Notwithstanding any other term of this Note to
      the contrary, it is the intention of the Maker and the Holder to conform
      strictly to any applicable usury laws.  Accordingly, if the Holder
      contracts for, charges or receives any consideration that constitutes interest
      in excess of the maximum rate permitted by applicable law (the
“MaximumRate”), then such excess will be canceled automatically
      and if previously paid will, at the Holder’s option, be applied to the
      outstanding principal amount under this Note or refunded to the
      Maker.  In determining whether any interest exceeds the Maximum Rate,
      such interest will, to the extent permitted by applicable law, be amortized,
      prorated, allocated and spread in equal parts throughout the term of this
      Note.  All agreements made in this Note are expressly limited so that
      in no event whatsoever, whether by reason of advancement of the proceeds of
      this
      Note, acceleration of maturity of the unpaid balance of this Note or otherwise,
      will the amount paid or agreed to be paid to the Holder for the use of the
      money
      advanced or to be advanced under this Note exceed an amount calculated at the
      Maximum Rate.  If any circumstances whatsoever, including the
      fulfillment of any provision of this Note or any other agreement or instrument
      now or hereafter evidencing, securing or in any way relating to the indebtedness
      evidenced by this Note, will involve the payment of interest in excess of an
      amount calculated at the Maximum Rate, then, ipso facto, the obligation
      to pay interest under this Note will be reduced to such amount.  This
      Section 1.5 will control every other provision in any and all other agreements
      and instruments existing or hereafter arising between the Maker and the Holder
      with respect to the indebtedness evidenced by this Note.

     

    1.5           Prepayment.  This
      Note may not be prepaid in whole or in part during the twelve (12) months after
      the Original Issue Date without the prior written consent of the
      Holder.  Thereafter, this Note may be prepaid in whole or in part
      without the prior consent of the Holder, provided that (i) any prepayment by
      the
      Maker from December 1, 2008 through November 30, 2009 shall be paid at a rate
      of
      110% of the Original Principal Amount and (ii) any prepayment by the Maker
      after
      November 30, 2009 may be prepaid without penalty at a rate of 100% of the
      Original Principal Amount.

     

    1.6           Waivers.  Except
      as otherwise provided in this Note, Maker waives presentment, demand, protest
      and notice of every kind whatsoever.  The failure of the Holder to
      exercise any of his rights under this Note in any particular instance will
      not
      constitute a waiver of the same or of any other right in that or any subsequent
      instance.

     

    2.           Events
      of Default and Remedies.

     

    2.1           DEFAULT.  Each
      of the following constitutes an event of default (“Event of Default”) under this
      Note:

    


    
      	
               

            	
              (a)

            	
              Maker
                fails to make any principal or interest payment when due under this
                Note;

            


    

    


    
      	
               

            	
              (b)

            	
              Any
                representation or warranty made or deemed made by Maker in this Note
                or in
                any certificate, report, notice, or statement furnished at any time
                in
                connection with this Note is false or misleading in any material
                respect
                on the date when made or deemed to have been
                made;

            


    


    
      
        
        

      

      
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              (c)

            	
              Maker
                shall fail to perform, observe, or comply with any covenant, agreement
                or
                term contained in this Note and such failure continues, without cure,
                for
                twenty (20) business days after written notice to
                Maker;

            


    

    


    
      	
               

            	
              (d)

            	
              Maker,
                MGSO or Stellar (or any of same) shall commence a voluntary proceeding
                seeking liquidation, reorga­nization, or other relief with respect to
                itself or its debts under any bankruptcy, insolvency or other similar
                law
                now or hereafter in effect or seeking the appointment of a trustee,
                receiver, liquidator, custodian, or other similar official of it
                or a
                substantial part of its property or shall consent to any such relief
                or to
                the appointment of or taking possession by any such official in an
                involuntary case or other proceeding commenced against it or shall
                make a
                general assignment for the benefit of creditors or shall take any
                corporate action to authorize any of the foregoing;
                or

            


    

    


    
      	
               

            	
              (e)

            	
              An
                involuntary proceeding shall be commenced against Maker, MGSO or
                Stellar
                seeking liquidation, reorganization, or other relief with respect
                to it or
                its debts under any bankruptcy, insolvency or other similar law now
                or
                hereafter in effect or seeking the appointment of a trustee, receiver,
                liquidator, custodi­an or other similar official of it or a
                substantial part of its property, and such involuntary proceeding
                shall
                remain undismissed and unstayed for a period of sixty (60) days after
                commencement.

            


    

    


    2.2           Default
      Interest.  Maker agrees that if Maker shall default in the
      payment of any payment required hereunder, whether payment of principal or
      interest, the Maker promises to pay, on demand, interest on any such unpaid
      amounts, from the date the payment is due to the date of actual payment, at
      the
      rate (the “Default Rate”) of the lesser of (i) 18% per annum;
      and (ii) the maximum nonusurious rate permitted by applicable law.

     

    2.3           Remedies.  In
      case any one or more of the Events of Default specified in Section 2.1 has
      occurred, Holder will have the right to accelerate payment of the entire
      principal of, and all interest accrued on, this Note, and, upon such
      acceleration, this Note will thereupon become due and payable, without any
      presentment, demand, protest or other notice of any kind, all of which are
      expressly waived, and the Maker will forthwith pay to the Holder the entire
      outstanding principal of, and interest accrued on, this
      Note.  Additionally, Holder shall have all of the rights and remedies
      available to Holder pursuant to the Pledge and Security Agreement.

     

    2.4           Attorney’s
      Fees; Expenses.  Holder may hire an attorney to help collect
      this Note if Maker does not pay, and Maker will pay Holder’s reasonable
      attorneys’ fees.  Maker also will pay Holder all other amounts Holder
      actually incurs as court costs, lawful fees for filing, recording, releasing
      to
      any public office any instrument securing this Note; the reasonable cost
      actually expended for repossessing, storing, preparing for sale, and selling
      any
      security.

    


    2.5           Cure
      Provisions.

    


    
      	
               

            	
              (a)

            	
              In
                the event of a default in payment as set forth in Section 2.1(a),
                such
                default may be cured if Maker cures the default within ten (10) days
                after
                the due date of any such
                payment.

            


    


    
      
        
        

      

      
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              (b)

            	
              If
                any default, other than a default in payment is curable, it may be
                cured
                if Maker, after receiving written notice from Holder demanding cure
                of
                such default:  (i) cures the default within twenty (20) business
                days; or (ii) if the cure requires more than twenty (20) business
                days,
                immediately initiates steps which Holder deems in Holder’s discretion to
                be sufficient to cure the default and thereafter continues and completes
                all reasonable and necessary steps sufficient to produce compliance
                as
                soon as reasonably practical.

            


    

    


    3.           Miscellaneous.

    


    3.1           Jurisdiction.  Any
      action or proceeding seeking to enforce any provision of this Note must be
      brought in any of the courts of the State of Florida sitting in Dade County,
      or,
      if it has or can acquire jurisdiction, in the United States District Court
      in
      Florida, sitting in Dade County, and each of the Maker and the Holder consents
      to the exclusive jurisdiction of such courts (and of the appropriate appellate
      courts) in any such action or proceeding and waives any objection to venue
      in
      such courts.  If the Holder commences any action or proceeding seeking
      to enforce any provision of this Note in any other jurisdiction, then the Maker
      will be entitled to have such action or proceeding transferred to one of the
      jurisdictions described above, or, if such transfer may not be accomplished
      under applicable law, then to have such action or proceeding dismissed without
      prejudice.

     

    3.2           Amendment
      and Waiver.  This Note may be amended, and the observance of
      any term of this Note may be waived or consented to, with and only with the
      written consent of the Maker and the Holder.

    


    3.3           Waiver.  Any
      waiver or failure to insist upon strict compliance with any obligation,
      covenant, agreement or condition of this Note will not operate as a waiver
      of,
      or estoppel with respect to, any subsequent or other failure.  Any
      waiver of any provision of this Note shall be made pursuant to the provisions
      of
      Section 3.2.

     

    3.4           Notices.  Any
      notice, consent, or other communication required or permitted to be given under
      this Note to the Maker or the Holder shall be in writing and shall be deemed
      to
      have been duly given if delivered personally or sent by registered or certified
      mail, return receipt requested, postage prepaid, or nationally recognized
      overnight air courier guaranteeing next day delivery as follows:

    


    
      	
              (a)

            	
              if
                to Holder:

            	
              150
                NW 183rd
                Street, Suite 200

            
	 	 	
              Miami
                Gardens, Florida  33169

            
	 	 	 
	
              (b)

            	
              If
                to Maker:

            	
              Rick’s
                Cabaret International, Inc.

            
	 	 	
              Attn:  Eric
                Langan, President/CEO

            
	 	 	
              10959
                Cutten Road

            
	 	 	
              Houston,
                Texas  77066

            
	 	 	 
	 	
              with
                a copy to:

            	
              Robert
                D. Axelrod

            
	 	 	
              Axelrod,
                Smith & Kirshbaum

            
	 	 	
              5300
                Memorial Drive, Suite 700

            
	 	 	
              Houston,
                Texas  77007

            


    

     

    
      
        
        

      

      
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    Any
      such
      notice, consent, or other communication shall be deemed to have been duly
      given:  at the time delivered by hand, if personally delivered; three
      days after being deposited in the mail, postage prepaid, sent certified mail,
      return receipt requested, if mailed; and the next day after timely delivery
      to
      the courier, if sent by overnight air courier guaranteeing next day
      delivery.  If a notice or communication is mailed in the manner
      provided above within the time prescribed, it is duly given, whether or not
      the
      addressee receives it.

    


    3.5           Governing
      Law.  This Note will be governed by the laws of the State of
      Florida without regard to the conflicts of law principles of any
      jurisdiction.

     

    3.6           Entire
      Agreement.  This Note, the Purchase Agreement and the Pledge
      and Security Agreement constitute the entire agreement of the Maker and the
      Holder with respect to the subject matter contained in this Note and supersede
      all prior agreements and undertakings between the Maker and the Holder with
      respect to the transactions contemplated hereby.  There are no
      restrictions, promises, representations, warranties, covenants or undertakings,
      other than those expressly provided for in this Note.

     

    3.7           Severability.  If
      any term, provision, covenant, agreement or restriction of this Note is held
      by
      a court of competent jurisdiction to be invalid, void or unenforceable, then
      the
      remainder of the terms, provisions, covenants, agreements and restrictions
      of
      this Note will continue in full force and effect and will in no way be affected,
      impaired or invalidated.

     

    
      	 	
              MAKER:

            
	 	 	 
	 	
              Rick’s
                Cabaret International, Inc.,

            
	 	
              a
                Texas Corporation

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Eric
                Langan, President

            


    

     

     

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