ex10_4.htm


    
      

    

    Exhibit
      10.4


    [FORM
      OF]

    


    


    NON-COMPETITION
      AGREEMENT

    


    This
      Non-Competition Agreement dated November 30, 2007 (the "Non-Competition
      Agreement"), is by and among Rick’s Cabaret International, Inc., a Texas
      corporation, (the ”Company“) and [Name], an individual residing in
      Florida  ([“Name”]).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      simultaneously herewith, [Name] has entered into a Stock Purchase Agreement
      (the
“Stock Purchase Agreement”) with the Company to sell to the Company (i) ______
      shares of common stock, no par value, of Miami Gardens Square One, Inc., a
      Florida corporation (“MGSO”) which shares represent 50.05% of the issued and
      outstanding shares of MGSO and (ii) 50 shares of common stock, $.01 par value,
      of Stellar Management Corporation, a Florida corporation  (“Stellar”)
      which shares represent 50% of the issued and outstanding shares of Stellar
      (collectively, the “Transaction”); and

    


    WHEREAS,
      [Name] is the [Title] of MGSO and [Title] of Stellar; and

    


    WHEREAS,
      MGSO owns and operates an adult entertainment cabaret known as an “Tootsie’s
      Cabaret” (“Tootsie’s” or the “Club”) located at 150 NW 183rd Street,
      Miami
      Gardens, Florida  33169 (the “Premises”); and

    


    WHEREAS,
      [Name] will benefit from the Transaction; and

    


    WHEREAS,
      the Company
      requires that [Name] enter into this Non-Competition Agreement as a condition
      to
      the Company entering into the Transaction; and

    


    WHEREAS,
      to induce the Company to enter into the Stock Purchase Agreement and to complete
      the Transaction, [Name] agreed to enter into this Non-Competition Agreement;
      and

    


    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 Seller and the Company agree
      as follows:

    


    1.    
        Covenants.  For
      a period of five (5) years following the Closing
      Date set forth in the Stock Purchase Agreement (such five (5) year period being
      referred to herein as the “Restricted Period”), [Name] shall not, directly or
      indirectly, either as an employee, employer, consultant, agent, principal,
      partner, stockholder, corporate officer, director, investor or in any other
      individual or representative capacity, whether for compensation or
      not:

    


    
      	
               

            	
              (a)

            	
              Own,
                or have any rights of conversion to own, or share in the earnings
                of,
                carry on, manage, operate, control, be engaged in, render services
                to,
                solicit customers for any business engaged in the operation of an
                establishment featuring live female nude or semi-nude entertainment
                within
                a twenty (20) mile radius of the Premises (the “Prohibited Area”), with
                the exception of the existing business known as “Alley Cat” which is
                operated at 2875 Shipping Avenue, Miami, Florida;
                or

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (b)

            	
              Solicit
                or induce, or attempt to solicit or induce, wherever located, any
                employee, independent contractor, or agent or consultant of MGSO
                or
                Stellar, the Club, the Company or any of their affiliates to leave
                his or
                her employment or terminate his or her agreement or relationship
                with MGSO
                or Stellar, the Club, the Company or any of their
                affiliates.

            


    

    


    2.
                 [Name]’s
      Acknowledgments and Agreements.  [Name]
      acknowledges and agrees that:

    


    
      	
               

            	
              (a)

            	
              Due
                to the nature of MGSO’s, Stellar’s and the Company’s business, the
                foregoing covenants place no greater restraint upon [Name] than is
                reasonably necessary to protect the business and goodwill of MGSO,
                Stellar
                and the Company;

            


    

    


    
      	
               

            	
              (b)

            	
              These
                covenants protect a legitimate interest of MGSO, Stellar and the
                Company
                and do not serve solely to limit the future competition of MGSO,
                Stellar
                or the Company;

            


    

    


    
      	
               

            	
              (c)

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

            


    

    


    
      	
               

            	
              (d)

            	
              A
                breach of these covenants by [Name] would cause irreparable damage
                to
                MGSO, Stellar and the Company;

            


    

    


    
      	
               

            	
              (e)

            	
              These
                covenants will not preclude [Name] from obtaining reasonable business
                relationships or becoming gainfully employed following the closing
                of the
                Stock Purchase Agreement;

            


    

    


    
      	
               

            	
              (f)

            	
              These
                covenants are reasonable in scope and are reasonably necessary to
                protect
                the business and goodwill and valuable and extensive trade which
                MGSO,
                Stellar and the Company have established through their own expense
                and
                effort;

            


    

    


    
      	
               

            	
              (g)

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

            


    

    


    
      	
               

            	
              (h)

            	
              [Name]
                has carefully read and considered all provisions of this Non-Competition
                Agreement and that all of the restrictions set forth are fair and
                reasonable and are reasonably required for the protection of the
                interests
                of MGSO, Stellar and the Company.

            


    

    


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


    
      
        
        

      

      
        Non-Competition
          Agreement - Page
          2

        
          

        

      

      
        
        

      

    


    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.  [Name] 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
      Company:                              Eric
      Langan, President

    10959
      Cutten Road

    Houston,
      Texas 77066

    


    With
      a
      copy
      to:                             Mr.
      Robert D. Axelrod

    Axelrod,
      Smith &
Kirshbaum

    5300
      Memorial Drive, Suite
      700

    Houston,
      Texas 77007

    


    If
      to
      [Name]:                                  150
      NW 183rd
      Street, Suite 200

    Miami
      Gardens,
      Florida  33169

    


    
      	
               

            	
              (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 Florida, without regard
                to
                principles of conflict of laws.  In any action between or among
                any of the parties, whether arising out of this Agreement or otherwise,
                each of the parties irrevocably consents to the exclusive jurisdiction
                and
                venue of the federal and state courts located in Dade County,
                Florida.

            


    


    
      
        
        

      

      
        Non-Competition
          Agreement - Page
          3

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (c)

            	
              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 Seller’s and [Name]’s agreement not to compete with MGSO and the
                Company.

            


    

    


    
      	
               

            	
              (d)

            	
              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.

            


    

    


    
      	
               

            	
              (e)

            	
              Assignment.  The
                rights and benefits of MGSO, Stellar and the Company under this
                Non-Competition Agreement shall inure to the benefit of and be binding
                upon the successors and assigns of MGSO, Stellar and the
                Company.  The rights of [Name] 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
                the
                Seller and [Name].

            


    

    


    
      	
               

            	
              (f)

            	
              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.

            


    

    


    
      	
               

            	
              (g)

            	
              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.

            


    

    


    


    [SIGNATURES
      APPEAR ON THE FOLLOWING PAGE]


    
      
        
        

      

      
        Non-Competition
          Agreement - Page
          4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Non-Competition Agreement has been executed as of the
      30th
      day of November, 2007.

    


    


    
      	 	
              RICK’S
                CABARET INTERNATIONAL, INC.

            
	 	 	 
	 	 	 
	 	
              By:  
                

            	
               

            
	 	 	
              Eric
                Langan, President

            
	 	 	 
	 	 	 
	 	 	 
	 	
               

            
	 	
               [NAME],
                INDIVIDUALLY

            


    

     

     

    Non-Competition
      Agreement - Page 5