<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
EXHIBIT 10.2


                                 PROMISSORY NOTE

$325,000.00                                                Date:  June 13, 2005

FOR  THE  BALANCE  OF THE PURCHASE PRICE (pursuant to a Purchase Agreement dated
the  13th  day  of  June,  2005) the undersigned (hereinafter referred to as the
"Debtor",  whether  one  or  more  in  number)  promises to pay to TONY E. HEGE,
individually, (hereinafter "Creditor"), or order, at any office of Creditor, the
principal  sum of THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($325,000.00), plus
interest  at  the  rate hereinafter provided, and payable in accordance with the
payment  schedule  set  out  below.

     This  Promissory Note shall bear interest from the date of execution hereof
     at the fixed rate of Seven percent (7.0%) per annum until paid.

     Payments  shall be made as follows: An initial payment due November 1, 2005
     of  interest only for the period of time from the date hereof until October
     31,  2005,  plus  a principal reduction payment in the amount of $3,009.29,
     and  thereafter  eighty-three  (83)  successive  equal  monthly  payments
     commencing  December  1,  2005,  of principal and interest in the amount of
     $4,905.12  until  paid  in  full.

This  Promissory  Note is secured by a Security Agreement, liens upon the assets
of  and after acquired assets of RCI Entertainment (North Carolina), Inc., d/b/a
Rick's  Cabaret  located  at  5300 Old Pineville Road, Charlotte, North Carolina
28217.

The  time  for  making  payments  is of the essence.  However the Creditor shall
provide  the Debtor written notice of any failure of the Debtor to pay an amount
due  to  the  Creditor  as  agreed  and Debtor shall have five (5) days from the
receipt of said notice to cure such default. Unless otherwise agreed or required
by  law,  each payment shall be applied in such order and manner as the Creditor
may  elect to unpaid interest, fees, premiums, other charges and to principal in
the  order  due.  Prepayments  may,  at the Creditor's discretion, be applied in
reverse  order  of  the  dates  periodic  payments are due.  Debtor may elect to
prepay this Note in whole or in part, at any time without premium or penalty. If
Debtor  sells  all or substantially all of the business, either by asset sale or
units  of membership sale, stock sale or otherwise, or transfers any interest in
the  business  RCI  Entertainment  (North Carolina), Inc. or any interest in Top
Shelf  Entertainment,  LLC, then this note shall be pre- paid in accordance with
Section  1.4  of  the  Purchase  Agreement executed of even date herewith by the
Creditor  and  Debtor.

The  amount  of any final payment, or the number of payments required to pay the
indebtedness  in full, may differ from the payment schedule provided if payments
are  made  on  other  than  the  exact  due  dates.

The  following  shall  be grounds for declaration of default: (a) failure of any
Debtor to pay an amount due to the Creditor as agreed, (b) failure of any Debtor
to  comply  with  any  other  obligation  to  the  Creditor,  (c)  the death, or
declaration  of  incompetency of any Debtor, or the dissolution, merger in which
it  is  not  the  survivor,  reorganization  with  any  unaffiliated  third


<PAGE>
party,  or  other material change in the structure of Debtor, as applicable, (d)
the loss or destruction of more than twenty-five percent (25%) of the collateral
which  is  not  replaced  collateral  securing  payment to the Creditor, (e) the
filing of any petition in bankruptcy or insolvency by or against any Debtor, (f)
determination  that  any  information  supplied to the Creditor by any Debtor in
connection  with  this  credit is materially false or incomplete, and (g) Debtor
moving  its business to another location without prior written approval from the
Creditor,

Upon  determination  by  the  Creditor  of  the existence of any such ground for
default,  the  Creditor  may,  without  notice,  declare  a  default  hereunder,
whereupon  all  amounts  due  hereunder,  and  under any other obligation to the
Creditor, shall become immediately due and payable.  Any failure of the Creditor
to  declare a default, or to otherwise exercise any right or remedy available to
it,  shall  not constitute a waiver by the Creditor of any such right or remedy.
All  amounts  due to the Creditor after the Creditor declares Debtor in default,
shall  bear interest at the maximum rate allowed by law, but if there is no such
maximum,  then  at  Sixteen  percent  (16%)  per  year  until  paid.

Upon  default, Debtor agrees to pay the Creditor such reasonable attorneys' fees
as  may  be  allowed  by law, plus all other expenses reasonably incurred by the
Creditor  (including  reasonable  attorneys'  fees)  in exercising its rights or
remedies,  enforcing  its  rights  against others, or in storing, protecting, or
repossessing  any  collateral.

Unless  this  Promissory  Note  is  payable  in  a  single  payment,  and not by
installments  of interest or principal and interest, Debtor agrees to pay a late
fee  of  10%  for  any  payment  past  due  for ten  (10) business days or more.

All  parties  to  this  Promissory  Note,  including  Debtor  and  any sureties,
endorsers,  or  guarantors hereby waive protest, presentment, notice of dishonor
and  all  other  notices  required  by  law.  All  parties agree to remain bound
hereunder notwithstanding any release of other parties, the release or surrender
of  collateral,  or  any  extension  of  time for payment.  Each Debtor shall be
jointly  and  severally  liable  hereunder.

This Note may not be changed orally and shall be governed in accordance with the
laws  of  the  State  of  North  Carolina.

     IN TESTIMONY WHEREOF, effective as of the day and year first above written,
the  corporate  Debtor  has caused this instrument to be signed in its corporate
name  by  its  duly  authorized  officers and its seal to be hereunto affixed by
authority  of  its  Board  of  Directors.

                                       DEBTOR:
                                       RCI ENTERTAINMENT (NORTH CAROLINA), INC.

Attest: /s/                            By: /s/ Eric Langan
       ----------------------------        ---------------
                 Secretary             Name: Eric Langan
(Corporate Seal)                       Title: President

</TEXT>
</DOCUMENT>
