STOCK OPTION AGREEMENT
This Stock Option Agreement is made as of October 22, 2002 by and between Scores Holding Company, Inc.
(the "Corporation"), and Elda Auerback (the "Optionee").
A. Optionee is the Corporation's employee. In further consideration of Optionee's employment with the
Company, the Corporation's board of directors has agreed to grant stock options to the Optionee to purchase
shares of the Corporation's common stock (the "Shares"). The stock options granted herein are not "incentive
stock options" under Section 422 of the Internal Revenue Code of 1986, as amended.
NOW THEREFORE, specifically incorporating these recitals herein, it is agreed as follows:
GRANT OF OPTIONS
NUMBER OF SHARES. Subject to the terms and conditions of this Agreement, the Corporation grants to
Optionee, Options to purchase from the Corporation twenty-five thousand (25,000) shares (the "Option
EXERCISE PRICE. Each Option Share is exercisable at a price of US $.56 per share (the "Option Price")
which is the closing price for the stock on the OTC Bulletin Board on the date of grant.
TERM. The Expiration Date for all Options shall be March 31, 2013. VESTING. The Options granted herein
fully vest upon issuance. CONDITIONS OF OPTION. The Options may be exercised immediately upon
vesting, subject to the terms and conditions as set forth in this Agreement.
EXERCISE OF OPTION
DATE EXERCISABLE. The Options shall become exercisable by Optionee in accordance with Section 1.4
MANNER OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK. The Options may
be exercised by the Optionee, in whole or in part, by giving written notice to the Secretary of the Corporation,
setting forth the number of Shares with respect to which Options are being exercised. The purchase price of the
Option Shares upon exercise of the Options by the Optionee shall be paid in full in cash. STOCK
CERTIFICATES. Promptly after any exercise in whole or in part of the Options by Optione