PROMISSORY NOTE

$200,000.00

June 6, 2001

FOR VALUE RECEIVED, the undersigned, COLLIN C. COPE of Knoxville, Tennessee (the
"Borrower"), promises to pay to the order of RUBY TUESDAY, INC., a Georgia
corporation (herein the "Lender" and, along with each subsequent holder of this
Note, referred to as the "Holder"), the principal sum of TWO HUNDRED THOUSAND
DOLLARS ($200,000.00), with interest on the outstanding principal balance of
this Note from the date hereof until fully paid at a simple interest rate of
seven percent (7%) per annum, as hereinafter provided.

This Note shall be payable as follows:

(i) Beginning with any bonus payable to Borrower pursuant to that certain
Partner Agreement dated June 6, 2001 ("Agreement"), between Borrower and Lender
with respect to Lender's Fiscal Year (as defined in the Agreement) 2002 and
continuing for any bonus payable to Borrower pursuant to the Agreement for any
subsequent Fiscal Year, until the first to occur of the events or dates
described in paragraph (ii) below, Borrower shall make payments of interest
accrued and outstanding on the principal amount hereof to the extent such bonus
exceeds fifty percent (50%) of the bonus opportunity for such Fiscal Year;

(ii) All unpaid principal hereof and accrued and unpaid interest hereon being
due and payable on the first to occur of (i) any termination or expiration of
that certain Partner Agreement dated as of June 6, 2001, between Borrower and
Lender (the "Agreement"), or (ii) Borrower's resignation of employment with
Lender (or any affiliate), or (iii) June 2, 2004.

Interest shall be calculated on the basis of three hundred and sixty
(360) days per year for the actual number of days elapsed. To the extent any
accrued interest is not paid as described in (i) above, such amount shall
continue to accrue as interest (to the fullest extent permitted by law) and
shall be paid from any such bonus for subsequent Fiscal Years before the payment
of interest for such Fiscal Year. To the extent applicable law does not permit
such unpaid interest to continue to accrue, such amount shall be added to the
principal amount hereof and shall, to the fullest extent permitted by law,
constitute additional principal hereunder.

Upon the occurrence of (a) a failure to pay principal or accrued
interest hereunder, or (b) "cause", as that term is defined in the Agreement,
the Holder shall have the right to declare the unpaid principal of and accrued
and unpaid interest on this Note to be forthwith due and payable. If any
principal or interest is not paid when due, the Borrower agrees to pay a late
charge of five cents ($0.05) for each dollar of each and every monthly
installment which is not paid when due, to help defray the added expense
incurred by the Holder in handling said delinquent payment, provided that in no
event shall such late charge be construed as interest or cause interest to be
due or payable hereunder in excess of the maximum interest permitted by
applicable law.

The principal hereof and interest hereon shall be payable in lawful
money of the United States of America, at the Lender's principal office at 150
West Church Street, Maryville, Tennessee 37801, or at such other place as the
Holder hereof may designate in writing to the Borrower. The Borrower may prepay
this Note in full or in part at any time without notice, penalty, prepayment
fee, or payment of unearned interest; provided, however, any partial prepayment
shall be made in increments of at least $10,000.

This Note is secured by Borrower's pledge of 16,997 shares of the
common stock of Lender which are delivered by Borrower to Lender simultaneously
herewith, free and clear of all liens, claims, and/or encumbrances
whatsoever. In the event the unpaid principal hereof and/or accrued and
unpaid interest is not paid in full when due, TIME BEING OF THE ESSENCE,
the Shares may be sold or otherwise liquidated by Lender and the net
proceeds thereof applied to such unpaid principal and accrued and unpaid
interest. Borrower hereby waives any claim that any such sale or other
liquidation by Lender was not conducted in a commercially reasonable
manner. All parties liable for the payment of this Note agree to pay the
Holder hereof reasonable attorneys' fees, not to exceed ten (10) percent
of the principal sum named and, to the extent permitted by law, defined
in this Note, for the services of counsel employed to collect this Note,
whether or not suit be brought, and whether incurred in connection with
collection, trial, appeal, or otherwise, and to indemnify and hold the
Holder harmless against liability for the payment of state intangible,
documentary and recording taxes, and other taxes (including interest and
penalties, if any) which may be determined to be payable with respect to
this transaction.

In no event shall the amount of interest due or payable hereunder exceed
the maximum rate of interest allowed by applicable law, and in the event any
such payment is inadvertently paid by the Borrower or inadvertently received by
the Holder, then such excess sum shall be credited as a payment of principal,
unless the Borrower shall notify the Holder, in writing, that the Borrower
elects to have such excess sum returned to it forthwith. It is the express
intent hereof that the Borrower not pay and the Holder not receive, directly or
indirectly, in any manner whatsoever, interest in excess of that which may be
lawfully paid by the Borrower under applicable law.

The remedies of the Holder as provided herein and in any other documents
governing or securing repayment hereof shall be cumulative and concurrent and
may be pursued singly, successively, or together, at the sole discretion of the
Holder, and may be exercised as often as occasion therefor shall arise.

No act of omission or commission of the Holder, including specifically
any failure to exercise any right, remedy, or recourse, shall be effective
unless set forth in a written document executed by the Holder, and then only to
the extent specifically recited therein. A waiver or release with reference to
one event shall not be construed as continuing, as a bar to, or as a waiver or
release of any subsequent right, remedy, or recourse as to any subsequent event.

The Borrower and all sureties, endorsers, and guarantors of this Note
hereby (a) waive demand, presentment of payment, notice of nonpayment, protest,
notice of protest and all other notice, filing of suit, and diligence in
collecting this Note, or in enforcing any of its rights under any guaranties
securing the repayment hereof; (b) agree to any substitution, addition, or
release of any collateral or any party or person primarily or secondarily liable
hereon; (c) agree that the Holder shall not be required first to institute any
suit, or to exhaust his/her, their, or its remedies against the Borrower or any
other person or party to become liable hereunder, or against any collateral in
order to enforce payment of this Note; (d) consent to any extension,
rearrangement, renewal, or postponement of time of payment of this Note and to
any other indulgence with respect hereto without notice, consent, or
consideration to any of them; and (e) agree that, notwithstanding the occurrence
of any of the foregoing (except with the express written release by the Holder
or any such person), they shall be and remain jointly and severally, directly
and primarily, liable for all sums due under this Note.

Whenever used in this Note, the words "Borrower" and "Holder" shall be
deemed to include the Borrower and the Holder named in the opening paragraph of
this Note, and their respective heirs, executors, administrators, legal
representatives, successors, and assigns. It is expressly understood and agreed
that the Holder shall never be construed for any purpose as a partner, joint
venturer, co-principal, or associate of the Borrower, or of any person or party
claiming by, through, or under the Borrower in the conduct of their respective
businesses.

TIME IS OF THE ESSENCE TO BORROWER'S PERFORMANCE UNDER THIS NOTE.

This Note shall be construed and enforced in accordance with the laws of
the State of Tennessee.

The pronouns used herein shall include, when appropriate, either gender
and both singular and plural, and the grammatical construction of sentences
shall conform thereto.

All references herein to any document, instrument, or agreement shall be
deemed to refer to such document, instrument, or agreement as the same may be
amended, modified, restated, supplemented, or replaced from time to time.

IN WITNESS WHEREOF, the undersigned Borrower has executed this
instrument under seal as of the day and year first above written.


/s/ Collin C. Cope
COLLIN C. COPE



WITNESS