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<SEC-DOCUMENT>0001015402-05-000798.txt : 20050215
<SEC-HEADER>0001015402-05-000798.hdr.sgml : 20050215
<ACCEPTANCE-DATETIME>20050215165451
ACCESSION NUMBER:		0001015402-05-000798
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20050215
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050215
DATE AS OF CHANGE:		20050215

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RICKS CABARET INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000935419
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-EATING & DRINKING PLACES [5810]
		IRS NUMBER:				760037324
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13992
		FILM NUMBER:		05617870

	BUSINESS ADDRESS:	
		STREET 1:		505 NORTH BELT SUITE 630
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77060
		BUSINESS PHONE:		2818201181

	MAIL ADDRESS:	
		STREET 1:		505 NORTH BELT SUITE 630
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77060
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
                       Pursuant To Section 13 or 15(d) Of
                      The Securities Exchange Act of 1934

                        Date of Report: February 15, 2005

                       RICK'S CABARET INTERNATIONAL, INC.
             (Exact Name of Registrant As Specified in Its Charter)

            Texas                        0-26958                 76-0037324
(State Or Other Jurisdiction     (Commission File Number)       (IRS Employer
       of Incorporation                                      Identification No.)

                                10959 Cutten Road
                              Houston, Texas 77066
          (Address Of Principal Executive Offices, Including Zip Code)

                                 (281) 397-6730
              (Registrant's Telephone Number, Including Area Code)


                            505 North Belt, Suite 630
                              Houston, Texas 77060
                                 (281) 820-1181
                      (Registrant's previous office/phone)


<PAGE>
ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On February 13, 2005, we entered an Option to Purchase Agreement (the
"Option Agreement") with Top Shelf, LLC, a North Carolina limited liability
company ("Top Shelf") and the holder of Top Shelf's membership interests to
purchase all of the issued and outstanding membership interests of Top Shelf
which owns a nightclub known as "The Manhattan Club" located in Charlotte, North
Carolina (the "Club").  The Option Agreement provides for a four-month option
period and purchase price of $1,000,000 which is payable with 180,000 shares of
our common stock (the "Shares") and a seven year promissory note bearing
interest at the rate of 7% (the "Note").  Subject to the completion of the
transaction, we will be required to file a registration statement for the
Shares.   For purposes of calculating the purchase price, the Shares will be
valued at the average closing price of our stock for the five (5) days preceding
the effective date of the registration statement.  If the value of the Shares
declines subsequent to the effective date of the registration statement, then
the Seller shall have the right to "put" the Shares back to us on terms and
conditions to be negotiated by the parties and set forth in the definitive
agreement.  It was further agreed that once the Seller has received the value of
the Shares, then his "put" rights will immediately terminate.

     We intend to enter a Definitive Agreement upon satisfaction of certain
conditions, including Rick's obtaining a temporary liquor license, Rick's
obtaining a sexually oriented business license, and other conditions consistent
with transactions of this type.  However, the Option Agreement shall immediately
terminate if we are denied a temporary liquor license by the North Carolina
Liquor Authority.  Under the Option Agreement, there are provisions for us to
pay a Breakup Fee of $200,000 under certain conditions if we fail to execute and
close the transaction.  The terms and conditions of the Stock Purchase Agreement
were the result of extensive arm's length negotiations between the parties.   A
copy of the Option Agreement is attached hereto as Exhibit 10.1.

     Additionally, on February 13, 2005, our wholly owned subsidiary, RCI
Entertainment (North Carolina), Inc., a North Carolina corporation ("RCI North
Carolina"), entered a Management Agreement (the "Management Agreement") with Top
Shelf under which RCI North Carolina will manage, operate, maintain and market
the Club.  Under the Management Agreement, RCI North Carolina will operate the
Club under the name "Rick's Cabaret" pursuant to a limited grant of license
rights, and will receive one hundred percent (100%) of the net cash flow
generated by the Club.  A copy of the Management Agreement is attached hereto as
Exhibit 10.2.

     A copy of the press release related to this transaction is attached hereto
as Exhibit 99.1.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

Exhibit Number  Description

10.1            Option to Purchase Agreement
10.2            Management Agreement
99.1            Press release dated February 15, 2005


<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf by
the  undersigned  hereunto  duly  authorized.

                                     RICK'S CABARET INTERNATIONAL, INC.



                                     By:  /s/  Eric Langan
                                     ---------------------
Date: February 15, 2005              Eric Langan
                                     Chairman, President, Chief Executive
                                     Officer and Acting Chief Accounting Officer


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>doc2.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                          OPTION TO PURCHASE AGREEMENT
                          ----------------------------

     This  Option to Purchase Agreement ("Option Agreement") is made and entered
into  on  this  13th  day  of  February,  2005,  by  and  among  RICK'S  CABARET
INTERNATIONAL,  INC.,  a  Texas corporation ("Rick's"), TOP SHELF ENTERTAINMENT,
LLC,  a  North  Carolina  limited liability company ("Top Shelf") and TONY HEGE,
being  the registered and beneficial holder of all of the issued and outstanding
membership  interests  of  Top  Shelf  ("Hege").

                              W I T N E S S E T H:

     WHEREAS,  Rick's  desires to purchase, through a wholly owned subsidiary of
Rick's (the "Purchaser"), all of the issued and outstanding membership interests
of  Top  Shelf which owns an adult nightclub known as The Manhattan Club located
at  5300  Old  Pineville  Road,  Charlotte,  North Carolina 28217 (the "Club" or
"Manhattan  Club");  and

     WHEREAS,  Hege,  being  the  sole  owner of the membership interests of Top
Shelf  desires  to  sell his membership interests in Top Shelf to Purchaser; and

     WHEREAS,  simultaneously  with  the execution hereof, Top Shelf has entered
into  a  Management  Agreement  with RCI Entertainment (North Carolina), Inc., a
North  Carolina corporation ("RCI"), which is wholly owned by Rick's, to manage,
operate,  maintain  and  market  the  Club;  and

     WHEREAS,  the  Management  Agreement provides that Top Shelf is responsible
for any and all losses incurred during the term of the Management Agreement; and

     WHEREAS, Top Shelf desires to avoid the risk of loss at the Club during the
term  of  the  Management  Agreement;  and

     WHEREAS, Rick's, in consideration of entering into this Option Agreement is
willing to assume the risk of loss at the Club during the term of the Management
Agreement;  and

     WHEREAS,  Hege, in consideration of Rick's assuming the risk of loss during
the  term of the Management Agreement, is willing to grant to Rick's this Option
Agreement;  and

     WHEREAS,  Rick's  is  willing  to grant to Top Shelf limited license rights
during  the  term  of  this  Option  Agreement;  and

     WHEREAS,  Rick's and Hege have agreed upon the terms and conditions of this
Option  Agreement,  as  set  forth  below.

     NOW,  THEREFORE,  for  and  in  consideration  of  the mutual covenants and
agreements  herein  contained and for other good and valuable consideration, the
receipt


<PAGE>
and  sufficiency  of  which are hereby acknowledged, the parties hereto mutually
agree  as  follows:

     1.     OPTION TO PURCHASE.  In consideration of Rick's assuming any and all
            ------------------
losses  incurred  by  Top  Shelf  at  the Club during the term of the Management
Agreement, Hege hereby grants Rick's an option to purchase all of the issued and
outstanding  membership  interests  of  Top  Shelf, free and clear of any liens,
claims  or other encumbrances for the term set forth herein and to be more fully
recited  in  the  Definitive  Agreement to be executed upon the exercise of this
Option  Agreement  by  Rick's  as  provided  for  in  Section  10  hereof.

     2.     THE  PURCHASE  PRICE.  The  Purchaser  shall  acquire  all  of  the
            --------------------
membership interests of Top Shelf for $1,000,000 (the "Purchase Price"), payable
as  follows:

     (i)  180,000  shares  of common stock of Rick's (the "Shares") to be valued
          as  set  forth  below;  and

     (ii) the  balance  of the Purchase Price due, if any, after calculating the
          value of the Shares, shall be evidenced by a seven (7) year promissory
          note  bearing  simple  interest  of  seven percent (7%) per annum (the
          "Promissory Note") payable in eighty-four (84) equal monthly payments,
          with the first payment due thirty (30) days from the Effective Date of
          the  Rick's  Registration Statement (as defined below). The Promissory
          Note  shall  be  secured  by  the  assets  of  the  Purchaser.

For  purposes  of  computing the valuation of the Shares for the Purchase Price,
the  Shares  shall be valued at the average closing price of Rick's for the five
(5)  days preceding the Effective Date of the Registration Statement (the "Value
of  the  Shares")  to be filed by Rick's as provided for in Section 3 below.  In
the  event  that  the  Value of the Shares exceeds $1,000,000, then the Purchase
Price  shall  be  deemed  to be paid in full and the Purchaser shall not issue a
Promissory  Note as contemplated in Section 2(ii) above.  If, however, the Value
of  the  Shares  declines  subsequent  to the Effective Date of the Registration
Statement,  then  Hege  shall  have  the  right  to "put" the Shares back to the
Purchaser on terms and conditions to be negotiated by the Purchaser and Hege and
set  forth  in  the Definitive Agreement.  It is further agreed herein that once
Hege  has  received  the  Value  of  the  Shares,  then  his  "put" rights shall
immediately  terminate.

     3.     REGISTRATION RIGHTS.  Rick's agrees to file a Registration Statement
            -------------------
under the Securities Act of 1933, as amended (the "Act") within thirty (30) days
from  the  date  of  closing  as  set forth in the Definitive Agreement with the
Securities  and  Exchange  Commission  ("SEC") on Form SB-2 or Form S-3 or other
similar form (except on Form S-8 or Form S-4) to register for re-sale by Hege of
the  Shares.  Rick's  will  use  its  best  efforts  to  cause  the Registration
Statement  to become effective under the Act (the "Effective Date"), as promptly
as  is  practical  and to keep the Registration Statement continuously effective
under  the  Act  for  a  period  of  the  earlier  of  (i)  two  years  from the


                            Option Agreement - Page 2
<PAGE>
Effective Date or (ii) until all of the Shares which were registered for re-sale
have  been  sold.

     4.     REPRESENTATIONS, WARRANTIES AND COVENANTS.  The Definitive Agreement
            -----------------------------------------
to  be executed upon the exercise of the Option Agreement by Rick's will contain
such  representations,  warranties, covenants, and indemnification provisions as
are  customarily  contained in agreements governing transactions of this nature.
Specifically,  Hege will indemnify Rick's and the Purchaser from any liabilities
of  Top  Shelf  which  exist  or may exist prior to the date of execution of the
Option  Agreement.  The  Definitive  Agreement  will  provide  that  Rick's will
undertake  to  use its best efforts to file a Registration Statement as provided
for  in  Section  3  hereof.

     5.     NO THIRD PARTY NEGOTIATIONS.  To induce Rick's to assume the risk of
            ---------------------------
loss  at  the  Club  during  the term of the Management Agreement and for RCI to
simultaneously  enter  into  the  Management Agreement to manage and operate the
Club,  Top Shelf and Hege agree that until the exercise by Rick's of this Option
Agreement  or  the  termination  hereof,  they  will not, either individually or
collectively,  offer  to  sell or solicit any offer to purchase or engage in any
discussions  or  activities  of  any  nature whatsoever, directly or indirectly,
involving  in  any  manner  the actual or potential sale, transfer, encumbrance,
pledge,  collateralization  or  hypothecation of the membership interests of Top
Shelf or any of its assets.  Top Shelf and Hege hereby agree to advise Rick's of
any  contact  from any third party regarding the acquisition or other investment
in  Top  Shelf  or  of  any  contact  which  would  relate  to  the transactions
contemplated  by  this  Option  Agreement.

     6.     TOP  SHELF'S  OBLIGATIONS  UNDER  THIS OPTION TO PURCHASE.  From the
            ---------------------------------------------------------
date  hereof  until  the termination or expiration of this Option Agreement, Top
Shelf  shall:  (i)  provide  Rick's  full  and  complete  access  to inspect and
appraise  its  assets  and operating location (including the Manhattan Club) and
will disclose and make available to Rick's or its representatives during regular
business  hours,  all  books,  agreements,  papers  and  records relating to the
financial condition, ownership and operation of Top Shelf and the Manhattan Club
as  shall  be  reasonably  requested;  (ii) not make any material changes in the
conduct  of  Top  Shelf's or the Manhattan Club's business except as required by
applicable  law;  (iii)  not make any material capital expenditures or inventory
purchases  outside  the  ordinary  course  of business; (iv) not incur any trade
payables  or other liabilities outside the ordinary course of business and shall
pay  all  trade payables and other liabilities coming due in the ordinary course
of  business;  (v)  maintain  and not deplete in any material way the assets and
goodwill  of Top Shelf or the Manhattan Club; and (vi) without the prior written
consent  of Rick's, not disclose the terms of this Option Agreement to any third
party  unless  required  by  law.

     7.     RICK'S  OBLIGATIONS  UNDER  THIS  OPTION  AGREEMENT.  From  the date
            ---------------------------------------------------
hereof  until  the  termination  of this Option Agreement, Rick's shall:  (i) as
soon  as  possible  after  the execution hereof, commence performance of its due
diligence  and commence preparation of the Definitive Agreement; and (ii) engage
legal  counsel  of  it's  choosing  to commence work on the necessary licensing.


                            Option Agreement - Page 3
<PAGE>
     8.     CONFIDENTIALITY.  Rick's  shall  not disclose to any third party any
            ---------------
information  obtained  pursuant  to Paragraph 7 which is not otherwise generally
available  to  the  public  or  not  already  within its knowledge, except as is
necessary  in  connection  with  the  preparation  of  the  Definitive Agreement
relating  to  the  exercise  of  the  Option  Agreement  or  the  transactions
contemplated  thereby  or  as  may  be  required  by applicable law.  Any public
release  of information with respect to the matters set forth herein relating to
the  exercise  of  the  Option  to  Purchase will be made in the form and manner
approved  by  the parties hereto and their respective counsel, provided however,
if counsel for Rick's, a publicly traded entity, determines that a press release
is required to be made that Rick's may do so without the consent and approval of
Top  Shelf  but  will  give  prior  notice,  if  possible,  of  said  release.

     9.     CONDITIONS  PRECEDENT  TO  EXERCISE  THE OPTION AGREEMENT BY RICK'S.
            -------------------------------------------------------------------
Prior  to  the  exercise  of  the  Option  Agreement  by  Rick's,  the following
conditions  must  be  met:

     (i)  The  Purchaser  shall  have  obtained  a temporary liquor license duly
          issued  and approved by the North Carolina Liquor Authority which will
          allow  for  the sale of liquor by the Purchaser at the Manhattan Club;

     (ii) The Purchaser shall have obtained a sexually oriented business license
          for  the  Manhattan  Club  issued  by  the  appropriate city or county
          regulatory  authority  and  it  shall  be  in  full  force and effect;

    (iii) The  Purchaser  shall  have  obtained  all necessary permits and other
          authorizations  which  may be needed to conduct adult entertainment at
          the  Manhattan  Club,  which  will  serve  liquor;  and

     (iv) Approval  of all of the aforesaid transactions and the exercise of the
          Option  Agreement  by  the  Board  of  Directors  of  Rick's.

     10.     EXECUTION  OF  DEFINITIVE  AGREEMENT.  Each  of  the parties hereto
             ------------------------------------
intend  upon the exercise of the Option Agreement by Rick's that they will enter
into  a  Definitive  Agreement which will provide for the purchase of all of the
outstanding  membership  interests  of  Top Shelf not later than twenty-one (21)
days  from  the date of execution of the Definitive Agreement.  Each party shall
be  responsible  for their own expenses, including all legal and accounting fees
with  respect  to  the  transactions contemplated hereby and contemplated by the
execution  of  the  Definitive  Agreement  upon  the  exercise  of  this  Option
Agreement.

     11.     GRANT  OF  LICENSE RIGHT.  Rick's hereby grants to Top Shelf during
             ------------------------
the  term  of this Option Agreement only, the license rights to use and exploit,
at  the  Manhattan  Club's  location in Charlotte, North Carolina, only the name
"Rick's  Cabaret" and all logos, trademarks and service marks attendant thereto.
Top  Shelf  and  Hege  acknowledge  that  the license rights granted hereby will
terminate  upon  the  termination  or


                            Option Agreement - Page 4
<PAGE>
expiration  of  this  Option Agreement and that neither Top Shelf nor Hege shall
have  any  license  rights  granted  hereunder  subsequent  to  termination  or
expiration  of  this  Option  Agreement.

     12.     BREAKUP  FEE.  In  the  event  that (i) the lease for the Manhattan
             -------------
Club  is  in good standing with at least three years and eleven months remaining
and  an  option to extend for five additional years; (ii) the liabilities of Top
Shelf  shall  not  exceed  $100,000  as  of the date of execution of this Option
Agreement;  (iii) Top Shelf executes the Definitive Agreement as provided for in
Section  10  hereof;  and  (iv) if Rick's or the Purchaser obtain the following:

     (x)  a  temporary  liquor  license  duly  issued  and approved by the North
          Carolina  Liquor  Authority which will allow for the sale of liquor by
          Rick's  or  the  Purchaser  at  the  Manhattan  Club;

     (y)  a  sexually oriented business license for the Manhattan Club issued by
          the appropriate city or county regulatory authority and it shall be in
          full  force  and  effect;  and

     (z)  all  necessary permits and other authorizations which may be needed to
          conduct  adult  entertainment  at the Manhattan Club, which will serve
          liquor,  including  a  Certificate  of  Occupancy

then Rick's will pay, within ten (10) days, to Hege a Breakup Fee of $200,000 if
Rick's and the Purchaser fail for any reason to execute and close the Definitive
Agreement calling for the acquisition of Top Shelf by the Purchaser.

     13.     TERM  OF  OPTIONAGREEMENT.  Rick's shall have the right to exercise
             -------------------------
this  Option  Agreement  from  the  date  of  execution  hereof and its right to
exercise this Option Agreement shall remain in force and effect until the sooner
of  (i)  four (4) months from the date of execution hereof or (ii) the execution
of  the  Definitive  Agreement  which  will provide for a closing not later than
twenty-one  (21) days from the date of execution thereof, provided however, that
this  Option  Agreement shall immediately terminate if the Purchaser is denied a
temporary  liquor  license  by  the  North Carolina Liquor Authority which would
allow for the sale of liquor by the Purchaser at the Manhattan Club.

     14.     TERMINATION  OF  OPTION  AGREEMENT.  Notwithstanding  anything
             ----------------------------------
contained  herein,  Rick's  shall  have  the  right,  at its sole discretion, to
terminate  this  Option  Agreement  at any time during the term hereof by giving
thirty  (30)  days written notice of such election to terminate to Top Shelf and
Hege.

                       {{{SIGNATURES ON FOLLOWING PAGE}}}



                            Option Agreement - Page 5
<PAGE>
     IN  WITNESS WHEREOF, the parties hereto have executed this Option Agreement
as  of  the  date  first  above  written.

                                             TOP SHELF ENTERTAINMENT, LLC


                                             By: /s/Tony  Hege
                                                -------------------------------
                                                Tony  Hege


                                             TONY HEGE, INDIVIDUALLY

                                               /s/  Tony Hege
                                             ----------------------------------


                                             RICK'S CABARET INTERNATIONAL, INC.


                                             By: /s/ Eric Langan
                                                -------------------------------
                                                Eric Langan, President


                            Option Agreement - Page 6
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>doc3.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                              MANAGEMENT AGREEMENT

     THIS  MANAGEMENT  AGREEMENT  ("Agreement") is made and entered into on this
13th  day  of  February,  2005  (the  Effective  Date), by and between TOP SHELF
ENTERTAINMENT, LLC, a North Carolina limited liability company (the "Owner") and
RCI  ENTERTAINMENT  (NORTH  CAROLINA),  INC.,  a North Carolina corporation (the
"Manager").

                              W I T N E S S E T H :

     WHEREAS,  the Owner owns a nightclub known as The Manhattan Club located at
5300 Old Pineville Road, Charlotte, North Carolina 28217 (the Club); and

     WHEREAS,  simultaneously  with the execution hereof,  the Owner has entered
into  an  Option  to Purchase Agreement ("Option Agreement") with Rick's Cabaret
International, Inc., a Texas corporation ("Rick's"), pursuant to which Tony Hege
("Hege")  as  the sole owner of all of the membership interests in the Owner has
granted to Rick's an option to purchase all of the membership interests owned by
Hege  in  the  Owner  (the  "Acquisition");  and

     WHEREAS, the Manager is a wholly owned subsidiary of Rick's; and

     WHEREAS,  during the period of time until the Acquisition is completed, the
Owner  desires  to  retain  the  services of the Manager to act as its exclusive
agent  in  the  operation  of  the  Club;  and

     WHEREAS,  the Manager desires to provide such exclusive management services
to  the  Owner;  and

     WHEREAS,  the  Owner  and  the  Manager  have  agreed  upon  the  terms and
conditions  upon  which  the  Manager  shall manage and operate the Club, as set
forth  below.

     NOW  THEREFORE,  for  and  in  consideration  of  the  mutual covenants and
agreements  herein contained, and for other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
mutually  agree  as  follows:

     1.     APPOINTMENT  AND ACCEPTANCE.  The Owner hereby appoints the Manager,
and  the  Manager  hereby  accepts  appointment,  on  the  terms  and conditions
hereinafter  provided,  as  the  Owner's  exclusive  managing  agent  for  the
management,  operation,  maintenance  and  marketing  of  the  Club.

     2.     OBLIGATIONS  OF  MANAGER.  The  Manager  shall  render the following
services  and  shall  perform  the following duties for the Owner in a faithful,
diligent  and  efficient  manner:


                          Management Agreement - Page 1
<PAGE>
     (a)  IN  GENERAL.  The  Manager shall be solely and exclusively responsible
          for all management, operational, marketing, and maintenance activities
          with  respect  to  the  Club,  including,  but  not  limited  to, such
          activities  as  are  more  specifically  described  below.

     (b)  ADVERTISING. The Manager shall advertise and promote the Club with the
          goal  of  maximizing  profitability  of  the  Club and consistent with
          budgetary  constraints.

     (c)  MANAGEMENT.  The  Manager  shall manage, operate, market, and maintain
          the Club, including, but not limited to, arranging for and supervising
          the  day-to-day  operations  of the Club and improvements to the Club.

          (i)  To  make or cause to be made in the name of and at the expense of
               the Owner such ordinary repairs or alterations to the Club as may
               be  necessary;

          (ii) To  make or cause to be made in the name of and at the expense of
               the  Owner  such modifications, improvements or expansions of the
               Club  as may be necessary or helpful, provided, however, that the
               Manager  shall  make  no improvements in excess of $25,000 in any
               calendar  month  without the prior written approval of the Owner;
               and

         (iii) To  request, demand,  collect,  receive and give receipts for any
               and  all  charges which become due from the operation of the Club
               and  to  make all payments required for the expenses of managing,
               operating,  marketing  or  maintaining  the Club as and when they
               become  due.  All sums of money collected by the Manager from the
               operation of the Club shall be deposited by the Manager in a bank
               account to be designated by the Manager and approved by the Owner
               and  opened in the name of the Club, with signatory powers to the
               Manager.  The  Manager  shall make appropriate disbursements from
               this bank account for the payment of expenses as set forth above.

     (d)  ACCOUNTING.  The  Manager  shall  maintain  a  comprehensive system of
          records,  books  and accounts regarding the operation of the Club. All
          records  shall  be  subject  to  examination  by  the  Owner,  or  its
          authorized  agents, attorneys and accountants at all reasonable hours.
          No  later than the twentieth (20th) day of each month, with respect to
          the  preceding month, the Manager shall render a statement of receipts
          and  disbursements,  a  schedule  of  accounts


                          Management Agreement - Page 2
<PAGE>
          receivable  and  payable, together with a reconciled bank statement as
          of  the  last  day  of  the  month.

     (e)  EMPLOYEES.  The  Manager  shall  hire  such  employees  as  shall  be
          reasonably  necessary for the operation of the Club. The Manager shall
          determine  the  number of employees necessary for the operation of the
          Club,  the compensation to be paid to such employees, the policies and
          procedures applicable to the employment of such employees and the term
          of  employment  of  such  employees.

     (f)  RISK  OF  LOSS.  Any losses incurred during the term of this Agreement
          shall  be  paid  for  and  borne  by  the  Owner.  The  Owner  hereby
          acknowledges  that  the  Manager  is  not  responsible  for any losses
          incurred in connection with the management, operation, maintenance and
          marketing  of  the  Club  during  the  term  of  this  Agreement.

     3.     AGENCY  RELATIONSHIP.  Everything  done  by  the  Manager  under the
provisions  of  this  Agreement  shall  be  done  as agent of the Owner, and all
obligations or expenses incurred thereunder shall be for the account, on behalf,
and  at  the  expense  of  the  Owner.  Any  payments  to be made by the Manager
hereunder shall be made out of such sums as are made available to the Manager by
the  Owner,  and  it is agreed that the Manager shall not be obligated to expend
its  own  funds  for  any  payments  which  the  Manager  is  authorized to make
hereunder.

     4.     TERM  OF AGREEMENT.  This Agreement shall be effective from the date
of  execution hereof and shall remain in full force and effect until the closing
of  the  Acquisition  as  provided  for  in  the  Option  Agreement  executed
simultaneously  herewith  or until the Option Agreement is terminated or expires
as  provided  for  therein.

     5.     COMPENSATION  OF  MANAGER.  The Manager shall be entitled to receive
as  compensation  for  its  management  of  the  Club a fee computed and payable
monthly,  not  later  than  the 20th day of each month in an amount equal to one
hundred  percent  (100%)  of  the  Net  Cash Flow, if any.  For purposes of this
Agreement,  the  term  Net  Cash  Flow"  means  the aggregate amount of all cash
received with respect to the Club from cash sales and receipts, credit or charge
card  sales  and  receipts,  or sales on open account, or any combination of the
same,  using  a  cash  receipts and disbursements method of accounting, less (i)
refunds;  (ii)  fees  and charges payable to the companies issuing the credit or
charge  card(s)  approved  by the Owner in connection with such credit or charge
card sales; (iii) bank charges assessed against the Owner for insufficient funds
or other uncollectible checks received from users of the Club; (iv) insufficient
funds  or  other  uncollectible  checks received from users of the Club; and (v)
costs  of  maintenance,  advertising  and  operation  of  the  Club.

     6.     LIMITED GRANT OF LICENSE RIGHTS.  Manager and Owner acknowledge that
during the term of this Agreement only, that Rick's has granted to the Owner the
license  rights  to  use and exploit, at the Club's location in Charlotte, North
Carolina,  only,  the  name  "Rick's  Cabaret"  and  all


                          Management Agreement - Page 3
<PAGE>
logos,  trademarks  and service marks attendant thereto.  The Owner acknowledges
that  the license rights granted in the Option Agreement executed simultaneously
herewith  and acknowledged hereunder will terminate upon the termination of this
Agreement or the termination or expiration of the Option Agreement.

     7.     BINDING  AGREEMENT;  ASSIGNMENT.  This  Agreement shall inure to the
benefit  of and constitute a binding obligation upon the contracting parties and
their  respective  successors,  assigns  and  legal  representatives,  but  this
Agreement  and  the  rights  and  obligations  may  not be assigned or delegated
without  the  prior  written  consent  of  the  parties hereto and any permitted
assignee hereunder must agree to assume and discharge the duties and obligations
of  his  assignor  hereunder.

     8.     SOLE  AGREEMENT;  AMENDMENT.  Except  for the Option Agreement, this
Agreement  contains  all  of  the  oral  and  written  agreements and all of the
representations  and  arrangements  between  the  parties hereto, and any rights
which  the  parties may have had under any previous oral arrangements are hereby
cancelled  and  terminated,  and  no  representations  or warranties are made or
implied other than those expressly set forth herein.  This Agreement may only be
modified  by  the written agreement signed by or on behalf of all of the parties
hereto.

     9.     TIME.  Time  shall  be deemed to be of the essence of this Agreement
whenever  time  limits are imposed herein for the performance of any obligations
by any of the parties hereto, or whenever the accrual of any rights to either of
the  parties  hereto  depends  on  the  passage  of  time.

     10.     REMEDIES  CUMULATIVE.  The  rights, options, elections and remedies
of  any  of  the parties contained in this Agreement shall be cumulative; and no
one  of them shall be construed as excluding any other or any right, priority or
remedy  provided  by  this  Agreement  or  law.

     11.     NO WAIVER.  None of the terms, conditions, covenants, or provisions
of  this  Agreement  can be waived by either party except by appropriate written
instruments.  The  waiver  by either party of any breach of any term, condition,
covenant  or provision herein contained shall not be deemed a waiver of the same
of  any other term, condition, covenant or provision herein contained, or of any
subsequent  breach  of  the  same  or  any  other  term,  condition, covenant or
provision  herein  contained.

     12.     GOVERNING LAW; VENUE.  This Agreement shall be governed by, and its
provisions  construed  to be in compliance with, the laws of the State of Texas,
and  in the event any provision of this Agreement cannot be so construed without
rendering  such provision inoperable, such provision (i) shall be void and of no
effect and (ii) shall be deemed to be severable, and this Agreement shall remain
in  full force and effect as though such provision had not been included herein.
The  parties  agree  that  venue  for  purposes  of construing or enforcing this
Agreement  shall  be  proper  in  Harris  County,  Texas.


                          Management Agreement - Page 4
<PAGE>
     13.     NOTICES.  Any  notice  required  or  permitted under this Agreement
shall  be  given  in  writing  effectively  given upon personal delivery or upon
deposit  with  the  United  States Post Office, by registered or certified mail,
postage  prepaid.  The  mailing addresses of the parties for notice purposes are
as  follows:

          a.     If  to  the  Manager,  addressed  to:

                    RCI Entertainment (North Carolina), Inc.
                                Attn: Eric Langan
                                10959 Cutten Road
                              Houston, Texas 77066

          b.     If  to  the  Owner,  addressed  to:

                          Top Shelf Entertainment, LLC
                             5300 Old Pineville Road
                         Charlotte, North Carolina 28217

     14.     INVALIDITY  OF  PROVISIONS.  The invalidity or an enforceability of
any particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or  unenforceable  provisions  were  omitted.

     15.     MISCELLANEOUS.

          (a)  Any  words used herein in the singular shall be deemed to include
               the  plural,  any words used herein in the plural shall be deemed
               to  include  the singular, as the context requires. Pronouns used
               herein,  whether  masculine,  feminine  or  neuter,  shall  be
               interpreted  as  the  context  requires.

          (b)  This  Agreement shall not be construed to have created any rights
               or  benefits  for,  or  be deemed to inure to the benefit if, any
               person  or  entity  not  a  party hereto. Further, this Agreement
               shall  not  be  deemed  to  have  made  the Owner and the Manager
               partners  for  any purposes. The rights and powers of the Manager
               hereunder  are  to  be  strictly  construed  and  limited  to the
               specific  matters  hereinabove  set  forth.

          (c)  This  Agreement  may  be executed in multiple counterparts on the
               day  and  date  first  hereinabove  written,  and  each  executed
               counterpart  hereof  shall  be  deemed  to be an original for all
               purposes.

                   [SIGNATURES APPEAR ON THE FOLLOWING PAGE.]


                          Management Agreement - Page 5
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed this Management
Agreement  as  of  the  date  first  above  written.


                                        OWNER:

                                        TOP  SHELF  ENTERTAINMENT,  LLC

                                        By:  /s/  Tony  Hege
                                           -------------------------------------
                                        Name: Tony Hege


                                        MANAGER:

                                        RCI ENTERTAINMENT (NORTH CAROLINA), INC.

                                        By:  /s/  Eric Langan
                                           -------------------------------------
                                        Name: Eric Langan
                                        Title: President


                          Management Agreement - Page 6
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>doc4.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

RICK'S
CABARET


FOR  IMMEDIATE  RELEASE
- -----------------------


RICK'S  CABARET  INTERNATIONAL,  INC.  PLANS  TO ACQUIRE NEW GENTLEMEN'S CLUB IN
CHARLOTTE,  NC

HOUSTON  -  (February  15,  2005)  --  RICK'S CABARET INTERNATIONAL, INC. [RICK:
NASDAQ],  which  operates  upscale  gentlemen's clubs, said today it has entered
into  a OPTION AGREEMENT TO ACQUIRE a 30,000 square foot nightclub in CHARLOTTE,
NC.  The  club will offer adult entertainment for men seven days a week and will
also  present  a  male  review  for  women  five  nights  a week in an adjoining
self-contained  8,000  square  foot  club.

RICK'S  CABARET  CEO ERIC LANGAN said his company has begun operating the former
THE  MANHATTAN  CLUB (5300 Old Pineville Road, Charlotte) under a management and
licensing agreement. The venue, which was the site of the highly successful CLUB
2000  for  many  years,  has  been  renamed  RICK'S  CABARET.

The  option  agreement  calls  for  Rick's Cabaret to acquire TOP SHELF LLC, for
$1,000,000 through the issuance of 180,000 shares of restricted common stock and
a seven-year promissory note. The acquisition is expected to be completed within
twelve  weeks, after approval of licenses and authorizations required to run the
business  and  other  conditions  consistent  with  transactions  of  this type.

Rick's Cabaret  said that if the closing takes place as expected, it anticipates
income  from  the  new  club  should be accretive to earnings in the 2005 fiscal
year,  since  start  up  costs  will  be  limited chiefly to marketing expenses,
signage  and  some  interior  modifications.

This  is  the  second  major  acquisition announced this year by Rick's Cabaret,
which  on  January  18th  purchased the former Paradise Club in midtown New York
City.  When  remodeling  is  completed  in  mid  2005,  it  will  become  RICK'S
CABARET-NYC  and  will  be  the  company's  flagship location, catering to local
businessmen,  professionals,  business  travelers,  tourists  and  sports  fans
visiting  nearby  Madison  Square  Garden.

Mr.  Langan  said:  "The Charlotte club was completely renovated within the last
year  and  is  a  first class venue for a premiere men's club. The club is in an
ideal  location,  equidistant to nearby Charlotte Douglas International Airport,
downtown  and  major office parks. The addition is consistent with our expansion
strategy  to acquire existing clubs in locations that meet our growth and income
targets,  and  are  receptive  to the upscale club formula we have developed. We
will  bring  in management from some of our other


<PAGE>
locations  initially  to  convert the club to our standards. We are also excited
about  the  opportunity  to  offer a fun male review program for the ladies in a
comfortable setting. "
ABOUT RICK'S CABARET
Rick's  Cabaret  International,  Inc.  (www.ricks.com)  operates  upscale  adult
                                        -------------
nightclubs serving primarily businessmen and professionals that offer live adult
entertainment  and high quality restaurant and bar operations. The company owns,
operates  or  licenses  eleven  adult  nightclubs in New York City, New Orleans,
Houston,  Minneapolis,  Charlotte  and  other  cities  under  the  names "Rick's
Cabaret,"  "XTC,"  "Club  Onyx" and "Hummers." No sexual contact is permitted at
any  of  these  locations. Rick's Cabaret also owns an adult Internet membership
Web  site,  www.couplestouch.com, and a network of nine online auction sites for
            --------------------
adult products under the flagship URL www.naughtybids.com. Rick's Cabaret common
                                      -------------------
stock is traded on the NASDAQ SmallCap market under the symbol RICK. For further
information  contact  ir@ricks.com.
                      ------------

FORWARD-LOOKING  STATEMENTS:
This press release may contain forward-looking information within the meaning of
Section  21E  of  the  Securities Exchange Act of 1934 that involves significant
risks  and  uncertainties,  and  is  subject to the safe harbors created by this
section. Important factors that could cause actual results for Rick's Cabaret to
differ  materially  from those indicated in this press release include the risks
and  uncertainties as to the future operational and financial results of our Web
sites,  conditions  relevant to real estate transactions, the future operational
performance  of  our  partners,  the  laws  governing  the  operation  of  adult
entertainment  businesses,  competitive  and economic factors, dependence on key
personnel and the ability to manage operations. Rick's Cabaret has no obligation
to  update or revise the forward-looking statements to reflect the occurrence of
future  events  or  circumstances.  Please refer to the documents Rick's Cabaret
files  from  time  to  time  with  the  Securities  and  Exchange Commission, in
particular the most recent quarterly reports on Form 10-QSB and annual report on
Form 10-KSB, which are available at the company's website, www.ricks.com.
                                                           -------------

Contact for further information:    Allan Priaulx, 212-338-0050, ir@ricks.com
                                                                 ------------


<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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