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<SEC-DOCUMENT>0001015402-05-003085.txt : 20050615
<SEC-HEADER>0001015402-05-003085.hdr.sgml : 20050614
<ACCEPTANCE-DATETIME>20050615133215
ACCESSION NUMBER:		0001015402-05-003085
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20050613
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050615
DATE AS OF CHANGE:		20050615

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:		05897056

	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>body.txt
<DESCRIPTION>RICK'S CABARET 8-K 06-13-2005
<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:  June 13, 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 2.01     COMPLETION OF ACQUISITION OF ASSETS.

     On  June  13,  2005,  our wholly owned subsidiary, RCI Entertainment (North
Carolina),  Inc.,  a North Carolina corporation ("RCI North Carolina") entered a
Purchase  Agreement  (the  "Purchase  Agreement")  with  Top Shelf, LLC, a North
Carolina  limited  liability  company ("Top Shelf") and Tony Hege, 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").  RCI North Carolina has
been managing the Club under the name "Rick's Cabaret" since February 2005.

     The Purchase Agreement provides for a purchase price of $1,000,000 which is
payable  with  180,000 shares of our common stock valued at $3.75 per share (the
"Shares")  and  a  seven  year promissory note in the amount of $325,000 bearing
interest  at the rate of 7% per annum (the "Note").  The Note is payable with an
initial  payment  due  November 1, 2005 of  interest only for the period of time
from  the  date  of  Closing  until October 31, 2005, plus a principal reduction
payment  in  the  amount of $3,009.29.  Thereafter, RCI North Carolina will make
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.  The
Note is secured by the assets of RCI North Carolina.

     Pursuant to the terms of the Note, on or after November 1, 2005, Hege shall
have  the  right, but not the obligation to have Rick's purchase from Hege 4,285
Shares  per  month (the "Monthly Shares"), calculated at a price per share equal
to  $3.75  ("Value of the Shares") until Hege has received a total of $1,000,000
from the sale of the Shares less the amount of the Note.  At our election during
any  given  month,  we  may either buy the Monthly Shares or, if we elect not to
buy the Monthly Shares from Hege, then Hege shall sell the Monthly Shares in the
open  market.  Any  deficiency  between  the amount which Hege receives from the
sale  of  the  Monthly  Shares  and  the Value of the Shares shall be paid by us
within  three  (3)  days  of  the date of sale of the Monthly Shares during that
particular month.  Our obligation to purchase the Monthly Shares from Hege shall
terminate and cease at such time as Hege has received a total of $1,000,000 from
the sale of the Shares, less the amount of the Note.

     Under  the  terms  of the Purchase Agreement, we will be required to file a
registration  statement  for  the Shares within thirty (30) days.  A copy of the
Purchase  Agreement  is  attached hereto as Exhibit 10.1.  A copy of the Note 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                  Purchase Agreement

10.2                  Promissory Note

99.1                  Press release dated June 14, 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:  June 14, 2005                 Eric Langan
                                     Chairman, President, Chief Executive
                                     Officer and Acting Chief Accounting Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
EXHIBIT  10.1


                               PURCHASE AGREEMENT
                               ------------------

     This  Purchase  Agreement  (the  "Agreement") is made and entered into this
13th  day  of June, 2005, by and among Tony Hege ("Seller" or "Hege"), Top Shelf
Entertainment,  L.L.C.,  a  North  Carolina  limited  liability  company  (the
"Company"),  Rick's  Cabaret  International, Inc., a Texas corporation ("Rick's)
and RCI Entertainment (North Carolina), Inc., a North Carolina corporation ("RCI
North  Carolina"  or  the  "Buyer").

     WHEREAS,  Seller  owns  100%  of  the  units  of membership interest of the
Company  (the  "Units");  and

     WHEREAS,  the  Company  owns  an  adult entertainment cabaret known as "The
Manhattan  Club"  (the  "Club"),  located at 5300 Old Pineville Road, Charlotte,
North  Carolina  28217  (the  "Premises").

     WHEREAS,  Seller  and  Buyer  entered  into  a  Management  Agreement dated
February  13,  2005,  pursuant  to  which Buyer has been managing the Club since
February 1, 2005, and under which the Buyer is currently operating the Club (the
"Management  Agreement").

     WHEREAS,  Seller  and  Buyer  entered  into an Option to Purchase Agreement
dated  February  1,  2005,  (the  "Option Agreement") under which Seller granted
Buyer  an  option  to purchase all of the outstanding Units of the Company for a
purchase  price  of  $1,000,000.

     WHEREAS,  Seller  desires  to sell the Units of the Company to Buyer on the
terms  and  conditions  set  forth  herein;  and

     WHEREAS,  Buyer desires to purchase the Units of the Company from Seller on
the  terms  and  conditions  set  forth  herein.

     NOW,  THEREFORE, in consideration of the premises, the mutual covenants and
agreements  and  the respective representations and warranties herein contained,
and  on  the  terms  and subject to the conditions herein set forth, the parties
hereto,  intending  to  be  legally  bound,  hereby  agree  as  follows:

                                    ARTICLE I
                         PURCHASE AND SALE OF THE UNITS

     Section 1.1     Sale of the Units.  Subject to the terms and conditions set
                     -----------------
forth  in  this Agreement, at the Closing (as hereinafter defined) Seller hereby
agrees to sell, transfer, convey and deliver to Buyer all of the Units, free and
clear  of  all  encumbrances, which represents all of the issued and outstanding
units  of  membership  interest  of  the  Company,  and  shall  deliver to Buyer
certificates  representing  the  Units, duly endorsed to Buyer or accompanied by
duly executed stock powers in form and substance satisfactory to Buyer.


<PAGE>
     Section  1.2     Purchase  Price.  As consideration for the purchase of the
                      ---------------
Units,  Buyer  shall  pay  to  Seller the total consideration of $1,000,000 (the
"Purchase  Price"),  which  shall  be  payable  as  follows:

     (a)       180,000  shares  of  common  stock of Rick's (the "Shares") to be
               valued  at  $3.75  per  share;  and

     (b)       the  balance  of the Purchase Price shall be evidenced by a seven
               (7)  year  $325,000  promissory note bearing simple interest at a
               rate  of  seven  percent  (7%)  per annum (the "Promissory Note")
               payable  (i)  with  an  initial  payment  due November 1, 2005 of
               interest  only  for  the  period of time from the date of Closing
               until October 31, 2005, plus a principal reduction payment in the
               amount  of  $3,009.29,  and  thereafter  (ii)  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.  The  Promissory Note shall be secured by the assets of the
               Buyer.

     Section  1.3     Right  of  Hege to "Put"  Shares.  On or after November 1,
                      --------------------------------
2005,  Hege  shall have the right but not the obligation to have Rick's purchase
from  Hege  4,285 Shares per month (the "Monthly Shares"), calculated at a price
per share equal to $3.75 ("Value of the Shares") until Hege has received a total
of $1,000,000 from the sale of the Shares less the amount of the Promissory Note
as  provided  for in Section 1.2(b) above.  At Rick's election, during any given
month,  it  may either buy the Monthly Shares or if Rick's elects not to buy the
Monthly  Shares  from  Hege, then Hege shall sell the Monthly Shares in the open
market  and  any deficiency between the amount which Hege receives from the sale
of the Monthly Shares and the Value of the Shares shall be paid by Rick's within
three  (3) days of the date of sale of the Monthly Shares during that particular
month.  Hege shall notify Rick's during any given month of its election to "Put"
the  Monthly Shares to Rick's during that particular month and Rick's shall have
three  (3)  business days to elect to buy the Monthly Shares or instruct Hege to
sell  the  Monthly  Shares  in  the  open  market.  Rick's obligation under this
Section  1.3  to purchase the Monthly Shares from Hege shall terminate and cease
at  such  time  as  Hege has received a total of $1,000,000 from the sale of the
Shares, less the amount of the Promissory Note as provided for in Section 1.2(b)
above.  Hege  agrees  to  provide  monthly  statements to Rick's as to the total
number of Shares which he has sold and the amount of proceeds derived therefrom.
Nothing  contained in this Section 1.3 shall limit or preclude Hege from selling
the  Shares  in  the  open  market or require Hege to "Put" the Shares to Rick's
during  any  given  month.

     Section  1.4     Sale by Buyer.  In the event that Buyer transfers or sells
                      -------------
all  or  substantially  all of the assets of the Buyer or Rick's/Buyer sells, or
transfers  all or substantially all of its interest or ownership in the Buyer to
an  unaffiliated  third party, then in such event, Hege shall have the right and
option that Rick's shall purchase from Hege all remaining Shares of Rick's owned
by  Hege  The purchase price, if Hege exercises this option, shall be determined
as  follows:  The  price  will  be  a  dollar amount calculated by deducting the
unpaid amount owed to Hege on the Promissory Note by the Buyer and deducting the
amount paid or received by Hege for any sold Shares of Rick's stock by Hege from
$1,000,000.00.  Further,  in the event that Hege exercises his option for Rick's
to  purchase  his  Shares  as provided for in this Section 1.4, and in the event
that  Buyer/Rick's  receives  cash  or  cash  equivalent from the sale of all or
substantially  all of the assets or ownership interests of the Buyer as provided
for  in  this  Section  1.4  in  an  amount  in  excess  of  the


<PAGE>
amount  to  be  paid  to Hege for the Shares of Rick's then such excess shall be
prepaid  on the Promissory Note to reduce or eliminate any unpaid portion of the
Promissory  Note.  This  resulting  amount would be paid to Hege within five (5)
days  from  the date of the option being exercised by Hege. The Buyer shall give
written  notice  to  Hege  of  any  anticipated transaction as described in this
paragraph  and  any  closed  transaction.

     Section  1.5     Registration Rights.  Rick's agrees to file a Registration
                      -------------------
Statement under the Securities Act of 1933, as amended (the "Act") within thirty
(30)  days  after Closing 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  of  the  Shares, as set forth in the Registration Rights
Agreement  between  the  parties  (a copy of which is attached hereto as Exhibit
"A").  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 Effective Date, or
(ii)  until  all of the Shares which were registered for re-sale have been sold.

                                   ARTICLE II
                                     CLOSING

     Section  2.1     The Closing.  The closing of the transactions provided for
                      -----------
in  this  Agreement  shall  take  place on or before June 10, 2005 (the "Closing
Date"),  or at such other time and place as agreed upon among the parties hereto
(the "Closing").  The parties have agreed further to close at 5300 Old Pineville
Road,  Charlotte,  North  Carolina.

     Section  2.2     Actions  at  the  Closing.  At  the  Closing:
                      -------------------------

          (a)  the  Buyer  shall  deliver  to  the Seller and/or the Company the
               various  certificates,  instruments and documents (and shall take
               the  required  actions)  referred  to  in  Article  VI  below;

          (b)  the  Seller  shall deliver to the Buyer the various certificates,
               instruments  and  documents (and shall take the required actions)
               referred  to  in  Article  VI  below;

          (c)  the  Seller  shall  deliver  or  cause  to  be delivered to Buyer
               originally  issued  certificates  representing  the  Units of the
               Company duly endorsed over to the Buyer in a form satisfactory to
               the  Buyer;

          (d)  the  Buyer  shall  deliver  the  Shares representing the Purchase
               Price  to Seller or a letter of instruction to the transfer agent
               instructing  the  issuance  of  the  Shares;  and

          (e)  the  Buyer  shall  execute  the  Promissory  Note  and  Security
               Agreement  as  set  forth  in  Section  1.2.


<PAGE>
                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                            OF SELLER AND THE COMPANY

     Seller and the Company, jointly and severally, hereby represent and warrant
to  the  Buyer  and  Rick's  as  follows:

     Section  3.1.     Organization,  Good  Standing  and  Qualification.
                       --------------------------------------------------

     (a)     The  Company  (i) is an entity duly organized, validly existing and
in  good  standing  under  the laws of the state of North Carolina, (ii) has all
requisite  power  and  authority to own, operate and lease its properties and to
carry  on  its business, and (iii) is duly qualified to transact business and is
in good standing in all jurisdictions where its ownership, lease or operation of
property  or  the  conduct  of  its business requires such qualification, except
where the failure to do so would not have a material adverse effect to Seller or
the  Company,  respectively.

     (b)     The  authorized  capital  of the Company consists of 1,000 units of
Membership  Interest  of  which  1,000  units of Membership Interest are validly
issued  and outstanding. There is no other class of capital authorized or issued
by  the Company.  All of the issued and outstanding units of membership interest
of  the Company are owned by Seller and are fully paid and non-assessable.  None
of  the Units issued are in violation of any preemptive rights.  The Company has
no  obligation  to repurchase, reacquire, or redeem any of its outstanding units
of  membership  interests.  There are no outstanding securities convertible into
or  evidencing  the  right  to purchase or subscribe for any units of membership
interests  of  the  Company,  there  are  no  outstanding or authorized options,
warrants,  calls,  subscriptions, rights, commitments or any other agreements of
any  character obligating the Company to issue any units of membership interests
or  any  securities  convertible  into  or  evidencing  the right to purchase or
subscribe  for any units of membership interests, and there are no agreements or
understandings with respect to the voting, sale, transfer or registration of any
units  of  membership  interest  of  the  Company.

     Section  3.2     Ownership  of the Units.  Seller owns, beneficially and of
                      -----------------------
record,  all  of  the  Units of the Company free and clear of any liens, claims,
equities,  charges,  options,  rights of first refusal, or encumbrances.  Seller
has  the  unrestricted  right  and  power  to  transfer, convey and deliver full
ownership  of the Units without the consent or agreement of any other person and
without  any designation, declaration or filing with any governmental authority.
Upon  the  transfer  of  the  Units  to Buyer as contemplated herein, Buyer will
receive  good  and  valid  title  thereto,  free and clear of any liens, claims,
equities,  charges,  options,  rights  of  first  refusal, encumbrances or other
restrictions (except those imposed by applicable securities laws).

     Section  3.3     Authorization.  The  Company  has  all requisite corporate
                      -------------
power  and  authority  to  execute and deliver this Agreement and to perform its
obligations  hereunder  and  to consummate the transactions contemplated hereby.
All  action  on  the  part of Seller necessary for the authorization, execution,
delivery  and  performance  of this Agreement has been taken by the Seller. This
Agreement,  when  duly executed and delivered in accordance with its terms, will
constitute  legal,  valid  and  binding  obligations  of  the Company and Seller
enforceable against it in accordance with its terms, except as may be limited by
bankruptcy,  insolvency,  reorganization  and  other


<PAGE>
similar  laws of general application affecting creditors' rights generally or by
general  equitable  principles.

     Hege  represents  that  he  is  a person of full age of majority, with full
power,  capacity,  and  authority  to  enter into this Agreement and perform the
obligations  contemplated  hereby by and for himself and his spouse.  All action
on  the  part  of  Hege necessary for the authorization, execution, delivery and
performance  of  this Agreement by him has been taken and will be taken prior to
Closing.  This  Agreement,  when  duly executed and delivered in accordance with
its  terms,  will  constitute  legal,  valid  and  binding  obligations  of Hege
enforceable  against  him in accordance with its terms, except as may be limited
by  bankruptcy,  insolvency,  reorganization  and  other similar laws of general
application  affecting  creditors'  rights  generally  or  by  general equitable
principles.

     Section  3.4     Consents.  No  consent  of,  approval  by,  order  or
                      --------
authorization  of,  or  registration, declaration or filing by the Seller or the
Company  with  any  court  or any governmental or regulatory agency or authority
having jurisdiction over the Seller or any of its property or assets is required
on the part of the Seller or the Company (a) in connection with the consummation
of  the transactions contemplated by this Agreement or (b) as a condition to the
legality,  validity  or enforceability as against the Company of this Agreement,
excluding  any  registration,  declaration or filing the failure to effect which
would  not  have  a  material  adverse  effect on the financial condition of the
Company.  Except for the landlord's consent, no consent or approval of any other
third  party  is  required  in  connection  with  the  execution,  delivery  and
performance  by  the  Seller  of  this  Agreement.

     Section  3.5     Acquisition  of  Stock  for  Investment.  The  Seller
                      ---------------------------------------
understands  that  any  issuance  of  the  Shares  (as referenced in Section 1.2
herein)  will  not  have  been  registered  under the Securities Act of 1933, as
amended  (the  "Act"),  or  any  state securities acts, and are accordingly, are
restricted  securities,  and the Seller represents and warrants to the Purchaser
that  the  Seller's  present  intention  is  to  receive and hold the Shares for
investment  only  and  not  with  a  view to the distribution or resale thereof.

     Additionally,  the  Seller  understands  that  any  sale  of any the Shares
issued,  under  current  law,  will  require  either (a) the registration of the
Shares  under  the Act and applicable state securities acts; (b) compliance with
Rule  144  of  the  Act;  or  (c)  the  availability  of  an  exemption from the
registration  requirements  of  the  Act  and  applicable state securities acts.

     To  assist  in implementing the above provisions, the Seller hereby consent
to  the  placement  of  the legend, or a substantially similar legend, set forth
below,  on all certificates representing ownership of the Shares acquired hereby
until the Shares have been sold, transferred, or otherwise disposed of, pursuant
to  the  requirements  hereof.  The  legend shall read substantially as follows:

          "THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
          SECURITIES  ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
          SECURITIES  ACTS.  THESE  SECURITIES  HAVE BEEN ACQUIRED FOR
                                                     =============
          INVESTMENT,  ARE  RESTRICTED  AS TO TRANSFERABILITY, AND MAY
          NOT  BE SOLD, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT
          COMPLIANCE  WITH  THE  REGISTRATION  AND  QUALIFICATION
          PROVISIONS  OF


<PAGE>
          APPLICABLE  FEDERAL  AND STATE SECURITIES LAWS OR APPLICABLE
          EXEMPTIONS  THEREFROM."

     Section  3.6     Litigation.  There  is  no  claim,  suit,  arbitration,
                      ----------
investigation,  judgment,  action  or  other  proceeding,  whether  judicial,
administrative  or otherwise, now pending or, to the best of Seller's knowledge,
threatened  before  any court, arbitration, administrative or regulatory body or
any  governmental agency which may result in any judgment, order, award, decree,
liability  or  other determination which will or could reasonably be expected to
have  a  material  adverse  effect upon the Company or the transfer by Seller to
Buyer  of  the  Units  under  this  Agreement.

     Section  3.7     Taxes.  The  Company  has  timely and accurately filed all
                      -----
federal,  state,  foreign and local tax returns and reports required to be filed
prior to such dates and have timely paid all taxes shown on such returns as owed
for  the  periods  of such returns, including all sales taxes and withholding or
other payroll related taxes shown on such returns and any taxes required to have
been withheld and paid in connection with amounts paid or owing to any employee,
creditor or independent contractor.  The Company has made adequate provision for
the  payment  of  all  taxes  accruable  for all periods ending on or before the
Closing  Date  to  any taxing authority and are not delinquent in the payment of
any  tax  or  governmental  charge  of any nature.  No assessments or notices of
deficiency  or  other  communications  have  been  received  by the Company with
respect  to any tax return which has not been paid, discharged or fully reserved
against  and  no  amendments  or  applications for refund have been filed or are
planned with respect to any such return.  The Company does not have knowledge of
any  actions  by  any  taxing  authority in connection with assessing additional
taxes  against or in respect of it for any past period.  There are no agreements
between the Company and any taxing authority waiving or extending any statute of
limitations  with  respect  to  any  tax  return.

     Section  3.8     Financial  Statements.  Seller  has delivered to Buyer the
                      ---------------------
audited  balance  sheet  of  the  Company  as  of  December 31, and 2004 and the
unaudited  balance  sheet for the quarter ended December 31, 2004, together with
the  related statements of income, changes in shareholder's equity and cash flow
for  the  year,  or  quarter,  then  ended,  including the related notes for the
Company  (collectively, the "Financial Statements").  Such Financial Statements,
including the related notes, are in accordance with the books and records of the
Company  and  fairly  represent  the  financial  position of the Company and the
results of operations and changes in financial position of the Company as of the
dates  and  for the periods indicated, in each case in conformity with generally
accepted accounting principles applied on a consistent basis.  Except as, and to
the  extent  reflected  or  reserved  against  in  the Financial Statements, the
Company,  as  of the date of the Financial Statements, has no material liability
or  obligation of any nature, whether absolute, accrued, continued or otherwise,
not  fully reflected or reserved against in the Financial Statements.  As of the
Closing  Date,  Seller  represents  there  have  been  no adverse changes in the
financial  condition  or other operations, business, properties or assets of the
Company from that reflected in the latest financial statements of the Company as
furnished  pursuant  to  this  Agreement.

     Section  3.9     Labor  Matters.  The  Company  is not a party or otherwise
                      --------------
subject  to  any  collective  bargaining  agreement  with  any  labor  union  or
association.  The  Company  is  not  a  party  to  any written or oral contract,
agreement  or  understanding  for  the  employment  of  any officer, director or
employee  of  the  Company.  The Company is not a party to any employee benefits
plans (as defined in Section 3(3) of the Employee Retirement Income Security Act
of  1974, as amended) or any other fringe or employee benefits plan, programs or
arrangements.


<PAGE>
     Section 3.10     Compliance with Laws; Permits.  The Company is, and at all
                      -----------------------------
times  prior  to  the  date  hereof  has  been, to the best of its knowledge, in
compliance  with  all  statutes,  orders,  rules,  ordinances  and  regulations
applicable  to  it or to the ownership of their assets or the operation of their
businesses,  except  for  failures  to  be  in  compliance that would not have a
material  adverse  effect on the business, properties or condition (financial or
otherwise) of the Company.  Except as contemplated by this Agreement the Company
owns,  holds,  possesses  or  lawfully uses in the operation of its business all
permits  and  licenses  which  are in any manner necessary for it to conduct its
business  as  now  or  previously  conducted.

     Section  3.11     No  Conflicts.  Te  execution and delivery by the Company
                       -------------
and  the Seller of this Agreement does not, and the performance and consummation
by  the  Company and the Seller of the transactions contemplated hereby will not
(i)  conflict  with  the articles of organization or regulations of the Company;
(ii)  conflict  with or result in a breach or violation of, or default under, or
give  rise  to  any  right  of acceleration or termination of, any of the terms,
conditions  or  provisions of any note, bond, lease, license, agreement or other
instrument  or  obligation  to  which  the  Company  is  a party or by which the
Company's  or  Seller's  assets  or  properties  are  bound; (iii) result in the
creation  of  any encumbrance on any of the assets or properties of the Company;
or  (iv) violate any law, rule, regulation or order applicable to the Company or
Seller  or  any  of  the  Company's  assets  or  properties.

     Section  3.12     Title  to Properties; Encumbrances.  The Company has good
                       ----------------------------------
and  marketable  title to all of the personal property and assets, that are used
in  the  business  that  are material to the condition (financial or otherwise),
business,  operations  or  prospects  of  the  Company,  free  and  clear of all
mortgages,  claims, liens, security interests, charges, leases, encumbrances and
other  restrictions  of  any  kind  and  nature,  except (i) as disclosed in the
Financial  Statements  of  the  Company,  (ii) any and all intellectual property
rights  of  the Seller and the Company, including but not limited to any and all
copyrights, trademarks, tradenames, trade secrets, servicemarks, slogans, logos,
corporate  or  partnership  names  (and  any existing or possible combination or
derivation of any or all of the same) associated with or used in connection with
the  operation  or  business of the Club, which may have been previously used by
the  Company,  (iii)  statutory  liens  not  yet delinquent, and (iv) such liens
consisting  of  zoning  or  planning  restrictions,  imperfections  of  title,
easements,  pledges,  charges  and  encumbrances,  if  any, as do not materially
detract  from  the  value  or  materially  interfere with the present use of the
property  or  assets  subject thereto or affected thereby.  The Company does not
own  any  real  property.

     Section  3.13     No  Pending  Transactions.  Except  for  the transactions
                       -------------------------
contemplated  by this Agreement, neither Seller nor the Company is a party to or
bound by or the subject of any agreement, undertaking, commitment or discussions
or  negotiations  with  any  person  that  could result in (i) the sale, merger,
consolidation  or  recapitalization  of the Company, (ii) the sale of any of the
assets  of  the  Company except in the ordinary course of business, or (iii) the
sale  of  any  outstanding  capital  stock  of  the  Company.

     Section  3.14     Contracts  and Leases.  Except as disclosed to the Buyer,
                       ---------------------
the Company (i) has no leases of personal property relating to the assets of the
Company,  whether  as  lessor  or  lessee;  (ii)  has  no  contractual  or other
obligations  relating to the assets of the Company, whether written or oral; and
(iii)  has not given any power of attorney to any person or organization for any
purpose


<PAGE>
relating  to  the  assets  of  the  Company.  Other than as contemplated by this
Agreement,  as  of  the Closing Date, there will not be any lease agreements for
the  Premises  where the Club is located.  The Company has provided Buyer access
to  each  and  every contract, lease or other document relating to the assets of
the  Company  to  which  they  are  subject or are a party or a beneficiary.  To
Seller's  knowledge,  such contracts, leases or other documents are valid and in
full  force  and  effect according to their terms and constitutes a legal, valid
and  binding  obligation of the Company and the other respective parties thereto
and  are enforceable in accordance with their terms.  Seller has no knowledge of
any  default or breach under such contracts, leases or other documents or of any
pending  or  threatened  claims  under  any  such  contracts,  leases  or  other
documents.

     Section  3.15     Material  Agreements;  Action   Except  as  disclosed  to
                       -----------------------------
Buyer,  there  are  no  contracts,  agreements,  commitments,  understandings or
proposed  transactions, whether written or oral, to which the Company is a party
or  by  which  it is bound that involve or relate to:  (i) any of the respective
officers,  managers  or  affiliates  of the Company; (ii) the sale of any of the
assets  of  the Company other than in the ordinary course of business; (iii) the
acquisition by the Company of any operating business or the capital stock of any
other  Person;  or  (iv)  the  borrowing  of  money.

     Section  3.16     No  Default.  The  Company is not (a) in violation of any
                       -----------
provision of its articles of organization or regulations or (b) in default under
any  term  or  condition  of any instrument evidencing, creating or securing any
indebtedness  of  the  Company,  and  there  has been no default in any material
obligation  to  be  performed  by  the  Company under any other contract, lease,
agreement,  commitment  or  undertaking to which it is a party or by which it or
its  assets  or  properties  are  bound, nor has the Company waived any material
right  under  any  such  contract,  lease, agreement, commitment or undertaking.

     Section  3.17     Books  and  Records.  The books of account, minute books,
                       -------------------
stock  record  books  and other records of the Company are accurate and complete
and have been maintained in accordance with sound business practices and will be
located  at  the  Premises  upon  Closing.

     Section  3.18     Insurance Policies.  Copies  of  all  insurance  policies
                       ------------------
maintained  by  the  Company  relating  to  the  operation of the Club have been
delivered  or  made  available  to Buyer.  The policies of insurance held by the
Company  are  in  such amounts, and insure against such losses and risks, as the
Company  reasonably  deems appropriate for its property and business operations.
All  such  insurance policies are in full force and effect, and all premiums due
thereon  have  been paid.  Valid policies for such insurance will be outstanding
and  duly  in  force  at  all  times  prior  to  the  Closing.

     Section  3.19      Disclosure.  No  representation  or  warranty  of Seller
                        ----------
contained  in this Agreement (including the exhibits hereto) contains any untrue
statement  or  omits  to  state  a  material fact necessary in order to make the
statements  contained  herein  or  therein,  in light of the circumstances under
which  they  were  made,  not  misleading.

     Section  3.20     Brokerage  Commission.  No broker or finder has acted for
                       ---------------------
the Seller, or the Company in connection with this Agreement or the transactions
contemplated  hereby, and no person is entitled to any brokerage or finder's fee
or  compensation in respect thereof based in any way on agreements, arrangements
or  understandings  made  by  or  on  behalf  of  Seller  or  the  Company.


<PAGE>
     Section 3.21     Environmental.  The Company has not received any citation,
                      -------------
directive,  letter or other communication, written or oral, or any notice of any
proceeding,  claim or lawsuit relating to any environmental issue arising out of
the  ownership  or  occupation  of  the  Club.

     Section 3.22     Banks and Brokerage Accounts.  Exhibit 3.22 sets forth (a)
                      ----------------------------
a  true  and  complete  list  of  the  names  and  locations of all banks, trust
companies,  securities  brokers  and  other  financial institutions at which the
Company  has  an  account or safe deposit box or maintains a banking, custodial,
trading  or  other  similar  relationship,  and (b) a true and complete list and
description  of each such account, box and relationship, indicating in each case
the  account  number and the names of the respective officers, employees, agents
or  other  similar  representatives  of  the Company having signatory power with
respect  thereto.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                                    OF BUYER

     Buyer hereby represents and warrants to Seller as follows:

     Section  4.1     Organization,  Good Standing and Qualification.  Buyer (i)
                      -----------------------------------------------
is  an  entity  duly  organized, validly existing and in good standing under the
laws  of the state of North Carolina, (ii) has all requisite power and authority
to  carry  on its business, and (iii) is duly qualified to transact business and
is in good standing in all jurisdictions where its ownership, lease or operation
of  property  or the conduct of its business requires such qualification, except
where  the  failure  to do so would not have a material adverse effect to Buyer.

     Section  4.2     Authorization.  Buyer  is  a corporation duly organized in
                      -------------
the state of North Carolina and has full power, capacity, and authority to enter
into this Agreement and perform the obligations contemplated hereby.  All action
on  the  part  of Buyer necessary for the authorization, execution, delivery and
performance  of  this  Agreement  by  it has been taken and will be taken.  This
Agreement,  when  duly executed and delivered in accordance with its terms, will
constitute  legal,  valid,  and binding obligations of Buyer enforceable against
Buyer  in  accordance  with  its  terms, except as may be limited by bankruptcy,
insolvency,  and  other similar laws affecting creditors' rights generally or by
general  equitable  principles.

     Section  4.3     Consents.  No  permit,  consent, approval or authorization
                      --------
of,  or  designation,  declaration or filing with, any governmental authority or
any  other  person or entity is required on the part of Buyer in connection with
the  execution  and  delivery by Buyer of this Agreement or the consummation and
performance  of  the  transactions  contemplated  hereby  other  than  as may be
required  under  the  federal  securities  laws.

     Section  4.4     Disclosure.  No  representation  or  warranty  of  Buyer
                      ----------
contained  in this Agreement (including the exhibits hereto) contains any untrue
statement  or  omits  to  state  a  material fact necessary in order to make the
statements  contained  herein  or  therein,  in light of the circumstances under
which  they  were  made,  not  misleading.


<PAGE>
     Section  4.5     Brokerage  Commission.  No  broker or finder has acted for
                      ---------------------
the  Buyer  in  connection  with this Agreement or the transactions contemplated
hereby,  and  no  person  is  entitled  to  any  brokerage  or  finder's  fee or
compensation  in respect thereof based in any way on agreements, arrangements or
understandings  made  by  or  on  behalf  of  Buyer.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES
                                    OF RICK'S

     Rick's hereby represents and warrants to Seller as follows:

     Section  5.1     Organization, Good Standing and Qualification.  Rick's (i)
                      ----------------------------------------------
is a corporation duly organized, validly existing and in good standing under the
laws  of the State of Texas, (ii) has all requisite power and authority to carry
on its business, and (iii) is duly qualified to transact business and is in good
standing  in  all  jurisdictions  where  its  ownership,  lease  or operation of
property  or  the  conduct  of  its business requires such qualification, except
where  the  failure to do so would not have a material adverse effect to Rick's.

     Section  5.2     Authorization.  Rick's  is a corporation duly organized in
                      -------------
the  state  of  Texas  and has full power, capacity, and authority to enter into
this  Agreement  and perform the obligations contemplated hereby.  All action on
the  part  of  Rick's  necessary  for the authorization, execution, delivery and
performance  of  this  Agreement  by  it has been taken and will be taken.  This
Agreement,  when  duly executed and delivered in accordance with its terms, will
constitute  legal,  valid, and binding obligations of Rick's enforceable against
Rick's  in  accordance  with  its terms, except as may be limited by bankruptcy,
insolvency,  and  other similar laws affecting creditors' rights generally or by
general  equitable  principles.

     Section  5.3     Consents.  No  permit,  consent, approval or authorization
                      --------
of,  or  designation,  declaration or filing with, any governmental authority or
any  other person or entity is required on the part of Rick's in connection with
the  execution  and delivery by Rick's of this Agreement or the consummation and
performance  of  the  transactions  contemplated  hereby  other  than  as may be
required  under  the  federal  securities  laws.

     Section  5.4     Disclosure.  No  representation  or  warranty  of  Rick's
                      ----------
contained  in this Agreement (including the exhibits hereto) contains any untrue
statement  or  omits  to  state  a  material fact necessary in order to make the
statements  contained  herein  or  therein,  in light of the circumstances under
which  they  were  made,  not  misleading.

     Section  5.5     Brokerage  Commission.  No  broker or finder has acted for
                      ---------------------
the  Rick's  in  connection with this Agreement or the transactions contemplated
hereby,  and  no  person  is  entitled  to  any  brokerage  or  finder's  fee or
compensation  in respect thereof based in any way on agreements, arrangements or
understandings  made  by  or  on  behalf  of  Rick's.


<PAGE>
                                   ARTICLE VI
                              CONDITIONS TO CLOSING

     The  obligations  of  the  parties  to effect the transactions contemplated
hereby  are  subject  to  the  satisfaction  at  or  prior to the Closing of the
following  conditions:

     Section  6.1     Conditions  to  Obligations  of  Buyer  and  Rick's.
                      ---------------------------------------------------

          (a)     Representations  and  Warranties  of  the  Seller.  The
                  -------------------------------------------------
representations  and  warranties of the Company and the Seller shall be true and
correct  on the date hereof and on and as of the Closing Date, as though made on
and  as  of  the  Closing  Date.

          (b)     Resolutions.  Seller  shall  have delivered resolutions of the
                  -----------
Company,  which  authorize  the  execution,  delivery  and  performance  of this
Agreement  and  the  documents  referred  to herein to which it is or is to be a
party  dated  as  of  the  Closing  Date.

          (c)     Third-Party  Consents.  Any  and  all  consents  or  waivers
                  ---------------------
required  from  third  parties  relating  to  this Agreement or any of the other
transactions  contemplated  hereby  shall  have  been  obtained.

          (d)     Satisfactory  Diligence.  Buyer  shall  have concluded its due
                  -----------------------
diligence  investigation  of  the  Company and its assets and properties and all
other  matters related to the foregoing, and shall be satisfied, in its absolute
and  sole  discretion,  with  the  results  thereof.

          (e)     No  Actions  or  Proceedings.  No  claim,  action,  suit,
                  ----------------------------
investigation  or  proceeding shall be pending or threatened before any court or
governmental  agency  which  presents  a  substantial  risk  of the restraint or
prohibition  of  the  transactions  contemplated  by  this  Agreement.

          (f)     Government  Approvals.  All authorizations, permits, consents,
                  ---------------------
orders, licenses or approvals of, or declarations or filings with, or expiration
of  waiting  periods  imposed  by,  any  governmental  entity  necessary for the
consummation  of the transactions contemplated by this Agreement shall have been
filed,  occurred  or  been  obtained.

          (g)     Resignation  of  Officer.  Tony Hege shall have resigned as an
                  ------------------------
officer  and  director  of  the  Company.

     Section  6.2     Conditions  to  Obligations  of the Company and the Seller
                      ----------------------------------------------------------

          (a)     Representations,  Warranties  and  Agreements  of  Buyer  and
                  -------------------------------------------------------------
Rick's.  The  representations  and warranties of Buyer shall be true and correct
on  the  date hereof and on and as of the Closing Date, as though made on and as
of  the  Closing  Date.

          (b)     Resolutions.  Buyer  and  Risk's  shall deliver resolutions of
                  -----------
the Buyer and Rick's, which authorize the execution, delivery and performance of
this Agreement and the documents referred to herein to which it is or is to be a
party  dated  as  of  the  Closing  Date.


<PAGE>
          (c)     Third-Party  Consents.  Any  and  all  consents  or  waivers
                  ---------------------
required  from  third  parties  relating  to  this Agreement or any of the other
transactions  contemplated  hereby  shall  have  been  obtained.

          (d)     No  Actions  or  Proceedings.  No  claim,  action,  suit,
                  ----------------------------
investigation  or  proceeding shall be pending or threatened before any court or
governmental  agency  which  presents  a  substantial  risk  of the restraint or
prohibition of the transactions contemplated by this Agreement.

          (e)     Government  Approvals.  All authorizations, permits, consents,
                  ---------------------
orders  or  approvals  of,  or  declarations  or  filings with, or expiration of
waiting  periods  imposed  by,  any  governmental  entity  necessary  for  the
consummation  of the transactions contemplated by this Agreement shall have been
filed,  occurred  or  been  obtained.

                                   ARTICLE VII
                                 INDEMNIFICATION

     Section  7.1     Indemnification  from Seller.  Seller hereby agrees to and
                      ----------------------------
shall indemnify, defend (with legal counsel reasonably acceptable to Buyer), and
hold  Buyer,  its  officers,  directors,  shareholders,  employees,  affiliates,
agents,  legal  counsel successors and assigns (collectively, the "Buyer Group")
harmless at all times after the date of this Agreement, from and against any and
all  actions,  suits,  claims, demands, debts, liabilities, obligations, losses,
damages,  costs,  expenses, penalties or injury  (including reasonable attorneys
fees  and costs of any suit related thereto) (collectively, "Indemnifiable Loss"
or  "Indemnifiable  Losses")  suffered  or  incurred  by  any of the Buyer Group
arising  from:  (a) any material misrepresentation by, or material breach of any
covenant  or  warranty  of  Seller  contained in this Agreement, or any exhibit,
certificate,  or  other instrument furnished or to be furnished by Seller or the
Company  hereunder; (b) any nonfulfillment of any material agreement on the part
of  Seller  under  this Agreement; or (c) any suit, action, proceeding, claim or
investigation  against  Buyer  which  arises  from  or  which  is  based upon or
pertaining  to  Seller's conduct or the operation or liabilities of the business
of  the  Company  prior  to  entering  into  the  Management  Agreement.

     Section  7.2     Indemnification  from  Buyer.  Buyer  agrees  to and shall
                      ----------------------------
indemnify,  defend (with legal counsel reasonably acceptable to Seller) and hold
Seller  and  his  agents,  affiliates,  legal  counsel,  successors  and assigns
(collectively, the "Seller's Group") harmless at all times after the date of the
Agreement  from  and against any and all actions, suits, claims, demands, debts,
liabilities,  obligations, losses, damages, costs, expenses, penalties or injury
(including  reasonably  attorneys  fees  and  costs of any suit related thereto)
suffered or incurred by any of the Seller's Group, arising from (a) any material
misrepresentation  by,  or  material breach of any covenant or warranty of Buyer
contained  in  this Agreement or any exhibit, certificate, or other agreement or
instrument  furnished  or  to  be  furnished  by  Buyer  hereunder;  (b)  any
nonfulfillment  of  any  material  agreement  on  the  part  of Buyer under this
Agreement;  or  (c) any suit, action, proceeding, claim or investigation against
Seller which arises from or which is based upon or pertaining to Buyer's conduct
or  the operation or liabilities of the business of Buyer subsequent to entering
into  the  Management  Agreement.

     Section  7.3     Defense  of  Claims.
                      -------------------


<PAGE>
     (a)     If  any  indemnitee receives notice of assertion or commencement of
any  claim,  action or proceeding made or brought by any person or entity who or
which  is  not  a  party  to  this  Agreement or an affiliate of a party to this
Agreement ("Third Party Claim") against such indemnitee with respect to which an
indemnifying party is obligated to provide indemnification under this Agreement,
the  indemnitee  will  give  such  indemnifying  party reasonably prompt written
notice  thereof, but in any event not later than thirty (30) calendar days after
receipt of such notice of such Third Party Claim.  Such notice will describe the
Third  Party  Claim  in  reasonable  detail, will include copies of all material
written  evidence  thereof and will indicate the estimated amount, if reasonably
practicable,  of the Indemnifiable Loss that has been or may be sustained by the
indemnitee.  The  indemnifying  party will have the right to participate in, or,
by  giving written notice to the indemnitee, to assume, the defense of any Third
Party  Claim  at  such indemnifying party's own expense and by such indemnifying
party's  own  counsel  (reasonably  satisfactory  to  the  indemnitee),  and the
indemnitee  will  cooperate  in  good  faith  in  such  defense.

     (b)     If,  within  ten  (10) calendar days after giving notice of a Third
Party  Claim  to an indemnifying party pursuant to Section 7.3(a), an indemnitee
receives  written notice from the indemnifying party that the indemnifying party
has  elected  to assume the defense of such Third Party Claim as provided in the
last  sentence  of Section 7.3(a), the indemnifying party will not be liable for
any  legal  expenses  subsequently incurred by the indemnitee in connection with
the  defense thereof; provided, however, that if the indemnifying party fails to
take  reasonable  steps  necessary  to  defend diligently such Third Party Claim
within ten (10) calendar days after receiving written notice from the indemnitee
that  the  indemnitee  believes  the  indemnifying party has failed to take such
steps  or  if  the  indemnifying party has not undertaken fully to indemnify the
indemnitee  in  respect  of all Indemnifiable Losses relating to the matter, the
indemnitee may assume its own defense, and the indemnifying party will be liable
for  all  reasonable costs or expenses paid or incurred in connection therewith.
Without the prior written consent of the indemnitee, the indemnifying party will
not  enter  into  any  settlement  of  any Third Party Claim which would lead to
liability  or  create  any  financial  or  other  obligation  on the part of the
indemnitee  for  which  the  indemnitee  is  not  entitled  to  indemnification
hereunder.  If  a  firm  offer  is  made  to  settle a Third Party Claim without
leading  to  liability or the creation of a financial or other obligation on the
part  of  the  indemnitee  for  which  the  indemnitee  is  not  entitled  to
indemnification hereunder and the indemnifying party desires to accept and agree
to such offer, the Indemnifying party will give written notice to the indemnitee
to  that  effect.  If  the indemnitee fails to consent to such firm offer within
ten  (10)  calendar  days  after  its receipt of such notice, the indemnitee may
continue  to  contest  or  defend such Third Party Claim and, in such event, the
maximum  liability  of  the indemnifying party as to such Third Party Claim will
not  exceed the amount of such settlement offer, plus costs and expenses paid or
incurred  by  the  indemnitee  through  the end of such ten calendar day period.

     (c)     A  failure  to  give  timely  notice  or  to  include any specified
information  in  any  notice  as  provided in Sections 7.3(a) or 7.3(b) will not
affect  the  rights or obligations of any party hereunder except and only to the
extent  that,  as  a  result  of  such  failure, any party which was entitled to
receive  such  notice was deprived of its right to recover any payment under its
applicable  insurance  coverage  or  was  otherwise  damaged as a result of such
failure.

     (d)     The  indemnifying  party will have a period of thirty (30) calendar
days within which to respond in writing to any claim by an indemnitee on account
of  an  Indemnifiable  Loss  which  does  not result from a Third Party Claim (a
"Direct  Claim").  If  the  indemnifying  party  does  not  so


<PAGE>
respond within such thirty (30) calendar day period, the indemnifying party will
be  deemed  to  have  rejected such claim, in which event the indemnitee will be
free  to pursue such remedies as may be available to the indemnitee on the terms
and  subject  to  the  provisions  of  this  Article  VII.

     (e)     If  the amount of any Indemnifiable Loss, at any time subsequent to
the  making  of  an  indemnity  payment,  is  reduced by recovery, settlement or
otherwise under or pursuant to any insurance coverage, or pursuant to any claim,
recovery,  settlement  or  payment by or against any other entity, the amount of
such  reduction,  less  any  costs,  expenses,  premiums  or  taxes  incurred in
connection  therewith  (together  with interest thereon from the date of payment
thereof  at  the annualized rate of interest equal to the "prime" or "reference"
rate of interest as publicly announced by Bank One, N.A. and in effect from time
to time during the relevant period, calculated on the basis of the actual number
of  days  elapsed  over  365)  will  promptly be repaid by the indemnitee to the
indemnifying  party.  Upon  making  any indemnity payment the indemnifying party
will,  to  the  extent of such indemnity payment, be subrogated to all rights of
the  indemnitee  against  any  third  party  that  is  not  an  affiliate of the
indemnitee  in  respect of the Indemnifiable Loss to which the indemnity payment
related;  provided,  however,  that  (i) the indemnifying party shall then be in
compliance  with  its  obligations  under  this  Agreement  in  respect  of such
Indemnifiable  Loss  and (ii) until the indemnitee recovers fully payment of its
Indemnifiable  Loss,  any  and  all claims of the indemnifying party against any
such  third  party  on  account of said indemnity Payment will be subrogated and
subordinated  in  right of payment to the indemnitee's rights against such third
party.  Without limiting the generality or effect of any other provision hereof,
each  such  indemnitee and indemnifying party will duly execute upon request all
instruments  reasonably  necessary  to  evidence and perfect the above-described
subrogation  and  subordination  rights.

     Section  7.4     Default  of  Indemnification  Obligation.  If an entity or
                      ----------------------------------------
individual  having  an indemnification, defense and hold harmless obligation, as
above provided, shall fail to assume such obligation, then the party or entities
or  both,  as  the  case  may be, to whom such indemnification, defense and hold
harmless  obligation  is  due  shall  have the right, but not the obligation, to
assume and maintain such defense (including reasonable counsel fees and costs of
any  suit  related  thereto)  and  to make any settlement or pay any judgment or
verdict  as  the  individual  or  entities deem necessary or appropriate in such
individual's or entities' absolute sole discretion and to charge the cost of any
such  settlement,  payment,  expense  and  costs, including reasonable attorneys
fees,  to  the  entity  or  individual  that  had the obligation to provide such
indemnification,  defense and hold harmless obligation and same shall constitute
an additional obligation of the entity or of the individual or both, as the case
may  be.

     Section 7.5     Termination.  Indemnification obligations of the Seller and
                     -----------
the Buyer shall terminate on February 1, 2006.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     Section  8.1     Amendment;  Waiver.  Neither  this  Agreement  nor  any
                      ------------------
provision  hereof  may  be  amended, modified or supplemented unless in writing,
executed  by  all  the  parties  hereto.  Except as otherwise expressly provided
herein,  no waiver with respect to this Agreement shall be enforceable unless in
writing  and  signed  by the party against whom enforcement is sought. Except as
otherwise  expressly  provided  herein,  no  failure  to  exercise,  delay  in
exercising,  or  single or partial exercise of any right, power or remedy by any
party,  and  no  course  of  dealing  between  or


<PAGE>
among  any  of  the parties, shall constitute a waiver of, or shall preclude any
other or further exercise of, any right, power or remedy.

     Section  8.2     Notices.  Any  notices or other communications required or
                      -------
permitted  hereunder  shall be sufficiently given if in writing and delivered in
person,  transmitted  by  facsimile  transmission (fax) or sent by registered or
certified  mail  (return  receipt  requested)  or  recognized overnight delivery
service,  postage  pre-paid,  addressed as follows, or to such other address has
such  party  may  notify  to  the  other  parties  in  writing:

     (a)  if to the Seller:       Tony Hege
                                  509 Glen Walk
                                  Fort Mill, SC 29708

                 with a copy to:  Norman L. Sloan, Esq.
                                  1014 West Fifth Street
                                  Winston-Salem, NC 27101


     (b)  if to Buyer or Rick's:  RCI Entertainment (North Carolina), Inc.
                                  Attn:  President
                                  10959 Cutten Road
                                  Houston, Texas  77066

                 With a copy to:  Robert D. Axelrod
                                  Axelrod Smith & Kirshbaum
                                  5300 Memorial Drive, Suite 700
                                  Houston, Texas  77007

A  notice  or  communication  will be effective (i) if delivered in person or by
overnight  courier,  on the business day it is delivered, (ii) if transmitted by
telecopier,  on  the  business  day of actual confirmed receipt by the addressee
thereof,  and  (iii) if sent by registered or certified mail, three (3) business
days  after  dispatch.

     Section  8.3     Severability.  Whenever  possible,  each provision of this
                      ------------
Agreement shall be interpreted in such manner as to be effective and valid under
applicable  law, but if any provision of this Agreement is held to be prohibited
by  or  invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of  this  Agreement.

     Section  8.4     Assignment;  Successors  and Assigns.  Except as otherwise
                      -----------  -----------------------
provided  herein,  the  provisions  hereof shall inure to the benefit of, and be
binding  upon,  the  successors and permitted assigns of the parties hereto.  No
party  hereto  may  assign  its  rights  or  delegate its obligations under this
Agreement  without  the prior written consent of the other parties hereto, which
consent  will  not  be  unreasonably  withheld.

     Section  8.5     Entire  Agreement.  This Agreement and the other documents
                      -----------------
delivered  pursuant  hereto  constitute  the  full  and entire understanding and
agreement  between  the  parties  with  regard  to the subject matter hereof and
thereof  and  supersede  and  cancel  all  prior  representations,


<PAGE>
alleged  warranties,  statements,  negotiations,  undertakings,  letters,
acceptances,  understandings,  contracts  and  communications, whether verbal or
written  among  the  parties  hereto and thereto or their respective agents with
respect  to  or  in  connection  with  the  subject  matter  hereof.

     Section  8.6     Jurisdiction.  This  Agreement  shall  be governed by, and
                      ------------
construed  in  accordance with, the laws of the State of North Carolina, without
regard  to  principles  of  conflict  of laws.  The parties agree that venue for
purposes  of  construing  or  enforcing  this  Agreement  shall  be  proper  in
Mecklenburg  County,  North  Carolina.

     Section  8.7     Counterparts  and  Facsimiles.  This  Agreement  may  be
                      -----------------------------
executed  in  multiple  counterparts  and in any number of counterparts, each of
which  shall  be  deemed  an  original,  but  all  of which taken together shall
constitute  and  be  deemed  to be one and the same instrument and each of which
shall  be  considered  and  deemed an original for all purposes.  This Agreement
shall  be effective with the facsimile signature of any of the parties set forth
below  and  the facsimile signature shall be deemed as an original signature for
all  purposes and the Agreement shall be deemed as an original for all purposes.

     Section  8.8     Costs  and  Expenses.   Each  party  shall  pay  their own
                      --------------------
respective  fees,  costs  and  disbursements  incurred  in  connection with this
Agreement.

     Section  8.9     Section  Headings.  The section and subsection headings in
                      -----------------
this Agreement are used solely for convenience of reference, do not constitute a
part  of  this  Agreement,  and  shall  not  affect  its  interpretation.

     Section  8.10     No  Third-Party Beneficiaries.  Nothing in this Agreement
                       -----------------------------
will  confer  any  third  party  beneficiary  or  other  rights  upon any person
(specifically  including any employees of the Company) or any entity that is not
a  party  to  this  Agreement.

     Section 8.11     Attorneys' Review.  In connection with the negotiation and
                      -----------------
drafting of this Agreement, the parties represent and warrant to each other they
have  had  the  opportunity  to  be  advised  by  attorneys of their own choice.

     Section  8.12     Further  Assurances.  Each  party  covenants  that at any
                       -------------------
time,  and  from  time  to  time,  after  the Closing Date, it will execute such
additional  instruments  and take such actions as may be reasonably be requested
by  the other parties to confirm or perfect or otherwise to carry out the intent
and  purposes  of  this  Agreement.

     Section  8.13     Exhibits  Not Attached.  Any exhibits not attached hereto
                       ----------------------
on  the  date  of  execution  of  this Agreement shall be deemed to be and shall
become  a  part of this Agreement as if executed on the date hereof upon each of
the  parties  initialing  and  dating  each  such exhibit, upon their respective
acceptance  of  its  terms,  conditions  and/or  form.

     IN  WITNESS  WHEREOF, the undersigned have executed this Purchase Agreement
to  become  effective  as  of  the  date  first  set  forth  above.


<PAGE>
                                       RCI ENTERTAINMENT
                                       (NORTH CAROLINA), INC.

                                       /s/ Eric Langan
                                       ----------------------------------------
                                       By: Eric Langan, President
                                       Date: June 13, 2005

                                       RICK'S CABARET INTERNATIONAL, INC.

                                       /s/ Eric Langan
                                       ----------------------------------------
                                       By: Eric Langan, President
                                       Date: June 13, 2005

                                       SELLER

                                       /s/ Tony Hege
                                       ----------------------------------------
                                       Tony Hege, Individually
                                       Date: June 13, 2005

                                       TOP SHELF ENTERTTAINMENT, LLC

                                       /s/ Tony Hege
                                       ----------------------------------------
                                       By: Tony Hege, Manager
                                       Date: June 13, 2005

</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
EXHIBIT 99.1

RICK'S  CABARET INTERNATIONAL, INC. COMPLETES ACQUISITION OF GENTLEMEN'S CLUB IN
CHARLOTTE,  NC

HOUSTON - (June 14, 2005)  -- RICK'S CABARET INTERNATIONAL, INC. [RICK: NASDAQ],
which  operates  upscale gentlemen's clubs, today completed the acquisition of a
30,000  square foot three-in-one nightclub complex in CHARLOTTE, NORTH CAROLINA.

Under terms of the purchase agreement Rick's Cabaret acquired the venue formerly
known  as  THE  MANHATTAN  CLUB  from  TOP SHELF LLC, for $1,000,000 through the
issuance  of  180,000  shares  of  restricted  common  stock  and  a seven-year,
seven-percent  promissory  note  for $325,000. Rick's Cabaret has been operating
the  club  since  February  1st  under  a  management  agreement.

The new Rick's Cabaret-Charlotte offers adult entertainment for men seven days a
week  in  an  upscale gentlemen's club cabaret, presents a male review for women
five  nights  a  week in an adjoining self-contained 8,000 square foot club, and
operates  a  traditional nightclub in the third section of the building (at 5300
Old  Pineville  Road).

"In just four months we have created the premier adult playground in Charlotte,"
said  RICK'S CABARET CEO ERIC LANGAN. "We are here to stay for the long term. We
think our three-in-one concept is perfect for this receptive and rapidly growing
customer  base,  which has been very receptive to the Rick's formula of friendly
customer  service  plus  extraordinarily  beautiful  girls for the gentlemen and
good-looking  guys  for  the  ladies."

This  is the second major acquisition announced this year by Rick's Cabaret.  On
January  18th the company purchased the former PARADISE CLUB in midtown New York
City,  which  will  open  later  this  summer  following  extensive  remodeling.

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
- -------------------------------------------------------------------------
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
