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<SEC-DOCUMENT>0001140361-06-007169.txt : 20060511
<SEC-HEADER>0001140361-06-007169.hdr.sgml : 20060511
<ACCEPTANCE-DATETIME>20060511132255
ACCESSION NUMBER:		0001140361-06-007169
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20060509
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060511
DATE AS OF CHANGE:		20060511

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:		06829138

	BUSINESS ADDRESS:	
		STREET 1:		10959 CUTTEN ROAD
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77066
		BUSINESS PHONE:		2813976730

	MAIL ADDRESS:	
		STREET 1:		10959 CUTTEN ROAD
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77066
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8-k.txt
<DESCRIPTION>RICK'S CABARET INTERNATIONAL, INC. 8-K 5-9-2006
<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:  May 9, 2006

                       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)


<PAGE>
ITEM 2.01     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

     On  May  9,  2006,  we entered a Stock Purchase Agreement (the "Agreement")
with  Joint  Ventures,  Inc.,  a  Texas  corporation  ("JVI"),  and  JVI's  two
stockholders  who are unrelated third parties (the "Sellers") to purchase all of
the shares of common stock of JVI. Under the terms of the Agreement, we acquired
all  of  the  assets  of  JVI, including an adult entertainment cabaret known as
Dreamer's  Cabaret  located  at  802  Houston  Blvd.,  South  Houston,  Texas
("Dreamers").

     Pursuant  to  the  terms  of  the Agreement, we paid a total sales price of
$840,000  which  was paid in cash at the time of closing.  Pursuant to the terms
and  conditions  of the Agreement, the Sellers entered into a five year covenant
not  to  compete  with  us  in  the  city  of  South  Houston.

     The  transaction  was  partially  funded  by  our issuance of a Convertible
Debenture  in  the  principal  amount  of  $600,000  (the  "Debenture") to Ralph
McElroy,  a  greater  than  10% shareholder (the "Holder").  The Debenture bears
interest  at  the  rate of 12% per annum with a maturity date of April 30, 2008.
Under  the  terms  of  the  Debenture,  we are required to make monthly interest
payments  beginning  June 1, 2006.  We have the right to redeem the Debenture in
whole  or  in part at any time during the term of the Debenture.  The Holder has
the  option  to  convert  all  or  any  portion  of  the principal amount of the
Debenture  into  shares  of  our  common stock at a rate of $6.55 per share (the
"Conversion  Shares"),  subject  to  adjustment  under  certain conditions.  The
Debenture  provides,  absent  shareholder approval, that the number of shares of
our  common  stock  that  may  be  issued  by  us or acquired by the Holder upon
conversion  of  the  Debenture  shall  not  exceed 19.99% of the total number of
issued  and  outstanding shares of our common stock.  The Conversion Shares have
piggyback  registration  rights.  The  Debenture  is  secured by a deed of trust
covering  our  property  located  at  9009  Airport  Blvd.,  Houston,  Texas

     The  terms and conditions of the transaction were the result of arms-length
negotiation  between  the parties.   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                        Stock Purchase Agreement

99.1                        Press release dated May 9, 2006.


                                   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:  May 9, 2006                    Eric Langan
                                      Chief Executive Officer, Chairman and
                                      Acting Chief Financial Officer


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


     This  Stock  Purchase  Agreement (the "Agreement") is made and entered into
this  9th  day  of  May,  2006,  by  and  among  Joint  Ventures,  Inc., a Texas
corporation  (the  "Company"),  Cynthia  D.  Smith  ("Smith") and Robert M. Nash
("Nash")  (Smith  and Nash are referred to collectively as "Sellers") and Rick's
Cabaret  International,  Inc.,  a  Texas  corporation ("Purchaser" or "Rick's").

     WHEREAS,  Nash  owns  1,932  shares of common stock, $1.00 par value of the
Company,  which  shares  represents 50% of all of the shares of capital stock of
the  Company  presently  outstanding;  and

     WHEREAS,  Smith  owns  1,932 shares of common stock, $1.00 par value of the
Company,  which  shares  represent  50%  of  the  shares of capital stock of the
Company  presently  outstanding;  and

     WHEREAS,  the  shares  of  common  stock  owned  by  Nash  and by Smith are
hereinafter  collectively  referred  to  as  the  "Shares";  and

     WHEREAS, the Company owns and operates an adult entertainment cabaret known
as  Dreamers  Cabaret  ("Dreamers") located at 802 Houston Blvd., South Houston,
Texas  77587;  and

     WHEREAS,  the Sellers desire to sell the Shares of the Company to Rick's on
the  terms  and  conditions  set  forth  herein;  and

     WHEREAS,  Rick's desires to purchase the Shares of the Company from Sellers
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 SHARES

     Section  1.1     Sale  of  the Shares.  Subject to the terms and conditions
                      --------------------
set forth in this Agreement, at the Closing (as hereinafter defined) the Sellers
hereby  agree  to sell, transfer, convey and deliver to Rick's all of the Shares
of  common  stock  of  the  Company,  free  and clear of all encumbrances, which
represents  all  of  the  outstanding  capital  stock  of the Company, and shall
deliver  to  Rick's stock certificates representing the Shares, duly endorsed to
Rick's  or  accompanied  by  duly  executed  stock  powers in form and substance
satisfactory  to  Rick's.

     Section  1.2     Purchase  Price.  As consideration for the purchase of the
                      ---------------
Shares,  Rick's  shall  pay  to  Sellers  a total consideration of $840,000 (the
"Purchase  Price") payable 50% to Smith ($420,000) and 50% to Nash ($420,000) by
cashier's  check,  certified  funds  or  wire  transfer  at  the  Closing of the
transaction.


<PAGE>
                                   ARTICLE II
                                    CLOSING

     Section  2.1     The Closing.  The closing of the transactions contemplated
                      -----------
by  this  Agreement  shall take place on or before April  30, 2006 (the "Closing
Date"),  at  the  offices  of Axelrod, Smith and Kirshbaum, 5300 Memorial Drive,
Suite 700, Houston, Texas  77007, or at such other time and place as agreed upon
among  the  parties  hereto  (the  "Closing").

     Section  2.2     Delivery  and  Execution.  At the Closing: (a) the Sellers
                      ------------------------
shall  deliver to Rick's certificates evidencing the Shares of the Company, free
and  clear  of  any  liens,  claims, equities, charges, options, rights of first
refusal or encumbrances, duly endorsed to Rick's or accompanied by duly executed
stock  powers  in  form and substance satisfactory to Rick's against delivery by
Rick's to the Sellers of payment in an amount equal to the Purchase Price of the
Shares  being  purchased  by  Rick's in the manner set forth herein; and (b) the
Related  Transactions  (as defined below) shall be consummated concurrently with
the  Closing.

     Section 2.3     Related Transactions.  In addition to the purchase and sale
                     --------------------
of  the  Shares, the following actions shall take place contemporaneously at the
Closing  (collectively,  the  "Related  Transactions"):

     (i)  The Sellers  will  enter  into  a  five  (5)  year  covenant  not  to
          compete  pursuant  to the terms of which the Sellers will agree not to
          compete,  either directly of indirectly, with Joint Ventures, Dreamers
          or  Rick's  by  operating  an  establishment  featuring  live  adult
          entertainment  within  the  corporate  limits  of  the  city  of South
          Houston,  Texas;  and

     (ii) The Landlord  for  the  existing  lease  agreement  for  the  location
          where  Dreamers  is  located  shall  consent  to  the  transaction
          contemplated  by  this  Agreement  and shall enter into an option with
          Rick's to extend the lease for an additional five (5) year period from
          the  end  of  the  present  term  of  the  lease.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                         OF THE SELLERS AND THE COMPANY

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

     Section  3.1.     Organization,  Good  Standing  and  Qualification.  The
                       --------------------------------------------------
Company  (i)  is an entity 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 the
Sellers  or  the  Company.

     At  Closing, the authorized capital stock of the Company consists of 10,000
shares  of  common  stock,  $1.00  par  value, of which 3,864 shares are validly
issued  and  outstanding.  There  are


                       Stock Purchase Agreement - Page 2
<PAGE>
no shares of preferred stock authorized or issued and there is no other class of
capital  stock  authorized  or  issued  by  the  Company.  All of the issued and
outstanding  shares  of common stock of the Company are owned by the Sellers and
are  fully  paid and non-assessable.  None of the shares issued are in violation
of  any  preemptive  rights.  The  Company  has  no  obligation  to  repurchase,
reacquire,  or  redeem  any  of  its  outstanding  capital  stock.  There are no
outstanding  securities  convertible into or evidencing the right to purchase or
subscribe  for  any  shares  of  capital  stock  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  shares  of  its  capital stock or any securities convertible into or
evidencing  the right to purchase or subscribe for any shares of such stock, and
there  are  no  agreements  or  understandings with respect to the voting, sale,
transfer or registration of any shares of capital stock of the Company.

     Section  3.2     Subsidiaries.  The  Company  has  no  subsidiaries.
                      ------------

     Section 3.3     Ownership of the Shares.  The Sellers own, beneficially and
                      -----------------------
of record, all of the Shares of the Company free and clear of any liens, claims,
equities,  charges,  options,  rights  of  first refusal, or encumbrances.   The
Sellers  have  the  unrestricted right and power to transfer, convey and deliver
full  ownership  of  the  Shares  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 Shares to Rick's as contemplated herein,
Rick's  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  3.4     Authorization.  Sellers represent that each 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  for
himself/herself  and his/her spouse. All action on the part of Sellers necessary
for  the authorization, execution, delivery and performance of this Agreement by
him/her  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  Sellers  enforceable  against  him/her  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.

     All  corporate  action  on  the  part  of  the  Company  necessary  for the
authorization,  execution,  delivery  and  performance  of this Agreement by the
Company  has  been taken or will be taken prior to the Closing.  The Company has
the requisite corporate power and authority to execute, deliver and perform this
Agreement.  This  Agreement, when duly executed and delivered in accordance with
its  terms,  will  constitute  a  valid  and  binding obligation of the Company,
enforceable  against  the Company in accordance with its terms, except as may be
limited  by  bankruptcy,  insolvency,  reorganization, and other similar laws of
general  application  relating  to or affecting creditors' rights and to general
equitable  principles.

     Section  3.5     No  Breaches  or  Defaults.  The  execution, delivery, and
                      --------------------------
performance  of  this  Agreement  by  the Sellers and the Company does not:  (i)
conflict  with,  violate,  or  constitute  a  breach of or a default under, (ii)
result  in  the creation or imposition of any lien, claim, or encumbrance of any
kind  upon  the  Shares,  or (iii) require any authorization, consent, approval,
exemption,  or  other


                       Stock Purchase Agreement - Page 3
<PAGE>
action  by  or  filing  with any third party or Governmental Authority under any
provision  of:  (a)  any applicable Legal Requirement, or (b) any credit or loan
agreement,  promissory  note,  or any other agreement or instrument to which the
Sellers  or  the  Company  is  a  party  or  by which the Shares may be bound or
affected.  For  purposes  of  this Agreement, "Governmental Authority" means any
foreign  governmental  authority, the United States of America, any state of the
United  States,  and  any political subdivision of any of the foregoing, and any
agency,  department, commission, board, bureau, court, or similar entity, having
jurisdiction  over  the parties hereto or their respective assets or properties.
For  purposes  of  this  Agreement,  "Legal Requirement" means any law, statute,
injunction,  decree,  order  or  judgment  (or  interpretation  of  any  of  the
foregoing)  of,  and  the  terms  of  any  license  or  permit  issued  by,  any
Governmental  Authority.

     Section  3.6     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 the Sellers or the Company
in  connection  with the execution and delivery by the Sellers or the Company of
this  Agreement  or  the  consummation  and  performance  of  the  transactions
contemplated  hereby.

     Section  3.7     Pending  Claims.  There  is  no  claim, suit, arbitration,
                      ---------------
investigation,  action  or other proceeding, whether judicial, administrative or
otherwise,  now  pending  or,  to  the  best  of  the  Sellers' or the Company'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 any effect upon Sellers or the Company or the
transfer  by  Sellers to Rick's of the Shares under this Agreement, nor is there
any  basis  known to Sellers for any such action.  No litigation is pending, or,
to  Sellers'  or  the  Company's  knowledge,  threatened  against Sellers or the
Company,  or  their  assets  or properties which seeks to restrain or enjoin the
execution  and  delivery  of  this Agreement or any of the documents referred to
herein  or  the  consummation of any of the transactions contemplated thereby or
hereby.  Neither  Sellers  nor the Company is subject to any judicial injunction
or mandate or any quasi-judicial or administrative order or restriction directed
to  or  against  them  or  which  would  affect  the Company or the Shares to be
transferred  under  this  Agreement.

     Section  3.8     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.  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 is 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.  There are no agreements between
the  Company  and  any  taxing  authority,  including,  without  limitation, the
Internal  Revenue  Service, waiving or extending any statute of limitations with
respect  to  any  tax  return.

     Section  3.9     Financial  Statements.  Sellers  and  the  Company  have
                      ---------------------
delivered  to  Rick's the unaudited balance sheets of the Company as of October,
2005,  together  with  the  related  unaudited


                       Stock Purchase Agreement - Page 4
<PAGE>
statements  of  income,  for the periods then ended (collectively referred to as
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,  Sellers  and  the Company represent there have been no adverse changes in
the  financial  condition or other operations, business, properties or assets of
the  Company.

     Section  3.10     Compliance  with  Laws.  The Company is, and at all times
                       ----------------------
prior  to the date hereof have 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, condition (financial or otherwise) or prospects of
the  Company.  Sellers  and  the  Company have no basis to expect, nor have they
received, any order or notice of any such violation or claim of violation of any
such statute, order, rule, ordinance or regulation by the Company.  Exhibit 3.10
sets forth all licenses and permits held by the Company used in the operation of
their  businesses,  all  of  which  are in good standing and in effect as of the
Closing  Date.  These  licenses  and  permits  represent all of the licenses and
permits  required  by  the  Company  for  the  operation  of  their  business.

     Section  3.11     Title  to Properties; Encumbrances.  The Company has good
                       ----------------------------------
and  marketable  title  to  all of its properties and assets, real and personal,
tangible  and  intangible,  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) statutory liens not yet delinquent,
and  (iii)  such  liens  consisting  of  zoning  or  planning  restrictions,
imperfections of title, easements 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.   At  the time of
Closing,  the  assets of the Company shall include, but shall not be limited to,
two  parcels  of  real  property  located at 507 Kentucky Street, South Houston,
Texas,  which  it  owns free and clear of any mortgages, liens, claims, security
interests,  charges,  rights of first refusal or encumbrances and the assets set
forth  in  the  Company's  2004  corporate  income  tax  return,  along with all
equipment  and  fixtures  located  on the premises at Dreamers as of the Closing
Date.

     Section  3.12     No  Liabilities.  As of the Closing Date the Company does
                       ---------------
not  and shall not have any obligation or liability (contingent or otherwise) to
any  third  party.

     Section  3.13     Contracts  and  Leases.  Except  as  disclosed in Exhibit
                       ----------------------
3.13,  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 relating to the assets of the Company.  The Company has an existing real
estate  lease  agreement


                       Stock Purchase Agreement - Page 5
<PAGE>
covering  the  real  property  where  Dreamers  operates its adult entertainment
cabaret  located  at  802  Houston Blvd., South Houston, Texas.  The Company has
furnished  Purchaser  a copy of 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  Sellers'  and  the Company'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.  Sellers and the Company have 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.  Neither the
execution  of  this  Agreement,  nor  the  consummation  of  all  or  any of the
transactions  contemplated  under  this  Agreement,  will constitute a breach or
default  under  any such contracts, leases or other documents which would have a
material  adverse  effect  on  the  financial  condition  of the Company for the
operation  of  its  business  after  the  Closing.

     Section  3.14     Material  Agreements;  Action.   There  are  no  material
                       -----------------------------
contracts,  agreements,  commitments,  understandings  or proposed transactions,
whether  written or oral, to which Sellers or the Company is a party or by which
they  are  bound.

     Section 3.15     No Default.  Neither Sellers nor the Company is in default
                      ----------
under  any  term or condition of any instrument evidencing, creating or securing
any indebtedness of Sellers or the Company, and there has been no default in any
material  obligation  to  be performed by Sellers or 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 have Sellers or the
Company  waived  any  material  right under any such contract, lease, agreement,
commitment  or  undertaking.

     Section  3.16     Books  and  Records.  The books of account, minute books,
                       -------------------
stock record books and other records of the Company, all of which have been made
available  to  Rick's,  are  accurate  and  complete and have been maintained in
accordance  with  sound business practices.  Upon Closing, all books and records
will  be  in  the  possession  of  Sellers  or  the  Company.

     Section 3.17      Disclosure.  No representation or warranty of the Sellers
                       ----------
or  the  Company  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  3.18     Brokerage  Commission.  No  broker or finder has acted on
                       ---------------------
behalf  of  Sellers  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 Sellers or the Company.


                       Stock Purchase Agreement - Page 6
<PAGE>
                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                                   OF RICK'S

     Rick's  hereby  represents  and  warrants to the Sellers and the Company as
follows:

     Section  4.1     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 prior to
Closing.  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  4.2     No  Breaches  or  Defaults.  The  execution, delivery, and
                      --------------------------
performance  of  this Agreement by Rick's does not:  (i) conflict with, violate,
or  constitute a breach of or a default under or (ii) require any authorization,
consent,  approval, exemption, or other action by or filing with any third party
or  Governmental  Authority  under  any  provision of:  (a) any applicable Legal
Requirement,  or (b) any credit or loan agreement, promissory note, or any other
agreement  or  instrument  to  which  Rick's  is  a  party.

     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 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 required under
the  federal  securities  laws.

     Section  4.4      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  4.5     Brokerage  Commission.  No  broker  or finder has acted on
                      ---------------------
behalf  of  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.


                       Stock Purchase Agreement - Page 7
<PAGE>
                                    ARTICLE V
                         CONDITIONS TO CLOSING OF SELLER
                                 AND THE COMPANY

     Each  obligation  of Sellers and the Company to be performed on the Closing
Date  shall  be  subject to the satisfaction of each of the conditions stated in
this Article V, except to the extent that such satisfaction is waived by Sellers
and  the  Company  in  writing.

     Section  5.1     Representations  and  Warranties  Correct.  The
                      -----------------------------------------
representations  and warranties made by Rick's contained in this Agreement shall
be  true  and  correct  as  of  the  Closing  Date.

     Section  5.2     Covenants.  All  covenants,  agreements  and  conditions
                      ---------
contained in this Agreement to be performed by Rick's on or prior to the Closing
Date shall have been performed or complied with in all respects.

     Section  5.3     Delivery  of Certificate.  Rick's shall provide to Sellers
                      ------------------------
and the Company Certificates, dated the Closing Date and signed by the President
of  Rick's  to  the  effect  set forth in Section 5.1 and 5.2 for the purpose of
verifying  the  accuracy  of  such  representations  and  warranties  and  the
performance  and  satisfaction  of  such  covenants  and  conditions.

     Section  5.4     Payment of Purchase Price.  Rick's shall have tendered the
                      -------------------------
Purchase  Price  for  the  Shares  as  referenced  in Section 1.2 to the Sellers
concurrently  with  the  Closing.

     Section 5.5     Related Transactions.  The Related Transaction set forth in
                     --------------------
Section  2.3  shall  be  consummated  concurrently  with  the  Closing.

     Section  5.6     Corporate  Resolutions.  Rick's  shall  provide  corporate
                      ----------------------
resolutions  of  the Board of Directors of Rick's which approve the transactions
contemplated  herein  and  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.

     Section  5.7     Absence  of Proceedings.  No action, suit or proceeding by
                      -----------------------
or  before any court or any governmental or regulatory authority shall have been
commenced and no investigation by any governmental or regulatory authority shall
have  been  commenced seeking to restrain, prevent or challenge the transactions
contemplated  hereby  or  seeking  judgments  against  Rick's.

                                   ARTICLE VI
                            CONDITIONS TO CLOSING OF
                                     RICK'S

     Each  obligation  of  Rick's  to  be performed on the Closing Date shall be
subject to the satisfaction of each of the conditions stated in this Article VI,
except  to  the  extent  that  such satisfaction is waived by Rick's in writing.

     Section  6.1     Representations  and  Warranties  Correct.  The
                      -----------------------------------------
representations  and warranties made by the Sellers and the Company hereof shall
be  true  and  correct  as  of  the  Closing  Date.


                       Stock Purchase Agreement - Page 8
<PAGE>
     Section  6.2     Covenants.  All  covenants,  agreements  and  conditions
                      ---------
contained in this Agreement to be performed by the Sellers and the Company on or
prior  to  the  Closing  Date  shall have been performed or complied with in all
respects.

     Section  6.3     Delivery  of  Certificate.  Sellers  and the Company shall
                      -------------------------
provide to Rick's certificates, dated the Closing Date and signed by the Sellers
and  by  the  President of the Company, respectively, to the effect set forth in
Section  6.1  and  6.2  for  the  purpose  of  verifying  the  accuracy  of such
representations  and  warranties  and  the  performance and satisfaction of such
covenants  and  conditions.

     Section  6.4     Delivery  of  Shares.  Sellers  shall  have  delivered
                      --------------------
certificates  evidencing  the  Shares of the Company, duly endorsed to Rick's or
accompanied  by duly executed stock powers in form and substance satisfactory to
Rick's.

     Section 6.5     Corporate Resolutions.  The Company shall provide to Rick's
                     ---------------------
a  corporate resolution of the Board of Directors of the Company, which approves
the  transactions contemplated herein and authorizes 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.

     Section 6.6     Consents; Transfer of Licenses.  All necessary transfers of
                     ------------------------------
licenses  and leases required for the continued operation of the business of the
Company  shall  have  been  obtained.  The sexually oriented business license of
Dreamers  shall  be  in  full  force  and  effect.

     Section 6.7     Related Transactions.  The Related Transaction set forth in
                     --------------------
Section 2.3 shall be consummated concurrently with the Closing.

     Section  6.8     Resignation.  The  Officers  and  Directors of the Company
                      -----------
shall have provided to Rick's their written resignations.

     Section  6.9     Absence  of Proceedings.  No action, suit or proceeding by
                      -----------------------
or  before any court or any governmental or regulatory authority shall have been
commenced and no investigation by any governmental or regulatory authority shall
have  been  commenced seeking to restrain, prevent or challenge the transactions
contemplated  hereby  or  seeking  judgments  against  the Company or any of its
assets.

                                  ARTICLE VII
                                INDEMNIFICATION

     Section  7.1     Indemnification from Sellers and the Company.  Sellers and
                      --------------------------------------------
the  Company, jointly and severally, hereby agree to and shall indemnify, defend
(with  legal  counsel  reasonably  acceptable  to  Rick's), and hold Rick's, its
officers,  directors,  employees,  affiliates, assigns, agents and legal counsel
(collectively,  the "Rick's 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)
suffered  or  incurred  by  any  of  the  Rick's  Group  arising


                       Stock Purchase Agreement - Page 9
<PAGE>
from: (a) any misrepresentation by, or breach of any covenant or warranty of the
Sellers or the Company contained in this Agreement, or any exhibit, certificate,
or  other  instrument  furnished  or  to  be furnished by Sellers or the Company
hereunder; (b) any nonfulfillment of any agreement on the part of Sellers or the
Company  under  this  Agreement; (c) from any liability or obligation due to any
third  party by the Company incurred at or prior to the Closing Date; or (d) any
suit,  action,  proceeding,  claim  or investigation against Rick's which arises
from  or  which is based upon or pertaining to Seller's or the Company's conduct
or  the  operation  or  liabilities  of the business of the Company prior to the
Closing  Date.

     Section  7.2     Indemnification  from  Rick's.  Rick's agrees to and shall
                      -----------------------------
indemnify,  defend  (with legal counsel reasonably acceptable to the Seller) and
hold  each  Seller,  the  Company,  its  officers, directors, employees, 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
attorney's  fees and costs of any suit related thereto)  suffered or incurred by
any  of the Seller's Group, arising from (a) any misrepresentation by, or breach
of  any  covenant  or  warranty  of  Rick's  contained  in this Agreement or any
exhibit,  certificate,  or  other  agreement  or  instrument  furnished or to be
furnished  by  Rick's  hereunder; (b) any nonfulfillment of any agreement on the
part  of Rick's under this Agreement; or (c) any suit, action, proceeding, claim
or  investigation  against  Sellers  which arises from or which is based upon or
pertaining  to  Rick's  conduct  or the operation of the business of the Company
subsequent  to  the  Closing  Date.

     Section 7.3     Defense of Claims.  If any lawsuit or enforcement action is
                     -----------------
filed  against any party entitled to the benefit of indemnity hereunder, written
notice  thereof  shall  be  given  to  the  indemnifying  party  as  promptly as
practicable  (and  in  any  event  not  less than fifteen (15) days prior to any
hearing  date  or  other  date by which action must be taken); provided that the
failure  of  any indemnified party to give timely notice shall not affect rights
to  indemnification  hereunder  except to the extent that the indemnifying party
demonstrates  actual  damage  caused  by  such  failure.  After such notice, the
indemnifying  party  shall  be entitled, if it so elects, to take control of the
defense  and  investigation  of  such lawsuit or action and to employ and engage
attorneys  of  its own choice to handle and defend the same, at the indemnifying
party's  cost,  risk  and expense; and such indemnified party shall cooperate in
all  reasonable  respects,  at its cost, risk and expense, with the indemnifying
party and such attorneys in the investigation, trial and defense of such lawsuit
or  action  and  any  appeal  arising  therefrom;  provided,  however,  that the
indemnified party may, at its own cost, participate in such investigation, trial
and  defense  of  such  lawsuit or action and any appeal arising therefrom.  The
indemnifying  party  shall  not,  without  the  prior  written  consent  of  the
indemnified  party,  effect any settlement of any proceeding in respect of which
any  indemnified party is a party and indemnity has been sought hereunder unless
such  settlement  of  a  claim,  investigation,  suit,  or other proceeding only
involves  a  remedy  for  the  payment  of  money  by the indemnifying party and
includes  an  unconditional release of such indemnified party from all liability
on  claims  that  are  the  subject  matter  of  such  proceeding.

     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


                       Stock Purchase Agreement - Page 10
<PAGE>
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  individuals  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.

                                  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 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  Sellers
             or  the  Company:        Joint  Ventures,  Inc.
                                      P.O.  Box  903
                                      South  Houston,  Texas  77587

     (b)     if  to  Rick's:          Eric  Langan, President/CEO
                                      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.


                       Stock Purchase Agreement - Page 11
<PAGE>
     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     Survival of Representations, Warranties and Covenants. All
                      -----------------------------------------------------
representations  and  warranties made in, pursuant to or in connection with this
Agreement  shall  survive  the  execution and delivery of this Agreement for the
maximum  period  allowed  by  law.

     Section 8.6     Public Announcements.   The parties hereto agree that prior
                     --------------------
to  making any public announcement or statement with respect to the transactions
contemplated  by  this  Agreement,  the  party  desiring  to  make  such  public
announcement  or  statement  shall  consult  with  the  other parties hereto and
exercise  their  best  efforts  to  (i)  agree  upon  the test of a joint public
announcement  or  statement  to  be  made  by all of such parties or (ii) obtain
approval  of  the  other  parties hereto to the text of a public announcement or
statement  to  be  made  solely  by  the  party  desiring  to  make  such public
announcement;  provided, however, that if any party hereto is required by law to
make  such public announcement or statement, then such announcement or statement
may  be  made  without  the  approval  of  the  other  parties.

     Section  8.7     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, 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  8.8     Choice  of  Law.  This Agreement shall be governed by, and
                      ---------------
construed  in accordance with, the laws of the State of Texas, without regard to
principles  of  conflict  of  laws.  In  any  action between or among any of the
parties, whether arising out of this Agreement or otherwise, each of the parties
irrevocably  consents to the exclusive jurisdiction and venue of the federal and
state  courts  located  in  Harris  County,  Texas.

     Section  8.9     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


                       Stock Purchase Agreement - Page 12
<PAGE>
shall  be  deemed  as  an  original signature for all purposes and the Agreement
shall  be  deemed  as  an  original  for  all  purposes.

     Section  8.10     Costs  and  Expenses.   Each  party  shall  pay their own
                       --------------------
respective  fees,  costs  and  disbursements  incurred  in  connection with this
Agreement.

     Section  8.11     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  8.12     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  8.13     Validity.  The  invalidity  or  unenforceability  of  any
                       --------
provision  of  this Agreement shall not affect the validity or enforceability of
any  other  provisions  of  this Agreement, which shall remain in full force and
effect.

     Section  8.14     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  8.15     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.

                        [[SIGNATURES ON FOLLOWING PAGE]]



                       Stock Purchase Agreement - Page 13
<PAGE>
     IN  WITNESS  WHEREOF,  the  undersigned  have  executed this Stock Purchase
Agreement to become effective as of the date first set forth above.

                                          RICK'S CABARET INTERNATIONAL, INC.

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

                                          Date: 5-9-06
                                                -----------------------------


                                          JOINT  VENTURES,  INC.

                                          /s/ Cynthia D. Smith
                                          -----------------------------------

                                          By: /s/ Cynthia D. Smith, President
                                              --------------------
                                          Date: 5-9-06
                                                -----------------------------


                                          CYNTHIA  D.  SMITH

                                          /s/ Cynthia D. Smith
                                          -----------------------------------
                                          Cynthia  D.  Smith,  Individually
                                          Shareholder of Joint Ventures, Inc.
                                          d/b/a  Dreamers  Cabaret


                                          ROBERT  M.  NASH

                                          /s/ Robert  M.  Nash
                                          -----------------------------------
                                          Robert  M.  Nash,  Individually
                                          Shareholder of Joint Ventures, Inc.
                                          d/b/a  Dreamers  Cabaret


                       Stock Purchase Agreement - Page 14
<PAGE>

                                    EXHIBITS



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                  EXHIBIT 99.1


RICK'S CABARET ACQUIRES ADULT NIGHTCLUB IN SOUTH HOUSTON, TEXAS

HOUSTON - (MAY 9, 2006) -- RICK'S CABARET INTERNATIONAL, INC., (NASDAQ: RICK),
operator of gentlemen's clubs nationwide, has acquired an adult nightclub in
South Houston, Texas, formerly known as DREAMERS CABARET & SPORTS BAR located at
(802 Houston Blvd.). The club in the Houston suburb has been converted to an XTC
CABARET.

"This is a strategic acquisition for us. We secure a very solid venue in the
South Houston market and will also be able to realize significant savings
through economies of scale since we already operate four other clubs in the
Houston area," said ERIC LANGAN, President and CEO of Rick's Cabaret. "The club
requires little start-up investment to convert to our format and we expect the
new location will be immediately accretive to our earnings." As an XTC Cabaret
the club will feature exotic dancing and entertainment, but without the upscale
atmosphere and steakhouse restaurant service that characterize the company's
flagship Rick's Cabaret clubs.

The South Houston nightclub, the company's fourth to operate under the XTC
Cabaret brand, is located about two miles east of WILLIAM P. HOBBY AIRPORT (HOU)
and near the busy I-45 SOUTH interstate highway.

Earlier this week Rick's Cabaret announced that it had converted a nightclub
complex in Houston near Hobby Airport into RICK'S SPORTS CABARET, offering
upscale topless entertainment in a sports-bar setting. In March of this year
Rick's had contracted to purchase the 99,085-square foot building, which
formerly housed the company's XTC Cabaret and a Hummer's Sports Bar.


ABOUT RICK'S CABARET
Rick's Cabaret International, Inc. (NASDAQ: RICK, www.ricks.com) operates
upscale adult nightclubs serving primarily businessmen and professionals that
offer live adult entertainment, restaurant and bar operations. The company owns,
operates or licenses adult nightclubs in New York City, New Orleans, Houston,
Minneapolis and other cities under the names "Rick's Cabaret," "XTC Cabaret" and
"Club Onyx."  Sexual contact is not permitted at any of these locations. Rick's
Cabaret also owns the adult Internet membership Web site, www.couplestouch.com,
which serves the "swingers" market, and a network of online adult auction sites
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 or visit www.ricks.com.

FORWARD-LOOKING STATEMENTS:

This document contains forward-looking statements that involve a number of risks
and uncertainties that could cause the company's actual results to differ
materially from those indicated in this document, including the risks and
uncertainties associated with operating and managing an adult business, the
business climates in New York City and elsewhere, the success or lack thereof in
launching and building the company's businesses in New York City and elsewhere,
risks and uncertainties related to the operational and financial results of our
Web sites, conditions relevant to real estate transactions, and numerous other
factors such as laws governing the operation of adult entertainment businesses,
competition and dependence on key personnel. Rick's has no obligation to update
or revise the forward-looking statements to reflect the occurrence of future
events or circumstances. For further information about the company go to
www.ricks.com.

CONTACT FOR FURTHER INFORMATION:     ALLAN PRIAULX, 212-338-0050, IR@RICKS.COM


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