<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
THIS 10% CONVERTIBLE DEBENTURE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF
THIS  10%  CONVERTIBLE  DEBENTURE  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF  1933,  AS  AMENDED  ("ACT"),  OR  ANY STATE SECURITIES LAWS.  THIS  10%
CONVERTIBLE DEBENTURE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS 10%
CONVERTIBLE DEBENTURE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN  THE  ABSENCE  OF  AN  EFFECTIVE  REGISTRATION  STATEMENT  AS  TO  THIS  10%
CONVERTIBLE  DEBENTURE  AND  THE  COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
10%  CONVERTIBLE  DEBENTURE  UNDER  SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAWS  OR  AN  OPINION  OF  COUNSEL  REASONABLY  SATISFACTORY  TO  RICKS  CABARET
INTERNATIONAL,  INC.  THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED.


CERTIFICATE: RCI-10% C.D. NO. 001
             --------------------


                            10% CONVERTIBLE DEBENTURE
                                       OF
                       RICK'S CABARET INTERNATIONAL, INC.

     FOR VALUE RECEIVED, RICK'S CABARET INTERNATIONAL, INC., a Texas corporation
with  its  principal  office  located at 10959 Cutten Road, Houston, Texas 77066
(the  "COMPANY"), unconditionally promises to pay to Fairfield Investment Group,
LLC,  a  Delaware  limited liability company, whose address is 47 Summit Avenue,
Summit,  New Jersey 07901, or the registered assignee, upon presentation of this
10% Convertible Debenture (the "DEBENTURE") by the registered holder hereof (the
"HOLDER")  at  the  office  of the Company, the principal sum of $1,000,950 (the
"PRINCIPAL  AMOUNT"),  together  with  any  accrued and unpaid interest thereon,
subject  to  the  terms and conditions set forth below, on February 1, 2009 (the
"MATURITY  DATE"),  if  not sooner paid.   The date of execution and issuance of
this  Debenture  is  February  6,  2006  ("DATE  OF  ISSUANCE").

     The  following  terms  shall  apply  to  this  Debenture:

     1.     SCHEDULE  FOR  PAYMENT  OF  PRINCIPAL  AND  INTEREST.
            ----------------------------------------------------

     The  Company shall pay to the Holder three (3) initial payments of interest
only  on  the  Principal  Amount  outstanding  hereunder, in cash, quarterly, in
arrears,  at  the rate of ten percent (10%) per annum from the Date of Issuance,
commencing  with  the  first  quarterly  payment  due  May 1, 2006 and quarterly
payments  thereafter  due  on  the  first day of August, 2006 and November, 2006
("INTEREST  PAYMENT DATE"), and, thereafter, the Company shall pay to the Holder
the Principal Amount of this Debenture and all interest accrued thereon, but not
yet  paid,  in  nine  (9)  equal


                                        1
<PAGE>
quarterly  payments commencing on February 1, 2007, and continuing thereafter on
the  first  day  of  May,  August,  November  and February until the outstanding
Principal  Amount  of  this  Debenture  has  been  paid  in  full.

     2.     PAYMENT.  Payment  of  any sums due to the Holder under the terms of
            -------
this Debenture shall be made in United States Dollars by wire transfer.  Payment
shall be made in accordance with the written wire transfer instructions provided
to  the  Company by the Holder from time to time and appearing in the records of
the Company.  If any payment hereunder would otherwise become due and payable on
a  day  on  which  banks are closed or permitted to be closed in Houston, Texas,
such  payment  shall  become due and payable on the next succeeding day on which
banks  are  open  and  not  permitted  to be closed in Houston, Texas ("BUSINESS
DAY").  The  forwarding  of such funds shall constitute a payment of outstanding
principal  and/or  interest  hereunder  and  shall  satisfy  and  discharge  the
liability  for principal and interest on this Debenture to the extent of the sum
represented  by  such  payment.

     3.     THE COMPANY'S OPTION TO REDEEM.  At any time after 366 days from the
            ------------------------------
Date  of Issuance, this Debenture will be subject to redemption at the option of
the  Company,  in  whole or in part, at 100% of the principal face amount of the
Debenture  redeemed  plus  any  accrued  and  unpaid  interest  (the "REDEMPTION
AMOUNT")  on  the  Redemption Payment Date (as hereinafter defined), at any time
and from time to time, upon not less than 10 nor more than 20 days notice to the
Holder.

     After  366 days from the Date of Issuance, the Company shall have the right
to deliver to the Holder, as provided for in Section 20 hereof, a written Notice
of  Redemption  (the  "NOTICE  OF  REDEMPTION")  specifying  the  date  for  the
redemption  (the "REDEMPTION PAYMENT DATE"), which date shall be at least 10 but
not  more  than  20  days  after  the  date  of  the  Notice  of Redemption (the
"REDEMPTION PERIOD") and shall state the portion of the Principal Amount thereof
to  be  redeemed.  The  Notice  of  Redemption  when  given in the manner herein
provided  in  Section 20 shall be conclusively presumed to have been duly given,
whether  or  not  the  Holder  received  the  Notice of Redemption.  A Notice of
Redemption  shall not be effective with respect to any portion of this Debenture
for  which  the  Holder  has  previously  delivered  a  Notice of Conversion (as
hereinafter  defined)  or  for  conversions  elected  to  be  made by the Holder
pursuant to Section 4 during the Redemption Period.  The Redemption Amount shall
be  determined  as  if  the  Holder's  conversion  elections  had been completed
immediately  prior  to  the date of the Notice of Redemption.  On the Redemption
Payment Date, the Redemption Amount must be paid in good funds to the Holder.  A
new  debenture  in the principal amount equal to the unredeemed portion thereof,
if  any,  also will be issued in the name of the Holder upon cancellation of the
original  Debenture. After the Redemption Payment Date, unless the Company shall
default  in  the payment of the Redemption Amount, interest will cease to accrue
on the Debenture or the portion thereof called for redemption.  In the event the
Company fails to pay the Redemption Amount on the Redemption Payment Date as set
forth  herein,  then  such  Redemption  Notice  shall  be  null  and  void.


                                        2
<PAGE>
     Notwithstanding anything else contained herein to the contrary, in no event
shall  a  partial  Redemption  Amount  be  for  less  than a principal amount of
$100,000  without  the  express  written  consent  of  the  Holder.

     4.     CONVERSION  RIGHTS  OF  HOLDER.
            ------------------------------

          (a)     Conversion.  The Holder of this Debenture will have the right,
                  ----------
at  the  Holder's  option, to convert all or any portion of the Principal Amount
hereof and any accrued but unpaid interest thereon into shares of  common stock,
par  value  $.01  per share of the Company ("Common Stock") at any time prior to
the  Maturity Date (unless earlier redeemed or otherwise paid) at the conversion
price  of  $4.75  per  share  (the "CONVERSION PRICE") (subject to adjustment as
described  herein).  The  right  to  convert  the  Principal  Amount or interest
thereon  of  this Debenture called for redemption will terminate at the close of
business  on  the  business  day  prior  to the Redemption Payment Date for such
Debenture,  unless  the  Company  subsequently  fails  to  pay  the  applicable
Redemption Amount.  The shares of Common Stock to be issued upon such conversion
are  hereinafter  referred  to  as  the  "CONVERSION  SHARES".

          (b)     Mechanics  of  Holder's  Conversion.  In  the  event  that the
                  -----------------------------------
Holder elects to convert this Debenture into Common Stock, the Holder shall give
notice  of  such  election  by  delivering  an  executed and completed notice of
conversion  ("NOTICE  OF  CONVERSION") to the Company.  The Notice of Conversion
shall  (i)  provide a breakdown in reasonable detail of the Principal Amount and
accrued  interest that is being converted, (ii) state the denominations in which
such  Holder wishes the certificate or certificates for the Conversion Shares to
be issued and (iii) surrender this Debenture to the Company.  On each Conversion
Date  (as  hereinafter defined) and in accordance with its Notice of Conversion,
the  Company  shall  make  the appropriate reduction to the Principal Amount and
accrued  interest  as  entered  in  its records and shall provide written notice
thereof  to  the Holder within five (5) business days after the Conversion Date.
Each  date  on  which  a  Notice of Conversion is delivered or telecopied to the
Company  in  accordance  with the provisions hereof shall be deemed a Conversion
Date  (the  "CONVERSION  DATE").  Pursuant  to  the  terms  of  the  Notice  of
Conversion, the Company will issue instructions to the transfer agent as soon as
practicable  thereafter,  to  cause  to  be  issued  and delivered to the Holder
certificates  for  the  number of full shares of Conversion Shares to which such
Holder shall be entitled as aforesaid and, if necessary, the Company shall cause
to  be  issued  and  delivered  to  the  Holder a new debenture representing any
unconverted  portion  of this Debenture.  The Company shall not issue fractional
Conversion  Shares  upon  conversion,  but the number of Conversion Shares to be
received  by  any Holder upon conversion shall be rounded down to the next whole
number  and  the  Holder shall be entitled to payment of the remaining principal
amount by a Company check.  In the case of the exercise of the conversion rights
set forth herein the conversion privilege shall be deemed to have been exercised
and  the Conversion Shares issuable upon such conversion shall be deemed to have
been issued upon the date of receipt by the Company of the Notice of Conversion.
The  Holder  shall  be  treated  for  all  purposes  as the record holder of the
Conversion  Shares,  unless the Holder provides the Company written instructions
to  the  contrary.


                                        3
<PAGE>
          (c)     Adjustment  Provisions.  The  Conversion  Price and number and
                  ----------------------
kind of shares or other securities to be issued upon conversion pursuant to this
Debenture shall be subject to adjustment from time to time upon the happening of
certain  events  while  this  conversion  right remains outstanding, as follows:

               (i)     Reclassification.  In  case  of  any  reclassification,
                       ----------------
consolidation or merger of the Company with or into another entity or any merger
of another entity with or into the Company, or in the case of any sale, transfer
or conveyance of all or substantially all of the assets of the Company (computed
on  a  consolidated  basis),  each  Debenture then outstanding will, without the
consent  of  any  Holder,  become  convertible  only into the kind and amount of
securities,  cash  or  other  property  receivable  upon  such reclassification,
consolidation, merger, sale, transfer or conveyance by a Holder of the number of
shares  of  Common  Stock  into  which such Debenture and the accrued and unpaid
interest  thereon was convertible immediately prior thereto, after giving effect
to  any  adjustment  event.

               (ii)     If  the  number of shares of Common Stock outstanding at
any  time after the date hereof is increased by a subdivision or split of Common
Stock,  or  by the declaration of a dividend on the Common Stock, which dividend
is  wholly  or partially in the form of additional shares of Common Stock or any
other  securities  of  the Company, then immediately after the effective date of
such  subdivision or split-up, or the record date with respect to such dividend,
as  the case may be, the Conversion Price shall be appropriately reduced so that
the  holder  of this Debenture thereafter exchanged shall be entitled to receive
the  percentage  of  shares  of  Common Stock which such holder would have owned
immediately  following such action had this Debenture been exchanged immediately
prior  thereto;

               (iii)     If  the  number of Common Stock outstanding at any time
after  the  date  hereof is decreased by a combination of the outstanding Common
Stock  or  reverse  split,  then,  immediately  after the effective date of such
combination,  the  Conversion Price shall be appropriately increased so that the
holder  of  this Debenture thereafter exchanged shall be entitled to receive the
percentage  of  shares  of  Common  Stock  which  such  holder  would have owned
immediately  following such action had this Debenture been exchanged immediately
prior  thereto;

               (iv)     Cash  Dividend.  If  within the first 366 days after the
                        --------------
Date of Issuance the Company makes a partial cash dividend or a dividend that is
paid  entirely  in cash to its shareholders, the dividend amounts paid per share
in  cash  on  all  issued  and  outstanding  shares  shall  reduce the per share
Conversion  Price  set  for  in  section  4(a)  above  by  an equivalent amount.

          (d)     Issuance  of  New  Debenture.  Upon  any partial conversion of
                  ----------------------------
this  Debenture, a new Debenture containing the same date and provisions of this
Debenture shall be issued by the Company to the Holder for the principal balance
of this Debenture and interest which shall not have been converted or paid.  The
Holder  shall  not pay any costs, fees or any other consideration to the Company
for  the  production  and  issuance  of  a  new  debenture.


                                        4
<PAGE>
          (e)     Reservation of Shares.  The Company shall at all times reserve
                  ---------------------
for  issuance  and maintain available, out of its authorized but unissued Common
Stock, solely for the purpose of effecting the full conversion of the Debenture,
the full number of shares of Common Stock deliverable upon the conversion of the
Debenture  from  time  to  time outstanding. The Company shall from time to time
(subject  to obtaining necessary director and stockholder action), in accordance
with the laws of the State of Texas, increase the authorized number of shares of
its  Common  Stock  if at any time the authorized number of shares of its Common
Stock remaining unissued shall not be sufficient to permit the conversion of the
Debenture.

     5.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.  The  Company
            --------------------------------------------------
represents  and  warrants  to  the  Holder  that:

          (a)     Organization.  The  Company  is  validly  existing and in good
                  ------------
standing  under  the  laws  of the state of Texas and has the requisite power to
own,  lease and operate its properties and to carry on its business as now being
conducted.  The Company is duly qualified to do business and is in good standing
in  each jurisdiction in which the character or location of the properties owned
or  leased by the Company or the nature of the business conducted by the Company
makes  such qualification necessary or advisable, except where the failure to do
so  would  not  have  a  material  adverse  effect  on  the  Company.

          (b)     Power  and Authority.   The Company has the requisite power to
                  --------------------
execute,  deliver and perform this Debenture, and to consummate the transactions
contemplated  hereby.  The  execution  and  delivery  of  this  Debenture by the
Company  and  the consummation of the transactions contemplated hereby have been
duly  authorized  by  all necessary corporate action on the part of the Company.
This  Debenture  has  been  duly  executed  and  delivered  by  the  Company and
constitutes  a  legal,  valid  and  binding  obligation  of  the  Company and is
enforceable  against  the  Company  in accordance with its terms except (i) that
such enforcement may be subject to bankruptcy, insolvency, moratorium or similar
laws  affecting  creditors'  rights  and  (ii)  that  the  remedy  of  specific
performance  and  injunctive  and other forms of equitable relief are subject to
certain  equitable  defenses and to the discretion of the court before which any
proceedings  therefor  may  be  brought.

     6.     EVENTS  OF DEFAULTS AND REMEDIES.  The following are deemed to be an
            --------------------------------
event  of default ("EVENT OF DEFAULT") hereunder: (i) the failure by the Company
to  pay any installment of interest on the Debenture as and when due and payable
and  the  continuance  of  any such failure for 30 days, (ii) the failure by the
Company to pay all or any part of the principal on the Debenture when and as the
same  becomes  due and payable, as set forth above, at maturity, by acceleration
or  otherwise,  (iii)  the  failure  of the Company to perform any conversion of
Debenture  required  under the Debenture and the continuance of any such failure
for  10  days,  (iv)  the failure by the Company to observe or perform any other
covenant  or  agreement  contained  in the Debenture and the continuance of such
failure for a period of 30 days after the written notice is given to the Company
by  the Holders, (v) the assignment by the Company for the benefit of creditors,
or  an  application  by  the  Company  to  any tribunal for the appointment of a
trustee  or  receiver  of  a  substantial  part  of  the  assets


                                        5
<PAGE>
of  the  Company, or the commencement of any proceedings relating to the Company
under  any  bankruptcy, reorganization, arrangement, insolvency, readjustment of
debts,  dissolution  or other liquidation law of any jurisdiction; or the filing
of  such  application,  or  the commencement of any such proceedings against the
Company  and an indication of consent by the Company to such proceedings, or the
appointment  of  such  trustee  or  receiver,  or an adjudication of the Company
bankrupt  or insolvent, or approval of the petition in any such proceedings, and
such  order  remains  in effect for 60 days; or (vi) a default in the payment of
principal  or  interest when due which extends beyond any stated period of grace
applicable  thereto  or  an acceleration for any other reason of maturity of any
indebtedness  for  borrowed  money  of  the  Company with an aggregate principal
amount  in  excess of $500,000 and (vii) final unsatisfied judgments not covered
by insurance aggregating in excess of $500,000, at any one time rendered against
the  Company  and  not  stayed,  bonded  or  discharged  within  75  days.

     If  an  Event  of  Default occurs and is continuing (other than an Event of
Default  specified  in  clause  (v)  above with respect to the Company), then in
every such case, unless the Principal Amount of the Debenture shall have already
become  due and payable, the Holder of the Debenture then outstanding, by notice
in  writing to the Company (an "Acceleration Notice"), may declare all principal
and  accrued  and unpaid interest thereon to be due and payable immediately.  If
an  Event  of  Default  specified in clause (v) above occurs with respect to the
Company,  all  principal  and  accrued  and  unpaid  interest  thereon  will  be
immediately  due  and  payable on the Debenture without any declaration or other
act  on the part of the Holder.  The Holder may rescind such acceleration if the
existing  Event  of  Default  has  been  cured  or  waived.

     7.     LIMITATION  ON  MERGER, SALE OR CONSOLIDATION.  The Company may not,
            ---------------------------------------------
directly  or  indirectly, consolidate with or merge into another person or sell,
lease,  convey or transfer all or substantially all of its assets (computed on a
consolidated  basis),  whether  in  a  single transaction or a series of related
transactions,  to  another  person or group of affiliated persons, unless either
(a)  in  the  case  of  a  merger or consolidation, the Company is the surviving
entity  or (b) the resulting, surviving or transferee entity is a corporation or
limited  liability  company  organized under the laws of any state of the United
States and expressly assumes by supplemental agreement all of the obligations of
the  Company  in  connection  with  the  Debenture.

     Upon  any  consolidation  or merger or any transfer of all or substantially
all of the assets of the Company in accordance with the foregoing, the successor
corporation  or  limited  liability company formed by such consolidation or into
which the Company is merged or to which such transfer is made, shall succeed to,
and  be  substituted  for, and may exercise every right and power of the Company
under  the  Debenture  with  the same effect as if such successor corporation or
limited liability company had been named therein as the Company, and the Company
will  be  released  from  its  obligations under the Debenture, except as to any
obligations  that  arise  from  or  as  a  result  of  such  transaction.


                                        6
<PAGE>
     8.     REGISTRATION  RIGHTS.
            ---------------------

          (a)     On  or prior to thirty (30) days after the Date of Issuance of
this  Debenture,  the  Company  shall  prepare  and file with the Securities and
Exchange  Commission  (the  "Commission") a Registration Statement on Form SB-2,
S-3  or  other  similar  form, to register for re-sale, from time to time by the
Holder,  all  of  the  shares  into  which  the Debenture may be converted.  The
Company shall use its best efforts to cause the Registration Statement to become
effective  under  the Securities Act of 1933, as amended (the "Act") as promptly
as  is practicable 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 resale have been
sold.

          (b)     From time to time, the Company shall prepare and file with the
Commission  a  post-effective  amendment  to  the  Registration  Statement  or a
supplement  to  the  related  Prospectus  or  a  supplement  or amendment to any
document  incorporated  therein  by reference or any other required document, so
that  such  Registration  Statement  will  not contain any untrue statement of a
material  fact or omit to state a material fact required to be stated therein or
necessary  to  make  the  statements  therein  not  misleading,  and so that, as
thereafter delivered to purchasers of the securities being sold thereunder, such
Prospectus  will  not contain any untrue statement of a material fact or omit to
state  a  material  fact  required to be stated therein or necessary to make the
statements  therein,  in  light of the circumstances under which they were made,
not misleading; provide the Holder copies of any documents filed in such numbers
as  the  Holder shall reasonably request; and inform the Holder that the Company
has  complied  with  its  obligations  and  that  the Registration Statement and
related  Prospectus  may  be  used for the purpose of selling all or any of such
securities  (or that, if the Company has filed a post-effective amendment to the
Registration  Statement  which  has not yet been declared effective, the Company
will  notify  the  Holder  to  that  effect, will use its best efforts to secure
promptly the effectiveness of such post-effective amendment and will immediately
so  notify  the  Holder  when  the  amendment  has  become  effective).

     9.     NO  PERSONAL  LIABILITY  OF  SHAREHOLDERS,  OFFICERS, DIRECTORS.  No
            ---------------------------------------------------------------
recourse  shall  be had for the payment of the principal or the interest on this
Debenture,  or  for any claim based thereon, or otherwise in respect thereof, or
based  on  or  in  respect  of  any  Debenture supplemental thereto, against any
incorporator,  stockholder,  officer,  or director (past, present, or future) of
the  Company, whether by virtue of any constitution, statute, or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being  by  the acceptance hereof, and as part of the consideration for the issue
hereof,  expressly  waived  and  released.

     10.     LISTING  OF REGISTERED HOLDER OF DEBENTURE.  This Debenture will be
             ------------------------------------------
registered  as  to principal in the Holder's name on the books of the Company at
its  principal office in Houston, Texas, after which no transfer hereof shall be
valid  unless  made  on the Company's books at the office of the Company, by the
Holder  hereof,  in  person,  or  by  attorney  duly  authorized in writing, and
similarly  noted  hereon.


                                        7
<PAGE>
     11.     HOLDER  OF  DEBENTURE  NOT  DEEMED  A STOCKHOLDER.  With respect to
             -------------------------------------------------
shares  for  which  conversion  rights  remain  unexercised  and  outstanding in
accordance with Section 4 hereof, no Holder, as such, of this Debenture shall be
entitled  to  vote or receive dividends or be deemed the holder of shares of the
Company  for  any  purpose,  nor  shall  anything contained in this Debenture be
construed  to  confer  upon  the  Holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate  action  (whether any reorganization, issue of stock, reclassification
of  stock,  consolidation,  merger,  conveyance or otherwise), receive notice of
meetings,  receive  dividends  or  subscription  rights,  or  otherwise.

     12.     WAIVER OF DEMAND, PRESENTMENT, ETC.  Anything else contained herein
             ----------------------------------
to  the contrary notwithstanding, the Company hereby expressly waives demand and
presentment  for  payment,  notice  of  nonpayment,  protest, notice of protest,
notice  of dishonor, notice of acceleration or intent to accelerate, bringing of
suit  and diligence in taking any action to collect amounts called for hereunder
and shall be directly and primarily liable for the payment of all sums owing and
to  be  owing hereunder, regardless of and without any notice, diligence, act or
omission  as  or  with  respect  to  the  collection  of  any  amount called for
hereunder.

     13.     ATTORNEY'S FEES.  The Company agrees to pay all costs and expenses,
             ---------------
including  without  limitation reasonable attorney's fees, which may be incurred
by  the Holder in collecting any amount due under this Debenture or in enforcing
any  of  Holder's  conversion  rights  as  described  herein.

     14.     ENFORCEABILITY.  In case any provision of this Debenture is held by
             --------------
a  court of competent jurisdiction to be excessive in scope or otherwise invalid
or  unenforceable,  such  provision  shall  be  adjusted  rather than voided, if
possible,  so  that  it  is  enforceable to the maximum extent possible, and the
validity  and  enforceability of the remaining provisions of this Debenture will
not  in  any  way  be  affected  or  impaired  thereby.

     15.     INTENT TO COMPLY WITH USURY LAWS.  In no event will the interest to
             --------------------------------
be  paid  on  this Debenture exceed the maximum rate provided by law.  It is the
intent of the parties to comply fully with the usury laws of the State of Texas;
accordingly, it is agreed that notwithstanding any provisions to the contrary in
this  Debenture,  in no event shall such Debenture require the payment or permit
the  collection  of interest (which term, for purposes hereof, shall include any
amount  which,  under  Texas  law, is deemed to be interest, whether or not such
amount  is  characterized  by  the parties as interest) in excess of the maximum
amount  permitted  by the laws of the State of Texas.  If any excess of interest
is  unintentionally contracted for, charged or received under this Debenture, or
in  the  event  the  maturity  of the indebtedness evidenced by the Debenture is
accelerated  in  whole  or  in  part,  or  in  the event that all of part of the
Principal  Amount  or  interest  of this Debenture shall be prepaid, so that the
amount  of interest contracted for, charged or received under this Debenture, on
the  amount of the Principal Amount actually outstanding from time to time under
this  Debenture  shall  exceed  the  maximum amount of interest permitted by the
applicable  usury  laws,  then  in  any  such  event  (i) the provisions of this
paragraph  shall  govern  and  control,  (ii)  neither the Company nor any other
person  or  entity  now  or  hereafter  liable for the payment thereof, shall be
obligated  to  pay


                                        8
<PAGE>
the  amount  of  such interest to the extent that it is in excess of the maximum
amount  of  interest  permitted  by  such  applicable usury laws, (iii) any such
excess which may have been collected shall be either applied as a credit against
the  then  unpaid  principal  amount  thereof  or refunded to the Company at the
Holder's  option, and (iv) the effective rate of interest shall be automatically
reduced  to  the  maximum  lawful  rate of interest allowed under the applicable
usury  laws  as  now  or  hereafter  construed by the courts having jurisdiction
thereof.  It  is  further  agreed  that without limitation of the foregoing, all
calculations  of  the rate of interest contracted for, charged or received under
the  Debenture  which  are made for the purpose of determining whether such rate
exceeds  the  maximum  lawful  rate  of  interest,  shall be made, to the extent
permitted by applicable laws, by amortizing, prorating, allocating and spreading
in  equal  parts  during  the  period  of  the full stated term of the Debenture
evidenced  thereby, all interest at any time contracted for, charged or received
from  the Company or otherwise by the Holders in connection with this Debenture.

     16.     GOVERNING  LAW;  CONSENT  TO JURISDICTION.  This Debenture shall be
             -----------------------------------------
governed  by  and  construed  in  accordance with the laws of the State of Texas
without  regard  to  the  conflict  of  laws  provisions thereof.  In any action
between  or  among  any  of the parties, whether rising out of this Debenture or
otherwise,  each  of  the  parties  irrevocably  consents  to  the  exclusive
jurisdiction  and  venue  of  the  federal and/or state courts located in Harris
County,  Texas.

     17.     AMENDMENT  AND  WAIVER.  Any waiver or amendment hereto shall be in
             ----------------------
writing signed by the Holder.  No failure on the part of the Holder to exercise,
and  no  delay  in  exercising,  any  right  hereunder shall operate as a waiver
thereof,  nor  shall  any  single or partial exercise by the Holder of any right
hereunder  preclude any other or further exercise thereof or the exercise of any
other  rights.  The remedies herein provided are cumulative and not exclusive of
any  other  remedies  provided  by  law.

     18.     RESTRICTIONS  AGAINST  TRANSFER  OR  ASSIGNMENT.
             -----------------------------------------------

          (a)     This  Debenture  may  not  be  sold,  transferred,  assigned,
pledged,  hypothecated or otherwise disposed of by the registered Holder hereof,
in whole or in part, unless and until either (i) the Debenture has been duly and
effectively  registered  for  resale under the Act and under any then applicable
state  securities  laws; or (ii) the registered Holder delivers to the Company a
written  opinion  acceptable  to  its  counsel  that  an  exemption  from  such
registration  requirements  is  then available with respect to any such proposed
sale  or  disposition.  The  Company  has  the  absolute  right,  in  its  sole
discretion,  to  approve  or  disapprove  such transfer.  Any transfer otherwise
permissible  hereunder shall be made only at the principle office of the Company
upon  surrender  of  this Debenture for cancellation and upon the payment of any
transfer  tax  or other government charge connected therewith, and upon any such
transfer  a  new  Debenture  or  Debentures  will be issued to the transferee in
exchange  therefor.  The  transferee  of  this  Debenture  shall be bound by the
provisions  of  this  Debenture.  The register of the transfer of this Debenture
shall  occur  upon  the  delivery  of this Debenture, endorsed by the registered
Holder  or his duly authorized attorney, signature guaranteed, to the Company or
its  transfer agent.  Each Debenture instrument issued upon the transfer of this
Debenture  shall  have  the  restrictive  legend  contained herein conspicuously
imprinted  on  it.


                                        9
<PAGE>
          (b)     In  the event the Company successfully effects registration of
the  Common Stock into which this Debenture is convertible, the Company may stop
or  prevent the transfer of such Common Stock for a period not to exceed 60 days
in  the  event  the  Company  files a registration statement for the sale of its
securities, and for an indefinite period of time if the Company, in its sole but
commercially  reasonable  discretion,  believes  that  such  security holder has
material  non-public  information.

     19.     ENTIRE  AGREEMENT; HEADINGS.  This Debenture constitutes the entire
             ---------------------------
agreement  between  the  Holder and the Company pertaining to the subject matter
hereof  and supersedes all prior and contemporaneous agreements, representations
and  understandings,  written  or  oral,  of such parties.  The headings are for
reference purposes only and shall not be used in construing or interpreting this
Debenture.

     20.     NOTICES.  All  notices and other communications provided for herein
             -------
shall  be  in  writing  and shall be deemed to have been duly given if delivered
personally, transmitted by facsimile transmission (fax) or sent by registered or
certified  mail,  return  receipt  requested,  postage prepaid, or overnight air
courier  guaranteeing  next  day  delivery:


          (a)     If  to  the  Company,  to  it  at  the  following  address:

                                10959 Cutten Road
                              Houston, Texas 77066
                                Attn: Eric Langan
                               (fax) 281-397-6765

          (b)     With  a  copy  to:

                                Robert D. Axelrod
                           Axelrod, Smith & Kirshbaum
                          5300 Memorial Drive, Ste. 700
                              Houston, Texas 77007
                               (fax) 713-552-0202


          (c)     If  to  registered  Holder,  then to the address listed on the
front  of  this  Debenture, unless changed, by notice in writing as provided for
herein.


                                       10
<PAGE>
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.


     IN  WITNESS  WHEREOF, Ricks Cabaret International, Inc. has caused this 10%
Convertible  Debenture  to  be duly executed in its corporate name by the manual
signature  of  its  President.

Dated:  February  6,  2006.

                                        RICK'S  CABARET  INTERNATIONAL,  INC.

                                        /s/  Eric  Langan
                                        ----------------------------------------
                                        Eric  Langan,
                                        President  and  Chief  Executive Officer


                                       11

</TEXT>
</DOCUMENT>
