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<SEC-DOCUMENT>0001140361-06-010214.txt : 20060712
<SEC-HEADER>0001140361-06-010214.hdr.sgml : 20060712
<ACCEPTANCE-DATETIME>20060712163426
ACCESSION NUMBER:		0001140361-06-010214
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20060707
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060712
DATE AS OF CHANGE:		20060712

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:		06958695

	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 8-K 7-7-2006
<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:  July 7, 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  July  7,  2006, we entered a Stock Purchase Agreement (the "Agreement")
with  Texas  S&I,  Inc., a Texas corporation ("TSI"), and TSI's sole stockholder
who  is an unrelated third party (the "Seller") to purchase all of the shares of
common  stock  of TSI.  Under the terms of the Agreement, we acquired all of the
assets  of  TSI,  including an adult entertainment cabaret known as Club Exotica
located  at  4102  Naco  Perrin  Street,  San  Antonio,  Texas  78217.

     Pursuant  to  the  terms  of  the Agreement, we paid a total sales price of
$125,000.  We  paid  $55,000  in  cash  at  the  time  of closing and executed a
Promissory Note in the principal amount of $70,000 payable to the Seller bearing
interest  at  four  percent  (4%) per annum, payable monthly, and amortized over
five  (5)  years.   Pursuant  to  the terms and conditions of the Agreement, the
Seller  entered  into a five year covenant not to compete with us in the city of
San  Antonio.

     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 July 11, 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:  July 12, 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  7th  day  of July, 2006, by and among Texas S&I, Inc., a Texas corporation
(the  "Company"), John Abdulla (the "Seller"), and Rick's Cabaret International,
Inc.,  a  Texas  corporation  ("Purchaser"  or  "Rick's").

     WHEREAS,  Seller  owns  1,000  shares  of common stock, no par value of the
Company,  which  shares represents 100% of all of the shares of capital stock of
the  Company  presently  outstanding;  and

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

     WHEREAS,  the  Company  owns  and  operates an adult entertainment facility
known  as  "Club Exotica" located at 4102 Naco Perrin Street, San Antonio, Texas
78217;  and

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

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

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

                                    ARTICLE I
                         PURCHASE AND SALE OF THE 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 Seller
hereby  agrees  to  sell,  transfer,  convey and deliver to Purchaser 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  Purchaser stock certificates representing the Shares, duly endorsed
to  Purchaser or accompanied by duly executed stock powers in form and substance
satisfactory  to  Purchaser.

     Section  1.2     Purchase  Price.  As consideration for the purchase of the
                      ---------------
Shares,  Purchaser  shall  pay  to Seller a total consideration of $125,000 (the
"Purchase  Price")  payable  as  follows:

     (a)  $45,000 shall be paid by check or wire transfer to the Seller at
          the Closing of the transaction;
     (b)  $10,000 shall be paid by check or wire transfer to Perrin Plaza
          Shopping Center, the Landlord of the existing lease at 4102 Naco
          Perrin Street, San Antonio, Texas 78217 at the Closing of the
          transaction; and
     (c)  $70,000, as evidenced by a Promissory Note payable to the Seller
          bearing interest at four percent (4%) per annum, payable monthly, and
          amortized over five (5) years (the "Promissory Note").


<PAGE>
                                   ARTICLE II
                                     CLOSING

     Section  2.1     The Closing.  The closing of the transactions contemplated
                      -----------
by  this  Agreement  shall  take  place on or before July 10, 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 Seller
                      ------------------------
shall  deliver  to  Purchaser 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  Purchaser or accompanied by duly
executed  stock  powers  in form and substance satisfactory to Purchaser against
delivery  by  Purchaser  to  the  Seller  of  payment  in an amount equal to the
Purchase  Price  of  the  Shares  being purchased by Purchaser in the manner set
forth  in Section 1.2; 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 Seller  will  enter  into  a  five  (5)  year  covenant  not  to
          compete  pursuant  to  the terms of which the Seller will agree not to
          compete,  either  directly  of  indirectly,  with  the  Purchaser  by
          operating  an  establishment featuring live adult entertainment within
          the  corporate  limits  of  the  city  of  San  Antonio,  Texas;  and

     (ii) The Landlord  for  the  existing  lease  agreement  for  the  location
          where  Club  Exotica  is  located  shall  consent  to  the transaction
          contemplated  by  this  Agreement  and  shall confirm that the initial
          option  to  renew and extend the lease for an additional five (5) year
          period from the end of the present term of the lease has been approved
          and  effected.


                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                          OF THE SELLER AND THE COMPANY

     The  Seller  and  the  Company, jointly and severally, hereby represent and
warrant  to  Purchaser  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
Seller  or  the  Company.


                       Stock Purchase Agreement - Page 2
<PAGE>
     At Closing, the authorized capital stock of the Company consists of 100,000
shares  of  common stock, no par value, of which 1,000 shares are validly issued
and outstanding. There are 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 Seller 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 Seller owns, 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
Seller has 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 Purchaser as contemplated herein, Purchaser
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.  Seller  represents  that he is a person of
                      -------------
full  age  of  majority,  with full power, capacity, and authority to enter into
this  Agreement  and perform the obligations contemplated hereby by for himself.
All  action  on  the  part of Seller necessary for the authorization, execution,
delivery  and  performance  of  this Agreement by him has been taken and will be
taken  prior  to  Closing.  This  Agreement, when duly executed and delivered in
accordance  with its terms, will constitute legal, valid and binding obligations
of Seller enforceable against him in accordance with its terms, except as may be
limited  by  bankruptcy,  insolvency,  reorganization  and other similar laws of
general  application  affecting  creditors'  rights  generally  or  by  general
equitable  principles.

     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  Seller  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
Seller  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 Seller or the Company
in  connection  with  the execution and delivery by the Seller 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  Seller's or the Company's
knowledge,  threatened  against  Seller  or  the  Company  or  their  respective
properties,  assets,  operations  or  businesses  before any court, arbitration,
administrative  or  regulatory  body or any governmental agency which may result
either  singly  or  in  the  aggregate  in  any  judgment, order, award, decree,
liability  or  other determination which will or could reasonably be expected to
have  any  effect  upon  Seller  or  the  Company  or  its prospects, results of
operation,  properties,  liabilities, assets, financial condition or business or
the  transfer  by Seller to Purchaser of the Shares under this Agreement, nor is
there  any basis known to Seller for any such action.  No litigation is pending,
or,  to  Seller's  or  the Company's knowledge, threatened against Seller 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 Seller 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.


                       Stock Purchase Agreement - Page 4
<PAGE>
     Section  3.9     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.  Seller  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 3.9
sets forth all licenses and permits held by the Company used in the operation of
its  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  3.10     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) statutory liens not
yet  delinquent  and  (ii)  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,  the  Corporate  Real  Property  identified  on  Exhibit  3.10,  including
improvements,  furniture, fixtures, appliances and all other personalty owned by
the  Company and located thereon, 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 2005 corporate income tax
return, along with all equipment and fixtures located on the premises at 5002 N.
Shepherd  as  of  the  Closing  Date.

     Section  3.11     Financial  Statements.  Seller  and  the  Company  have
                       ---------------------
delivered  to  Rick's  the unaudited balance sheets of the Company as of May 31,
2006,  together with the related unaudited 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, Seller 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  3.12     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,  except  as  disclosed  on  Exhibit  3.12.

     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;


                       Stock Purchase Agreement - Page 5
<PAGE>
(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 covering the
real  property  where  the  Company  operates  its business located at 4102 Naco
Perrin  Street, San Antonio, Texas 78217.  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
Seller's  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.  Neither
Seller  nor  the  Company have any 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 Seller or the Company is a party or by which
they  are  bound.

     Section  3.15     No Default.  Neither Seller nor the Company is in default
                       ----------
under  any  term or condition of any instrument evidencing, creating or securing
any  indebtedness of Seller or the Company, and there has been no default in any
material  obligation  to  be  performed by Seller 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 Seller 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  Purchaser,  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  Seller  or  the  Company.

     Section  3.17      Disclosure.  No representation or warranty of the Seller
                        ----------
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  Seller  or  the  Company  in  connection  with this Agreement or the
transactions  contemplated hereby, and no person is entitled to any brokerage or
finder's  fee or compensation in respect thereof based in any way on agreements,
arrangements  or  understandings  made by or on behalf of Seller or the Company.


                       Stock Purchase Agreement - Page 6
<PAGE>
                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                                  OF PURCHASER

     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.


                                    ARTICLE V
                             COVENANT OF THE SELLER,
                              COMPANY AND PURCHASER

     Section 5.1     Conduct of Business.  From the date of the execution hereof
                     -------------------
until the Closing Date, Seller and the Company shall operate the business of the
Company in the ordinary course consistent with past practices, and:


                       Stock Purchase Agreement - Page 7
<PAGE>
     (a)  the Company  will  not  authorize,  declare,  pay  or  effect  any
          dividend  or liquidation or other distribution in respect of the stock
          of  the  Company  or  other  equity interest or any direct or indirect
          redemption,  purchase  or  other acquisition of any equity interest of
          the  Company;

     (b)  the Company  will  not  make  any  changes in its condition (financial
          or  otherwise),  liabilities,  assets,  or  business  or in any of its
          business  relationships,  including  relationships  with  suppliers or
          customers,  that,  when  considered individually or in the aggre-gate,
          might  reasonably be expected to have a material adverse effect on the
          Company;

     (c)  the Company  will  not  increase  the  salary  or  other  compensation
          payable  or  to  become payable by the Company to any employee, or the
          declaration,  payment, or commitment or obligation of any kind for the
          pay-ment  by  the  Company  of  a  bonus or other additional salary or
          compensation  to  any  such  person;

     (d)  the Company  will  not  sell,  lease,  transfer or assign any of their
          assets, tangible or intangible, other than for a fair consideration in
          the  ordinary  course  of  business;

     (e)  the Company  will  not  accelerate,  terminate,  modify  or cancel any
          agreement,  contract,  lease  or  license  (or  series  of  related
          agreements, contracts, leases and licenses) involving more than $5,000
          to  which  the  Company  is  a  party;

     (f)  the Company  will  not  make  any  loans  to  any person or entity, or
          guarantee  any  loan;

     (g)  the Company  will  not  waive  or  release  any right or claim held by
          the  Company;

     (h)  the Company  will  operate  its  business  in  the ordinary course and
          consistent  with  past  practices  so  as  to  preserve  its  business
          organization  intact,  to retain the ser-vices of its employees and to
          preserve  its  goodwill  and  relationships with suppliers, creditors,
          cus-tomers,  and  others  having  business  relationships  with  it;

     (i)  the Company  will  not  issue  any  note,  bond or other debt security
          or create, incur or assume, or guarantee any indebtedness for borrowed
          money  or  capitalized  lease  obligations;

     (j)  the Company  will  not  delay  or  postpone  the  payment  of accounts
          payable and other liabilities outside the ordinary course of business;

     (k)  the Company  will  not  make  any  loan  to,  or  enter into any other
          transaction  with,  any  of  its  directors,  officers,  employees  or
          shareholders;

     (l)  the Company  will  not  issue,  sell  or  otherwise  dispose of any of
          its  equity  securities,  or  create,  sell or dispose of any options,
          rights,  conversion  rights  or other agreements or commitments of any
          kind  relating  to  the  issuance,  sale  or disposition of any of its
          equity  securities;


                       Stock Purchase Agreement - Page 8
<PAGE>
     (m)  the Company  will  not  be  a  party  to  any merger, consolidation or
          other  business  combination;  and

     (n)  the Company  will  not  agree  to  take  any  action described in this
          Section  5.1.


                                   ARTICLE VI
                         CONDITIONS TO CLOSING OF SELLER
                                 AND THE COMPANY

     Each  obligation  of  Seller 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 VI, except to the extent that such satisfaction is waived by Seller
and  the  Company  in  writing.

     Section  6.1     Representations  and  Warranties  Correct.  The
                      -----------------------------------------
representations  and  warranties  made  by Purchaser contained in this Agreement
shall  be  true  and  correct  as  of  the  Closing  Date.

     Section  6.2     Covenants.  All  covenants,  agreements  and  conditions
                      ---------
contained  in  this  Agreement  to  be performed by Purchaser on or prior to the
Closing  Date  shall  have  been  performed  or  complied  with in all respects.

     Section 6.3     Delivery of Certificate.  Purchaser shall provide to Seller
                     -----------------------
and the Company Certificates, dated the Closing Date and signed by the President
of  Purchaser  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     Payment  of Purchase Price.  Purchaser shall have tendered
                      --------------------------
the  Purchase  Price  for  the Shares as referenced in Section 1.2 to the Seller
concurrently  with  the  Closing.

     Section  6.5  Related  Transactions.  The  Related Transaction set forth in
                   ---------------------
Section 2.3 shall be consummated concurrently with the Closing.

     Section 6.6     Corporate Resolutions.  Purchaser shall provide resolutions
                     ---------------------
of  the  Board  of  Directors  of  the  Purchaser 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  6.7     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  Purchaser.


                       Stock Purchase Agreement - Page 9
<PAGE>
                                   ARTICLE VII
                            CONDITIONS TO CLOSING OF
                                    PURCHASER

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

     Section  7.1     Representations  and  Warranties  Correct.  The
                      -----------------------------------------
representations  and  warranties made by the Seller and the Company hereof shall
be  true  and  correct  as  of  the  Closing  Date.

     Section  7.2     Covenants.  All  covenants,  agreements  and  conditions
                      ---------
contained  in this Agreement to be performed by the Seller and the Company on or
prior  to  the  Closing  Date  shall have been performed or complied with in all
respects.

     Section  7.3     Delivery  of  Certificate.  Seller  and  the Company shall
                      -------------------------
provide  to  Purchaser  certificates,  dated  the Closing Date and signed by the
Seller  and  by  the  President  of the Company, respectively, to the effect set
forth  in  Section 7.1 and 7.2 for the purpose of verifying the accuracy of such
representations  and  warranties  and  the  performance and satisfaction of such
covenants  and  conditions.

     Section  7.4     Delivery  of  Shares.  Seller  shall  have  delivered
                      --------------------
certificates evidencing the Shares of the Company, duly endorsed to Purchaser or
accompanied  by duly executed stock powers in form and substance satisfactory to
Purchaser.

     Section 7.5     Related Transactions.  The Related Transaction set forth in
                     --------------------
Section 2.3 shall be consummated concurrently with the Closing.

     Section  7.6     Corporate  Resolutions.  The  Company  shall  provide  to
                      ----------------------
Purchaser 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 7.7     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.  All business licenses of the Company shall be
in  full  force  and  effect.

     Section  7.8    Resignation.  The  Officers  and  Directors  of the Company
                     -----------
shall have provided to Purchaser their written resignations.

     Section  7.9     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.


                       Stock Purchase Agreement - Page 10
<PAGE>
                                  ARTICLE VIII
                                 INDEMNIFICATION

     Section  8.1     Indemnification  from  Seller and the Company.  Seller and
                      ---------------------------------------------
the  Company, jointly and severally, hereby agree to and shall indemnify, defend
(with legal counsel reasonably acceptable to Purchaser), and hold Purchaser, its
officers,  directors,  employees,  shareholders, affiliates, assigns, agents and
legal  counsel (collectively, the "Purchaser 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 Purchaser Group arising
from: (a) any misrepresentation by, or breach of any covenant or warranty of the
Seller  or the Company contained in this Agreement, or any exhibit, certificate,
or  other  instrument  furnished  or  to  be  furnished by Seller or the Company
hereunder;  (b) any nonfulfillment of any agreement on the part of Seller 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 Purchaser 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  8.2     Indemnification  from  Purchaser.  Purchaser agrees to and
                      --------------------------------
shall indemnify, defend (with legal counsel reasonably acceptable to the Seller)
and  hold  the  Seller,  the  Company,  its  officers,  directors,  employees,
shareholders,  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 Purchaser
contained  in  this Agreement or any exhibit, certificate, or other agreement or
instrument  furnished  or  to  be  furnished  by  Purchaser  hereunder;  (b) any
nonfulfillment  of  any agreement on the part of Purchaser under this Agreement;
or (c) any suit, action, proceeding, claim or investigation against Seller which
arises  from  or  which  is based upon or pertaining to Purchaser conduct or the
operation  of  the  business  of  the  Company  subsequent  to the Closing Date.

     Section 8.3     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


                       Stock Purchase Agreement - Page 11
<PAGE>
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  8.4     Default  of  Indemnification  Obligation.  If an entity or
                      ----------------------------------------
individual  having  an indemnification, defense and hold harmless obligation, as
above provided, shall fail to assume such obligation, then the party or entities
or  both,  as  the  case  may be, to whom such indemnification, defense and hold
harmless  obligation  is  due  shall  have the right, but not the obligation, to
assume and maintain such defense (including reasonable counsel fees and costs of
any  suit  related  thereto)  and  to make any settlement or pay any judgment or
verdict  as  the  individual  or  entities deem necessary or appropriate in such
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 IX
                                  MISCELLANEOUS

     Section  9.1     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  9.2     Notices.  Any  notices or other communications required or
                      -------
permitted  hereunder  shall be sufficiently given if in writing and delivered in
Person,  transmitted  by  facsimile  transmission (fax) or sent by registered or
certified  mail  (return  receipt  requested)  or  recognized overnight delivery
service,  postage  pre-paid,  addressed as follows, or to such other address has
such  party  may  notify  to  the  other  parties  in  writing:

     (a)  if to the Seller:           John Abdulla
                                      5868  Westheimer,  Ste.  601
                                      Houston,  Texas  77057

     (b)  if to Purchaser:            Rick's Cabaret International, Inc.
                                      Attn:  President
                                      10959  Cutten  Road
                                      Houston,  Texas  77066


                       Stock Purchase Agreement - Page 12
<PAGE>
          with a copy to:             Robert D. Axelrod
                                      Axelrod,  Smith  &  Kirshbaum
                                      5300  Memorial  Drive,  Suite  700
                                      Houston,  Texas  77007

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

     Section  9.3     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  9.4     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  9.5     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  9.6     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  9.7     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  9.8     Counterparts  and  Facsimiles.  This  Agreement  may  be
                      -----------------------------
executed  in  multiple  counterparts  and in any number of counterparts, each of
which  shall  be  deemed  an  original,  but  all  of which taken together shall
constitute  and  be  deemed  to be one and the same instrument and each of which
shall  be  considered  and  deemed an original for all purposes.  This Agreement
shall  be effective with the facsimile signature of any of the parties set forth
below  and  the facsimile signature shall be deemed as an original signature for
all  purposes and the Agreement shall be deemed as an original for all purposes.


                       Stock Purchase Agreement - Page 13
<PAGE>
     Section  9.9     Costs  and  Expenses.   Each  party  shall  pay  their own
                      --------------------
respective  fees,  costs  and  disbursements  incurred  in  connection with this
Agreement.

     Section  9.10     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  9.11     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  9.12     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  9.13     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  9.14     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 APPEAR ON THE FOLLOWING PAGE.]



                       Stock Purchase Agreement - Page 14
<PAGE>
     IN  WITNESS  WHEREOF,  the  undersigned  have  executed this Stock Purchase
Agreement to become effective as of the date first set forth above.

                                        TEXAS S&I, INC.

                                          /s/  John Abdulla
                                        -----------------------------------
                                        By:  John Abdulla, President
                                        Date:
                                              ------------------------


                                        JOHN ABDULLA

                                          /s/  John Abdulla
                                        -----------------------------------
                                        John Abdulla, Individually
                                        Date:
                                              ------------------------


                                        RICK'S CABARET INTERNATIONAL, INC.

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


                       Stock Purchase Agreement - Page 15
<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 GENTLEMEN'S CLUB IN SAN ANTONIO
Tuesday July 11, 8:55 am ET


WILL REOPEN IN AUGUST AS A CLUB ONYX

HOUSTON--(BUSINESS WIRE)--July 11, 2006--Rick's Cabaret International, Inc.
(NASDAQ: RICK - News), which operates upscale gentlemen's clubs, purchased its
         ----   ----
eleventh establishment, an adult entertainment facility in San Antonio, Texas
(4102 Naco Perrin Street) that will reopen in August under the upscale Club Onyx
brand and will cater to African-American gentlemen.

"This purchase expands our presence in the fast-growing San Antonio market and
marks the first extension of our highly successful Club Onyx brand that we
launched two years ago in Houston," said Eric Langan, CEO of Rick's Cabaret
International. "The Houston Club Onyx (at 3113 Bering Drive) has become a very
popular nightspot with a customer base comprised principally of African-American
businessmen and professionals as well as athletes and musicians. We believe this
concept will work well in other markets and the San Antonio location is an ideal
place to begin this extension."

Following remodeling, the new Club Onyx will open at the 4,000 square foot site
of the former Club Exotica in San Antonio, which Rick's Cabaret acquired from
Texas S&I, Inc. The company issued no equity in connection with this
transaction.

The San Antonio purchase is the second acquisition by Rick's Cabaret in 2006,
following the purchase in May of Dreamers, a club in South Houston, Texas, that
is now operating under the company's XTC Cabaret brand name (at 802 Houston Blvd
(Hwy 3). In 2005, the company purchased clubs in Charlotte, NC and New York City
that now operate under the Rick's Cabaret brand. The company already operates an
XTC Cabaret adult nightclub in San Antonio (2023 Sable Lane).

About Rick's Cabaret

Rick's Cabaret International, Inc. (NASDAQ: RICK - News, ricks.com - News)
                                            ----   ----  ---------   ----
operates upscale adult nightclubs serving primarily businessmen and
professionals that offer live adult entertainment, restaurant and bar
operations. The company owns and operates or licenses adult nightclubs in New
York City, New Orleans, Charlotte, Houston, Minneapolis and other cities under
the names "Rick's Cabaret," "XTC" and "Club Onyx." No sexual contact is
permitted at any of these locations. Rick's Cabaret also owns the adult Internet
membership Web site, couplestouch.com, and a network of online adult auction
sites under the flagship URL naughtybids.com. Rick's Cabaret common stock is
traded on NASDAQ under the symbol RICK. For further information contact
ir@ricks.com or visit ricks.com.
- ------------

Forward-looking Statements:

This press release may contain 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 go to ricks.com.

Contact:
for Rick's
Allan Priaulx, 212-338-0050, ir@ricks.com
                             ------------

                   Source: Rick's Cabaret International, Inc.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
