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

     This  Purchase  Agreement  (the  "Agreement") is made and entered into this
10th day of  October, 2006, by and among Behzad Bahrami ("Seller" or "Bahrami"),
Playmates  Gentlemen's  Club,  L.L.C.,  a  Texas  limited liability company (the
"Company"),  Rick's  Cabaret  International, Inc., a Texas corporation ("Rick's)
and  RCI  Entertainment  (Austin),  Inc.,  a  Texas  corporation  ("Buyer").

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

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

     WHEREAS,  the  Company  owns  an  adult  entertainment  cabaret  known  as
"Playmates"  (the  "Club"),  located  at 8110 Springdale Road, Austin 78724 (the
"Premises");  and

     WHEREAS,  Seller  desires  to  sell  51%  of  the  issued  and  outstanding
Membership  Interest  of  the  Company  to Buyer on the terms and conditions set
forth  herein;  and

     WHEREAS,  Buyer  desires  to  purchase  51%  of  the issued and outstanding
Membership  Interest  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 MEMBERSHIP INTEREST

     Section  1.1     Sale of the Membership Interest.  Subject to the terms and
                      -------------------------------
conditions  set forth in this Agreement, at the Closing (as hereinafter defined)
Seller  hereby  agrees to sell, transfer, convey and deliver to Buyer 51% of the
issued and outstanding Membership Interest of the Company, free and clear of all
encumbrances,  and  shall  deliver  to  Buyer  certificates  representing  the
Membership  Interest,  duly  endorsed  to  Buyer or accompanied by duly executed
stock  powers  in  form  and  substance  satisfactory  to  Buyer.

     Section  1.2     Purchase  Price  for  the  Membership  Interest.  As
                      -----------------------------------------------
consideration  for  the  purchase of the Membership Interest, Buyer shall pay to
Seller the total consideration of $1,500,000 (the "Purchase Price"), which shall
be  payable  as  follows:

     (a)     $500,000  cash  payable  at  Closing;  and

     (b)     125,000  shares of restricted common stock $.01 par value of Rick's
(the  "Shares")  to  be  valued  at  $8.00  per  share.

     Section  1.3     Right  of  Bahrami  to "Put" Shares.  On or after one year
                      -----------------------------------
from  the  Closing  Date, Bahrami shall have the right but not the obligation to
have Rick's purchase from Bahrami 5,000 Shares per month (the "Monthly Shares"),
calculated  at  a  price  per  share  equal  to  $8.00



("Value  of  the  Shares") until Bahrami has received a total of $1,000,000 from
the sale of the Shares (the "Put"). Bahrami shall notify Rick's during any given
month  of  its  election  to  "Put"  the  Monthly  Shares  to Rick's during that
particular  month.  Thereafter  Rick's  shall  have  three  (3) business days to
elect,  at its option, to buy the Monthly Shares or instruct Bahrami to sell the
Monthly  Shares in the open market.  At Rick's election, during any given month,
it  may either buy the Monthly Shares or if Rick's elects not to buy the Monthly
Shares  from  Bahrami,  then  Bahrami  shall sell the Monthly Shares in the open
market  and  any  deficiency  between the amount which Bahrami receives from the
sale  of  the Monthly Shares and the Value of the Shares shall be paid by Rick's
within  three  (3) business days after receipt of  written notice of the sale of
the  Monthly  Shares  and  the  amount  of the deficiency during that particular
month.  Rick's  obligation under this Section 1.3 to purchase the Monthly Shares
from  Bahrami  shall  terminate and cease at such time as Bahrami has received a
total  of  $1,000,000  from  the  sale of the Shares.  Bahrami agrees to provide
monthly  statements to Rick's as to the total number of Shares which he has sold
and the amount of proceeds derived therefrom.  Nothing contained in this Section
1.3  shall  limit or preclude Bahrami from selling the Shares in the open market
or  require  Bahrami  to  "Put"  the  Shares  to  Rick's during any given month.

     In  the  event  the  Seller  elects  not to "Put" the Shares to Rick's, the
Seller  shall  not  sell  more  than  10,000 Shares per week in the open market,
provided  that  Seller  complies with Rule 144 of the Securities Act of 1933, as
amended,  in  connection  with  his  sale  of  the  Shares.

                                   ARTICLE II
                                    CLOSING

     Section  2.1     The Closing.  The closing of the transactions provided for
                      -----------
in  this Agreement shall take place on the earlier of: (i) December 31, 2006, or
(ii)  ten (10) days after the issuance of a Certificate of Occupancy by the City
of  Austin  (the "Closing Date"), or at such other time and place as agreed upon
in  writing  among  the parties hereto (the "Closing").  The parties have agreed
further  to  close  at  the  law  officers  of  Axelrod, Smith & Kirshbaum, 5300
Memorial  Drive,  Suite  700,  Houston,  Texas  77007.

     Section  2.2     Delivery  and  Execution.  At  the Closing: (a) the Seller
                      ------------------------
shall  deliver  to  Buyer certificates evidencing the Membership Interest of the
Company, free and clear of any liens, claims, equities, charges, options, rights
of  first refusal or encumbrances, duly endorsed to Buyer or accompanied by duly
executed  stock  powers  in  form  and  substance  satisfactory to Buyer against
delivery  by  Buyer  to the Seller of payment in an amount equal to the Purchase
Price  of  the  Membership  Interest  being purchased by Buyer 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  Membership  Interest,  the  following  actions  shall  take  place
contemporaneously  at  the  Closing  (collectively, the "Related Transactions"):

     (i)  The  Buyer  and the Seller will enter into a Management Agreement with
          terms and conditions for the management of the Club which will include
          an  agreement  of  the  Buyer  to  provide an initial $200,000 line of
          credit  for  the  operation  of  the  Club;


                          Purchase Agreement - Page 2

    (ii)  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 Company, the Club, Rick's or
          any  of their affiliates, by operating an establishment featuring live
          adult  entertainment  within  a  one  (1) mile radius of the Premises;

   (iii)  The  Landlord  for  the Premises  shall  have entered into a new lease
          agreement  with  the  Company  acceptable  to  all of the parties (the
          "Lease"),  giving  the  Company the right to lease the Premises for at
          least  ten  (10)  years  at  not more than $29,000 per month, with the
          right  to  an  option to an additional ten (10) years at not more than
          $37,000  per month, with the Buyer agreeing to guarantee the first two
          (2)  years  of  the  Lease;

    (iv)  Buyer and Seller shall have entered into a Buy-Sell Agreement relating
          to  the  ownership  of  their Membership Interests in the Company; and

     (v)  Rick's  and  the  Seller  shall  have  entered into a Lock-Up/Leak-Out
          Agreement.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                            OF SELLER AND THE COMPANY

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

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

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

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


                          Purchase Agreement - Page 3

     Section  3.2     Ownership  of  the  Membership  Interest.  Seller  owns,
                      ----------------------------------------
beneficially  and  of record, all of the Membership Interest of the Company free
and  clear  of  any  liens,  claims, equities, charges, options, rights of first
refusal,  or  encumbrances.  Seller  has  the  unrestricted  right  and power to
transfer,  convey  and deliver full ownership of the Membership Interest 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
Membership Interest to Buyer as contemplated herein, Buyer will receive good and
valid  title  thereto,  free  and clear of any liens, claims, equities, charges,
options,  rights  of  first  refusal, encumbrances or other restrictions (except
those  imposed  by  applicable  securities  laws).

     Section  3.3     Authorization.  The  Company  has  all requisite corporate
                      -------------
power  and  authority  to  execute and deliver this Agreement and to perform its
obligations  hereunder  and  to consummate the transactions contemplated hereby.
All  action  on  the  part  of  the  Company  necessary  for  the authorization,
execution,  delivery and performance of this Agreement and all documents related
to  consummate  the  transactions contemplated herein have been taken or will be
taken  prior  to  the  Closing  Date  by  the Company. This Agreement, when duly
executed  and  delivered  in  accordance  with its terms, will constitute legal,
valid and binding obligations of the Company and Seller enforceable against them
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.

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

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

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


                          Purchase Agreement - Page 4

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

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

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

     Section 3.6     Sellers' Access to Information.  The Seller hereby confirms
                     ------------------------------
and  represents that he (a) has received a copy of Rick's Form 10-KSB filed with
the  Securities and Exchange Commission (the "SEC") for the year ended September
30,  2005,  as amended, and a copy of Rick's Form 10-QSB's for the quarter ended
December  31, 2005, March 31, 2006 and June 30, 2006, as filed with the SEC; (b)
a  copy  of  Rick's Form 14C filed with the SEC on April 24, 2006; (c) a copy of
the  Form  8-K's  filed with the SEC on March 27, 2006, April 6, 2006, April 14,
2006, May 11, 2006, July 12, 2006, July 13, 2006, August 10, 2006 and August 28,
2006;  (d)  has  been  afforded  the opportunity to ask questions of and receive
answers  from  representatives  of  Rick's concerning the business and financial
condition,  properties,  operations  and  prospects  of  Rick's;  (e)  has  such
knowledge  and  experience in financial and business matters so as to be capable
of  evaluating  the  relative  merits and risks of the transactions contemplated
hereby;  (f)  has had an opportunity to engage and is represented by an attorney
of  his choice; (g) has had an opportunity to negotiate the terms and conditions
of  this  Agreement; (h) has been given adequate time to evaluate the merits and
risks  of  the  transactions contemplated hereby; and (i) has been provided with
and given an opportunity to review all current information about Rick's.  Seller
has asked such questions to representatives of Rick's about Rick's as he desires
to  ask  and  all  such questions have been answered to the full satisfaction of
each  Seller.  The  forms  filed  by Rick's with the SEC as set forth in Section
3.6(a),  (b)  and  (c)  are hereafter collectively referred to as "SEC Reports".

     Section  3.7     Purchase  for  Investment.  The  Seller  is  acquiring the
                      -------------------------
Rick's  Shares  for  his  own account, for investment purposes only and not with
view  to  any  public resale or other distribution thereof.  Seller acknowledges
that  he  is  an  Accredited  Investor as that term is defined in Rule 501(a) of
Regulation  D  of  the  Securities  Act  of  1933,  as  amended.  Seller and his
representatives  have  received,  or have had access to, and have had sufficient
opportunity  to  review,  all  books,  records,  financial information and other
information  which Seller considers necessary or advisable to enable him to make
a  decision  concerning  its  acquisition  of  the  Shares,  and  that  he


                          Purchase Agreement - Page 5

possesses  such  knowledge and experience in financial and business matters that
he  is  capable  of evaluating the merits and risks of his investment hereunder.

     Section  3.8     No  Default.  The  Company  is not (a) in violation of any
                      -----------
provision of its Articles of Organization or Regulations or (b) in default under
any  term  or  condition  of any instrument evidencing, creating or securing any
indebtedness  of  the  Company,  and  there  has been no default in any material
obligation  to  be  performed  by  the  Company under any other contract, lease,
agreement,  commitment  or  undertaking to which it is a party or by which it or
its  assets  or  properties  are  bound, nor has the Company waived any material
right  under  any  such  contract,  lease, agreement, commitment or undertaking.

     Section  3.9     Taxes.  The  Company  has  timely and accurately filed all
                      -----
federal,  state,  foreign and local tax returns and reports required to be filed
prior to such dates and have timely paid all taxes shown on such returns as owed
for  the  periods  of such returns, including all sales taxes and withholding or
other payroll related taxes shown on such returns and any taxes required to have
been withheld and paid in connection with amounts paid or owing to any employee,
creditor or independent contractor.  The Company has made adequate provision for
the  payment  of  all  taxes  accruable  for all periods ending on or before the
Closing  Date  to  any taxing authority and are not delinquent in the payment of
any  tax  or  governmental  charge  of any nature.  No assessments or notices of
deficiency  or  other  communications  have  been  received  by the Company with
respect  to any tax return which has not been paid, discharged or fully reserved
against  and  no  amendments  or  applications for refund have been filed or are
planned with respect to any such return.  Neither the Company nor the Seller has
knowledge  of  any  action  by any taxing authority in connection with assessing
additional  taxes against or in respect of it for any past period.  There are no
agreements between the Company and any taxing authority waiving or extending any
statute  of  limitations  with  respect  to  any  tax  return.

     Section  3.10     Financial  Statements.  Seller has delivered to Buyer the
                       ---------------------
financial  information  available  relating  to  the  Company  (  the "Financial
Information").  Such Financial Information, 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.  Except as set forth in
Exhibit  3.10,  the Company, as of the date of the Financial Information, has no
material  liability  or  obligation  of  any  nature, whether absolute, accrued,
continued  or  otherwise.  As  of the Closing Date, Seller represents there have
been  no  adverse  changes  in  the  financial  condition  or  other operations,
business,  properties or assets of the Company from that reflected in the latest
Financial  Information  of  the Company as furnished pursuant to this Agreement.

     Section  3.11     Labor  Matters.  The  Company is not a party or otherwise
                       --------------
subject  to  any  collective  bargaining  agreement  with  any  labor  union  or
association.  The  Company  is  not  a  party  to  any written or oral contract,
agreement  or  understanding  for  the  employment  of  any officer, director or
employee  of  the  Company.  The Company is not a party to any employee benefits
plans (as defined in Section 3(3) of the Employee Retirement Income Security Act
of  1974, as amended) or any other fringe or employee benefits plan, programs or
arrangements.


                          Purchase Agreement - Page 6

     Section  3.12     Compliance with Laws; Permits. The Company is, and at all
                       -----------------------------
times prior to the date hereof has been in compliance with all statutes, orders,
rules,  ordinances  and  regulations applicable to it or to the ownership of its
assets  or  the  operation  of  their  businesses.  The  Company  owns, holds or
possesses,  or  will  own, hold or posses prior to the Closing Date, all permits
and  licenses  which  are in any manner necessary for it to conduct its sexually
oriented  business,  including  the  right  to  serve  alcoholic  beverages.

     Section  3.13     No  Conflicts.  The execution and delivery by the Company
                       -------------
and  the Seller of this Agreement does not, and the performance and consummation
by  the  Company and the Seller of the transactions contemplated hereby will not
(i)  conflict  with  the articles of organization or regulations of the Company;
(ii)  conflict  with or result in a breach or violation of, or default under, or
give  rise  to  any  right  of acceleration or termination of, any of the terms,
conditions  or  provisions of any note, bond, lease, license, agreement or other
instrument  or  obligation  to  which  the  Company  is  a party or by which the
Company's  or  Seller's  assets  or  properties  are  bound; (iii) result in the
creation  of  any encumbrance on any of the assets or properties of the Company;
or  (iv) violate any law, rule, regulation or order applicable to the Company or
Seller  or  any  of  the  Company's  assets  or  properties.

     Section  3.14     Title  to Properties; Encumbrances.  The Company has good
                       ----------------------------------
and  marketable  title to all of the personal property and assets, that are used
in  the  business  that  are material to the condition (financial or otherwise),
business,  operations  or  prospects  of  the  Company,  free  and  clear of all
mortgages,  claims, liens, security interests, charges, leases, encumbrances and
other  restrictions  of  any  kind  and  nature,  except (i) as disclosed in the
Financial  Statements  of  the Company, (ii) statutory liens not yet delinquent,
and  (iii)  such  liens  consisting  of  zoning  or  planning  restrictions,
imperfections of title, easements, pledges, charges and encumbrances, if any, as
do  not  materially  detract  from  the  value  or materially interfere with the
present  use of the property or assets subject thereto or affected thereby.  The
Company  does  not  own  any  real  property.

     Section  3.15     No  Pending  Transactions.  Except  for  the transactions
                       -------------------------
contemplated  by this Agreement, neither Seller nor the Company is a party to or
bound by or the subject of any agreement, undertaking, commitment or discussions
or  negotiations  with  any  person  that  could result in (i) the sale, merger,
consolidation  or  recapitalization  of the Company, (ii) the sale of any of the
assets  of the Company except in the ordinary course of business, (iii) the sale
of  any  outstanding Membership Interest of the Company, (iv) the acquisition by
the  Company  of any operating business or the capital stock of any other person
or  entity,  (v)  the  borrowing  of  money  by  the Company, whether secured or
unsecured,  or  (vi) any agreement with any of the respective officers, managers
or  affiliates  of  the  Company.

     Section  3.16     Contracts  and  Leases.  Except  as  set forth in Exhibit
                       ----------------------
3.16,  the Company (i) has no leases of personal property relating to the assets
of  the  Company,  whether as lessor or lessee; (ii) has no contractual or other
obligations  relating to the assets of the Company, whether written or oral; and
(iii)  has not given any power of attorney to any person or organization for any
purpose  relating  to  the assets of the Company.  Other than as contemplated by
this  Agreement,  as of the Closing Date, there will not be any lease agreements
for  the  Premises  where  the  Club is located.  The Company has provided Buyer
access  to  each  and  every  contract,  lease or other document relating to the
assets of the Company to which they are subject or are a party or a beneficiary.
To  Seller's  knowledge, such contracts, leases or other documents are valid and
in  full  force  and  effect  according  to  their  terms  and


                          Purchase Agreement - Page 7

constitutes  a  legal, valid and binding obligation of the Company and the other
respective  parties  thereto and are enforceable in accordance with their terms.
Seller has no knowledge of any default or breach under such contracts, leases or
other documents or of any pending or threatened claims under any such contracts,
leases  or  other  documents.

     Section  3.17     No  Default.  The  Company is not (a) in violation of any
                       -----------
provision of its articles of organization or regulations or (b) in default under
any  term  or  condition  of any instrument evidencing, creating or securing any
indebtedness  of  the  Company,  and  there  has been no default in any material
obligation  to  be  performed  by  the  Company under any other contract, lease,
agreement,  commitment  or  undertaking to which it is a party or by which it or
its  assets  or  properties  are  bound, nor has the Company waived any material
right  under  any  such  contract,  lease, agreement, commitment or undertaking.

     Section  3.18     Books  and  Records.  The books of account, minute books,
                       -------------------
stock  record  books or other records of the Company that exist are accurate and
complete  and  have  been maintained in accordance with sound business practices
and  will  be  located  at  the  Premises  upon  Closing.

     Section  3.19     Insurance Policies.  Copies  of  all  insurance  policies
                       ------------------
maintained  by  the  Company  relating  to  the  operation of the Club have been
delivered  or  made  available  to Buyer.  The policies of insurance held by the
Company  are  in  such amounts, and insure against such losses and risks, as the
Company  reasonably  deems appropriate for its property and business operations.
All  such  insurance policies are in full force and effect, and all premiums due
thereon  have  been paid.  Valid policies for such insurance will be outstanding
and  duly  in  force  at  all  times  prior  to  the  Closing.

     Section  3.20     Pending  Claims.  Except  as  set  forth in Exhibit 3.20,
                       ---------------
there is no claim, suit, arbitration, investigation, action or other proceeding,
whether  judicial,  administrative  or otherwise, now pending or, to the best of
the  Company's or Bahrami's knowledge, threatened before any court, arbitration,
administrative or regulatory body or any governmental agency which may result in
any  judgment, order, award, decree, liability or other determination which will
or  could  reasonably  be  expected  to have any effect upon the Company, or the
business of the Club or the transfer of the Membership Interest by the Seller to
Buyer  under this Agreement or the operation of the Club after the Closing Date,
nor  is there any basis known to the Company or Bahrami for any such action.  No
litigation  is  pending, or, to the Company's or Bahrami's knowledge, threatened
against  the Company, or the business of the Club, 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 the Company nor Bahrami is
subject  to  any  judicial  injunction  or  mandate  or  any  quasi-judicial  or
administrative  order  or  restriction  directed  to or against them which would
affect the Company or the business of the Club, or the Membership Interest to be
transferred  under  this  Agreement.

     Section 3.21     No Liabilities. As of the Closing Date, Company shall have
                      --------------
no obligations or liability (contingent or otherwise) to any third party, except
as  set  forth  in  exhibit  3.16.

     Section  3.22     Brokerage  Commission.  No broker or finder has acted for
                       ---------------------
the Seller, or the Company in connection with this Agreement or the transactions
contemplated  hereby,  and  no  person


                          Purchase Agreement - Page 8

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.

     Section 3.23     Environmental.  The Company has not received any citation,
                      -------------
directive,  letter or other communication, written or oral, or any notice of any
proceeding,  claim or lawsuit relating to any environmental issue arising out of
the  ownership  or  occupation  of  the  Club.

     Section 3.24     Banks and Brokerage Accounts.  Exhibit 3.24 sets forth (a)
                      ----------------------------
a  true  and  complete  list  of  the  names  and  locations of all banks, trust
companies,  securities  brokers  and  other  financial institutions at which the
Company  has  an  account or safe deposit box or maintains a banking, custodial,
trading  or  other  similar  relationship,  and (b) a true and complete list and
description  of each such account, box and relationship, indicating in each case
the  account  number and the names of the respective officers, employees, agents
or  other  similar  representatives  of  the Company having signatory power with
respect  thereto.

     Section  3.25      Disclosure.  No  representation or warranty of 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.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                                    OF BUYER

     Buyer  hereby  represents  and  warrants  to  Seller  as  follows:

     Section  4.1     Organization,  Good Standing and Qualification.  Buyer (i)
                      -----------------------------------------------
is  an  entity  duly  organized, validly existing and in good standing under the
laws  of the state of 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 Buyer.

     Section  4.2     Authorization.  Buyer  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  Buyer  necessary  for  the authorization, execution, delivery and
performance  of this Agreement by it has been or will be taken.  This Agreement,
when  duly  executed and delivered in accordance with its terms, will constitute
legal,  valid,  and  binding  obligations  of Buyer enforceable against Buyer in
accordance  with  its terms, except as may be limited by bankruptcy, insolvency,
and  other  similar  laws  affecting  creditors'  rights generally or by general
equitable  principles.

     Section  4.3     Consents.  No  permit,  consent, approval or authorization
                      --------
of,  or  designation,  declaration or filing with, any governmental authority or
any  other  person or entity is required on the part of Buyer in connection with
the  execution  and  delivery  by  Buyer  of  this  Agreement  or  the


                          Purchase Agreement - Page 9

consummation  and performance of the transactions contemplated hereby other than
as  may  be  required  under  the  federal  securities  laws.

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

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

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES
                                    OF RICK'S

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

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

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

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

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


                          Purchase Agreement - Page 10

     Section  5.5     Brokerage  Commission.  No  broker or finder has acted for
                      ---------------------
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.

     Section  5.6     Compliance with Laws; Permits.  Except as disclosed in the
                      -----------------------------
SEC  Reports,  Rick's is, and at all times prior to the date hereof has been, to
the  best  of  its  knowledge,  in  compliance with all statutes, orders, rules,
ordinances  and regulations applicable to it or to the operation of its business
or  ownership  of  its  assets  or  the  operation of its businesses, except for
failures  to  be  in compliance that would not have a material adverse effect on
the  business,  properties  or  condition  (financial  or  otherwise) of Rick's.

     Section 5.7     No Conflicts.  The execution and delivery of this Agreement
                     ------------
by  Rick's  does  not,  and the performance and consummation of the transactions
contemplated  hereby  by  the  Buyer and Rick's , will not (i) conflict with the
articles of incorporation or bylaws of Rick's; (ii) conflict with or result in a
breach  or  violation  of,  or  default  under,  or  give  rise  to any right of
acceleration  or  termination  of, any of the terms, conditions or provisions of
any  note,  bond, lease, license, agreement or other instrument or obligation to
which Rick's is a party or by which Rick's assets or properties are bound; (iii)
result  in the creation of any encumbrance on any of the assets or properties of
the  Buyer;  or  (iv)  violate  any law, rule, regulation or order applicable to
Rick's  or  any  of  Rick's  securities,  assets  or  properties

     Section  5.8     No  Default.  Rick's  is  not  (a)  in  violation  of  any
                      -----------
provision of its articles of incorporation or bylaws or (b) in default under any
term  or  condition  of  any  instrument  evidencing,  creating  or securing any
indebtedness of Rick's, and there has been no default in any material obligation
to be performed by Rick's under any other contract, lease, agreement, commitment
or undertaking to which it is a party or by which it or its assets or properties
are  bound,  nor  has  Rick's waived any material right under any such contract,
lease,  agreement,  commitment  or  undertaking.

     Section  5.9     Pending  Claims.  Except  as described in the SEC Reports,
                      ---------------
there is no claim, suit, arbitration, investigation, action or other proceeding,
whether  judicial,  administrative  or otherwise, now pending or, to the best of
the Rick's's knowledge, threatened before any court, arbitration, administrative
or  regulatory body or any governmental agency which may result in any judgment,
order,  award,  decree,  liability  or  other  determination which will or could
reasonably  be  expected  to  have a material adverse effect upon Rick's, nor is
there  any basis known to Rick's for any such action.  No litigation is pending,
or,  to  Rick's knowledge, threatened against Rick's or its 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.   Rick's  is not subject to any
judicial  injunction or mandate or any quasi-judicial or administrative order or
restriction directed to or against it which would have a material adverse affect
on  the  Buyer.


                          Purchase Agreement - Page 11

                                   ARTICLE VI
                            COVENANTS OF THE COMPANY

     Section  6.1     Stand  Still.  To  induce  Buyer and Ricks to proceed with
                      ------------
this  Agreement, the Company and Seller agree that until the Closing Date or the
termination of this Agreement, neither any representative of the Company nor the
Seller  will  offer  to  sell  or solicit any offer to purchase or engage in any
discussions  or  activities  of  any  nature whatsoever, directly or indirectly,
involving  in  any  manner  the actual or potential sale, transfer, encumbrance,
pledge,  collateralization  or  hypothecation  of  any  assets of the Company or
Membership  Interest  of the Seller.  The Company and the Seller hereby agree to
advise  the  Buyer  and  Ricks of any contact from any third party regarding the
acquisition  of any Membership Interest of the Seller or other investment in the
Company,  or  of any contact which would relate to the transactions contemplated
by  this  Agreement.

     Section  6.2     Access; Due Diligence.  Between the date of this Agreement
                      ---------------------
and  the  Closing Date, the Company and Seller shall (a) provide Buyer and their
authorized  representatives  reasonable access to all plants, offices, warehouse
and  other facilities and properties of the Company and to the books and records
of  the Company; (b) permit the Buyer to make inspections thereof; and (c) cause
the  officers  and  advisors  of  the  Company  to  furnish  the Buyer with such
financial  and operating data and other information with respect to the business
and properties of the Company and to discuss with the Buyer and their authorized
representatives  the  affairs  of the Company as the Buyer may from time to time
reasonably  request.

     Section 6.3     Conduct of Business.  From the date of the execution hereof
                     -------------------
until  the  Closing  Date, the Company shall operate the business of the Club in
the  ordinary  course  of  business,  and:

     (a)  The  Company  will  not authorize, declare, pay or effect any dividend
          except  as  is  consistent  with  past  practices  of  the  Company or
          liquidation  or  other  distribution  in  respect  of  the  units  of
          membership  interest  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 their condition (financial or
          otherwise),  liabilities,  assets,  or  business  or  in  any of their
          business  relationships,  including  relationships  with  suppliers or
          customers,  that,  when  considered  individually or in the aggregate,
          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
          payment  by  the  Company  of  a  bonus  or other additional salary or
          compensation  to  any  such  person  except  in  the  normal course of
          business,  consistent  with  past  practices  of  the  Company;

     (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;


                          Purchase Agreement - Page 12

     (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 $1,000
          to  which  the  Company  is  a  party;

     (f)  The  Company  will  not  make  any  loans  to any person or entity, or
          guarantee  any  loan,  absent  the  consent  of  the  Buyer;

     (g)  The  Company  will not waive or release any right or claim held by the
          Company,  absent  the  consent  of  the  Buyer;

     (h)  The  Company  will  operate  its  business  in the ordinary course and
          consistent  with  past  practices  so  as  to  preserve their business
          organization  intact, to retain the services of their employees and to
          preserve  their  goodwill and relationships with suppliers, creditors,
          customers,  and  others  having  business  relationships  with  them;

     (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  their directors, officers, and employees,
          outside  the  ordinary  course  of  business;

     (l)  The  Company  will  not  make  any  change in any method, practice, or
          principle  of  accounting  involving  the  Company's  business, or the
          assets  of  the  Company;

     (m)  The  Company  will  not issue, sell or otherwise dispose of any of its
          membership  interests,  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 their
          membership  interests;

     (n)  The  Company  will not reclassify, split up or otherwise change any of
          their  membership  interests;

     (o)  The  Company will not be a party to any merger, consolidation or other
          business  combination;  and

     (p)  The  Company  will  not  agree  to  take  any action described in this
          Section  6.3.

                                  ARTICLE VII
                              CONDITIONS TO CLOSING

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


                          Purchase Agreement - Page 13

     Section  7.1     Conditions  to  Obligations  of  Buyer  and  Rick's.
                      ---------------------------------------------------

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

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

          (c)     Delivery of Certificates.  The Company shall provide to Buyer
                   ------------------------
certificates, dated as of the Closing Date and signed by a representative of the
Company  to  effect  set  forth  in Section 7.1(a) and 7.1(b) for the purpose of
verifying  the  accuracy  of  such  representations  and  warranties  and  the
performance  and  satisfaction  of  such  covenants  and  conditions.

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

          (e)     Delivery of Membership Interest.  The Seller shall deliver or
                   -------------------------------
cause  to  be  delivered to Buyer originally issued certificate representing the
Membership  Interest  of  the  Company duly endorsed over to the Buyer in a form
satisfactory  to  the  Buyer.

          (f)     Related  Transactions.  The Related Transactions set forth in
                   ---------------------
Section  2.3  shall  be  consummated  concurrently  with  the  Closing.

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

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

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

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

          (k)     Appointment  of Manager/Officer.  Eric Langan shall have been
                   -------------------------------
appointed  as  a Manager of the Company and as its President and Chief Executive
Officer.

     Section  7.2     Conditions  to  Obligations of the Company and the Seller
                      ----------------------------------------------------------


                          Purchase Agreement - Page 14

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

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

          (c)     Delivery  of Certificates.  Buyer and Rick's shall provide to
                   -------------------------
the Company and Seller certificates dated as of the Closing Date and signed by a
representative of the Buyer and Rick's to the effect set forth in Section 7.2(a)
and 7.2(b) for the purpose of verifying the accuracy of such representations and
warranties  and  the  performance  and  satisfaction  of  such  covenants  and
conditions.

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

          (e)     Payment of Purchase Price.  Buyer (i) shall have tendered the
                   -------------------------
cash portion of the Purchase Price set forth in Section 1.2, and (ii) shall have
delivered  the  Shares representing a portion of the Purchase Price to Seller as
set  forth  in  Section  1.2,  or  shall  deliver a letter of instruction to the
transfer  agent  instructing  the  issuance  of  the  Shares  to  Seller.

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

          (g)     Consents;  Transfer  of Licenses.  All necessary transfers of
                   --------------------------------
licenses  and  leases  required for the operation of the business of the Company
shall  have  been  obtained.  The Certificate of Occupancy issued by the City of
Austin  which zones the Premises for an adult oriented business shall be in full
force  and  effect.

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

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

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


                          Purchase Agreement - Page 15

                                  ARTICLE VIII
                                INDEMNIFICATION

     Section  8.1     Indemnification  from  the  Seller  and  the Company.  The
                      ----------------------------------------------------
Seller  and  the Company hereby agree to and shall indemnify, defend (with legal
counsel  reasonably  acceptable  to  Buyer),  and  hold  Buyer,  its  officers,
directors,  shareholders,  employees, affiliates, parent, agents, legal counsel,
successors  and assigns  (collectively, the "Buyer Group") harmless at all times
after  the  date of this Agreement, from and against any and all actions, suits,
claims,  demands,  debts,  liabilities,  obligations,  losses,  damages,  costs,
expenses, penalties or injury  (including reasonable attorneys fees and costs of
any  suit related thereto) (collectively, "Indemnifiable Loss" or "Indemnifiable
Losses")  suffered  or  incurred by any or all of  the Buyer Group arising from:
(a)  any  material  misrepresentation  by, or material 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 the
Seller  or  the  Company  hereunder;  (b)  any  nonfulfillment  of  any material
agreement  on  the  part of  the Seller or the Company under this Agreement;  or
(c)  any  liabilities  of  the  Company  incurred  prior  to  the  Closing Date.

     Section  8.2     Indemnification  from  Buyer.  Buyer  agrees  to and shall
                      ----------------------------
indemnify, defend (with legal counsel reasonably acceptable to Company) and hold
the  Seller and the Company and their agents, officers, directors, shareholders,
employees,  affiliates,  parent,  agents, legal counsel, successors and assigns,
(collectively,  the  "Company's  Group") harmless at all times after the date of
the  Agreement  from  and  against  any and all actions, suits, claims, demands,
debts,  liabilities, obligations, losses, damages, costs, expenses, penalties or
injury  (including  reasonably  attorneys  fees  and  costs  of any suit related
thereto) suffered or incurred by any or all of the Company's Group, arising from
(a)  any  material  misrepresentation  by, or material breach of any covenant or
warranty  of  Buyer  contained in this Agreement or any exhibit, certificate, or
other  agreement  or instrument furnished or to be furnished by Buyer hereunder;
or  (b)  any nonfulfillment of any material agreement on the part of Buyer under
this  Agreement.  Further,  and  so long as Buyer or its affiliates or designees
hold more than 50% interest in the Company, Buyer agrees to and shall indemnify,
defend (with legal counsel reasonably acceptable to Company) and hold the Seller
harmless  at  all  times  after  the  Closing Date, from and against any and all
actions,  suits,  claims,  demands,  debts,  liabilities,  obligations,  losses,
damages,  costs,  expenses,  penalties or injury (including reasonably attorneys
fees  and  costs  of  any  suit  related thereto) from third parties suffered or
incurred  by  Seller  arising from or related to any liabilities of the Buyer or
Company  incurred  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


                          Purchase Agreement - Page 16

appeal  arising therefrom; provided, however, that the indemnified party may, at
its  own  cost,  participate  in  such  investigation, trial and defense of such
lawsuit  or  action  and  any  appeal arising therefrom.  The indemnifying party
shall  not,  without  the prior written consent of the indemnified party, effect
any  settlement of any proceeding in respect of which any indemnified party is a
party and indemnity has been sought hereunder unless such settlement of a claim,
investigation,  suit, or other proceeding only involves a remedy for the payment
of money by the indemnifying party and includes an unconditional release of such
indemnified  party  from  all liability on claims that are the subject matter of
such  proceeding.

     Section  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
individual's or entities' absolute sole discretion and to charge the cost of any
such  settlement,  payment,  expense  and  costs, including reasonable attorneys
fees,  to  the  entity  or  individual  that  had the obligation to provide such
indemnification,  defense and hold harmless obligation and same shall constitute
an additional obligation of the entity or of the individual or both, as the case
may  be.

                                   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:        Behzad Bahrami
                                      9010 IH 35, Suite112
                                      Austin, Texas 78753
                                      Phone: (512) 658-4333
                                      Fax: (512) 371-0401


                          Purchase Agreement - Page 17

             with a copy to:          Douglass D. Hearne, Jr.
                                      700 Lavaca, Suite 910
                                      Austin, Texas 78701
                                      Fax: (512) 494-8819

     (b)     if to Buyer or Rick's:   RCI Entertainment (Austin), Inc.
                                      Attn: Eric Langan, President
                                      10959 Cutten Road
                                      Houston, Texas 77066
                                      Fax: (281) 397-6765

             with a copy to:          Robert D. Axelrod
                                      Axelrod Smith & Kirshbaum
                                      5300 Memorial Drive, Suite 700
                                      Houston, Texas 77007
                                      Fax: (713) 552-0202

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     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  9.6     Jurisdiction.  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.  The parties agree that venue for purposes of
construing or enforcing this Agreement shall be proper in  Harris County, Texas,
if litigation is initiated by the Seller or the Company or Travis County, Texas,
if  litigation  is  initiated  by  the  Buyer.


                          Purchase Agreement - Page 18

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

     Section  9.8     Costs  and  Expenses.   Each  party  shall  pay  their own
                      --------------------
respective  fees,  costs  and  disbursements  incurred  in  connection with this
Agreement.

     Section  9.9     Section  Headings.  The section and subsection headings in
                      -----------------
this Agreement are used solely for convenience of reference, do not constitute a
part  of  this  Agreement,  and  shall  not  affect  its  interpretation.

     Section  9.10     No  Third-Party Beneficiaries.  Nothing in this Agreement
                       -----------------------------
will  confer  any  third  party  beneficiary  or  other  rights  upon any person
(specifically  including any employees of the Company) or any entity that is not
a  party  to  this  Agreement.

     Section 9.11     Attorneys' Review.  In connection with the negotiation and
                      -----------------
drafting of this Agreement, the parties represent and warrant to each other they
have  had  the  opportunity  to  be  advised  by  attorneys of their own choice.

     Section  9.12     Further  Assurances.  Each  party  covenants  that at any
                       -------------------
time,  and  from  time  to  time,  after  the Closing Date, it will execute such
additional  instruments  and take such actions as may be reasonably be requested
by  the other parties to confirm or perfect or otherwise to carry out the intent
and  purposes  of  this  Agreement.

     Section  9.13     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  9.14     Public  Announcements.   The  parties  hereto  agree that
                       ---------------------
prior  to  making  any  public  announcement  or  statement  with respect to the
transactions  contemplated  by  this  Agreement, the party desiring to make such
public announcement or statement shall consult with the other parties hereto and
exercise  their  best  efforts  to  (i)  agree  upon  the text of a joint public
announcement  or  statement  to  be  made  by all of such parties or (ii) obtain
approval  of  the  other  parties hereto to the text of a public announcement or
statement  to  be  made  solely  by  the  party  desiring  to  make  such public
announcement;  provided, however, that if any party hereto is required by law to
make  such public announcement or statement, then such announcement or statement
may  be  made  without  the  approval  of  the  other  parties.

     Section  9.15     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.


                          Purchase Agreement - Page 19

     Section  9.16     Exhibits  Not Attached.  Any exhibits not attached hereto
                       ----------------------
on  the  date  of  execution  of  this Agreement shall be deemed to be and shall
become  a  part of this Agreement as if executed on the date hereof upon each of
the  parties  initialing  and  dating  each  such exhibit, upon their respective
acceptance  of  its  terms,  conditions  and/or  form.

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

                                        RCI ENTERTAINMENT (AUSTIN), INC.

                                         /s/ Eric Langan
                                        ----------------------------------------
                                        By: Eric Langan, President
                                        Date: October 10, 2005
                                             -----------------------------------


                                        RICK'S CABARET INTERNATIONAL, INC.

                                         /s/ Eric Langan
                                        ----------------------------------------
                                        By: Eric Langan, President
                                        Date: October 10, 2005
                                             -----------------------------------

                                        SELLER

                                         /s/ Behzad Bahrami
                                        ----------------------------------------
                                        Behzad Bahrami, Individually
                                        Date: October  5,  2006
                                             -----------------------------------

                                        PLAYMATES GENTLEMEN CLUB, LLC

                                         /s/ Behzad Bahrami
                                        ----------------------------------------
                                        By: Behzad Bahrami, Manager
                                        Date: October 5, 2006
                                             -----------------------------------


                          Purchase Agreement - Page 20

                                    EXHIBITS


                          Purchase Agreement - Page 21