ex10_1.htm


    
      

    

    Exhibit
10.1

       

      SUBSCRIPTION
AGREEMENT

      


      RICK’S
CABARET INTERNATIONAL, INC.

      


      


      Rick’s
Cabaret International, Inc.

      10959
Cutten Road

      Houston,
Texas 77066

      


      


      The
undersigned, ____________________ (name), ________________________________
(address) (the "Subscriber"), understands that Rick’s Cabaret International,
Inc., a Texas Corporation (the "Company") is offering for sale to the
undersigned ___________ shares of Common Stock (“Common Stock”) at a purchase
price of $ 20.00 per share, for a total aggregate purchase price of
$________________. The Subscriber acknowledges and understands that the offering
of the Common Stock (the "Offering") is being made without registration of the
Common Stock under the Securities Act of 1933, as amended (the "Act"), or any
securities "blue sky" or other similar laws of any state.

      


      
        	
                1.

              	
                Subscription.  Subject
      to the terms and conditions hereof, the Subscriber hereby subscribes for
      and agrees to purchase ___________ shares of Common Stock for the
      aggregate purchase price of $_____________ upon acceptance of this
      Subscription Agreement.

              


      

      


      
        	
                2.

              	
                Payment for the Common
      Stock.  The undersigned encloses herewith $____________
      required to purchase the Common Stock subscribed for
      hereunder.  If this subscription is not accepted by the Company
      for any reason, all documents will be returned to the
      Subscriber.

              


      

      


      
        	
                3.

              	
                Representations and Warranties
      of the Subscriber.  The Subscriber hereby represents and
      warrants to and covenants with the Company, as well as each officer,
      director and agent of the Company as
follows:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                General

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      Subscriber has all requisite authority to enter into this Subscription
      Agreement and to perform all the obligations required to be performed by
      the Subscriber hereunder.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      Subscriber is the sole party in interest and is not acquiring the Common
      Stock as an agent or otherwise for any other person.  The
      Subscriber is a resident of the state set forth opposite its name on the
      signature page hereto and (A) if a corporation, partnership, trust or
      other form of business organization, it has its principal office within
      such state; (B) if an individual, he or she has his or her principal
      residence in such state; and (C) if a corporation, partnership, trust or
      other form of business organization which was organized for the specific
      purpose or acquiring the Common Stock, all of the beneficial owners are
      residents of such state.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                The
      Subscriber recognizes that the total amount of funds tendered to purchase
      the Common Stock is placed at the risk of the business and may be
      completely lost.  The purchase of the Common Stock of the
      Company as an investment involves extreme
risk.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iv)

              	
                The
      Subscriber realizes that the Common Stock cannot readily be sold as the
      shares of Common Stock are restricted securities, that it may not be
      possible to sell or dispose of the Common Stock and therefore the Common
      Stock must not be purchased unless the Subscriber has liquid assets
      sufficient to assure that such purchase will cause no undue financial
      difficulties and the Subscriber can provide for current needs and personal
      contingencies.

              


      

      


      
        	
                 
      

              	
                (v)

              	
                The
      Subscriber confirms and represents that it is able (A) to bear the
      economic risk of its investment, (B) to hold the securities for an
      indefinite period of time, and (C) to afford a complete loss of its
      investment.  The Subscriber also represents that it has (x)
      adequate means of providing for its current needs and personal
      contingencies, and (y) has no need for liquidity in this particular
      investment.

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                The
      Subscriber has not become aware of the offering of Common Stock of the
      Company by any form of general solicitation or advertising, including, but
      not limited to advertisements, articles, notices or other communications
      published in any newspaper, magazine or other similar media or broadcast
      over television or radio or any seminar or meeting where those individuals
      that have attended have been invited by any such or similar means of
      general solicitation or
advertising.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Information Concerning
      the Company.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      Subscriber acknowledges that it has received all current information about
      the Company including the Company’s (A) Form 10-KSB filed with the
      Securities and Exchange Commission (the “SEC”) for the year ended
      September 30, 2007, and a copy of the Company’s Form 10-QSB’s for the
      quarters ended December 31, 2007 and March 31, 2008, as filed with the
      SEC; (B) a copy of the Company’s Form 14A filed with the SEC on June 27,
      2007 (C) a copy of the Form 8-K’s filed with the SEC on February 13, 2008,
      March 7, 2008, April 3, 2008, April 4, 2008, April 15, 2008, April 21,
      2008, April 23, 2008, May 9, 2008 and May 14, 2008 and the Form 8-K/A’s
      filed on January 29, 2008, February 11, 2008, March 18, 2008 and April 18,
      2008 (“Filed Documents”).

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      Subscriber or its representative is familiar with the business and
      financial condition, properties, operations and prospects of the Company,
      and, at a reasonable time prior to the execution of this Subscription
      Agreement, that its representative has been afforded the opportunity to
      ask questions of and receive satisfactory answers from the Company's
      officers and directors, or other persons acting on the Company's behalf,
      concerning the business and financial condition, properties, operations
      and prospects of the Company and concerning the terms and conditions of
      the offering of the Common Stock and has asked such questions as its
      representative desires to ask and all such questions have been answered to
      the full satisfaction of the
Subscriber.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                The
      Subscriber has been furnished, has carefully read, and has relied solely
      (except for information obtained pursuant to (iv) below, on the
      information contained in the Filed Documents, and Subscriber has not
      received any other offering literature or prospectus, and no verbal or
      written representations or warranties have been made to Subscriber by the
      Company, or its employees or agents, other than the representations of the
      Company set forth herein and in the Filed
  Documents.

              


      


      
        
           


        

        
          Subsciption
Agreement - Page 2

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iv)

              	
                The
      Subscriber has had an unrestricted opportunity to:  (A) obtain
      additional information concerning the offering of Common Stocks, the
      Common Stock, the Company and any other matters relating directly or
      indirectly to Subscriber’s purchase of the Common Stock; and (B) ask
      questions of, and receive answers from the Company concerning the terms
      and conditions of the Offering and to obtain such additional information
      as may have been necessary to verify the accuracy of the information
      contained in the Filed Documents.

              


      

      


      
        	
                 
      

              	
                (v)

              	
                The
      Subscriber understands that, unless the Subscriber notifies the Company in
      writing to the contrary, all the representations and warranties contained
      in this Subscription Agreement will be deemed to have been reaffirmed and
      confirmed, taking into account all information received by the
      Subscriber.

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                The
      Subscriber understands that the purchase of the Common Stock involves
      various risks, including, but not limited to, those outlined in this
      Subscription Agreement and the Filed
Documents.

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                The
      Subscriber acknowledges that no representations or warranties have been
      made to the Subscriber by the Company as to the tax consequences of this
      investment, or as to profits, losses or cash flow which may be received or
      sustained as a result of this
investment.

              


      

      


      
        
          	
                	
                  (viii) 

                	
                  All
      documents, records and books pertaining to a proposed investment in the
      Common Stock which the Subscriber or its representative has requested have
      been made available to the
Subscriber.

                


        

      

      


      
        	
                 
      

              	
                (ix)

              	
                The
      Subscriber or its representative has been provided access to all
      information requested in evaluating its purchase of the Common
      Stock.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Status of the
      Subscriber

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      Subscriber represents that the Subscriber is an Accredited Investor as
      that term is defined pursuant to Section 501 of Regulation D under the
      Act.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      Subscriber agrees to furnish any additional information requested to
      assure compliance with applicable Federal and state securities laws in
      connection with the purchase and sale of the Common
  Stock.

              


      


      
        
           


        

        
          Subsciption
Agreement - Page 3

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                Restrictions on
      Transfer or Sale of the Common
Stock

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      Subscriber is acquiring the Common Stock subscribed solely for the
      Subscriber's own beneficial account, for investment purposes, and not with
      view to, or for resale in connection with, any distribution of the Common
      Stock.  The Subscriber understands that the offer and the sale
      of the Common Stock has not been registered under the Act or any state
      securities laws by reason of specific exemptions under the provisions
      thereof which depend in part upon the investment intent of the Subscriber
      and of the other representations made by the Subscriber in this
      Subscription Agreement.  The Subscriber understands that the
      Company is relying upon the representations, covenants and agreements
      contained in this Subscription Agreement (and any supplemental
      information) for the purposes of determining whether this transaction
      meets the requirements for such
exemptions.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      Subscriber understands that the shares of Common Stock are "restricted
      securities" under applicable federal securities laws and that the Act and
      the rules of the Securities and Exchange Commission (the "Commission")
      provide in substance that the Subscriber may dispose of the Common Stock
      only pursuant to an effective registration statement under the Act or an
      exemption therefrom.  The certificates evidencing the shares of
      Common stock offered hereby will bear a legend which clearly sets forth
      this restriction. The Subscriber understands that the Subscriber may not
      at any time demand the purchase by the Company of the Subscriber's Common
      Stock.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                The
      Subscriber agrees:  (A) that the Subscriber will not sell,
      assign, pledge, give, transfer or otherwise dispose of the Common Stock or
      any interest therein, or make any offer or attempt to do any of the
      foregoing, except pursuant to a registration of the Common Stock under the
      Act and all applicable state securities laws or in a transaction which is
      exempt from the registration provisions of the Act and all applicable
      state securities laws;  (B) that the Company and any transfer
      agent for the Common Stock shall not be required to give effect to any
      purported transfer of any of the Common Stock except upon compliance with
      the foregoing restrictions; and (C) that a restrictive legend will be
      placed on the certificates representing the Common
  Stock.

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                The
      Subscriber has not offered or sold any portion of the subscribed for
      Common Stock and has no present intention of dividing such Common Stock
      with others or of reselling or otherwise disposing of any portion of such
      Common Stock either currently or after the passage of a fixed or
      determinable period of time or upon the occurrence or nonoccurrence of any
      predetermined event or
circumstance.

              


      

      


      
        	
                4.

              	
                Registration
      Rights.  The Company shall prepare and file with the
      Commission a registration statement covering the shares of Common Stock
      purchased hereby within ninety (90) days after the closing of this
      transaction (the “Registration Statement”).   The
      Registration Statement shall be on Form S-1 or Form S-3, or such other
      appropriate form.  The Company shall use its best efforts to
      cause the Registration Statement to be declared effective by the
      Commission and shall use its best efforts to keep the Registration
      Statement continuously effective under the Securities Act until the second
      anniversary of the Effective Date or such earlier date when all shares
      covered by the Registration Statement have been sold publicly or are
      eligible for resale under Rule 144 (the “Effectiveness
      Period”).

              


      

       

      
        
           


        

        
          Subsciption
Agreement - Page 4

          
            

          

        

        
           


        

      


      
        	
                5.

              	
                Survival and
      Indemnification.  All representations, warranties and
      covenants contained in this Agreement and the indemnification contained in
      this Paragraph 5 shall survive (i) the acceptance of the Subscription
      Agreement by the Company and (ii) the death or disability of the
      Subscriber.  The Subscriber acknowledges the meaning and legal
      consequences of the representations, warranties and covenants in Paragraph
      3 hereof and that the Company has relied upon such representations,
      warranties and covenants in determining the Subscriber's qualification and
      suitability to purchase the Common Stock.  The Subscriber hereby
      agrees to indemnify, defend and hold harmless the Company, and its
      officers, directors, employees, agents and controlling persons, from and
      against any and all losses, claims, damages, liabilities, expenses
      (including attorneys' fees and disbursements), judgment or amounts paid in
      settlement of actions arising out of or resulting from the untruth of any
      representation herein or the breach of any warranty or covenant
      herein.  Notwithstanding the foregoing, however, no
      representation, warranty, covenant or acknowledgment made herein by the
      Subscriber shall in any manner be deemed to constitute a waiver of any
      rights granted to it under the federal securities or state securities
      laws.

              


      

      


      
        	
                6.

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

              


      

      


      
        	
                 
      

              	
                (a)

              	
                if
      to the Company, to it at the following
address:

              


      

      


      RICK’S CABARET
INTERNATIONAL, INC.

      10959
Cutten Road

      Houston,
Texas 77066

      Attn:
Eric Langan

      


      Telephone
No. (281) 397 6730

      Facsimile
No:  (281) 397 6765

      


      
        	
                 
      

              	
                (b)

              	
                if
      to the Subscriber, at the address set forth on the first page hereof or
      directly to the Subscriber at the address set forth on the signature page
      hereto, or at such other address as either party shall have specified by
      notice in writing to the other.

              


      

      


      All
notice and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three days after being deposited in
the mail, postage prepaid, if mailed, certified mail or registered mail; and the
next day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.

      


      If a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives
it.


      
        
           


        

        
          Subsciption
Agreement - Page 5

          
            

          

        

        
           


        

      


      
        	
                7.

              	
                Assignability.  This
      Subscription Agreement is not assignable by the Subscriber, and may not be
      modified, waived or terminated except by an instrument in writing signed
      by each of the parties hereto.

              


      

      


      
        	
                8.

              	
                Binding
      Effect.  Except as otherwise provided herein, this
      Subscription Agreement shall be binding upon and inure to the benefit of
      the parties and their heirs, executors, administrators, successors, legal
      representatives and assigns, and the agreements, representations,
      warranties and acknowledgments contained herein shall be deemed to be made
      by and be binding upon such heirs, executors, administrators, successors,
      legal representatives and assigns.  If the Subscriber is more
      than one person, the obligation of the Subscriber shall be joint and
      several and the agreements, representations, warranties and
      acknowledgments contained herein shall be deemed to be made by and be
      binding upon each such person and his heirs, executors, administrators and
      successors.

              


      

      


      
        	
                9.

              	
                Entire
      Agreement.  This Subscription Agreement constitutes the
      entire agreement of the Subscriber and the Company relating to the matters
      contained herein, superseding all prior contracts or agreements, whether
      oral or written.

              


      

      


      
        	
                10.

              	
                Governing
      Law.  This Subscription Agreement shall be governed and
      controlled as to the validity, enforcement, interpretations, construction
      and effect and in all other aspects by the substantive laws of the State
      of Texas.  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.

              


      

      


      
        	
                11.

              	
                Severability.  If
      any provision of this Subscription Agreement or the application thereof to
      any Subscriber or circumstance shall be held invalid or unenforceable to
      any extent, the remainder of this Subscription Agreement and the
      application of such provision to other subscriptions or circumstances
      shall not be affected thereby and shall be enforced to the greatest extent
      permitted by law.

              


      

      


      
        	
                12.

              	
                Headings.  The
      headings in this Subscription Agreement are inserted for convenience and
      identification only and are not intended to describe, interpret, define,
      or limit the scope, extent or intent of this Subscription Agreement or any
      provision hereof.

              


      

      


      
        	
                13.

              	
                Amount of Common Stock
      Subscribed For.  The Subscriber hereby subscribes to
      purchase ___________ shares of Common Stock of the Company at $ 20.00 per
      share for a total consideration of
  $___________________.

              


      

      


      
        	
                14.

              	
                Counterparts and
      Facsimiles.  This Subscription 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.

              


      


      
        
           


        

        
          Subsciption
Agreement - Page 6

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription
Agreement this ____ day of June, 2008.

      


      


      
        	 
      	 
      	 
      	 
      
	 
      	
                Signature
      of Investor

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Name  (Please
      type or print)

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Signature
      of Spouse or Co-Owner if funds are to be invested as joint tenants by the
      entirety or com­munity property.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Name  (Please
      type or print)

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Street
      Address

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                City

              	
                State

              	
                Zip

              


      

       

      


      
        

        

      

      ACCEPTED by the Company this
the ____ day of _______________, 2008.

      


      


      
        	 
      	
                Rick’s
      Cabaret International, Inc.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 	 
      
	 
      	 
      	
                Eric
      Langan, President

              


      

       

       

    

    Subscription Agreement -
Page 7