ex10_1.htm


    
      

    

    Exhibit
10.1

    
 

    AMENDMENT TO ASSET PURCHASE
AGREEMENT

     

    


     

    This
Agreement effective the ____ day of June, 2008 (the “Amendment”) is to
Amend the Asset Purchase Agreement by and among Rick’s Cabaret International,
Inc., a Texas corporation (“Rick’s”), its wholly owned subsidiary, RCI
Entertainment (Las Vegas), Inc., a Nevada corporation (the “Purchaser”), DI Food
and Beverage of Las Vegas, LLC, a Nevada limited liability company (“DI Food” or
“Seller”) and Harold Danzig (“Danzig”), Frank Lovaas (“Lovaas”) and Dennis
DeGori (“DeGori”), who are all members of DI Food. Messrs. Danzig, Lovaas and
DeGori are hereinafter collectively referred to herein as
“Members.”

     

    RECITALS

     

    WHEREAS,
Purchaser, Rick’s, Seller and the Members entered into an Asset Purchase
Agreement dated April 17, 2008, (“Purchase Agreement”) for (i) the acquisition
by Purchaser of all of the assets owned by the Seller which are associated or
used in connection with the operation of an adult entertainment cabaret known as
“SCORES” located at 3355 Procyon Street, Las Vegas, Nevada 89102 (the “Real
Property” or the “Premises”), all as set forth in the Purchase Agreement; and
(ii) the entering into an Option Agreement pursuant to which either the
Purchaser or Seller may exercise the option to purchase the Real Property where
SCORES is located; and

     

    WHEREAS,
Purchaser, Rick’s, Seller and the Members wish to amend Section 4.1 of the
Purchase Agreement to change the Closing Date; and

     

    WHEREAS,
Purchaser, Rick’s, Seller and the Members wish to amend Section 11.1 of the
Purchase Agreement to change the Termination Date.

     

    NOW,
THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

     

    1.           All
capitalized terms used herein shall have the meanings assigned to them in the
Purchase Agreement unless expressly defined otherwise in this
Amendment.

     

    2.           Except
as otherwise specifically provided herein, all terms and conditions of the
Purchase Agreement shall apply to the interpretation and enforcement of this
Amendment as if explicitly set forth herein.


    
      
         


      

      
        
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          Amendment to Purchase Agreement

        

        
          

        

      

      
         


      

    


    3.           Amendment
to Section 4.1 of the Purchase Agreement.

     

    Purchaser,
Rick’s, Seller and Members hereby amend Section 4.1 of the Purchase Agreement in
its entirety to read as follows:

     

    “The
Closing.  The closing of the transactions contemplated by this
Agreement shall take place on or before July 2, 2008 (the “Closing Date”), at
the offices of Shimon & Lovaas, a Professional Corporation, 3016 W.
Charleston Blvd., Suite 210, Las Vegas, Nevada 89102, or at such other time and
place as agreed upon among the parties hereto (the “Closing”).”

    


    4.           Amendment
to Section 11.1 of the Purchase Agreement.

    


    Purchaser,
Rick’s, Seller and Members hereby amend Section 11.1 of the Purchase Agreement
in its entirety to read as follows:

    


    “Termination of
Agreement.  This Agreement shall terminate and be of no force
and effect and all other agreements executed herewith shall be of no force and
effect if:  (i) the transactions contemplated by this Agreement,
including the sale of the Purchased Assets are not consummated on or before July
2, 2008, unless all of the parties hereto agree in writing to extend the
Agreement or (ii) all of the parties agree in writing to terminate this
Agreement sooner.”

    


    5.           This
Amendment shall be of no force and effect until receipt and execution of this
Amendment by Purchaser, Rick’s, Seller and the Members.  This
Amendment may be executed in counterparts, each of which shall be deemed an
original, but all of which shall be deemed one instrument, by facsimile
signature of any of the parties, each of which shall be deemed an original for
all purposes.

     

    6.           Except
as expressly amended hereby, the Purchase Agreement remains in full force and
effect.  Any references to the Purchase Agreement shall refer to the
Purchase Agreement as amended hereby.

     

    [signature
page follows]


    
      
         


      

      
        
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            Amendment to Purchase Agreement

          

        

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the undersigned
have executed this Amendment effective as of the date first set forth
above.

     

    
      	 
      	
              RICK’S
      CABARET INTERNATIONAL, INC.

               

            
	 
      	
              /s/ Eric Langan

            
	 
      	
              By:   Eric Langan,
      President

            
	 
      	 
      
	 
      	
              RCI
      ENTERTAINMENT (LAS VEGAS), INC.

               

            
	 
      	
              /s/ Eric Langan

            
	 
      	
              By:  Eric Langan,
      President

            
	 
      	 
      
	 
      	
              DI
      FOOD AND BEVERAGE OF LAS VEGAS, LLC

               

            
	 
      	
              /s/
      Dennis DeGori

            
	 
      	
              By:  Dennis DeGori,
      Manager

            
	 
      	 
      
	 
      	
              /s/ Harold Danzig

            
	 
      	
              Harold
      Danzig, Individually,

            
	 
      	
              Member
      of DI Food and Beverage of Las Vegas, LLC

            
	 	 
	 
      	
              /s/ Frank Lovaas

            
	 
      	
              Frank
      Lovaas, Individually,

            
	 
      	
              Member
      of DI Food and Beverage of Las Vegas, LLC

            
	 	 
	 
      	
              /s/
      Dennis DeGori

            
	 
      	
              Dennis
      DeGori, Individually,

            
	 
      	
              Member
      of DI Food and Beverage of Las Vegas,
LLC

            


    

    


     

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      Amendment to Purchase Agreement