STOCK PURCHASE AGREEMENT
                            ------------------------


     This  Stock  Purchase  Agreement (the "Agreement") is made and entered into
this  14th  day  of September, 2004, by and among Peregrine Enterprises, Inc., a
New  York  corporation  (the  "Company"  or  "Peregrine"),  Philip  Eisenberg,
individually ("Eisenberg" or "Seller"), RCI Entertainment (New York) Inc., a New
York  corporation  ("Purchaser"  or  "RCI  New  York"),  and  Rick's  Cabaret
International,  Inc.,  a  Texas  corporation  ("Rick's").

     WHEREAS,  Seller  owns  100  shares  of  common  stock,  no  par value (the
"Shares")  of  the  Company, which Shares represent all of the shares of capital
stock  of  Peregrine  presently  outstanding;  and

     WHEREAS,  Eisenberg  serves  as  President  to  the  Company;  and

     WHEREAS,  Peregrine  owns and operates an adult entertainment cabaret known
as  The  Paradise Club ("The Paradise Club") located at 50 West 33rd Street, New
York,  New  York  (the  "Premises").

     WHEREAS,  Seller desires to sell the Shares of Peregrine to RCI New York on
the  terms  and  conditions  set  forth  herein;  and

     WHEREAS,  RCI  New  York  desires  to purchase the Shares of Peregrine from
Seller  on  the  terms  and  conditions  set  forth  herein.

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


                                    ARTICLE I
                         PURCHASE AND SALE OF THE SHARES

     Section  1.1   Sale of the Shares.  Subject to the terms and conditions set
                    ------------------
forth  in  this Agreement, at the Closing (as hereinafter defined) Seller hereby
agrees  to  sell, transfer, convey and deliver to RCI New York all of the Shares
of  common  stock  of  Peregrine,  free  and  clear  of  all encumbrances, which
represents  all of the outstanding capital stock of Peregrine, and shall deliver
to RCI New York stock certificates representing the Shares, duly endorsed to RCI
New  York  or  accompanied  by  duly executed stock powers in form and substance
satisfactory  to  RCI  New  York.

     Section  1.2   Purchase  Price.  As  consideration  for the purchase of the
                    ---------------
Shares,  RCI New York shall pay to Seller total consideration of $7,625,000 (the
"Purchase  Price")  payable  as  follows:


                      Stock  Purchase  Agreement - Page 1
<PAGE>
               (i)  $2,500,000  payable  to Seller by cashier's check, certified
                    funds  or  wire  transfer  at  the  Closing  (as hereinafter
                    defined);  and

               (ii) $5,125,000  as evidenced by a Promissory Note (part of which
                    is  convertible  as set forth below) bearing simple interest
                    of  4.00%  per  annum  (the  "Promissory  Note")  payable
                    commencing  120  days  after the Closing as follows: (a) the
                    payment  of  $58,333.33  per  month  for  twenty-four  (24)
                    consecutive  months;  (b)  the  payment  of  $63,333.33  for
                    twenty-four  (24)  consecutive  months;  (c)  the payment of
                    $68,333.33  for  twelve  (12)  consecutive months; and (d) a
                    lump  sum payment of the remaining balance to be paid on the
                    sixty-first  (61st)  month.  All  payments shall be credited
                    first to accrued interest and thereafter to principal on the
                    Promissory  Note.  $2,000,000 of the principal amount of the
                    Promissory  Note  is  convertible  into shares of restricted
                    common  stock of Rick's Cabaret International, Inc. ("Rick's
                    Common Stock") as follows: (1) $200,000 convertible at $4.00
                    per  share; (2) $225,000 convertible at $4.50 per share; (3)
                    $250,000  convertible  at  $5.00  per  share;  (4)  $275,000
                    convertible  at $5.50 per share; (5) $300,000 convertible at
                    $6.00  per  share;  (6)  $325,000  convertible  at $6.50 per
                    share;  (7) $350,000 convertible at $7.00 per share; and (8)
                    $75,000  convertible  at $7.50 per share. RCI New York shall
                    not  have  the  right  to force conversion of the Promissory
                    Note. The Promissory Note shall be secured by the shares and
                    the  assets  of  RCI  New  York  and  Peregrine, including a
                    collateral  reassignment  of  the  lease  for  the  business
                    premises  at 50 West 33rd Street, New York, New York. A copy
                    of  the  Form  Promissory Note is attached hereto as Exhibit
                    1.2.

     Section 1.3    Payments into Escrow.  As of the date of execution of this
                    --------------------
Agreement, the Purchaser has deposited $800,000 in an escrow account (the
"Escrow") with Prestige Title Agency, Inc., Brooklyn, New York (the "Escrow
Agent").  The $800,000 shall be held in Escrow until the Closing as defined
herein.

     If the NYS liquor authority for the State of New York denies the addition
of a representative of Purchaser to the existing Liquor License which allows for
the sale of liquor on the Premises (the "Liquor License") by December 1, 2004,
then the Purchaser or Peregrine will have the right at any time thereafter, by
written notice to the other party to terminate this Agreement and the Purchaser
shall be refunded all funds then held in Escrow except for $150,000, which shall
have been or be paid to Peregrine.  The Purchaser and Peregrine will use their
best efforts on the date of execution hereof to cause a representative of the
Purchaser to be added to the existing Liquor License.  If the Closing does occur
then the $800,000 held in Escrow will be paid to Peregrine and credited against
the $2,500,000 due at Closing.  If Purchaser, through no fault of Peregrine,
fails to close the transaction by December 1, 2004, time being of the essence,
Peregrine shall be entitled, as its sole legal or equitable remedy, to terminate
this Agreement and receive and retain $250,000 deposited into Escrow by
Purchaser as and for its liquidated damages.  The balance of the funds then held
in Escrow ($550,000) shall be refunded to the Purchaser.  If Peregrine, through
no fault of the Purchaser, fails to the close the transaction by December 1,
2004, time being of the essence, Purchaser shall have the right, in


                      Stock  Purchase  Agreement - Page 2
<PAGE>
lieu of any other legal or equitable remedy, to either seek specific performance
of this Agreement or to terminate this Agreement and receive back all sums
deposited into Escrow.  In no event shall any party be liable to the other for
any consequential, special or punitive damages.


                                   ARTICLE II
                                     CLOSING

     Section 2.1    The Closing. The closing of the transactions contemplated by
                    -----------
this  Agreement  shall take place on or before December 1, 2004, provided that a
representative of the Purchaser has been added to the existing Liquor License by
the  NYS Liquor Authority of the State of New York that allows Purchaser to sell
alcoholic beverages on the Premises  (the "Closing Date"), at the law offices of
Jaffe & Asher, LLP, 600 Third Avenue, New York, New York 10016, or at such other
time  and  place  as  agreed  upon  among  the  parties  hereto (the "Closing").

     Section  2.2   Delivery  and  Execution.  At  the Closing: (a) Seller shall
                    ------------------------
deliver  to  RCI  New York certificates evidencing the Shares of Peregrine, free
and  clear  of  any  liens,  claims, equities, charges, options, rights of first
refusal  or  encumbrances,  duly endorsed to RCI New York or accompanied by duly
executed stock powers in form and substance satisfactory to RCI New York against
delivery by RCI New York to Seller of payment in an amount equal to the Purchase
Price  of  the  Shares  being  purchased by RCI New York in the manner set forth
herein;  (b)  the  Related  Transactions (as defined below) shall be consummated
concurrently  with  the Closing; and (c) the Conditions to Closing of Seller and
RCI  New  York  as  set forth in Article V and VI, respectively, shall have been
satisfied  or waived in writing by the party authorized to waive such condition.

     Section  2.3   Related  Transactions.  In addition to the purchase and sale
                    ---------------------
of  the  Shares, the following actions shall take place contemporaneously at the
Closing  (collectively,  the  "Related  Transactions"):

     (i)            Seller  will  enter  into  a  five  (5) year covenant not to
                    compete pursuant to the terms of which Seller will agree not
                    to  compete,  either directly of indirectly, with Peregrine,
                    the  Paradise  Club,  RCI New York or Rick's by operating an
                    establishment  featuring  live  female  nude  or  semi-nude
                    entertainment within the corporate limits of the city of New
                    York,  New  York;

     (ii)           The Landlord shall consent in writing to the transfer of the
                    Shares  to  the  Purchaser at the time of Closing and to the
                    continuation of the existing lease with the Purchaser as the
                    owner of the Shares. If requested by the Landlord, Rick's or
                    a  creditworthy  principal  of  Rick's  satisfactory  to the
                    Landlord  will execute a "good-guy" guaranty similar to that
                    signed  by  Philip  Eisenberg  which  guaranties  the  lease
                    payments  during  the  period of actual use and occupancy of
                    the  premises  by  RCI  New  York;

     (iii)          The  estoppel  certificate to Purchaser from Peregrine shall
                    have  been  executed  and  the  Landlord  shall  consent and
                    execute  a Non-Disturbance Agreement in a form acceptable to
                    Purchaser;  and


                      Stock  Purchase  Agreement - Page 3
<PAGE>
     (iv)           Purchaser,  Rick's  and  Peregrine,  as  applicable,  shall
                    execute  and  deliver  the  Promissory  Note,  Stock  Pledge
                    Agreements  and  Security  Agreement securing the Promissory
                    Note  and  execute  and deliver the other documents required
                    thereby.  The  form  of  Stock Pledge Agreement and Security
                    Agreement  are  as  annexed hereto as Exhibit 2.3 (i, ii and
                    iii).


                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                             OF SELLER AND PEREGRINE

     Seller  and  Peregrine, jointly and severally, hereby represent and warrant
to  RCI  New  York  and  Rick's  as  follows:

     Section 3.1.   Organization,  Good  Standing  and Qualification.  Peregrine
                    -------------------------------------------------
(i) is an entity duly organized, validly existing and in good standing under the
laws of the New York, (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 Seller or
Peregrine,  respectively.

     At  Closing,  the  authorized  capital  stock  of Peregrine consists of 200
shares of common stock, no par value, of which 100 shares are validly issued and
outstanding.  There  are  no  shares of preferred stock authorized or issued and
there is no other class of capital stock authorized or issued by Peregrine.  All
of  the  issued and outstanding shares of common stock of Peregrine are owned by
Seller  and are fully paid and non-assessable.  None of the shares issued are in
violation  of any preemptive rights.  Peregrine has no obligation to repurchase,
reacquire,  or  redeem  any  of  its  outstanding  capital  stock.  There are no
outstanding  securities  convertible into or evidencing the right to purchase or
subscribe for any shares of capital stock of Peregrine, there are no outstanding
or  authorized  options,  warrants, calls, subscriptions, rights, commitments or
any  other  agreements of any character obligating Peregrine to issue any shares
of  its capital stock or any securities convertible into or evidencing the right
to  purchase  or  subscribe  for  any  shares  of  such  stock, and there are no
agreements  or  understandings  with  respect  to  the voting, sale, transfer or
registration  of  any  shares  of  capital  stock  of  Peregrine.

     Section  3.2   Subsidiaries.  Peregrine  has  no  subsidiaries.
                    ------------

     Section  3.3   Ownership  of  the Shares.  Seller owns, beneficially and of
                    -------------------------
record,  all  of  the  Shares  of Peregrine 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 Shares without the consent or agreement of any other person and
without  any designation, declaration or filing with any governmental authority.
Upon  the transfer of the Shares to RCI New York as contemplated herein, RCI New
York  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).


                      Stock  Purchase  Agreement - Page 4
<PAGE>
     Section  3.4   Authorization. Seller represents that he is a person of full
                    -------------
age  of  majority,  with  full power, capacity, and authority to enter into this
Agreement  and  perform  the obligations contemplated hereby by and for himself.
All  action  on  the  part of Seller necessary for the authorization, execution,
delivery  and  performance  of  this Agreement by him has been taken and will be
taken  prior  to  Closing.  This  Agreement, when duly executed and delivered in
accordance  with its terms, will constitute legal, valid and binding obligations
of Seller enforceable against him in accordance with its terms, except as may be
limited  by  bankruptcy,  insolvency,  reorganization  and other similar laws of
general  application  affecting  creditors'  rights  generally  or  by  general
equitable  principles.

     All  corporate  action  on  the  part  of  Peregrine  necessary  for  the
authorization,  execution,  delivery  and  performance  of  this  Agreement  by
Peregrine  has  been taken or will be taken prior to the Closing.  As a New York
corporation,  Peregrine  has  the  requisite  corporate  power  and authority to
execute, deliver and perform this Agreement.  This Agreement, when duly executed
and  delivered in accordance with its terms, will constitute a valid and binding
obligation  of  Peregrine,  enforceable against Peregrine in accordance with its
terms,  except  as may be limited by bankruptcy, insolvency, reorganization, and
other  similar  laws  of general application relating to or affecting creditors'
rights  and  to  general  equitable  principles.

     Section  3.5   Seller's  Access to Information.  Seller hereby confirms and
                    -------------------------------
represents  that  he  (a) has received a copy of Rick's Form 10-KSB for the year
ended  September  30, 2003, as amended, and a copy of Rick's Form 10-QSB for the
quarter  ended December 31, 2003, March 31, 2004 and June 30, 2004; (b) 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;  (c) 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; (d) has
had  an  opportunity  to engage and is represented by an attorney of his choice;
(e)  has  had  an  opportunity  to  negotiate  the  terms and conditions of this
Agreement;  (f) has been given adequate time to evaluate the merits and risks of
the  transactions  contemplated hereby; and (g) has been provided with and given
an opportunity to review all current information about Rick's.  Seller has asked
such  questions  about  Rick's  as he desires to ask and all such questions have
been  answered  to  the  full  satisfaction  of  Seller.

     Section  3.6   Acquisition of Stock for Investment. Seller understands that
                    -----------------------------------
any  issuance  of Rick's Common Stock upon the conversion of the Promissory Note
(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  are  accordingly,  are  restricted  securities,  and  Seller represents and
warrants  to  the  Purchaser  and  Rick's  that  Seller's  present  intention if
Purchaser chooses to convert, is to receive and hold the Rick's Common Stock for
investment  only  and  not  with  a  view to the distribution or resale thereof.

     Additionally,  Seller  understands that any sale of any Rick's Common Stock
issued,  under  current  law,  will  require  either (a) the registration of the
Rick's  Common  Stock  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.  Seller


                      Stock  Purchase  Agreement - Page 5
<PAGE>
understands that Rick's intends to file a Registration Statement to register the
Rick's  Common  Stock that may be issued to Seller as contemplated herein within
sixty  (60)  days  after  the  Closing.

     To  assist  in implementing the above provisions, Seller hereby consents to
the placement of the legend, or a substantially similar legend, set forth below,
on  all  certificates representing ownership of the Rick's Common Stock acquired
hereby  until  the  Rick's Common Stock has 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  3.7   No Breaches or Defaults. Except as set forth in Exhibit 3.7,
                    -----------------------
the  execution,  delivery,  and  performance  of  this  Agreement  by Seller and
Peregrine  does not:  (i) conflict with, violate, or constitute a breach of or a
default  under, (ii) result in the creation or imposition of any lien, claim, or
encumbrance  of  any  kind  upon the Shares, or (iii) require any authorization,
consent,  approval, exemption, or other action by or filing with any third party
or  Governmental  Authority  under  any  provision of:  (a) any applicable Legal
Requirement,  or (b) any credit or loan agreement, promissory note, or any other
agreement  or instrument to which Seller or Peregrine is a party or by which the
Shares  may be bound or affected.  For purposes of this Agreement, "Governmental
Authority"  means  any  foreign  governmental  authority,  the  United States of
America, any state of the United States, and any political subdivision of any of
the  foregoing, and any agency, department, commission, board, bureau, court, or
similar  entity, having jurisdiction over the parties hereto or their respective
assets or properties.  For purposes of this Agreement, "Legal Requirement" means
any  law,  statute,  injunction, decree, order or judgment (or interpretation of
any  of the foregoing) of, and the terms of any license or permit issued by, any
Governmental  Authority.

     Section  3.8   Consents.  Except  as  set  forth in Exhibit 3.8, 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 Seller or Peregrine in connection with the execution and delivery by
Seller or Peregrine of this Agreement or the consummation and performance of the
transactions  contemplated  hereby.

     Section  3.9   Pending Claims. Except as set forth in Exhibit 3.9, there is
                    --------------
no  claim,  suit,  arbitration,  investigation,  judgment,  action  or  other
proceeding,  whether  judicial,  administrative or otherwise, now pending or, to
the  best  of  Seller's  or  Peregrine'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
Seller  or  Peregrine  or  the  transfer  by  Seller  to  RCI  New  York  of


                      Stock  Purchase  Agreement - Page 6
<PAGE>
the  Shares under this Agreement, nor is there any basis known to Seller for any
such  action.  No  litigation  is  pending,  or,  to  Seller's  or  Peregrine's
knowledge, threatened against Seller or Peregrine, or their assets or properties
which  seeks  to restrain or enjoin the execution and delivery of this Agreement
or  any  of  the  documents referred to herein or the consummation of any of the
transactions  contemplated  thereby  or hereby.  Neither Seller nor Peregrine is
subject  to  any  judicial  injunction  or  mandate  or  any  quasi-judicial  or
administrative  order  or restriction directed to or against them or which would
affect  Peregrine  or  the  Shares  to  be  transferred  under  this  Agreement.

     Section  3.10  Taxes.  Peregrine  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.  Peregrine 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 Peregrine
with  respect  to  any  tax  return which has not been paid, discharged or fully
reserved against and no amendments or applications for refund have been filed or
are  planned  with  respect to any such return.  There are no agreements between
Peregrine  and any taxing authority, including, without limitation, the Internal
Revenue Service, waiving or extending any statute of limitations with respect to
any  tax  return.

     Section  3.11  Financial Statements. Seller and Peregrine have delivered to
                    --------------------
RCI  New  York  the balance sheet of Peregrine as of December 31, 2002 and 2003,
together  with the related statements of income, changes in shareholder's equity
and cash flow for the year then ended, including the related notes, all prepared
by  its  certified  public accountants.  In addition, Peregrine has delivered to
RCI  New  York  the interim unaudited financial statements for Peregrine for the
six  month  period  ended June 30, 2004 (the unaudited balance sheet and interim
financial  statements  are  collectively  referred  to  as  the  "Financial
Statements").  Such  Financial  Statements,  including the related notes, are in
accordance  with  the  books  and  records of Peregrine and fairly represent the
financial  position  of  Peregrine  and the results of operations and changes in
financial  position  of Peregrine as of the dates and for the periods indicated,
in each case in conformity with generally accepted accounting principles applied
on  a  consistent  basis.  Except  as,  and  to the extent reflected or reserved
against  in the Financial Statements, Peregrine, as of the date of the Financial
Statements,  has  no  material  liability  or  obligation of any nature, whether
absolute,  accrued,  continued  or  otherwise,  not  fully reflected or reserved
against  in  the  Financial  Statements.  As  of  the  Closing  Date, Seller and
Peregrine  represent  there  have  been  no  adverse  changes  in  the financial
condition  or  other  operations, business, properties or assets of Peregrine in
excess  of  $25,000  from  that  reflected in the latest financial statements of
Peregrine  as  furnished  pursuant  to  this  Agreement.

     Section  3.12  Labor Matters. Peregrine is not a party or otherwise subject
                    -------------
to  any  collective  bargaining  agreement  with any labor union or association.
There are no discussions, negotiations, demands or proposals that are pending or
have been conducted or made with or by any labor union or association, and there
are  not  pending or threatened against Peregrine any labor disputes, strikes or
work stoppages.  To the best of Seller's and Peregrine's knowledge, Peregrine is
in  compliance  with  all  federal  and  state  laws  respecting  employment and
employment  practices,  terms  and conditions of employment and wages and hours,
and,  to  its  knowledge,  is  not  engaged  in  any  unfair  labor  practices.


                      Stock  Purchase  Agreement - Page 7
<PAGE>
Peregrine  is  not  a  party  to  any  written  or  oral  contract, agreement or
understanding  for  the  employment  of  any  officer,  director  or employee of
Peregrine.

     Section  3.13  Compliance  with Laws.  Peregrine is, and at all times prior
                    ---------------------
to the date hereof have been, to the best of their knowledge, in compliance with
all  statutes,  orders, rules, ordinances and regulations applicable to it or to
the  ownership  of their assets or the operation of their businesses, except for
failures  to  be  in compliance that would not have a material adverse effect on
the  business,  properties,  condition  (financial or otherwise) or prospects of
Peregrine.  Seller  and  Peregrine  have  no  basis  to  expect,  nor  have they
received, any order or notice of any such violation or claim of violation of any
such  statute,  order, rule, ordinance or regulation by Peregrine.  Exhibit 3.13
sets  forth  all licenses and permits held by Peregrine used in the operation of
their  businesses.  These licenses and permits represent all of the licenses and
permits  required  by  Peregrine  for  the  operation  of  their  business.

     Section  3.14  Title  to  Properties; Encumbrances.  Peregrine has good and
                    -----------------------------------
marketable  title  to  all  of  its  properties  and  assets, real and personal,
tangible  and  intangible,  that  are  material  to  the condition (financial or
otherwise),  business,  operations  or prospects of Peregrine, 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 Peregrine, (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.   At the time of
Closing,  the  assets  of  Peregrine shall include, but shall not be limited to,
those  set  forth  in  Exhibit  3.14.

     Section  3.15  No  Pending  Transactions.  Except  for  the  transactions
                    -------------------------
contemplated  by  this  Agreement, neither Seller nor Peregrine 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  Peregrine,  (ii) the sale of any of the
assets of Peregrine except in the ordinary course of business, or (iii) the sale
of  any  outstanding  capital  stock  of  Peregrine.

     Section  3.16  No  Undisclosed  Liabilities.  To  the  best of Seller's and
                    ----------------------------
Peregrine's  knowledge,  Peregrine  does  not  have  any obligation or liability
(contingent  or  otherwise)  that  would  be  required  to  be  reflected in the
financial  statements of the Company in accordance with GAAP except as reflected
in  the  Peregrine  Balance  Sheet.

     Section  3.17  Contracts and Leases. Except as disclosed in Exhibit 3.17,
                    --------------------
Peregrine (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 Paradise Club is located.  Peregrine has furnished
Purchaser a copy of each and every contract, lease or other document relating to
the assets of the Company to which they are subject or are a party or a
beneficiary.  To Seller's and Peregrine's knowledge, such contracts, leases or
other documents


                      Stock  Purchase  Agreement - Page 8
<PAGE>
are valid and in full force and effect according to their terms and constitutes
a legal, valid and binding obligation of Peregrine and the other respective
parties thereto and are enforceable in accordance with their terms.  Seller and
Peregrine have 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.  Neither the execution of this Agreement,
nor the consummation of all or any of the transactions contemplated under this
Agreement, will constitute a breach or default under any such contracts, leases
or other documents which would have a material adverse effect on the financial
condition of Peregrine for the operation of its business after the Closing.

     Section  3.18  Material  Agreements;  Action.   Except as listed in Exhibit
                    -----------------------------
3.18  hereto,  there  are  no  material  contracts,  agreements,  commitments,
understandings  or  proposed  transactions,  whether  written  or oral, to which
Seller or Peregrine is a party or by which they are bound that involve or relate
to:  (i)  any of the respective officers, directors, stockholders or partners of
Peregrine;  (ii)  the  sale  of any of the assets of Peregrine other than in the
ordinary  course  of  business;  (iii)  covenants of Seller and Peregrine not to
compete  in  any line of business or with any person in any geographical area or
covenants  of  any  other  person  not  to compete with Peregrine in any line of
business  or  in any geographical area; (iv) the acquisition by Peregrine of any
operating  business  or the capital stock of any other Person; (v) the borrowing
of  money;  or  (vi) the expenditure of more than $5,000 in the aggregate or the
performance by Peregrine extending for a period more than one year from the date
hereof,  other  than  in  the  ordinary  course  of  business.

     Section  3.19  No Default. Neither Seller nor Peregrine is in default under
                    ----------
any  term  or  condition  of any instrument evidencing, creating or securing any
indebtedness  of  Seller  or  Peregrine,  and  there  has been no default in any
material  obligation  to  be  performed  by  Seller or Peregrine under any other
contract,  lease, agreement, commitment or undertaking to which it is a party or
by  which it or its assets or properties are bound, nor have Seller or Peregrine
waived  any material right under any such contract, lease, agreement, commitment
or  undertaking.

     Section  3.20  Books and Records. The books of account, minute books, stock
                    -----------------
record  books  and  other  records  of  Peregrine,  all  of which have been made
available to RCI New York, are accurate and complete and have been maintained in
accordance  with  sound business practices.  Upon Closing, all books and records
will  be  in  the  possession  of  Seller  or  Peregrine.

     Section  3.21  Insurance  Policies.  Copies  of  all  insurance  policies
                    -------------------
maintained by Peregrine relating to the operation of The Paradise Club have been
delivered  or  will  be  made available to Purchaser.  The policies of insurance
held by Peregrine are in such amounts, and insure against such losses and risks,
as  Peregrine  and  Seller  reasonably  deem  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  3.22  Employee  Benefit  Plans.  Peregrine  does  not  have  or
                    ------------------------
contribute  to  any  pension,  profit-sharing,  option, other incentive plan, or
other  Employee  Benefit  Plan  (as  defined  in  Section  3(3)  of the Employee
Retirement  Income Security Act of 1974), or have any obligation to or customary
arrangement  with  employees  for  bonuses,  incentive  compensation, vacations,
severance


                      Stock  Purchase  Agreement - Page 9
<PAGE>
pay,  insurance,  or  other  benefits  except  as  set  forth  in Schedule 3.22.
Schedule  3.22  is  a  list of each employee and consultant and the compensation
paid  to  each  employee  and  consultant.

     Section  3.23     Absence  of  Certain  Changes.  Since  the  date  of  the
                       -----------------------------
Financial  Statements,  Peregrine  has  not:

     (a)  suffered  the damage or destruction of any of its properties or assets
          (whether  or  not covered by insurance) which is materially adverse to
          the business or financial condition of Peregrine, taken as a whole, or
          made any disposition of any of its material properties or assets other
          than  in  the  ordinary  course  of  business;
     (b)  made  any  change or amendment in each of their respective certificate
          of  incorporation  and  or  formation  or  Bylaws,  or other governing
          instruments;
     (c)  issued  or  sold  any equity securities or other securities, acquired,
          directly  or  indirectly,  by redemption or otherwise, any such equity
          securities,  reclassified,  split-up  or  otherwise  changed  any such
          equity  security,  or  granted  or entered into any options, warrants,
          calls  or  commitments  of  any  kind  with  respect  thereto;
     (d)  paid,  discharged  or  satisfied  any  material  claim,  liability  or
          obligation (absolute, accrued, contingent or otherwise), other than in
          the  ordinary  course  of  business  except  as  described  on Exhibit
          3.23(d);
     (e)  prepaid  any material obligation having a maturity of more than ninety
          (90)  days  from  the  date  such  obligation  was issued or incurred;
     (f)  cancelled  any material debts or waived any material claims or rights,
          except  in  the  ordinary  course  of  business;
     (g)  made  any  capital  expenditures  or  additions  to property, plant or
          equipment  or  acquired  any  other  property  or  assets  (other than
          materials  and  supplies)  at  a  cost  in  excess  of  $5,000  in the
          aggregate;
     (h)  except  as  described on Exhibit 3.23(h), written off or been required
          to  write  off  any  notes  or  accounts  receivable.

     Section  3.23  Disclosure.  No  representation  or  warranty  of  Seller or
                    ----------
Peregrine  contained  in this Agreement (including the exhibits hereto) contains
any  untrue  statement  or  omits to state a material fact necessary in order to
make  the  statements contained herein or therein, in light of the circumstances
under  which  they  were  made,  not  misleading.

     Section  3.24  Brokerage  Commission.  To the extent a brokerage commission
                    ---------------------
is  due  in  connection  with  this  Agreement  or the transactions contemplated
hereby,  Seller assumes the obligation of paying the total brokerage commission.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                           OF RCI NEW YORK AND RICK'S

     RCI  New  York  and  Rick's  hereby  represents  and warrants to Seller and
Peregrine  as  follows:

     Section  4.1   Authorization.  RCI New York is a corporation duly organized
                    -------------
in  the  state  of New York and has full power, capacity, and authority to enter
into  this  Agreement  and  perform  the


                      Stock  Purchase  Agreement - Page 10
<PAGE>
obligations  contemplated  hereby.  All  action  on  the  part  of  RCI New York
necessary  for  the  authorization,  execution, delivery and performance of this
Agreement  by  it  has  been  taken  and  will  be taken prior to Closing.  This
Agreement,  when  duly executed and delivered in accordance with its terms, will
constitute  legal,  valid,  and  binding obligations of RCI New York enforceable
against  RCI  New York 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.

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

     Section  4.2   Valid Issuance.  The Rick's Common Stock which may be issued
                    --------------
to  the  Seller  pursuant  to  the  terms  of the Promissory Note referred to in
Section  1.2  above,  when  issued  in  accordance  with  the  provisions of the
Promissory  Note  and  this  Agreement,  will  be validly issued, fully paid and
non-assessable,  and entitled to all of the benefits and rights stated in Rick's
Articles  of  Incorporation  and  other  charter  documents.

     Section  4.3   Restricted  Stock.  The  shares of Rick's Common Stock to be
                    -----------------
issued to the Seller pursuant to the terms of the Promissory Note referred to in
Section  1.2 above are restricted securities and may only be sold, under current
law, either by (a) the registration of the Rick's Common Stock 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. Rick's will use its best efforts to
maintain  current information by complying with its reporting requirements under
The  Securities  Act  of  1934,  as  amended.  Rick's  will  undertake to file a
Registration  Statement  with the Securities and Exchange Commission to register
the  Rick's  Common  Stock  within  60  days  following  Closing.

     Section  4.4   No Breaches or Defaults. Except as set forth in Exhibit 4.4,
                    -----------------------
the  execution,  delivery, and performance of this Agreement by RCI New York and
Rick's  does  not:  (i)  conflict  with, violate, or constitute a breach of or a
default  under  or (ii) require any authorization, consent, approval, exemption,
or  other  action  by  or  filing with any third party or Governmental Authority
under any provision of:  (a) any applicable Legal Requirement, or (b) any credit
or  loan  agreement,  promissory  note,  or any other agreement or instrument to
which  RCI  New  York  or  Rick's  is  a  party.

     Section  4.5   Consents.  Except  as  set  forth in Exhibit 4.5, 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 RCI New York or Rick's in connection with the execution and delivery
by RCI New York and Rick's of this Agreement or the consummation and performance
of the transactions contemplated hereby other than as required under the federal
securities  laws.


                      Stock  Purchase  Agreement - Page 11
<PAGE>
     Section  4.6   Disclosure. No representation or warranty of RCI New York or
                    ----------
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.


                                    ARTICLE V
                         CONDITIONS TO CLOSING OF SELLER
                                  AND PEREGRINE

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

     Section  5.1   Representations and Warranties Correct.  The representations
                    --------------------------------------
and warranties made by RCI New York and Rick's contained in this Agreement shall
be  true  and  correct  as  of  the  Closing  Date.

     Section  5.2   Covenants.  All  covenants,  agreements  and  conditions
                    ---------
contained  in  this  Agreement  to be performed by RCI New York and Rick's on or
prior  to  the  Closing  Date  shall have been performed or complied with in all
respects.

     Section  5.3   Delivery  of  Certificate.  RCI  New  York  and Rick's shall
                    -------------------------
provide  to Seller and Peregrine Certificates, dated the Closing Date and signed
by  the  President of RCI New York and the President of Rick's, respectively, to
the  effect  set  forth  in Section 5.1 and 5.2 for the purpose of verifying the
accuracy  of  such  representations  and  warranties  and  the  performance  and
satisfaction  of  such  covenants  and  conditions.

     Section  5.4   Consents.  All  necessary  consents  and  approvals  of
                    --------
governmental  bodies,  lenders,  lessors and other third parties shall have been
obtained.

     Section  5.5   Payment of Purchase Price.  RCI New York shall have tendered
                    -------------------------
the  Purchase  Price  for  the  Shares  as  referenced  in Section 1.2 to Seller
concurrently  with  the  Closing.

     Section  5.5   Related Transactions.  The Related Transactions as set forth
                    --------------------
in  Section  2.3  shall  be  consummated  concurrently  with  the  Closing.

     Section  5.7   Corporate Resolutions. RCI New York and Rick's shall provide
                    ---------------------
corporate  resolutions  of  the  Board  of Directors of RCI New York and Rick's,
respectively,  which  approve the transactions contemplated herein and authorize
the  execution,  delivery  and  performance  of this Agreement and the documents
referred  to  herein  to which it is or is to be a party dated as of the Closing
Date.

     Section  5.8   Absence of Proceedings.  No action, suit or proceeding by or
                    ----------------------
before  any  court  or  any governmental or regulatory authority shall have been
commenced and no investigation by any governmental or regulatory authority shall
have  been  commenced  seeking  to  restrain,  prevent  or


                      Stock  Purchase  Agreement - Page 12
<PAGE>
challenge  the transactions contemplated hereby or seeking judgments against RCI
New  York  or  Rick's.

                                   ARTICLE VI
                            CONDITIONS TO CLOSING OF
                             RCI NEW YORK AND RICK'S

     Each  obligation  of RCI New York and Rick's to be performed on the Closing
Date  shall  be  subject to the satisfaction of each of the conditions stated in
this  Article  VI,  except to the extent that such satisfaction is waived by RCI
New  York  and  Rick's  in  writing.

     Section  6.1   Representations and Warranties Correct.  The representations
                    --------------------------------------
and  warranties made by Seller and Peregrine hereof shall be true and correct as
of  the  Closing  Date.

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

     Section  6.3   Delivery of Certificate.  Seller and Peregrine shall provide
                    -----------------------
to  RCI  New  York and Rick's Certificates, dated the Closing Date and signed by
Seller  and by the President of Peregrine, respectively, to the effect set forth
in  Section  6.1  and  6.2  for  the  purpose  of verifying the accuracy of such
representations  and  warranties  and  the  performance and satisfaction of such
covenants  and  conditions.

     Section  6.4   Delivery of Shares. Seller shall have delivered certificates
                    ------------------
evidencing the Shares of Peregrine, duly endorsed to RCI New York or accompanied
by duly executed stock powers in form and substance satisfactory to RCI New York
and  Rick's.

     Section  6.5   Corporate  Resolutions.  Peregrine  shall provide to RCI New
                    ----------------------
York  and  Rick's a corporate resolution of the Board of Directors of Peregrine,
which  approves  the  transactions  contemplated  herein  and  authorizes  the
execution, delivery and performance of this Agreement and the documents referred
to  herein  to  which  it  is  or is to be a party dated as of the Closing Date.

     Section  6.6   Consents;  Transfer  of  Licenses and Leases.  All necessary
                    --------------------------------------------
consents  and approvals of governmental bodies, lenders, lessors and other third
parties,  and  any  transfer  of  licenses and leases required for the continued
operation  of  the business of The Paradise Club, including, but not limited to:

          (a)  the  Cabaret  License  issued  by the New York City Department of
               Consumer  Affairs,  shall  be  in  full  force  and  effect;  and
          (b)  Seller  shall  have  obtained the written consent of the landlord
               for  the  transfer  of the Shares to the Purchaser at the time of
               Closing  and  the  continuation  of  the  existing lease with the
               Purchaser  as  the  owner  of  the  Shares.
          (c)  A  representative  of  Purchaser  shall  have  been  added to the
               permanent  Liquor  License  duly  issued  and approved by the NYS
               Liquor


                      Stock  Purchase  Agreement - Page 13
<PAGE>
               Authority,  which  will  allow  for  the  sale  of  liquor by the
               Purchaser  on  the  Premises.
          (d)  Purchaser  shall  have  obtained  all necessary permits and other
               authorizations  which  may  be  needed  to  conduct  topless
               entertainment  on  the  Premises,  which  will  serve  liquor.

     Section  6.7   Related Transactions.  The Related Transactions as set forth
                    --------------------
in  Section  2.3  shall  be  consummated  concurrently  with  the  Closing.

     Section  6.8   Resignation.  The  Officers and Directors of Peregrine shall
                    -----------
have  provided  to  RCI  New  York  their  written  resignations.

     Section  6.9   Ability  to  Audit.  The  Purchaser  and  Rick's  shall  be
                    ------------------
satisfied  that  the  Seller's financial statements can be audited in compliance
with  Regulation  S-B  promulgated under the Securities Act of 1933, as amended.

     Section  6.10  Absence of Proceedings.  No action, suit or proceeding by or
                    ----------------------
before  any  court  or  any governmental or regulatory authority shall have been
commenced and no investigation by any governmental or regulatory authority shall
have  been  commenced seeking to restrain, prevent or challenge the transactions
contemplated hereby or seeking judgments against Peregrine or any of its assets.


                                   ARTICLE VII
                        COVENANTS OF SELLER AND PURCHASER

     Section  7.1   Covenants  of  Seller
                    ---------------------

     a.   Stand  Still.  To  induce RCI New York and Rick's to proceed with this
          ------------
Agreement,  Seller  and  Peregrine  agree  that  until  the  Closing Date or the
termination  of  this  Agreement,  neither  Seller  nor  any  representative  of
Peregrine  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 Peregrine.   Seller
and Peregrine hereby agree to advise RCI New York and Rick's of any contact from
any third party regarding the acquisition or other investment in Peregrine or of
any  contact  which  would  relate  to  the  transactions  contemplated  by this
Agreement.

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


                      Stock  Purchase  Agreement - Page 14
<PAGE>
     c.   Conduct  of Business.  From the date of the execution hereof until the
          --------------------
Closing  Date,  Seller  and Peregrine shall operate the business of Peregrine in
the  ordinary  course  consistent  with  past  practices,  and:
     (i)       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
               stock  of  the  Company or other equity interest or any direct or
               indirect  redemption, purchase or other acquisition of any equity
               interest  of  the  Company;

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

     (iii)     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;

     (iv)      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;

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

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

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

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

     (ix)      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;

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

     (xi)      the  Company  will  not make any loan to, or enter into any other
               transaction  with, any of its directors, officers, and employees,
               outside  the  ordinary  course  of  business;


                      Stock  Purchase  Agreement - Page 15
<PAGE>
     (xii)     the  Company will not make any change in any method, practice, or
               principle  of  accounting  involving  the  business  or assets of
               Peregrine;

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

     (xiv)     the Company will not reclassify, split up or otherwise change any
               of  its  equity  securities;

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

     (xvi)     the  Company  will not agree to take any action described in this
               Section  7.1(c).

     Section  7.2   Covenants  of Purchaser.  Purchaser hereby agrees to use its
                    -----------------------
best  efforts  until the Closing Date to obtain a permanent state liquor license
duly  issued  and approved by the NYS Liquor Authority, which will allow for the
sale  of  liquor  by  the  Purchaser  on  the Premises and as soon as reasonably
possible thereafter Purchaser shall arrange for a representative of Purchaser to
be  added  to  the  aforesaid  liquor  license.

                                  ARTICLE VIII
                                 INDEMNIFICATION

     Section  8.1   Indemnification  from  Seller  and  Peregrine.  Seller  and
                    ---------------------------------------------
Peregrine,  jointly  and  severally, hereby agree to and shall indemnify, defend
(with  legal counsel reasonably acceptable to RCI New York and Rick's), and hold
RCI New York, Rick's, their officers, directors, employees, affiliates, assigns,
agents  and  legal  counsel (collectively, the "RCI New York Group") harmless at
all  times  after  the  date  of  this  Agreement,  from and against any and all
actions,  suits,  claims,  demands,  debts,  liabilities,  obligations,  losses,
damages,  costs,  expenses, penalties or injury  (including reasonable attorneys
fees  and  costs of any suit related thereto) suffered or incurred by any of the
RCI  New  York  Group  arising  from:  (a) any material misrepresentation by, or
material  breach of any covenant or warranty of Seller or Peregrine contained in
this Agreement, or any exhibit, certificate, or other instrument furnished or to
be  furnished  by  Seller  or Peregrine hereunder; (b) any nonfulfillment of any
material  agreement on the part of Seller or Peregrine under this Agreement; (c)
from  any  material  misrepresentation  in  or  material  omission  from,  any
certificate  or  other  instrument  furnished or to be furnished to RCI New York
hereunder and/or any agreement related to or entered into in connection with the
transactions  contemplated hereby; or (d) any suit, action, proceeding, claim or
investigation  against  RCI New York which arises from or which is based upon or
pertaining to Seller's or Peregrine's conduct or the operation or liabilities of
the  business  of  Peregrine  prior  to  the  Closing  Date.

     If  any  action is brought against RCI New York or Rick's (the "Indemnified
Party")  in respect of which indemnity may be sought against Seller or Peregrine
pursuant  to  the  foregoing  paragraph,


                      Stock  Purchase  Agreement - Page 16
<PAGE>
the  Indemnified  Party shall promptly notify Seller and Peregrine in writing of
the  institution  of  such  action  (but  the  omission  to  so notify Seller or
Peregrine  shall  not  relieve  it  from  any liability that it may have to such
Indemnified  Party  except  to  the  extent  Seller and Peregrine are materially
prejudiced  or  otherwise  forfeits  substantive rights or defenses by reason of
such failure), and Seller and Peregrine shall assume the defense of such action,
including  the  employment  of  counsel  to be chosen by Seller to be reasonably
satisfactory to the Indemnified Party, and payment of expenses.  The Indemnified
Party  shall  have the right to employ the counsel chosen by Seller or their own
counsel  in any such case, but the fees and expenses of such counsel shall be at
the  Indemnified  Party's  expense,  unless the employment of such counsel shall
have been authorized in writing by Seller in connection with the defense of such
action,  or Seller shall not have employed counsel to take charge of the defense
of  such action, or counsel employed by Seller shall not be diligently defending
such action, or the Indemnified Party shall have reasonably concluded that there
may  be defenses available to it which are different from or additional to those
available to Seller, or that representation of such Indemnified Party and Seller
and  Peregrine  by  the  same  counsel  would  be inappropriate under applicable
standards of professional conduct due to actual or potential differing interests
between  them  (in  which  case  Seller  shall  not have the right to direct the
defense  of  such  action  on  behalf of the Indemnified Party), in any of which
event  such  fees  and  expenses  shall  been borne by Seller.  Anything in this
paragraph  to  the  contrary notwithstanding, Seller shall not be liable for any
settlement  of,  or  any  expenses  incurred  with respect to, any such claim or
action  effected  without  Seller's  written consent, which consent shall not be
unreasonably  withheld.  Neither  Seller  nor Peregrine shall, without the prior
written  consent  of  the  Indemnified  Party,  effect  any  settlement  of  any
proceeding  in  respect  of which the Indemnified Party is a party and indemnity
has  been  sought  hereunder  unless  such  settlement includes an unconditional
release  of  such  Indemnified  Party  from all liability on claims that are the
subject  matter  of  such  proceeding.

     Section  8.2   Indemnification  from RCI New York and Rick's.  RCI New York
                    ---------------------------------------------
and  Rick's  agree to and shall indemnify, defend (with legal counsel reasonably
acceptable  to  Seller)  and  hold  Seller,  Peregrine, its officers, directors,
employees,  agents,  affiliates,  legal  counsel,  successors  and  assigns
(collectively, the "Seller's Group") harmless at all times after the date of the
Agreement  from  and against any and all actions, suits, claims, demands, debts,
liabilities,  obligations, losses, damages, costs, expenses, penalties or injury
(including  reasonably  attorneys  fees  and  costs of any suit related thereto)
suffered or incurred by any of the Seller's Group, arising from (a) any material
misrepresentation  by, or material breach of any covenant or warranty of RCI New
York or Rick's contained in this Agreement or any exhibit, certificate, or other
agreement  or  instrument furnished or to be furnished by RCI New York or Rick's
hereunder;  (b)  any nonfulfillment of any material agreement on the part of RCI
New  York  or  Rick's  under  this  Agreement;  or  (c)  from  any  material
misrepresentation  in  or  material  omission  from, any exhibit, certificate or
other  agreement  or instrument furnished or to be furnished to Seller hereunder
and/or  any  agreement  related  to  or  entered  into  in  connection  with the
transactions  contemplated  hereby.

     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


                      Stock  Purchase  Agreement - Page 17
<PAGE>
such  notice, the indemnifying party shall be entitled, if it so elects, to take
control of the defense and investigation of such lawsuit or action and to employ
and  engage  attorneys  of  its own choice to handle and defend the same, at the
indemnifying  party's  cost,  risk and expense; and such indemnified party shall
cooperate  in  all  reasonable respects, at its cost, risk and expense, with the
indemnifying party and such attorneys in the investigation, trial and defense of
such lawsuit or action and any appeal arising therefrom; provided, however, that
the  indemnified  party may, at its own cost, participate in such investigation,
trial  and  defense  of such lawsuit or action and any appeal arising therefrom.
The  indemnifying  party  shall  not,  without  the prior written consent of the
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.

     Section  8.5   Right to Offset. In the event that the RCI New York Group is
                    ---------------
entitled  to  indemnification  in  accordance  with  Section  8.1  hereof,  then
Purchaser  shall  have  the right to offset any such amount in excess of $50,000
from any obligations that are then due and payable to the Seller or the Company.

     Section  8.6   Termination.  Indemnification  obligations  of  Peregrine,
                    -----------
Seller, RCI New York and Rick's terminate eighteen (18) months after the date of
Closing.


                                   ARTICLE IX
                                   TERMINATION

     This  Agreement shall terminate upon the occurrence of any of the following
events:

     (i)   the  transactions  contemplated by this Agreement are not consummated
           on  or  before  the  Closing  Date (as defined in Section 2.1 (unless
           extended  by  all  of the parties hereto in writing). In the event of
           termination  as  a result of this Section 9.1, then the funds held by
           the  Escrow  Agent  will be disbursed in accordance with Section 1.3;

     (ii)  all  of  the  parties  mutually  agree  in  writing to terminate this
           Agreement;


                      Stock  Purchase  Agreement - Page 18
<PAGE>
     (iii) if  the  NYS  liquor  authority  for the state of New York denies the
           addition  of  a  representative  of  Purchaser to the existing Liquor
           License  to sell alcohol on the Premises by December 1, 2004 then the
           Purchaser  or  Peregrine  will  have the right at any time by written
           notice  to  the  other  party  to  terminate  this  Agreement and the
           Purchaser  shall  be  refunded  $650,000  then  held  in  Escrow  and
           Peregrine  will  receive  $150,000  then  held  in  Escrow; or

     (iv)  any state or federal agency having jurisdiction over approval of this
           transaction shall disapprove of any part of the proposed transaction.


                                    ARTICLE X
                                  MISCELLANEOUS

     Section  10.1  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  10.2  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  or  Peregrine:     Philip  Eisenberg
                                                  38  Evergreen  Pl.
                                                  Demarest,  New  Jersey  07627


                         with  a  copy  to:
                                   Jaffe  and  Asher
                                   600  Third  Avenue
                                   New  York,  New  York  10016

          (b)            if  to  RCI  New  York  or  Rick's:

                                   Eric  Langan
                                   10959  Cutten  Road
                                   Houston,  Texas  77066


                      Stock  Purchase  Agreement - Page 19
<PAGE>
          with  a  copy  to:       Robert  D.  Axelrod
                                   Axelrod,  Smith  &  Kirshbaum
                                   5300  Memorial  Drive,  Suite  700
                                   Houston,  Texas  77007

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

     Section  10.3  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  10.4  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  10.5  Survival  of  Representations, Warranties and Covenants. All
                    -------------------------------------------------------
representations  and  warranties made in, pursuant to or in connection with this
Agreement  shall  survive  the  execution and delivery of this Agreement for the
maximum  period  allowed  by  law.

     Section  10.6  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  10.7  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  10.8  Choice  of  Law.  This  Agreement  shall be governed by, and
                    ---------------
construed  in accordance with, the laws of the State of New York, without regard
to  principles  of  conflict  of  laws.


                      Stock  Purchase  Agreement - Page 20
<PAGE>
     Section  10.9  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  10.10  Costs  and  Expenses.   Each  party  shall  pay  their  own
                     --------------------
respective  fees,  costs  and  disbursements  incurred  in  connection with this
Agreement.

     Section  10.11  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 10.12  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 Peregrine) or any entity that is not a party to this
Agreement.

     Section  10.13  Validity.  The  invalidity  or  unenforceability  of  any
                     --------
provision  of  this Agreement shall not affect the validity or enforceability of
any  other  provisions  of  this Agreement, which shall remain in full force and
effect.

     Section  10.14  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  10.15  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.


                      Stock  Purchase  Agreement - Page 21
<PAGE>
     IN  WITNESS  WHEREOF,  the  undersigned  have  executed this Stock Purchase
Agreement  to  become  effective  as  of  the  date  first  set  forth  above.

                                        RCI  ENTERTAINMENT  (NEW  YORK).  INC.


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


                                        RICK'S  CABARET  INTERNATIONAL,  INC.


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


                                        PEREGRINE  ENTERPRISES,  INC.


                                         /s/  Phillip  Eisenberg
                                        ----------------------------------------

                                        By:  Philip  Eisenberg,  President


                                         /s/  Phillip  Eisenberg
                                        ----------------------------------------
                                        Philip  Eisenberg,  Individually


                      Stock  Purchase  Agreement - Page 22
<PAGE>
                                    EXHIBITS




                      Stock  Purchase  Agreement - Page 23
<PAGE>