IMPROVED PROPERTY COMMERCIAL CONTRACT


1.   PARTIES:  McNEIL  INTERESTS.  INC. a Texas corporation ("Seller") agrees to
               -----------------
     sell  and  convey  to  RCI  HOLDINGS. INC a Texas corporation ("Buyer") and
                            ------------------
     Buyer  agrees  to  buy  from  Seller  the  Property  described  below.

2.   PROPERTY:

     A.   The  property  sold  by  this  Contract  is called the "Property," The
          Property  is  the  Building  and  land  commonly known as 9009 Airport
          Blvd.,  Houston,  Harris  County,  Texas totaling approximately 99,085
          square feet comprised of Reserve B & Reserve C located at 9009 Airport
          Blvd.,  Houston,  Harris  County, Texas, together with improvements to
          the  Land  and all water capacity, waste water capacity, and any other
          rights  belonging  to  Seller associated with the Property, being more
          particularly  described by metes and bounds on Exhibit "A" attached or
          to  be  attached  hereto  and  made  a  part  hereof for all purposes.

     B.   The  Property  is  sold  together  with:
          (1)  all  improvements  thereon  and  fixtures;
          (2)  all  rights,  privileges,  and  appurtenances  pertaining  to the
               Property,  including  Seller's  right, title, and interest in any
               minerals, utilities, adjacent streets, alleys, strips, gores, and
               rights-of-way;
          (3)  Seller's interest in all leases, rents, and security deposits for
               all  or  part  of  the  Property,  if  any;
          (4)  Seller's  interest  in  all  licenses  and permits related to the
               Property;
          (5)  Seller's interest in all third party warranties or guaranties, if
               transferable,  relating  to  the  Property  or  any fixtures; and
          (6)  the  following  personal  property:______________________________

     (Describe  any exceptions, reservations, or restrictions in Paragraph 11 or
     an  addendum.)
     (If  the  Property  is  a  condominium,  attach  condominium  addendum.)

3.   SALES  I  PRICE:  At  or before closing, Buyer will pay the following sales
     price  for  the  Property:
      A.     Cash portion payable by Buyer at closing. . . . . . $   500,000.00
      B.     Non-cash portion of Sales Price . . . . . . . . . . $   800,000.00*
      C.     Sales price (sum of A and B). . . . . . . . . . . . $ 1,300,000.00

     *    Non-cash  portion  of  the  Sales  Price  shall  be  160,000 shares of
          restricted  common  stock  of  the  Rick's Cabaret International, Inc.
          ("Rick's"),  trading  under the NASDAQ Symbol RICK (the "Shares"). See
          additional  terms  of  non-cash  portion  of  the  Sales  Price  under
          Paragraph  11A.

4.   FINANCING:  Buyer  will  finance  the  portion  of  the  sales  price under
     Paragraph  3B  as  follows:  (Check  all  that  apply.)

 [_] A.   Third  Party  Financing:  A third party note(s) in the total amount of
          -----------------------
          $_______________.  This  Contract:

      [_] (1)  is  not  contingent  upon  Buyer obtaining third party financing.
                   ---
      [_] (2)  is  contingent  upon  Buyer  obtaining  third  party financing in
               accordance  with  the  attached  Financing  Addendum.

 [_] B.   Assumption:  In accordance with the attached Financing Addendum, Buyer
          -----------
          will  assume the unpaid principal balance of the first lien promissory
          note,  which  balance  at  closing  will  be  $_______________.

 [_] C.   Seller  Financing:  None.
          -----------------

5.   EARNEST  MONEY:  Not later than 3 days after the effective date, Buyer must
     deposit  $  5.000.00 as earnest money with AmeriTrust Title Company (escrow
              -----------                       ------------------------
     agent)  at  11211 Katy Freeway. Suite 150. Houston. Texas 77079. attention:
                 ---------------------------------------------------------------
     Joyce  Whitacre  (escrow agent's address). If Buyer fails to timely deposit
     ---------------
     the  earnest money, Seller may terminate this Contract by providing written
     notice  to  Buyer  before Buyer deposits the earnest money and may exercise
     Seller's  remedies  under Paragraph 15. Buyer may instruct the escrow agent
     to  deposit the earnest money in an interest-bearing account at a federally
     insured  financial  institution  and  to  credit  any  interest  to  Buyer.


Initiated for identification by Buyer_____, and Seller _____.       Page 1 of 11


<PAGE>
                Improved Property Commercial Contract concerning
            9009 Airport Blvd., Houston, Harris County, Texas 77061
            -------------------------------------------------------


6.   TITLE  POLICY,  SURVEY,  AND  UCC  SEARCH:

     A.   Title  Policy:
          -------------

          (1)  Seller  will  furnish  Buyer an Owner's Policy of Title Insurance
               (the  title policy) issued by AMERITRUST TITLE COMPANY (the title
               company)  in  the  amount  of  the Sales Price, dated at or after
               closing,  insuring  Buyer  against  loss  under the title policy,
               subject  only  to:
               (a)  those  title exceptions permitted by this Contract or as may
                    be  approved  by  Buyer  in  writing;  and
               (b)  the standard printed exceptions contained in the promulgated
                    form  of  title  policy  unless  this  Contract  provides
                    otherwise.

               The  cost  for  the title policy will be split between the Seller
               and  Buyer.

          (2)  The  standard printed exception as to area boundaries: (Check (a)
               or  (b)  only.)

           [_] (a)  will  not  be  deleted  from  the  title  policy.

           [X] (b)  will  be amended to read "shortages in areas" at the expense
                    of   [_] Buyer   [X] Seller.

          (3)  Buyer  may  object  to  any restrictive covenants on the Property
               within  the  time  required  under  Paragraph  6D.

          (4)  Within  fifteen  (15)  days after the effective date, Seller will
                       -------------
               furnish  Buyer  a commitment for title insurance (the commitment)
               including  legible  copies of recorded documents evidencing title
               exceptions.  Seller  authorizes  the title company to deliver the
               commitment  and  related  documents  to Buyer at Buyer's address.

     B.   Survey:
          -------

          (1)  Within thirty (30) days after the effective date: (Check all that
                      -----------
               apply.)

               [_]  (a)  Buyer  will  obtain a survey of the Property at Buyer's
                    expense  and  deliver  a  copy  of  the  survey  to  Seller.

               [X]  (b) Seller will furnish Buyer a survey of the Property dated
          after the effective date. The cost of the survey will be split between
          the  Seller  and  Buyer.

                    -OR-

               [X]  (c)  Seller will deliver a true and correct copy of Seller's
                    existing survey of the Property dated less than one (1) year
                    from  the  Closing.  Seller,  at  Seller's  expense:
                    [X]  (i) will have the existing survey recertified on a date
                         not  earlier  than  30  days  prior  to  closing.
                    [_]  (ii)  will  not  have  the existing survey recertified.

          (2)  The  survey  required  under  Paragraph  6B(1)  must be made by a
               Registered  Professional  Land  Surveyor  acceptable to the title
               company.  The  survey  must:
               (a)  identify  the  Property  by  metes and bounds or platted lot
                    description;
               (b)  show  that the survey was made and staked on the ground with
                    corners  permanently  marked;
               (c)  set  forth  the  dimensions  and total area of the Property;
               (d)  show  the  location  of all improvements, highways, streets,
                    roads, railroads, rivers, creeks or other waterways, fences,
                    easements,  and  rights-of-way  on  the  Property  with  all
                    easements  and  rights-of-way  referenced to their recording
                    information;
               (e)  show  any  discrepancies  or  conflicts  in  boundaries, any
                    visible encroachments, and any portion of the Property lying
                    within  the  100-year  flood  plain  as shown on the current
                    Federal  Emergency  Management  Agency  map;
               (f)  contain  the  surveyor's certificate that the survey is true
                    and  correct;  and
               (g)  be  sufficient  for  the Title Company to delete the printed
                    exception as to area boundaries on the Owner's Title Policy.


Initiated for identification by Buyer_____, and Seller _____.       Page 2 of 11


<PAGE>
                Improved Property Commercial Contract concerning
            9009 Airport Blvd., Houston, Harris County, Texas 77061
            -------------------------------------------------------


     C.   UCC  Search:
          -----------

      [X] (1)  Within  fifteen  (15)  days  after the effective date, Seller, at
                       -------------
               Seller's  expense,  will  furnish Buyer a Uniform Commercial Code
               (UCC)  search prepared by a reporting service and dated after the
               effective  date.  The  search must identify documents that are on
               file  with  the Texas Secretary of State and the county where the
               Property  is  located that relate to all personal property on the
               Property  and show, as debtor, Seller and all other owners of the
               personal  property  in  the  last  5  years.

      [_] (2)  Buyer  does  not  require  Seller  to  furnish  a  UCC  search,

     D.   Buyer's  Objections  to  the  Commitment,  Survey,  and  UCC  Search:

          (1)  Within  fifteen  (15)  days  after Buyer receives the commitment,
                       -------------
               copies of the documents evidencing title exceptions, any required
               survey,  and any required UCC search, Buyer may object to matters
               disclosed  in  the  items  if:
               (a)  the  matters disclosed constitute a defect or encumbrance to
                    title  to  the  real  or  personal  property  described  in
                    Paragraph  2  other than those permitted by this Contract or
                    liens  that  Seller  will  satisfy  at closing or Buyer will
                    assume  at  closing;  or
               (b)  the  items  show  that  any  part  of the Property lies in a
                    special  flood hazard area (an "A" or "V" zone as defined by
                    FEMA);.

          (2)  Seller  may,  but  is  not  obligated  to,  cure  Buyer's  timely
               objections  within  20 days after Seller receives the objections.
               The  closing  date  will  be  extended  as  necessary to cure the
               objections.  If  Seller  fails to cure the objections by the time
               required,  Buyer may terminate this Contract by providing written
               notice  to  Seller  within  5 days after the time by which Seller
               must cure the objections. If Buyer terminates, the earnest money,
               less  the  independent  consideration  paid  for Buyer's right to
               terminate  under  Paragraph  7B(3),  will  be  refunded to Buyer.

          (3)  Buyer's  failure  to  timely  object  or  terminate  under  this
               Paragraph  6D  is a waiver of Buyer's right to object except that
               Buyer  will  not  waive  the  requirements  in  Schedule C of the
               commitment.

7.   PROPERTY  CONDITION:  (Check  A  or  B  only.)

 [X] A.   Present  Condition:  (Check  (1)  or  (2)  only.)

      [X] (1)  Buyer  accepts  the  Property  in  its present "as-is" condition;
               however,  all  systems  and  equipment,  including  the telephone
               equipment,  must be in good working order at the time of Closing.

      [_] (2)  Buyer  accepts  the Property in its present condition except that
               Seller,  at  Seller's expense, will complete the following before
               closing:____________________________________________________
               ____________________________________________________________.


 [X] B.   Feasibility  Period  and  Right  to  Terminate:

          (1)  Delivery  of  Property Information: Within twenty (20) days after
               ----------------------------------         -----------
               the  effective  date,  Seller will deliver to Buyer the following
               items  to the extent that the items are in Seller's possession or
               are readily available to Seller. Any item not delivered is deemed
               not  to be in Seller's possession or readily available to Seller.
               The  items  Seller  will  deliver  are:
               (a)  copies  of  all current service, maintenance, and management
                    agreements  relating  to  the ownership and operation of the
                    Property;
               (b)  copies  of  current  utility  capacity  letters  from  the
                    Property's  water  and  sewer  service  provider;
               (c)  copies  of all current warranties and guaranties relating to
                    all  or  part  of  the  Property;
               (d)  copies  of  fire,  hazard,  liability,  and  other insurance
                    policies  that  currently  relate  to  the  Property;
               (e)  copies  of  all  leasing  or  commission  agreements  that
                    currently  relate  to  all  or  part  of  the  Property;
               (f)  a  copy  of  the  "as-built" plans and specifications of the
                    Property;
               (g)  copies of all invoices for utilities and repairs incurred by
                    Seller  for  the  Property  in  the  24  months  immediately
                    preceding  the  effective  date;


Initiated for identification by Buyer_____, and Seller _____.       Page 3 of 11


<PAGE>
                Improved Property Commercial Contract concerning
            9009 Airport Blvd., Houston, Harris County, Texas 77061
            -------------------------------------------------------

               (h)  copies  of  all previous environmental assessments, studies,
                    or  analyses  made  on  or  relating  to  the  Property; and
               (i)  real  and  personal property tax statements for the Property
                    for  the  previous  2  calendar  years.

          (2)  Inspections,  Studies,  or  Assessments:

               (a)  Within  twenty (20) days after the effective date, Buyer, at
                            -----------
                    Buyer's  expense,  may  complete  or  cause  to be completed
                    inspections,  studies,  or  assessments  of  the  Property,
                    including  all  improvements  and  fixtures.  Inspections,
                    studies, or assessments may include, but are not limited to:
                    (i)   physical property inspections (for example, structural
                          pest control, mechanical, structural,  electrical, and
                          plumbing  Inspections);
                    (ii)  economic  feasibility  studies;
                    (iii) environmental  assessments  (for example, soil tests,
                          air  sampling,  and  paint  sampling);
                    (iv)  engineering  studies;
                    (v)   compliance  inspections  (for  example,  compliance
                          determination with  zoning  ordinances,  restrictions,
                          building  codes,  and  statutes);  and
                    (vi)  negotiating with the authorities in Hempstead, Texas
                          to secure a zoning change to permit Buyer's automobile
                          body shop  and  relating  activities.

               (b)  Seller,  at  Seller's  expense,  will  turn on all utilities
                    necessary  for  Buyer  to  make  inspections,  studies,  or
                    assessments.

               (c)  In  connection  with  Buyer's  inspections,  studies,  and
                    assessments,  Buyer  must:
                    (i)  employ  only  trained  and  qualified  inspectors  and
                         assessors;
                    (ii) notify  Seller,  in  advance, of when the inspectors or
                         assessors  will  be  on  the  Property;
                    (iii)  abide  by  any reasonable entry rules or requirements
                         that  Seller  may  require;
                    (iv) not  interfere with existing operations or occupants of
                         the  Property;  and
                    (v)  restore  the  Property  to  its  original  condition if
                         altered  due  to  inspections,  studies, or assessments
                         that  Buyer  completes  or  causes  to  be  completed.

               (d)  Except  for  those matters that arise from the negligence of
                    Seller  or  Seller's  agents,  Buyer  is responsible for any
                    claim,  liability, encumbrance, cause of action, and expense
                    resulting from Buyer's inspections, studies, or assessments,
                    including any property damage or personal injury. Buyer will
                    indemnify,  hold  harmless,  and  defend Seller and Seller's
                    agents  against any claim involving a matter for which Buyer
                    is  responsible  under  this  paragraph.

          (3)  Feasibility  Period  and  Right to Terminate: Buyer may terminate
               ---------------------------------------------
               this  Contract  for  any reason within twenty (20) days after the
                                                      -----------
               effective  date  by  providing  Seller  with  written  notice  of
               termination.  If  Buyer  does  not  terminate  within  the  time
               required,  Buyer  accepts  the  Property  in  its PRESENT "AS IS"
               CONDITION  subject  to  the provisions of Paragraph 7A(1) herein.
               (Check  only  one  box.)

           [X] (a)  If  Buyer terminates under this Paragraph 7B(3), the earnest
                    money  will  be  refunded to Buyer less $ 100.00 that Seller
                                                            --------
                    will  retain  as independent consideration for Buyer's right
                    to  terminate.  Buyer  has  tendered  the  independent
                    consideration  to  Seller  upon  payment  of the full amount
                    specified  in  Paragraph  5  to  the  escrow  agent.  The
                    independent  consideration  is  to  be credited to the sales
                    price  only  upon  closing  of  the  sale.

           [_] (b)  Buyer  has  paid  Seller  $__________  as  independent
                    consideration  for  Buyer's  right to terminate by tendering
                    such  amount  directly to Seller or Seller's agent. If Buyer
                    terminates  under  this  Paragraph  7B(3), the earnest money
                    will  be  refunded  to  Buyer  and  Seller  will  retain the
                    independent  consideration.  The  independent  consideration
                    [_] will   [_] will not    be  credited  to  the sales price
                    upon  closing  of  the  sale.

          (4)  Return  of  Property Information: If this Contract terminates for
               ---------------------------------
               any  reason,  Buyer  will,  not  later  than  10  days  after the
               termination  date: (a) return to Seller all those items described
               in  Paragraph 7B(1) that Seller delivered to Buyer and all copies
               that  Buyer  made  of  those items; and (b) deliver copies of all
               inspection and assessment reports (excluding economic feasibility
               studies)  related  to  the


Initiated for identification by Buyer_____, and Seller _____.       Page 4 of 11


<PAGE>
                Improved Property Commercial Contract concerning
            9009 Airport Blvd., Houston, Harris County, Texas 77061
            -------------------------------------------------------


               Property  that  Buyer  completed  or caused to be completed. This
               Paragraph  7B(4)  survives  termination.
          (5)  Contracts  Affecting Operations: After Buyer's right to terminate
               --------------------------------
               under  Paragraph 7B(3) expires, Seller may not enter into, amend,
               or  terminate  any  other contract that affects the operations of
               the  Property  without  Buyer's  prior  written  approval.

8.   BROKERS:

     A.   The  brokers  to  this  sale  are:  NONE

<TABLE>
<CAPTION>
<S>                                                             <C>

          ------------------------------------------------     ------------------------------------
          Listing Broker           License No.                 Other Broker             License No.
          Listing Broker:                                      Other Broker represents Buyer.
          [_]  represents Seller.
          [_]  acts as an intermediary between Seller and Buyer.
</TABLE>

     B.   Fees:  (Check (1) or (2) only.)  N/A
          -----

      [_] (1)  Seller  will  pay  Listing  Broker  the fee specified by separate
               written  commission  agreement between Listing Broker and Seller.
               Listing  Broker  will  pay  Other Broker the fee specified in the
               Agreement  Between Brokers found below the parties' signatures to
               this  Contract.

      [_] (2)  At  closing,  Seller  will  pay:

<TABLE>
<CAPTION>
<S>                                                    <C>
               Listing Broker a total cash fee of:     Other Broker a total cash fee of:
               [_] ___% of the sales price.            [_] ___% of the sales price.
               [_] ______________________________.     [_] ______________________________.
</TABLE>

               The cash fees will be paid in_______________County, Texas. Seller
               authorizes escrow agent to pay the brokers from Seller's proceeds
               at  closing.

               NOTICE:  Chapter  62, Texas Property Code, authorizes a broker to
               secure  an  earned  commission  with a lien against the Property.

     C.   The parties may not amend this Paragraph 8 without the written consent
          of  the  brokers  affected  by  the  amendment.

9.   CLOSING:

     A.   The closing of the sale will be on or before thirty (30) days from the
                                                       -------------------------
          Effective  Date  or  within 7 days after objections to title have been
          ---------------
          cured,  whichever  date  is  later (the closing date). If either party
          fails  to  close  by  the  closing  date, the non-defaulting party may
          exercise  the  remedies  in  Paragraph  15.

     B.   At  closing,  Seller  will execute and deliver, at Seller's expense, a
          [X]  general  [_]  special     warranty deed.  The deed must include a
          vendor's  lien  if  any  part of the sales price is financed. The deed
          must  convey  good  and indefeasible title to the Property and show no
          exceptions  other  than  those  permitted  under  Paragraph 6 or other
          provisions  of  this  Contract.  Seller  must  convey  the Property at
          closing:
          (1)  with  no  liens, assessments, or Uniform Commercial Code or other
               security  interests  against  the  Property  which  will  not  be
               satisfied  out  of  the  sales  price unless securing loans Buyer
               assumes;
          (2)  without  any  assumed  loans  in  default;  and
          (3)  with  no  persons  in  possession  of any part of the Property as
               lessees,  tenants  at  sufferance,  or trespassers except tenants
               under  the  written leases assigned to Buyer under this Contract.

     C.   At  closing,  Seller,  at  Seller's  expense,  will  also  deliver:
          (1)  tax  statements  showing  no  delinquent  taxes  on the Property;
          (2)  a bill of sale with warranties to title conveying title, free and
               clear  of  all liens, to any personal property defined as part of
               the  Property  in  Paragraph  2  or  sold  under  this  Contract;
          (3)  an  assignment  of  all  leases  to  or  on  the  Property;
          (4)  to  the  extent  that  the  following  items  are  assignable, an
               assignment  to Buyer of the following items as they relate to the
               Property  or  its  operations:
               (a)  licenses  and  permits;
               (b)  maintenance,  management,  and  other  contracts;  and
               (c)  warranties  and  guaranties;


Initiated for identification by Buyer_____, and Seller _____.       Page 5 of 11


<PAGE>
                Improved Property Commercial Contract concerning
            9009 Airport Blvd., Houston, Harris County, Texas 77061
            -------------------------------------------------------


          (5)  a rent roll current on the day of the closing certified by Seller
               as  true  and  correct;
          (6)  evidence  that  the  person  executing  this  Contract is legally
               capable  and  authorized  to  bind  Seller;  and
          (7)  any  notices,  statements,  certificates,  or  other  documents
               required  by  this  Contract  or  law  necessary  to  convey  the
               Property,  all  of which must be completed and executed by Seller
               as  necessary.

     D.   At  closing,  Buyer  will:
          (1)  pay  the cash portion of the Sales Price in good funds acceptable
               to  the  escrow  agent;
          (2)  enter a promissory note in the amount of the deferred Sales Price
               and  all  security  documents;
          (3)  deliver  evidence  that  the  person  executing  this Contract is
               legally  capable  and  authorized  to  bind  Buyer;  and
          (4)  execute  and  deliver  any  notices, statements, certificates, or
               other  documents  required  by  this Contract or law necessary to
               close  the  sale.

     E.   Unless  the  parties agree otherwise, the closing documents will be as
          found  in  the  basic forms in the current edition of the State Bar of
          Texas  Real  Estate  Forms  Manual  without  any  additional  clauses.

10.  POSSESSION:  Seller  will  deliver possession of the Property to Buyer upon
     closing  and  funding  of this sale in its present condition subject to the
     requirements  of Paragraph 7(A)(1), with any repairs Seller is obligated to
     complete  under  this  Contract,  ordinary  wear  and  tear excepted. Until
     closing,  Seller  will  operate  the  Property in the same manner as on the
     effective  date  and  will  not  transfer or dispose of any of the personal
     property  described  in  Paragraph  2B  or  sold  under  this Contract. Any
     possession  by  Buyer before closing or by Seller after closing that is not
     authorized  by  a  separate written lease agreement is a landlord-tenant at
     sufferance  relationship  between  the  parties.

11.  SPECIAL  PROVISIONS:  (Identify exhibit if special provisions are contained
     in  an  attachment.)

     A.   Additional  terms to non-cash portion of Sales Price: "Put" Option: On
                                                                -------------
          or  after  nine  (9)  months  from the date of filing the registration
          statement  with  the  SEC,  hereinafter defined. Seller shall have the
          right,  but  not  the obligation, to have Buyer purchase from Seller a
          total  of  160,000  Shares  of Rick's common stock at a rate of 10,000
          Shares  per month (the "Monthly Shares") at a price of $5.00 per share
          (the  "Share  Value")  until  such  time as Seller receives a total of
          $800,000  from  the  sale  of  the  Shares  (the  "Put  Option").

          At  Buyer's  election,  during  any given month, it may either buy the
          Monthly  Shares, or if Buyer elects not to buy the Monthly Shares from
          Seller,  then Seller shall sell the Monthly Shares in the open market.
          Any deficiency between the amount Seller receives from the sale of the
          Monthly Shares and the Share Value shall be paid by Buyer within three
          (3)  days  of  the  date  of  sale  of  the Monthly Shares during that
          particular  month.  Seller  shall  give  Buyer  written  notice of its
          election  to  "Put"  the Monthly Shares to Buyer during any particular
          month.  Upon  such written notice, Buyer shall have three (3) business
          days to elect to buy the Monthly Shares from Seller or instruct Seller
          to  sell  the  Monthly  Shares  in the open market. Buyer's obligation
          under  the Put Option to purchase the Monthly Shares from Seller shall
          terminate  and  cease  at  such time as Seller has received a total of
          $800,000 from the sale of the Shares. Seller agrees to provide monthly
          statements to Buyer as to the total number of Shares which it has sold
          and  the amount of proceeds derived therefrom. Nothing to be contained
          in  the  definitive  agreement  shall  limit  or  preclude Seller from
          selling  the  Shares in the open market or require Seller to "Put" the
          Shares  to  Buyer  during  any  given  month.

          Registration  Rights:  Buyer  agrees  to file a Registration Statement
          under  the  Securities  Act  of  1933,  as  amended (the "Act") within
          forty-five  (45)  days  after Closing with the Securities and Exchange
          Commission  ("SEC")  on  Form  SB-2  or Form S-3 or other similar form
          (except  on Form S-8 or Form S-4) to register for resale of the Shares
          (the  "Registration  Statement").  Buyer  will use its best efforts to
          cause  the  Registration  Statement  to become effective under the Act
          (the  "Act  Effective  Date"), as promptly as is practical and to keep
          the  Registration Statement continuously effective under the Act for a
          period of the earlier of (I) two years from the Act Effective Date, or
          (ii)  until  all  of the Shares which were registered for re-sale have
          been  sold.

     B.   Notwithstanding  any  other language contained herein to the contrary,
          Seller shall assign to Buyer at Closing those certain lease agreements
          between  Seller  and  its  current  tenants.  Such assignment shall be
          without  any  warranties  other  than  title.


Initiated for identification by Buyer_____, and Seller _____.       Page 6 of 11


<PAGE>
                Improved Property Commercial Contract concerning
            9009 Airport Blvd., Houston, Harris County, Texas 77061
            -------------------------------------------------------


12.  SALES EXPENSES:

     A.   Seller's  Expenses:  Seller  will  pay for the following in cash at or
          ------------------
          before  closing:
          (1)  releases  of  existing  liens,  other than those liens assumed by
               Buyer,  including  prepayment  penalties  and  recording  fees;
          (2)  release  of  Seller's  loan  liability,  if  applicable;
          (3)  tax  statements  or  certificates;
          (4)  preparation  of  the  deed  and  any  bill  of  sale;
          (5)  one-half  of  any  escrow  fee;
          (6)  costs  to  record  any  documents  to  cure title objections that
               Seller  must  cure;  and
          (7)  other  expenses  that  Seller  will pay under other provisions of
               this  Contract.

     B.   Buyer's  Expenses:  Buyer  will  pay  for  the following in cash at or
          -----------------
          before  closing:
          (1)  all  loan  fees  or  expenses  (for  example,  application  fees,
               origination fees, discount fees, appraisal fees, assumption fees,
               recording  fees,  tax  service  fees,  mortgagee  title  policy
               expenses, credit report fees, document preparation fees, interest
               expense that Buyer's lender requires Buyer to pay at closing, and
               other  fees  required  by  Buyer's  lender);
          (2)  preparation  fees  of  any  deed  of  trust;
          (3)  recording  fees  for  the  deed  and  any  deed  of  trust;
          (4)  premiums  for  flood  and  hazard insurance as may be required by
               Buyer's  lender;
          (5)  one-half  of  any  escrow  fee;
          (6)  copy  and  delivery fees for delivery of the title commitment and
               related  documents;  and
          (7)  other expenses that Buyer will pay under other provisions of this
               Contract.

13.  PRORATIONS,  ROLLBACK  TAXES,  ESTOPPEL  CERTIFICATES,  RENT, AND DEPOSITS:

     A.   Prorations:
          -----------
          (1)  Interest  on  any  assumed  loan,  taxes,  rents, and any expense
               reimbursements  from tenants will be prorated through the closing
               date.
          (2)  If  the amount of ad valorem taxes for the year in which the sale
               closes  is  not  available  on  the  closing  date, taxes will be
               prorated  on the basis of taxes assessed in the previous year. If
               the  taxes  for  the  year in which the sale closes vary from the
               amount  prorated  at  closing,  the  parties  will  adjust  the
               prorations when the tax statements for the year in which the sale
               closes  become available. This Paragraph 13A(2) survives closing.

     B.   Rollback  Taxes:  If  Seller  changes  the  use of the Property before
          ---------------
          closing  or if a denial of a special valuation on the Property claimed
          by Seller results in the assessment of additional taxes, penalties, or
          interest  (assessments)  for  periods  before closing, the assessments
          will  be  the obligation of Seller. If this sale or Buyer's use of the
          Property  after  closing results in additional assessments for periods
          before  closing, the assessments will be the obligation of Buyer. This
          Paragraph  13B  survives  closing.

14.  CASUALTY  LOSS  AND  CONDEMNATION:

     A.   If  any  part of the Property is damaged or destroyed by fire or other
          casualty after the effective date, Seller must restore the Property to
          its  previous  condition  as soon as reasonably possible and not later
          than  the  closing date. If, without fault, Seller is unable to do so,
          Buyer  may:
          (1}  terminate  this  Contract  and  the  earnest  money,  less  the
               independent  consideration  paid  for  Buyer's right to terminate
               under  Paragraph  7B(3),  will  be  refunded  to  Buyer;
          (2)  extend  the  time  for  performance up to 15 days and the closing
               date  will  be  extended  as  necessary;  or
          (3)  accept  at  closing;  (i)  the Property in its damaged condition;
               (ii)  an  assignment of any insurance proceeds Seller is entitled
               to  receive  along  with the insurer's consent to the assignment;
               and (iii) a credit to the sales price in the amount of any unpaid
               deductible  under  the  policy  for  the  loss.

     B.   If  before closing, condemnation proceedings are commenced against any
          part  of  the  Property,  Buyer  may:
          (1)  terminate  this  Contract  by  providing written notice to Seller
               within  15  days  after  Buyer  is  advised  of  the condemnation
               proceedings  and  the  earnest  money,  less  the  independent
               consideration paid for Buyer's right to terminate under Paragraph
               7B{3),  will  be  refunded  to  Buyer;  or
          (2)  appear  and  defend  the  condemnation  proceedings and any award
               will,  at  Buyer's  election,  belong  to:
               (a)  Seller  and  the  sales  price  will  be reduced by the same
                    amount;  or
               (b)  Buyer  and  the  sales  price  will  not  be  reduced.


Initiated for identification by Buyer_____, and Seller _____.       Page 7 of 11


<PAGE>
                Improved Property Commercial Contract concerning
            9009 Airport Blvd., Houston, Harris County, Texas 77061
            -------------------------------------------------------


15.  DEFAULT:

     A.   If  Buyer  fails to comply with this Contract, Buyer is in default and
          Seller  may:
          (1)  enforce  specific  performance,  or  seek  other relief as may be
               provided  by  law,  or  both;  or
          (2)  terminate  this  Contract  and  receive  the  earnest  money  as
               liquidated  damages,  thereby  releasing  the  parties  from this
               Contract.

     B.   If, without fault, Seller is unable within the time allowed to deliver
          the  estoppel  certificates  or  the  commitment,  Buyer  may:
          (1)  terminate  this  Contract and receive the earnest money, less the
               independent  consideration  paid  for  Buyer's right to terminate
               under  Paragraph  7B(3),  as  the  sole  remedy;  or
          (2)  extend  the  time  for  performance up to 15 days and the closing
               will  be  extended  as  necessary.

     C.   Except  as  provided  in Paragraph 15B, if Seller fails to comply with
          this  Contract,  Seller  is  in  default  and  Buyer  may:
          (1)  enforce specific performance, or seek such other relief as may be
               provided  by  law,  or  both;  or
          (2)  terminate  this  Contract and receive the earnest money, less the
               independent  consideration  paid  for  Buyer's right to terminate
               under  Paragraph  7B{3), as liquidated damages, thereby releasing
               the  parties  from  this  Contract.

16.  ATTORNEY'S  FEES:  If  Buyer,  Seller, any broker, or any escrow agent is a
     prevailing  party in any legal proceeding brought under or with relation to
     this  Contract  or this transaction, such party is entitled to recover from
     the  non-  prevailing  parties  all costs of such proceeding and reasonable
     attorney's  fees.  This  Paragraph  16  survives  closing.

17.  ESCROW:

     A.   At  closing,  the earnest money must be applied first to any cash down
          payment,  then  to  Buyer's  closing  costs,  and  any  excess will be
          refunded  to  Buyer.

     B.   If  both  parties  make  written  demand for the earnest money, escrow
          agent may require payment of unpaid expenses incurred on behalf of the
          parties  and  a  written release of liability of escrow agent from all
          parties.

     C.   If  one party makes written demand for the earnest money, escrow agent
          will  give notice of the demand by providing to the other party a copy
          of  the  demand. If escrow agent does not receive written objection to
          the  demand  from the other party within 30 days after the date escrow
          agent  sent  the  demand to the other party, escrow agent may disburse
          the earnest money to the party making demand, reduced by the amount of
          unpaid  expenses incurred on behalf of the party receiving the earnest
          money  and  escrow  agent  may  pay  the  same  to  the  creditors.

     D.   Escrow  agent  will  deduct  the  independent  consideration  paid for
          Buyer's right to terminate under Paragraph 7B(3) before disbursing any
          earnest  money  to Buyer and will pay the independent consideration to
          Seller.

     E.   If  escrow  agent  complies  with this Paragraph 17, each party hereby
          releases  escrow agent from all claims related to the disbursal of the
          earnest  money.

     F.   Notices under this Paragraph 17 must be sent by certified mail, return
          receipt  requested. Notices to escrow agent are effective upon receipt
          by  escrow  agent.

18.  MATERIAL  FACTS:

     A.   To the best of Seller's knowledge and belief: (Check (1) or (2) only.)

      [_] (1)  Seller  is  not  aware  of  any  material defects to the Property
               except  as  stated  in the attached Property Condition Statement.

      [X] (2)  Seller  is not aware of any of the following, except as described
               otherwise  in  this  Contract:
               (a)  any  material  physical  defects  to  the  Property;
               (b)  any  pending  or  threatened  litigation,  condemnation,  or
                    assessment  affecting  the  Property;
               (c)  any  environmental  hazards  or  conditions  that affect the
                    Property;
               (d)  whether  the Property is or has been used for the storage or
                    disposal  of hazardous materials or toxic waste, a dump site
                    or  landfill,  or  any  underground  tanks  or  containers;


Initiated for identification by Buyer_____, and Seller _____.       Page 8 of 11


<PAGE>
                Improved Property Commercial Contract concerning
            9009 Airport Blvd., Houston, Harris County, Texas 77061
            -------------------------------------------------------


<TABLE>
<CAPTION>
<S>            <C>                                  <C>            <C>
Buyer at:      RCI Holdings, Inc.                   Seller at:     McNeil Interests, Inc.
               10959 Cutten Road                                   P. O. Box 752423
               Houston, TX 77066                                   Houston, TX 77275-2423
Phone:         281-397-6730                         Phone:         713-249-1234
Fax:           281-397-6765                         Fax:           281-992-9739

With copy to:  Robert D. Axelrod                    With copy to:  Wilka Toppins
               Axelrod, Smith & Kirshbaum                          The Toppins Law Firm, P.C.
               5300 Memorial Drive, Suite 700                      4900 Woodway Drive, Suite 1150
               Houston, TX 77007                                   Houston, TX 77056
Phone:         713-861-1996                         Phone:         713-621-8855
Fax:           713-552-0202                         Fax:           713-621-5570

               David S. Komiss II
               David S. Komiss II, P.C.
               6750 West Loop South, Suite 120
               Bellaire, TX 77401
Phone:         713-665-2500
Fax:           713-665-7070
</TABLE>

20.  FEDERAL  TAX  REQUIREMENT:  If  Seller  is a "foreign person" as defined by
     applicable  law, or if Seller fails to deliver at closing an affidavit that
     Seller  is  not  a  foreign person, then Buyer will withhold from the sales
     proceeds  at closing an amount sufficient to comply with applicable tax law
     and  deliver  the  amount  withheld  to the Internal Revenue Service (IRS),
     together with appropriate tax forms. IRS regulations require filing written
     reports  if  cash  in  excess  of  specified  amounts  is  received  in the
     transaction.

21.  DISPUTE  RESOLUTION:  The  parties  agree  to negotiate in good faith in an
     effort  to  resolve any dispute related to this Contract that may arise. If
     the  dispute cannot be resolved by negotiation, the parties will submit the
     dispute to mediation before resorting to arbitration or litigation and will
     equally  share  the  costs  of  a  mutually  acceptable  mediator.

22.  AGREEMENT  OF  THE  PARTIES:

     A.   This  Contract  is  binding  on  the  parties, their heirs, executors,
          representatives,  successors,  and  permitted  assigns.

     B.   This  Contract  is  to be construed in accordance with the laws of the
          State  of  Texas.

     C.   This Contract contains the entire agreement of the parties and may not
          be  changed  except  by  written  agreement.

     D.   If  this  Contract  is executed in a number of identical counterparts,
          each  counterpart  is  an original and all counterparts, collectively,
          constitute  one  agreement.

     E.   Buyer   [X] may   [_] may not   assign this Contract, If Buyer assigns
          this  Contract,  Buyer  will be relieved of any future liability under
          this Contract only if the assignee assumes, in writing, all of Buyer's
          obligations  under  this Contract. Such free assignability in favor of
          Buyer  shall only be to an entity owned or controlled by, an affiliate
          of,  or a subsidiary of Buyer, otherwise consent of the Seller will be
          required, which consent will not be untimely or unreasonably withheld.


Initiated for identification by Buyer_____, and Seller _____.       Page 9 of 11


<PAGE>
                Improved Property Commercial Contract concerning
            9009 Airport Blvd., Houston, Harris County, Texas 77061
            -------------------------------------------------------


     F.   Addenda  which  are part of this Contract are: (Check all that apply.)
      [X] (1)  Property  Description  Exhibit  identified  in  Paragraph  2;
      [_] (2)  Condominium  Addendum;
      [_] (3)  Financing  Addendum;
      [_] (4)  Commercial  Property  Condition  Statement;
      [_] (5)  Addendum  for  Sellers  Disclosure  of  Information on Lead-Based
               Paint and Lead-Base Paint Hazards;
      [_] (6)  Notice  to  Purchaser  of  Real  Property  in  a  Water District;
      [_] (7)  Addendum  for  Coastal  Area  Property;
      [_] (8)  Addendum  for  Property  Located Seaward of the Gulf Intracoastal
               Waterway;  and
      [_] (9)  ________________________________________________________________.

23.  TIME:  Time  is of the essence in this Contract. The parties require strict
     compliance with the times for performance. If the last day to perform under
     a provision of this Contract falls on a Saturday, Sunday, or legal holiday,
     the time for performance is extended until the end of the next day which is
     not  a  Saturday,  Sunday,  or  legal  holiday.

24.  EFFECTIVE  DATE:  The  effective  date  of this Contract for the purpose of
     performance  of  all obligations is the date the escrow agent receipts this
     Contract  after  all  parties  execute  this  Contract.

25.  ADDITIONAL  NOTICES:

     A.   Buyer  should  have  an  abstract covering the Property examined by an
          attorney  of  Buyer's  selection, or Buyer should be furnished with or
          obtain  a  title  policy.

     B.   If  the Property is situated in a utility or other statutorily created
          district providing water, sewer, drainage, or flood control facilities
          and services, Chapter 49, Texas Water Code, requires Seller to deliver
          and  Buyer  to  sign  the  statutory  notice relating to the tax rate,
          bonded  indebtedness,  or  standby  fees  of the district before final
          execution  of  this  Contract.

     C.   If  the  Property adjoins or shares a common boundary with the tidally
          influenced  submerged  lands  of  the state, Sec.33.135, Texas Natural
          Resources  Code,  requires a notice regarding coastal area property to
          be  included  as  part  of  this  Contract.

     D.   If  the Property is located seaward of the Gulf Intracoastal Waterway,
          Sec.61.025,  Texas Natural Resources Code, requires a notice regarding
          the  seaward  location  of the Property to be included as part of this
          Contract.

     E.   If  the  Property is located outside the limits of a municipality, the
          Property  may  now  or  later  be  included  in  the extra-territorial
          jurisdiction  (ETJ)  of a municipality and may now or later be subject
          to  annexation  by the municipality. Each municipality maintains a map
          that  depicts  its boundaries and ETJ. To determine if the Property is
          located  within  a  municipality's  ETJ,  Buyer  should  contact  all
          municipalities  located  in  the general proximity of the Property for
          further  information,

     F.   If  any apartments or other residential units are part of the Property
          and  those  units  were  built  before  1978,  federal  law requires a
          lead-based  paint  and  hazard disclosure statement to be made part of
          this  Contract.

     G.   Brokers  are  not  qualified to perform property inspections, surveys,
          engineering  studies,  environmental  assessments,  or  inspections to
          determine  compliance  with zoning, governmental regulations, or laws.
          Buyer  should  seek  experts  to  perform  such services. Selection of
          experts,  inspectors, and repairmen is the responsibility of Buyer and
          not  the  brokers.

26.  CONSTRUCTION:  The  parties  acknowledge that their attorneys have reviewed
     and  revised this Agreement and that the normal rule of construction to the
     effect  that  any ambiguities are to be resolved against the drafting party
     shall  not  be  employed  in  the  interpretation  of  this  Agreement.

27.  CONTRACT  AS  OFFER:  The  execution  of  this  Contract by the first party
     constitutes  an  offer  to buy or sell the Property. Unless the other party
     accepts by 5:00 p.m., in the time zone in which the Property is located, on
     March,  2006,  the  offer  will  lapse  and  become  null  and  void.
     ------------


Initiated for identification by Buyer_____, and Seller _____.      Page 10 of 11


<PAGE>
                Improved Property Commercial Contract concerning
            9009 Airport Blvd., Houston, Harris County, Texas 77061
            -------------------------------------------------------


THIS  CONTRACT  IS NOT THE ORIGINAL FORM PROMULGATED BY THE TEXAS ASSOCIATION OF
                   ---
REALTORS,  BUT  HAS BEEN MODIFIED TO REFLECT THE CONDITIONS OF THIS PURCHASE AND
SALE.

THIS  IS  A  LEGALLY BINDING CONTRACT. READ IT CAREFULLY. THE BROKERS AND AGENTS
MAKE  NO  REPRESENTATION  OR  RECOMMENDATION  AS TO THE LEGAL SUFFICIENCY, LEGAL
EFFECT,  OR  TAX  CONSEQUENCES  OF  THIS  DOCUMENT  OR TRANSACTION. CONSULT YOUR
ATTORNEY  BEFORE  SIGNING.


<TABLE>
<CAPTION>
<S>         <C>                                   <C>        <C>
Buyer's                                           Seller's
Attorneys:  Robert D. Axelrod                     Attorney:  Wilka Toppins
            Axelrod, Smith & Kirshbaum                       The Toppins Law Firm, P.C.
            5300 Memorial Drive, Suite 700                   4900 Woodway Drive, Suite 1150
            Houston, TX 77007                                Houston, TX 77056
Phone:      713-861-1996                          Phone:     713-621-8855
Fax:        713-552-0202                          Fax:       713-621-5570

            David S. Komiss II
            David S. Komiss II P.C.
            David S. Komiss II, P.C.
            6750 West Loop South, Suite 120
            Bellaire, TX 77401
Phone:      713-665-2500
Fax:        713-665-7070


BUYER                                             SELLER:

RCI HOLDINGS, INC.                                MCNEIL INTERESTS, INC.

BY: /s/ Eric S. Langan                            BY: /s/ Ricky McNeil
   ------------------------------                     ------------------------------
   Eric S. Langan, President                          Ricky McNeil, President
</TABLE>

                                 ESCROW RECEIPT

Escrow agent acknowledges receipt of:

[X]  A.  the  Contract  on  this  day  March  23,  2006  (effective  date);
                                       ----------------

[X]  B.  earnest  money  in  the amount of $ 5,000.00 in the form of personal/co
                                                                     -----------
     check  on  this  day  March  23,  2006
     -----                 ----------------

                                         AMERITRUST TITLE COMPANY
                                         Escrow Agent

                                         By: /s/ illegible
                                            --------------------------------
                                         Name:
                                         Title:

                                         Address:  11211 Katy Freeway, Suite 150
                                                   Houston, TX 77079

                                         Phone:    713-463-0400
                                         Fax:      713-463-9854


Initiated for identification by Buyer_____, and Seller _____.      Page 11 of 11


<PAGE>
                                  EXHIBIT "A"

                                Legal Description
                                -----------------

                    [to be attached to the required Survey]


<PAGE>
                                                                           11094
RICK'S CABARET INTERNATIONAL, INC.
         10959 CUTTEN RD.                JP MORGAN CHASE BANK, N.A.
        HOUSTON, TX 77066                   DALLAS, TEXAS 95201
          (281) 397-6730                         32-61-1110

                                                                 Mar 14, 2006

PAY TO THE
ORDER OF    Ameritrust Title             No.  11094              $*****$5,000.00

     Five Thousand and 00/100 Dollars                                    DOLLARS

     Aneritrust Title
                                                         VOID AFTER 90 DAYS

MEMO
   payment for 9009 Airport Blvd                           /s/ illegible
                                                       -------------------------
GF-1997           011094   111000614      1592668998


<TABLE>
<CAPTION>
RICK'S CABARET INTERNATIONAL, INC.                                                              11094
<S>               <C>                        <C>             <C>              <C>              <C>
Invoice                                     Invoice         Invoice          Discount         Amount
Number            Reference                 Date            Amount           Amount            Paid

                  I/C - Reference Holding                                                    5,000.00
</TABLE>