ex10_1.htm


    
      

    

    EXECUTION
      VERSION

     

    SECOND
      AMENDMENT TO PURCHASE
      AGREEMENT

    


    This
      Second Amendment to Purchase Agreement is made and entered into this ___ day
      of
      January, 2008, to amend and restate, in its entirety, the Purchase Agreement
      entered into on October 17, 2007, by and among TEZ Real Estate, LP, a
      Pennsylvania limited partnership (the “Partnership”), TEZ Management, LLC, a
      Pennsylvania limited liability company (the “General Partner”), The End Zone,
      Inc., a Pennsylvania corporation (the “Company”), Vincent Piazza (“Piazza” or
      the “Shareholder”), the Piazza Family Limited Partnership, a Pennsylvania
      limited partnership (the “Piazza Family Partnership”), RCI Entertainment
      (Philadelphia), Inc., a Pennsylvania corporation (the “Purchaser”), Rick’s
      Cabaret International, Inc., a Texas corporation (“Rick’s”), and RCI Holdings,
      Inc., a Texas corporation (“RCI”).

    


    R
      E C I T A L S:

    


    WHEREAS,
      the Partnership,
      General Partner, Company, Piazza, Piazza Family Partnership, Purchaser, Rick’s
      and RCI entered into a Purchase Agreement on October 17, 2007 (the “Purchase
      Agreement”); and

    


    WHEREAS,
      the Partnership,
      General Partner, Company, Piazza, Piazza Family Partnership, Purchaser, Rick’s
      and RCI executed an Agreement to Amend Purchase Agreement for the sole purpose
      of extending the Closing Date; and

    


    WHEREAS,
      the Partnership,
      General Partner, Company, Piazza, Piazza Family Partnership, Purchaser, Rick’s
      and RCI now wish to amend and restate, in its entirety, the Purchase Agreement;
      and

    


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

    


    The
      Purchase Agreement is hereby
      amended and restated in its entirety to read as follows, and the Exhibits to
      the
      Purchase Agreement shall be revised as necessary to conform to the amended
      and
      restated Purchase Agreement:

    


    PURCHASE
      AGREEMENT

    


    This
      Purchase Agreement (the
“Agreement”) is made and entered into this ___ day of January, 2008 by and among
      TEZ Real Estate, LP, a Pennsylvania limited partnership (the “Partnership”), TEZ
      Management, LLC, a Pennsylvania limited liability company (the “General
      Partner”), The End Zone, Inc., a Pennsylvania corporation (the “Company”),
      Vincent Piazza (“Piazza” or the “Shareholder”), the Piazza Family Limited
      Partnership, a Pennsylvania limited partnership (the “Piazza Family
      Partnership”), RCI Entertainment (Philadelphia), Inc., a Pennsylvania
      corporation (the “Purchaser”), Rick’s Cabaret International, Inc., a Texas
      corporation (“Rick’s”), and RCI Holdings, Inc., a Texas corporation
      (“RCI”).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      the Company owns and
      operates an adult entertainment cabaret known as “Crazy Horse Too Cabaret” (the
“Business” or “Crazy Horse”), located at 2908 South Columbus Blvd.,
      Philadelphia, Pennsylvania  19148 (the “Real Property” or the
“Premises”); and

    


    WHEREAS,
      the Partnership owns
      the Real Property where Crazy Horse is located; and

    


    WHEREAS,
      the General Partner
      is the general partner of the Partnership; and

    


    WHEREAS,
      Piazza is the owner
      of 100% of the issued and outstanding shares of common stock of the Company;
      and

    


    WHEREAS,
      Piazza desires to
      sell to the Purchaser 700 shares of common stock of the Company representing
      100% of the issued and outstanding shares of common stock of the Company (the
      “Shares”) on the terms and conditions set forth herein; and

    


    WHEREAS,
      the Purchaser desires
      to purchase the Shares from the Shareholder on the terms and conditions set
      forth herein; and

    


    WHEREAS,
      at the time of
      Closing (as hereinafter defined), Piazza or the Piazza Family Partnership (the
      “Partnership Seller”) shall own (a) 100% of the issued and outstanding limited
      partnership interest in the Partnership (the “Limited Partnership Interest”),
      and (b) 100% of the issued and outstanding membership interest in the General
      Partner (the “Membership Interest”).  The Limited Partnership Interest
      and the Membership Interest are collectively referred to herein as the
“Partnership Interests.”

    


    WHEREAS,
the
      Partnership
      Seller desires to sell 51% of the Limited Partnership Interest and 51% of the
      Membership Interest to RCI on the terms and conditions set forth herein;
      and

    


    WHEREAS,
      RCI desires to
      purchase 51% of the Limited Partnership Interest and 51% of the Membership
      Interest from the Partnership Seller on the terms and conditions set forth
      herein; and

    


    WHEREAS,
      the Partnership
      Seller desires to retain 49% of the issued and outstanding Partnership
      Interests; and

    


    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

    


    Section
      1.1                Sale
      of
      the Shares.  Subject to the terms and conditions set forth in
      this Agreement, at the Closing (as hereinafter defined), Piazza hereby agrees
      to
      sell, transfer, convey and deliver to the Purchaser the Shares, free and clear
      of all liens or encumbrances, and shall deliver to the Purchaser certificates
      representing the Shares, duly endorsed to the Purchaser or accompanied by duly
      executed stock powers in form and substance satisfactory to the
      Purchaser.

    


    
      
        
        

      

      
        Purchase
          Agreement- Page 2

        
          

        

      

      
        
        

      

    

     

    Section
      1.2                Sale
      of
      the Limited Partnership Interest and Membership
      Interest.  Subject to the terms and conditions set forth in
      this Agreement, at the Closing the Partnership Seller hereby agrees to sell,
      transfer, convey and deliver to RCI 51% of the Limited Partnership Interest
      and
      51% of the Membership Interest, free and clear of all liens or encumbrances,
      and
      shall deliver to RCI duly executed Assignments of Partnership and Membership
      Interests in form and substance satisfactory to RCI.

    


    Section
      1.3                Purchase
      Price for the Shares, Limited Partnership Interest and Membership
      Interest.  The Purchaser and RCI shall pay for the purchase of
      the Shares, the Limited Partnership Interest and Membership Interest as
      follows:

     

    
      	
               

            	
              (a)

            	
              $3,500,000
                payable to the Partnership Seller by cash, bank check, certified
                funds or
                wire transfer at the time of Closing (as defined herein) for the
                Limited
                Partnership Interest and Membership Interest; and
                

            


    

     

    
      	
               

            	
              (b)

            	
              195,000
                shares of restricted common stock, par value $0.01 of Rick’s (the “Rick’s
                Shares”) issued to the Shareholder for the Shares.
                

            


    

     

    Section
      1.4                Right
      of
      Shareholder to “Put” Shares.

    


    
      	
               

            	
              (a)

            	
              On
                or after one (1) year from the date of Closing, the Shareholder shall
                have
                the right, but not the obligation, to have Rick’s purchase from the
                Shareholder 5,000 of the Rick’s Shares per month (the “Monthly Shares”)
                calculated at a price per share equal to $23.00 per share (“Value of the
                Rick’s Shares”) until the Shareholder has received an aggregate of
                $4,485,000 from (i) the sale of the Rick’s Shares, regardless of whether
                sold to Rick’s, sold in the open market or in a private transaction or
                otherwise and (ii) the payment of any Deficiency (as hereinafter
                defined)
                by Rick’s.  Shareholder shall notify Rick’s during any given
                month of its election to “Put” the Monthly Shares to Rick’s during that
                particular month and Rick’s shall have three (3) business days to elect to
                buy the Monthly Shares or instruct the Shareholder to sell the Monthly
                Shares in the open market.   At Rick’s election, during any
                given month, it may either buy the Monthly Shares or, if Rick’s elects not
                to buy the Monthly Shares from Shareholder, then Shareholder shall
                sell
                the Monthly Shares in the open market and any deficiency between
                the
                amount which Shareholder receives from the sale of the Monthly Shares
                and
                the Value of the Rick’s Shares (the “Deficiency”) shall be paid by Rick’s
                within three (3) business days after receipt of written notice from
                the
                Shareholder of the sale of the Monthly Shares which shall provide
                the
                written sales confirmation and the amount of the
                Deficiency.  Rick’s obligation under this Section 1.4(a) to
                purchase the Monthly Shares from Shareholder shall terminate and
                cease at
                such time as Shareholder has received an aggregate amount of $4,485,000
                from (i) the sale of the Rick’s Shares, regardless of whether sold to
                Rick’s, sold in the open market or in a private transaction or otherwise,
                and (ii) the payments of any Deficiency by Rick’s.  Shareholder
                agrees to provide monthly statements to Rick’s as to the total number of
                Rick’s Shares which Shareholder sold and the amount of proceeds derived
                therefrom.  Except as set forth in Section 1.4(b) below, nothing
                contained in this Section 1.4(a) shall limit or preclude Shareholder
                from
                selling the Rick’s Shares in the open market or require Shareholder to
                “Put” the Rick’s Shares to Rick’s during any given month.
                

            


    

     

    
      
        
        

      

      
        Purchase
          Agreement- Page 3

        
          

        

      

      
        
        

      

       

    

    
      	
               

            	
              (b)

            	
              Shareholder
                and Rick’s will enter into a Lock-Up/Leak-Out Agreement which will provide
                that the Shareholder will not sell more than 25,000 Rick’s Shares per
                30-day period and will not sell more than 75,000 Rick’s Shares per 90-day
                period, regardless of whether the Shareholder “Puts” the Rick’s Shares to
                Rick’s or sells them in the open market or otherwise.  In the
                event that the Shareholder elects to sell the Rick’s Shares pursuant to
                this Section 1.4(b), then any amount sold at prices less than the
                Value of
                the Rick’s Shares shall be deemed to be sold at $23.00 for purposes of
                Section 1.4(a).  The form of the Lock-Up/Leak-Out Agreement
                shall be as attached hereto as Exhibit 1.4(b) and made a part hereof.
                

            


    

    


    Section
      1.5               
Related
      Transactions.  At Closing:

    


    
      	
               

            	
              (a)

            	
              the
                Shareholder and the Partnership Seller will each enter into a five
                (5)
                year covenant not to compete with the Company, the Business, Rick’s and
                the Purchaser and any of their affiliates pursuant to the terms of
                which
                the Shareholder and the Partnership Seller will agree not to compete,
                either directly or indirectly, with the Company, Crazy Horse, Rick’s or
                the Purchaser by operating an establishment featuring live female
                nude or
                semi-nude entertainment within a twenty (20) mile radius of the Real
                Property. The form of the non compete covenant shall be attached
                hereto as
                Exhibit 1.5(a) and made a part hereof.


            


    

    


    
      	
               

            	
              (b)

            	
              the
                Company will enter into a new lease agreement with the Partnership
                (which
                shall be a net lease, with tenant paying all taxes, insurance and
                other
                expenses) giving the Company the right to lease the Real Property
                where
                the Business is located for twenty (20) years with an option for
                an
                additional nine (9) years eleven (11) months on terms to be agreed
                upon by
                the parties thereto. The rent shall be payable beginning April 1,
                2008 and
                shall be the greater of (i) $50,000 per month, subject to adjustment
                for
                increases in the Consumer Price Index (CPI) every five years during
                the
                original term and the option term, or (ii) 8% of gross sales, whichever
                is
                higher. The Company’s obligations as tenant under the lease shall be
                secured by a pledge and security interest in the liquor license and
                any
                adult entertainment license owned by the Company, the form of the
                pledge
                and security agreement to be reasonably satisfactory to all of the
                parties
                thereto. 

            


    

    


    
      	
               

            	
              Notwithstanding
                anything to the contrary contained in this Agreement or in the First
                Amendment to Operating Agreement or First Amendment to Partnership
                Agreement referred to in Subsections 1.5(c) through (e) below, Piazza
                and
                Piazza Family Partnership shall have the right, acting alone and
                without
                the consent or approval of RCI, to enforce, on behalf of the Partnership
                and its General Partner, any monetary lease defaults by the Company
                under
                the lease described in Section 1.5(b), provided that Piazza or Piazza
                Family Partnership shall be required to give five days written notice
                and
                opportunity for the Company to cure such monetary default, but not
                more
                than two such notices in any lease year. The First Amendments to
                Operating
                Agreement and Limited Partnership Agreement shall be modified before
                execution at closing to incorporate this paragraph.
                

            


    

     

    
      
        
        

      

      
        Purchase
          Agreement- Page 4

        
          

        

      

      
        
        

      

       

    

    
      	
               

            	
              (c)

            	
              the
                Partnership Seller and RCI shall have entered into a First Amendment
                to
                Limited Partnership Agreement for the Partnership relating to the
                ownership of their limited partnership interest in the Partnership.
                The
                form of the First Amendment to Limited Partnership Agreement shall
                be
                attached hereto as Exhibit 1.5(c) and made a part hereof.
                

            


    

    


    
      	
               

            	
              (d)

            	
              the
                Partnership Seller and RCI shall have entered into a First Amendment
                to
                Operating Agreement relating to their ownership of their membership
                interest in the General Partner. The form of the First Amendment
                to
                Operating Agreement shall be attached hereto as Exhibit 1.5(d) and
                made a
                part hereof. 

            


    

    


    
      	
               

            	
              (e)

            	
              the
                Limited Partnership Agreement for the Partnership and the Operating
                Agreement of the General Partner shall have been amended to provide
                for
                certain additional rights of the partners relating to management
                and
                control, including without limitation an agreement or agreements
                giving
                the Partnership Seller and RCI equal control and voting rights
                notwithstanding the differences in their limited partnership and
                membership ownership interests in accordance with the First Amendment
                to
                Limited Partnership Agreement as reflected in Section 1.5(c) and
                the First
                Amendment to Operating Agreement as reflected in Section 1.5(d) above.
                

            


    

    


    
      	
               

            	
              (f)

            	
              the
                Partnership Agreement and/or other agreements governing operation
                and
                control of the Partnership shall require the Partnership to make
                distributions to its partners of all available revenues, subject
                to the
                retention of operating expenses and liabilities on a monthly basis
                in
                accordance with the First Amendment to Limited Partnership Agreement
                as
                reflected in Section 1.5(c) above and other provisions of this Agreement.
                

            


    

    
 

    ARTICLE
      II

    CLOSING

    


    Section
      2.1                The
      Closing.  The Closing Date for the transactions contemplated by
      this Agreement  shall take place on or before seven (7) days after the
      approval of the transfer of the Shares to Purchaser by the Pennsylvania Liquor
      Control Board, but in no event later than March 15, 2008 (the “Closing Date”),
      at the law offices of Butera, Beausang, Cohen & Brennan, 630 Freedom
      Business Center, Suite 212, King of Prussia, Pennsylvania  19406, or
      at such other time and place as agreed upon in writing among the parties hereto
      (the “Closing”), said time to be of the essence.

    


    
      
        
        

      

      
        Purchase
          Agreement- Page 5

        
          

        

      

      
        
        

      

    

     

    Section
      2.2                Actions at the
      Closing.  At the Closing:

    


    
      	
               

            	
              (a)

            	
              the
                Purchaser shall deliver to the Company and the Partnership the various
                certificates, instruments and documents (and shall take the required
                actions) referred to in Section 8.2 below;


            


    

    


    
      	
               

            	
              (b)

            	
              the
                Company, Piazza, the Partnership, the General Partner and the Piazza
                Family Partnership shall deliver to the Purchaser the various
                certificates, instruments and documents (and shall take the required
                actions) referred to in Section 8.1 below;


            


    

    


    
      	
               

            	
              (c)

            	
              the
                Shareholder shall deliver or cause to be delivered to Purchaser originally
                issued certificates representing the Shares of the Company, duly
                endorsed
                over to the Purchaser and in a form satisfactory to the Purchaser;
                

            


    

    


    
      	
               

            	
              (d)

            	
              the
                Partnership Seller shall deliver or cause to be delivered to RCI
                originally executed assignment agreements for the assignment of 51%
                of the
                Limited Partnership Interest of the Partnership and 51% of the Membership
                Interest in the General Partner in a form satisfactory to the RCI;
                

            


    

    


    
      	
               

            	
              (e)

            	
              Purchaser
                shall pay $3,500,000 to the Partnership Seller by cash, bank check,
                certified funds or wire transfer as set forth in Section 1.3(a);
                

            


    

    


    
      	
               

            	
              (f)

            	
              Rick’s
                shall issue 195,000 shares of its restricted common stock as set
                forth in
                Section 1.3(b); 

            


    

    


    
      	
               

            	
              (g)

            	
              the
                Shareholder and Rick’s will enter into a Lock-Up/Leak-Out Agreement as set
                forth in Section 1.4(b); and 

            


    

    


    
      	
               

            	
              (h)

            	
              The
                Related Transactions in Section 1.5 shall be consummated.
                

            


    

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES

    OF
      THE COMPANY, THE PARTNERSHIP,

    THE
      GENERAL PARTNER, THE

    PIAZZA
      FAMILY PARTNERSHIP

    AND
      PIAZZA

    


    The
      Company, the Partnership, the General Partner, the Piazza Family Partnership,
      and Piazza, individually, jointly and severally, hereby represent and warrant
      to
      the Purchaser, RCI and Rick’s as follows:

    


    Section
      3.1.               Organization, Good
      Standing
      and Qualification.

    


    
      	
               

            	
              (a)

            	
              The
                Company, the Partnership, the General Partner and the Piazza Family
                Partnership (i) are entities duly organized, validly existing and
                in good
                standing under the laws of the state of Pennsylvania, (ii) have all
                requisite power and authority to own, operate and lease their properties
                and to carry on their business, and (iii) are duly qualified to transact
                business and are in good standing in all jurisdictions where their
                ownership, lease or operation of property or the conduct of their
                business
                requires such qualification, except where the failure to do so would
                not
                have a material adverse effect to the Company, the Partnership, the
                General Partner or the Piazza Family Partnership, respectively.
                

            


    

     

    
      
        
        

      

      
        Purchase
          Agreement- Page 6

        
          

        

      

      
        
        

      

       

    

    
      	
               

            	
              (b)

            	
              The
                authorized capital of the Company consists of 1,000,000 shares of
                common
                stock of which 700 shares are validly issued and outstanding. There
                is no
                other class of capital authorized or issued by the Company. All of
                the
                issued and outstanding shares of the Company are owned by Piazza
                and are
                fully paid and non-assessable. None of the shares issued are in violation
                of any preemptive rights. The Company does not have any obligation
                to
                repurchase, reacquire, or redeem any of its outstanding shares. There
                are
                no outstanding securities convertible into or evidencing the right
                to
                purchase or subscribe for any shares of the Company, there are no
                outstanding or authorized options, warrants, calls, subscriptions,
                rights,
                commitments or any other agreements of any character obligating the
                Company to issue any shares or any securities convertible into or
                evidencing the right to purchase or subscribe for any shares, and
                there
                are no agreements or understandings with respect to the voting, sale,
                transfer or registration of any shares of the Company.
                

            


    

    


    
      	
               

            	
              (c)

            	
              The
                Partnership is comprised of the Partners listed on Exhibit “A” and the
                General Partner is comprised of the Members listed on Exhibit “B” who own
                100% of the Limited Partnership Interest and 100% of the Membership
                Interest, respectively.  The Partnership Interests are validly
                issued and outstanding.  There is no other class of capital
                authorized or issued by the Partnership or the General
                Partner.  Subject to the satisfaction of the condition in
                Section 8.2(h) below, all of the issued and outstanding limited
                partnership interests of the Partnership and membership interests
                of the
                General Partner will at the time of Closing be owned by the parties
                listed
                on Exhibit “A” and “B”, respectively, and are fully paid and
                non-assessable, except as otherwise stated in the Limited Partnership
                Agreement.  None of the limited partnership interests or
                membership interests issued are in violation of any preemptive
                rights.  The Partnership does not have any obligation to
                repurchase, reacquire, or redeem any of its outstanding limited
                partnership interests. The General Partner does not have any obligation
                to
                repurchase, reacquire, or redeem any of its outstanding membership
                interests.  There are no outstanding securities convertible into
                or evidencing the right to purchase or subscribe for any limited
                partnership interests of the Partnership or membership interests
                of the
                General Partner.  There are no outstanding or authorized
                options, warrants, calls, subscriptions, rights, commitments or any
                other
                agreements of any character obligating the Partnership or the General
                Partner to issue any limited partnership  interests or
                membership interests, respectively, or any securities convertible
                into or
                evidencing the right to purchase or subscribe for any limited partnership
                interests or membership interests, respectively, and except as set
                forth
                in the Limited Partnership Agreement for the Partnership and Operating
                Agreement of the General Partner, there are no agreements or
                understandings with respect to the voting, sale, transfer or registration
                of any limited partnership interests of the Partnership or membership
                interests of the General Partner. 

            


    

    


    
      
        
        

      

      
        Purchase
          Agreement- Page 7

        
          

        

      

      
        
        

      

    

     

    Section
      3.2                Authorization.  The
      Company, the Partnership, the General Partner and the Piazza Family Partnership
      have all requisite power and authority to execute and deliver this Agreement,
      and the Company now has, and the Partnership and General Partner will at the
      time of Closing have, all requisite power and authority to execute and deliver
      the other agreements to be executed at the Closing and to perform their
      obligations hereunder and to consummate the transactions contemplated
      hereby.  All action on the part of Company, the Partnership, the
      General Partner and the Piazza Family Partnership necessary for the
      authorization, execution, delivery and performance of this Agreement and all
      documents related to the consummation of the transactions contemplated herein
      have been taken or will be taken prior to the Closing Date by the Company,
      the
      Partnership, the General Partner and the Piazza Family Partnership. This
      Agreement, and all other agreements contemplated hereby to be executed at the
      Closing, when duly executed and delivered in accordance with their terms, will
      constitute legal, valid and binding obligations of the Company, the Partnership,
      the General Partner and the Piazza Family Partnership enforceable against them
      in accordance with their 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.

    


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

    


    Section
      3.3               
Ownership of the
      Shares.  Piazza owns, beneficially and of record, 700 shares of
      common stock of the Company (the “End Zone Shares”), which represents all of the
      issued and outstanding shares of capital stock of the Company, free and clear
      of
      any liens, claims, equities, charges, options, rights of first refusal, or
      encumbrances.   Piazza has no obligation to sell the End Zone
      Shares to any third party, nor does any other party have any right of first
      refusal or any other right to acquire the End Zone Shares from
      Piazza.  Piazza has the unrestricted right and power to transfer,
      convey and deliver full ownership of the End Zone 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
      Rick’s as contemplated herein, Rick’s will receive good and valid title thereto,
      free and clear of any liens, claims, equities, charges, options, rights of
      first
      refusal, encumbrances or other restrictions (except those imposed by applicable
      securities laws).

    


    Section
      3.4                Ownership of the
      Partnership
      Interests.  Subject to the satisfaction of the condition in
      Section 8.2(h) below, the Partnership Seller owns or will own as of the Closing
      Date, beneficially and of record, all of the Partnership Interests of the
      Partnership free and clear of any liens, claims, equities, charges, options,
      rights of first refusal, or encumbrances.  The Partnership Seller has
      or will have as of the Closing Date the unrestricted right and power to
      transfer, convey and deliver full ownership of the Partnership Interests 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 Partnership Interests to RCI as contemplated herein, RCI 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).

    


    
      
        
        

      

      
        Purchase
          Agreement- Page 8

        
          

        

      

      
        
        

      

    

     

    Section
      3.5                Consents.  Except
      as set forth in Exhibit 3.5, no consent of, approval by, order or authorization
      of, or registration, declaration or filing by the Company, the Partnership
      or
      the General Partner with any court or any governmental or regulatory agency
      or
      authority having jurisdiction over the Company, the Partnership, the General
      Partner, or any of their property or assets is required on the part of the
      Company, the Partnership or the General Partner (a) in connection with the
      consummation of the transactions contemplated by this Agreement or (b) as a
      condition to the legality, validity or enforceability of this Agreement as
      against the Company, the Partnership or the General Partner, excluding any
      registration, declaration or filing the failure to effect which would not have
      a
      material adverse effect on the financial condition of the Company, the
      Partnership or the General Partner.  Subject to Section 8.2(h) below,
      no further consent or approval of any third party is required in connection
      with
      the execution, delivery and performance of this Agreement or any of the other
      agreements contemplated hereby to be executed at the Closing by the Company,
      the
      Partnership or the General Partner.

    


    Section
      3.6              
 Acquisition of
      Stock for Investment.  Piazza understands that the issuance of
      the Rick’s Shares (as referenced in Section 1.3 herein) will not have been
      registered under the Securities Act of 1933, as amended (the “Act”), or any
      state securities acts, and accordingly, are restricted securities, and Piazza
      represents and warrants to the Purchaser, Rick’s and RCI that Piazza’s present
      intention is to receive and hold the Rick’s Shares for investment only and not
      with a view to the distribution or resale thereof.

    


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

    


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

    


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

    


    
      
        
        

      

      
        Purchase
          Agreement- Page 9

        
          

        

      

      
        
        

      

       

    

    Piazza
      further understands and agrees
      that Rick’s may notify its transfer agent of the Lock-Up/Leak-Out Agreement and
      the limitation on the number of Rick’s Shares that Piazza may sell in any given
      month in accordance with the terms and conditions of the Lock-Up/Leak-Out
      Agreement as described in Section 1.4(b) above.

    


    Section
      3.7                Piazza’s Access to
      Information.  Piazza hereby confirms and represents that he (a)
      has received a copy of Rick’s Form 10-KSB filed with the Securities and Exchange
      Commission (the “SEC”) for the year ended September 30, 2007,  as
      filed with the SEC; (b) a copy of Rick’s Form 14A filed with the SEC on June 27,
      2007; (c) 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; (d) 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; (e) has had an opportunity to engage and is represented
      by
      an attorney of his choice; (f) has had an opportunity to negotiate the terms
      and
      conditions of this Agreement; (g) has been given adequate time to evaluate
      the
      merits and risks of the transactions contemplated hereby; and (h) has been
      provided with and given an opportunity to review all current information about
      Rick’s.  Piazza has asked such questions to representatives of Rick’s
      about Rick’s as he desires to ask and all such questions have been answered to
      the full satisfaction of Piazza.  The forms filed by Rick’s with the
      SEC as set forth in Section 3.7(a) and (b) are hereafter collectively referred
      to as “SEC Reports”.

    


    Section
      3.8                Purchase for
      Investment.  Piazza is acquiring the Rick’s Shares for his own
      account, for investment purposes only and not with view to any public resale
      or
      other distribution thereof.  Piazza acknowledges that he is an
      Accredited Investor as that term is defined in Rule 501(a) of Regulation D
      of
      the Securities Act of 1933, as amended.  Piazza and his
      representatives have received, or have had access to, and have had sufficient
      opportunity to review, all books, records, financial information and other
      information which Piazza considers necessary or advisable to enable him to
      make
      a decision concerning his acquisition of the Rick’s Shares, and that he
      possesses such knowledge and experience in financial and business matters that
      he is capable of evaluating the merits and risks of his investment
      hereunder.

    


    Section
      3.9               
Taxes.  The
      Company, the Partnership and the General Partner have timely and accurately
      filed all federal, state, foreign and local tax returns and reports required
      to
      be filed prior to such dates and have timely paid all taxes shown on such
      returns as owed for the periods of such returns, including all sales taxes
      and
      withholding or other payroll related taxes shown on such returns and any taxes
      required to have been withheld and paid in connection with amounts paid or
      owing
      to any employee, creditor or independent contractor.  The Company, the
      Partnership and the General Partner have made or will be making 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; provided, that due
      to
      different due dates of certain taxes (sales, liquor, lawful use and occupancy,
      and Philadelphia mercantile taxes), there may be amounts that have accrued
      for
      the period through the Closing Date, but are not yet payable.  No
      assessments or notices of deficiency or other communications have been received
      by the Partnership, the General Partner, the Company or Piazza 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.  None of the Company, the Partnership, the
      General Partner or Piazza has any knowledge of any actions by any taxing
      authority in connection with assessing additional taxes against or in respect
      of
      any past period. There are no agreements between the Company, the Partnership
      and/or the General Partner and any taxing authority, including, without
      limitation, the Internal Revenue Service, waiving or extending any statute
      of
      limitations with respect to any tax return.  Piazza has disclosed to
      Purchaser that the Company is currently an “S” corporation under federal and
      state law.  Piazza reserves the right of access upon written request,
      during reasonable business hours, to the Company’s books and records for the
      purpose of preparing and filing his tax returns for the period through the
      revocation of the S election (upon completion of Closing) as well as for any
      subsequent investigations, IRS audits, etc.

    


    
      
        
        

      

      
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          Agreement- Page 10

        
          

        

      

      
        
        

      

       

    

    Section
      3.10              Financial
      Statements.  The Company, the Partnership and the General
      Partner have delivered to Purchaser, Rick’s and/or RCI the unaudited balance
      sheets of the Company, the Partnership and the General Partner, together with
      the related unaudited statements of income for the year ending December 31,
      2006
      and for the quarter ending September 30, 2007 (collectively referred to as
      the
“Financial Statements”). The Financial Statements have been or will be updated
      to reflect certain accounting adjustments, and the adjusted Financial Statements
      for the Company and pro forma financial projections of the Balance Sheet and
      Income Statement as of December 31, 2007 for the Partnership have been or will
      be delivered to Purchaser, Rick’s and/or RCI.  Such Financial
      Statements, as modified and adjusted in the adjusted Financial Statements,
      including the related notes, are in accordance with the books and records of
      the
      Company, the Partnership and the General Partner and fairly represent the
      financial positions of the Company, the Partnership and the General Partner,
      respectively, and the results of operations and changes in financial position
      of
      the Company and the Partnership 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, and except for certain taxes
      referred to in the “proviso” in Section 3.9, second sentence, the Company, the
      Partnership and the General Partner, as of the dates of the Financial
      Statements, have no material liability or obligation of any nature, whether
      absolute, accrued, contingent or otherwise, not fully reflected or reserved
      against in the Financial Statements.  As of the date hereof and as of
      the Closing Date, the Company, the Partnership, the General Partner and Piazza
      represent and will represent there have been no adverse changes in the financial
      condition or other operations, business, properties or assets of the Company,
      the Partnership, the General Partner or the Business.

    


    Section
      3.11              Labor
      Matters.  None of the Company, the Partnership or the General
      Partner is 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 connected
      or
      made with or by any labor union or association, and there are not pending or
      threatened against the Company, the Business or the Partnership any labor
      disputes, strikes or work stoppages.  To the best of the Company, the
      Partnership and Piazza’s knowledge, the Company and the Partnership 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
      their
      knowledge, is not engaged in any unfair labor practices.  None of the
      Company, the Partnership or the General Partner is a party to any written or
      oral contract, agreement or understanding for the employment of any officer,
      director or employee, except for written contracts with dancers. None of the
      Company, the Partnership or the General Partner is a party to any employee
      benefits plans (as defined in Section 3(3) of the Employee Retirement Income
      Security Act of 1974, as amended) or any other fringe or employee benefits
      plan,
      programs or arrangements.

    


    
      
        
        

      

      
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          Agreement- Page 11

        
          

        

      

      
        
        

      

       

    

    Section
      3.12              Compliance with
      Laws;
      Permits.  To the best of their knowledge, the Company, the
      Partnership and the General Partner are currently, and at all times prior to
      the
      date hereof have been, in compliance with all statutes, orders, rules,
      ordinances and regulations applicable to it or to the operation of the Business
      or ownership of their assets or the operation of their
      businesses.  The Company, the Partnership and Piazza 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
      the Company or the Business.  Exhibit 3.12 sets forth all licenses and
      permits held by the Company and the Partnership used in the operation of the
      Business as they are now being conducted, all of which are currently in good
      standing and effect and which will be in and remain in good standing and effect
      as of the Closing Date.  The Company, the Partnership and the General
      Partner own, hold, possess or lawfully use in the operation of their business
      all permits and licenses which are in any manner necessary for them to conduct
      the Business as now or previously conducted.

    


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

    


    Section
      3.14              Title to Properties;
      Encumbrances.   The Partnership has good and marketable
      title to the Real Property free and clear of all mortgages, claims, liens,
      security interests, charges, leases, encumbrances and other restrictions of
      any
      kind and nature and the Company, the General Partner and the Partnership have
      good and marketable title to all of the personal property and assets that are
      used in the Business that are material to the condition (financial or
      otherwise), business, operations or prospects of the Partnership, the General
      Partner and the Company, free and clear of all mortgages, claims, liens,
      security interests, charges, leases, encumbrances and other restrictions of
      any
      kind and nature, except (i) as disclosed in the Financial Statements of the
      Company and the Partnership, (ii) statutory liens not yet delinquent, and (iii)
      such liens consisting of zoning or planning restrictions, imperfections of
      title, easements, pledges, charges and encumbrances, and other exceptions shown
      on the updated title commitment, dated April 10, 2007, delivered to Purchaser,
      if any, as do not materially detract from the value or materially interfere
      with
      the present use of any of the property or assets subject thereto or affected
      thereby, including the Business.  At the time of Closing, the assets
      of the Company and the Partnership shall include, but shall not be limited
      to,
      the assets set forth in the Company’s and the Partnership’s financial statements
      along with all equipment and fixtures located on the Real Property where Crazy
      Horse is located.

    


    
      
        
        

      

      
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          Agreement- Page 12

        
          

        

      

      
        
        

      

       

    

    Section
      3.15              No Pending
      Transactions.  Except for the transactions contemplated by this
      Agreement and the Related Transactions contemplated in Section 1.5 herein,
      none
      of the Company,  the Partnership or the General Partner is a party to
      or bound by or the subject of any agreement, undertaking, commitment or
      discussions or negotiations with any person that could result in: (i) the sale,
      merger, consolidation or recapitalization of the Company, the General Partner
      or
      the Partnership; (ii) the sale of any of the assets of the Company, the
      Partnership, the General Partner or the Business, except in the ordinary course
      of business; (iii) the sale of any outstanding capital stock of the Company,
      the
      Partnership Interests of the Partnership or the Membership Interest of the
      General Partner; (iv) the acquisition by the Partnership, the Company or the
      General Partner of any operating business or the capital stock of any other
      person or entity; (iv) the borrowing of money or (v) any agreement with any
      of
      the respective officers, managers or affiliates of the Partnership, the General
      Partner or the Company.

    


    Section
      3.16             
Contracts
      and Leases.  Except as set forth in
      Exhibit 3.16, none of the Partnership, the General Partner or the Company (i)
      has any leases of personal property relating to the assets of the Partnership,
      the General Partner or the Company, whether as lessor or lessee; (ii) has any
      contractual or other obligations relating to the assets of the Partnership,
      the
      General Partner or 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 Partnership, the General Partner or the
      Company.  Other than as contemplated by this Agreement, as of the
      Closing Date, there will not be any lease agreements for the Real Property
      where
      the Business is located.  The Company, the Partnership and the General
      Partner have furnished the Purchaser and Rick’s a copy of each and every
      contract, lease or other document relating to the assets of the Partnership
      (including dancer’s contracts), the General Partner and the Company to which
      they are subject or are a party or a beneficiary, all of which are listed on
      Exhibit 3.16 (collectively, the “Contracts”).  To the knowledge of the
      Company, the Partnership, the General Partner and Piazza, such Contracts are
      valid and in full force and effect according to their terms and constitute
      legal, valid and binding obligations of the Partnership, the General Partner
      and/or the Company, and the other respective parties thereto and are enforceable
      in accordance with their terms.  None of the Partnership, the General
      Partner, the Company or Piazza has knowledge of any default or breach under
      such
      Contracts or of any pending or threatened claims under any such
      Contracts.  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 which
      would have a material adverse effect on the financial condition of the Company,
      the Partnership or the General Partner or the operation of the Business after
      the Closing.

    


    Section
      3.17              Material
      Agreements.  Except for the Contracts,
      there are no material contracts, agreements, commitments, understandings or
      proposed transactions, whether written or oral, to which the Company, the
      Partnership or the General Partner is a party or by which either the Company,
      the Partnership or the General Partner or their assets are
      bound.

    


    
      
        
        

      

      
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          Agreement- Page 13

        
          

        

      

      
        
        

      

       

    

    Section
      3.18              No
      Default.  None of the Company, the Partnership or the General
      Partner is (a) in violation of any provision of its articles of incorporation,
      bylaws, articles of organization, partnership agreement, or operating agreement,
      as appropriate, or (b) in default under any term or condition of any instrument
      evidencing, creating or securing any indebtedness of the Partnership, the
      General Partner, the Company or the Business, and there has been no default
      in
      any material obligation to be performed by the Partnership, the General Partner,
      the Company or the Business under any other contract, lease, agreement,
      commitment or undertaking to which it is a party or by which it or its assets
      or
      properties are bound, nor has the Partnership, the General Partner or the
      Company waived any material right under any such contract, lease, agreement,
      commitment or undertaking.

    


    Section
      3.19              Books and
      Records.  The books of account, minute books, corporate minute
      books, partnership interest record books and other records of the Partnership,
      the General Partner, the Company and the Business are accurate and complete
      in
      all material respects and have been maintained in accordance with sound business
      practices and will be located at the premises where the Business is operated
      upon Closing.

    


    Section
      3.20              Insurance Policies.  Copies
      of all insurance
      policies maintained by the Partnership, the General Partner and the Company
      relating to the operation of the Business have been delivered or made available
      to Purchaser.  The policies of insurance held by the Partnership, the
      General Partner and the Company are in such amounts, and insure against such
      losses and risks, as the Partnership, the General Partner and the Company
      reasonably deem appropriate for their 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, including liquor liability insurance with limits satisfactory to
      all
      parties, which insurance shall cover and indemnify the Company, the Partnership,
      the General Partner and their respective officers, directors, shareholders
      and
      partners, as applicable, will be outstanding and duly in force at all times
      prior to the Closing.

    


    Section
      3.21              Pending
      Claims.  There is no claim, suit, arbitration, investigation,
      action or other proceeding, whether judicial, administrative or otherwise,
      now
      pending or, to the best of the knowledge of the Company, the Partnership, the
      General Partner, the Piazza Family Partnership, or Piazza, threatened before
      any
      court, arbitration, administrative or regulatory body or any governmental agency
      which may result in any judgment, order, award, decree, liability or other
      determination which will or could reasonably be expected to have any effect
      upon
      the Company, the Partnership, the General Partner or the Business or the
      transfer of the Shares by the Shareholder to the Purchaser, or the transfer
      of
      the Partnership Interests by the Partnership Seller to RCI under this Agreement,
      nor is there any basis known to the Company, the Partnership, the General
      Partner, the Piazza Family Partnership or Piazza for any such
      action.  No litigation is pending, or, to the knowledge of the
      Company, the Partnership, the General Partner, the Piazza Family Partnership
      or
      Piazza, threatened against the Company, the Partnership, the General Partner
      or
      the Business, 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.  None of the Company, the Partnership, the General Partner,
      the Piazza Family Partnership or Piazza 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 the Company or the Business, or the
      Partnership Interests or the Shares to be transferred under this
      Agreement.

    


    
      
        
        

      

      
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          Agreement- Page 14

        
          

        

      

      
        
        

      

       

    

    Section
      3.22              No Liabilities. As of
      the Closing Date, none of the Company, the Partnership or the General Partner
      shall have any obligation or liability (contingent or otherwise) to any third
      party, except as agreed to by the parties in accordance with Article
      VII.

    


    Section
      3.23              Brokerage
      Commission.  No broker or finder has acted for the Company, the
      Partnership, the General Partner, the Piazza Family Partnership or Piazza in
      connection with this Agreement or the transactions contemplated hereby, and
      no
      person is entitled to any brokerage or finder’s fee or compensation in respect
      thereof based in any way on agreements, arrangements or understandings made
      by
      or on behalf of the Company, the Partnership or the General
      Partner.

    


    Section
      3.24              Environmental.  None
      of the Company, the Partnership, the General Partner or Piazza has received
      any
      citation, directive, letter or other communication, written or oral, or any
      notice of any proceeding, claim or lawsuit relating to any environmental issue
      arising out of the ownership or occupation of the Business, nor is their any
      basis known to the Company, the Partnership, the General Partner or Piazza
      for
      any such action.

    


    Section
      3.25              Banks and Brokerage
      Accounts.  Exhibit 3.25 sets forth (a) a true and complete list
      of the names and locations of all banks, trust companies, securities brokers
      and
      other financial institutions at which the Partnership, the General Partner
      or
      the Company has an account or safe deposit box or maintains a banking,
      custodial, trading or other similar relationship, and (b) a true and complete
      list and description of each such account, box and relationship, indicating
      in
      each case the account number and the names of the respective officers,
      employees, agents or other similar representatives of the Partnership, the
      General Partner or the Company having signatory power with respect
      thereto.

    


    Section
      3.26              Notices.  Neither
      the Partnership, the Piazza Family Partnership nor Piazza has received any
      written notice (i) from any insurance companies, governmental agencies or from
      any other parties of any condition, defects or inadequacies with respect to
      the
      Premises which, if not corrected, would result in termination of insurance
      coverage or increase its cost, (ii) from any governmental agencies or any other
      third parties with respect to any violations of any building codes and/or zoning
      ordinances or any other governmental laws, regulations or orders affecting
      the
      Premises, including, without limitation, the Americans With Disabilities Act,
      (iii) of any pending or threatened condemnation proceedings with respect to
      the
      Premises, or (iv) of any proceedings which could or would cause the change,
      redefinition or other modification of the zoning classification of the
      Premises.

    


    Section
      3.27              Proceedings Relating
      to
      Premises.  There is no pending, or, to the best of the
      Partnership’s, the Piazza Family Partnership’s or Piazza’s knowledge,
      threatened, judicial, municipal or administrative proceedings with respect
      to,
      or in any manner affecting the Premises or any portion thereof, including,
      without limitation, proceedings for or involving tenant evictions, collections,
      condemnations, eminent domain, alleged building code or zoning violations,
      personal injuries or property damage alleged to have occurred on the Premises
      or
      by reason of the use and operation of the Premises, or written notice of any
      attachments, executions, assignments for the benefit of creditors,
      receiverships, conservatorships or voluntary or involuntary proceedings in
      bankruptcy or pursuant to any other debtor relief laws pending or threatened
      against the seller of the Premises or the Premises itself, or the taking of
      the
      Premises for public needs.

    


    
      
        
        

      

      
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          Agreement- Page 15

        
          

        

      

      
        
        

      

       

    

    Section
      3.28              Public
      Improvements.  Neither the Partnership, the Piazza Family
      Partnership nor Piazza has knowledge of any existing or proposed public
      improvements which involve or which may result in any charge being levied or
      assessed against the Premises or which will or could result in the creation
      of
      any lien upon the Premises or any part thereof.

    


    Section
      3.29              Certificates.  To
      the best of the Partnership’s, the Piazza Family Partnership’s or Piazza’s
      knowledge, all certificates of occupancy, licenses, permits, authorizations
      and
      approvals required by law or by any governmental authority having jurisdiction
      over the Premises have been obtained and are in full force and
      effect.

    


    Section
      3.30              Material
      Defect.  Neither the Partnership, the Piazza Family Partnership
      nor Piazza has knowledge of any material defects to the Premises which have
      not
      been disclosed in writing to Rick’s or RCI.

    


    Section
      3.31             
Flooding.  Neither
      the Partnership, the Piazza Family Partnership nor Piazza has knowledge of
      any
      flooding which has occurred on the Premises.

    


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

    


    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES

    OF
      THE PURCHASER, RICK’S AND RCI

    


    Purchaser,
      Rick’s and RCI hereby represent and warrant to the Company, the Partnership, the
      General Partner, the Piazza Family Partnership and Piazza as
      follows:

    


    Section
      4.1                Organization, Good
      Standing
      and Qualification.

    


    
      	
               

            	
              (a)

            	
              Purchaser
                (i) is an entity duly organized, validly existing and in good standing
                under the laws of the state of Pennsylvania, (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 Purchaser.


            


    

    


    
      	
               

            	
              (b)

            	
              Rick’s
                and RCI (i) are entities duly organized, validly existing and in
                good
                standing under the laws of the state of Texas, (ii) have all requisite
                power and authority to carry on its business, and (iii) are duly
                qualified
                to transact business and are in good standing in all jurisdictions
                where
                their ownership, lease or operation of property or the conduct of
                their
                business requires such qualification, except where the failure to
                do so
                would not have a material adverse effect to Rick’s or RCI.
                

            


    

    


    
      
        
        

      

      
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          Agreement- Page 16

        
          

        

      

      
        
        

      

       

    

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

    


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

    


    Section
      4.4               
Taxes.  Rick’s
      and RCI have timely and accurately filed all federal, state, foreign and local
      tax returns and reports required to be filed prior to such dates and have timely
      paid all taxes shown on such returns as owed for the periods of such returns,
      including all sales taxes and withholding or other payroll related taxes shown
      on such returns and any taxes required to have been withheld and paid in
      connection with amounts paid or owing to any employee, creditor or independent
      contractor.  Rick’s and RCI have 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 is 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 Rick’s or RCI with
      respect to any tax return which has not been paid, discharged or fully reserved
      against and no amendments or applications for refund have been filed or are
      planned with respect to any such return.  Neither Ricks nor RCI have
      any knowledge of any actions by any taxing authority in connection with
      assessing additional taxes against or in respect of any past period. There
      are
      no agreements between Rick’s and/or RCI and any taxing authority waiving or
      extending any statute of limitations with respect to any tax
      return.

    


    Section
      4.5                Compliance with
      Laws;
      Permits.  The Purchaser, Rick’s and RCI are, 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 operation of their business or ownership of its
      assets or the operation of their businesses, including compliance with federal
      and state securities laws, except for failures to be in compliance that would
      not have a material adverse effect on the business, properties or condition
      (financial or otherwise) of the Purchaser. Rick’s has filed with the Securities
      and Exchange Commission (the “Commission”) all reports, schedules and statements
      required to be filed by it under the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”) and will, as of the Closing Date, have filed all reports
      required of it under the Exchange Act.

    


    
      
        
        

      

      
        Purchase
          Agreement- Page 17

        
          

        

      

      
        
        

      

    

     

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

    


    Section
      4.7                No
      Default.  None of the Purchaser, Rick’s or RCI is (a) in
      violation of any provision of its articles of incorporation or bylaws or (b)
      in
      default under any term or condition of any instrument evidencing, creating
      or
      securing any indebtedness of the Purchaser, Rick’s or RCI, and there has been no
      default in any material obligation to be performed by the Purchaser, Rick’s or
      RCI under any other contract, lease, agreement, commitment or undertaking to
      which any of them are a party or by which any of them or their assets or
      properties are bound, nor has the Purchaser, Rick’s or RCI waived any material
      right under any such contract, lease, agreement, commitment or
      undertaking.

    


    Section
      4.8                Pending
      Claims.  Except as described in the SEC Reports, there is no
      claim, suit, arbitration, investigation, action or other proceeding, whether
      judicial, administrative or otherwise, now pending or, to the best of the
      Purchaser’s, Rick’s or RCI’s knowledge, threatened before any court,
      arbitration, administrative or regulatory body or any governmental agency which
      may result in any judgment, order, award, decree, liability or other
      determination which will or could reasonably be expected to have a material
      adverse effect upon the Purchaser, Rick’s or RCI.  No litigation is
      pending, or, to the Purchaser’s, Rick’s or RCI’s knowledge, threatened against
      the Purchaser, Rick’s or RCI or any of their respective 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.   None of the
      Purchaser, Rick’s or RCI is subject to any judicial injunction or mandate or any
      quasi-judicial or administrative order or restriction directed to or against
      it
      or which would have a material adverse affect on the Purchaser, Rick’s or
      RCI.

    


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

    


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

    


    
      
        
        

      

      
        Purchase
          Agreement- Page 18

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

    COVENANTS
      OF THE COMPANY, THE PARTNERSHIP,

    THE
      GENERAL PARTNER, THE PIAZZA FAMILY PARTNERSHIP,

    THE
      PARTNERSHIP SELLER AND PIAZZA

    


    Section
      5.1                Stand
      Still.  To induce Purchaser, Rick’s and RCI to proceed with
      this Agreement, the Company, the Partnership, the General Partner, the Piazza
      Family Partnership and Piazza agree that until the Closing Date or the
      termination of this Agreement, neither any representative of the Company nor
      any
      representative of the Partnership, any representatives of the General Partner,
      any representatives of the Piazza Family Partnership, or any representatives
      of  Piazza, individually, will offer to sell or solicit any offer to
      purchase or engage in any discussions or activities of any nature whatsoever,
      directly or indirectly, involving in any manner the actual or potential sale,
      transfer, encumbrance, pledge, collateralization or hypothecation of any assets
      of the Company, the Partnership, the General Partner or the
      Business.  The Company, the Partnership, the General Partner, the
      Piazza Family Partnership and Piazza hereby agree to advise the Purchaser,
      Rick’s and/or RCI of any contact from any third party regarding the acquisition
      or other investment in the Company, the Partnership, the General Partner or
      the
      Business, or of any contact which would relate to the transactions contemplated
      by this Agreement.

    


    Section
      5.2                Access; Due
      Diligence.

    


    
      	
               

            	
              (a)

            	
              Between
                the date of this Agreement and the Closing Date, the Company, the
                Partnership, the General Partner, the Piazza Family Partnership and
                Piazza, as applicable, shall (a) provide Purchaser, Rick’s and RCI and
                their authorized representatives reasonable access to the Premises
                and all
                offices and other facilities and properties of the Company, the
                Partnership, the General Partner and the Business, and to the books
                and
                records of the Company, the Partnership, the General Partner and
                the
                Business; (b) permit the Purchaser, Rick’s and/or RCI to make inspections
                thereof; and (c) cause the officers and advisors of the Company,
                the
                Partnership, the General Partner and the Business to furnish the
                Purchaser, Rick’s and/or RCI with such financial and operating data and
                other information with respect to the business and properties of
                the
                Company, the Partnership and the General Partner, and to discuss
                with the
                Purchaser, Rick’s and RCI and their authorized representatives the affairs
                of the Company and the Partnership as the Purchaser, Rick’s and/or RCI may
                from time to time reasonably request.


            


    

    


    
      	
               

            	
              (b)

            	
              Neither
                the Purchaser, Rick’s nor RCI shall disclose to any third party any
                information obtained pursuant to Section 5.2(a) which is not otherwise
                generally available to the public or not already within its knowledge,
                except as is necessary in connection with the transactions contemplated
                under this Agreement or as may be required by applicable
                law.  The parties hereto specifically recognize that any breach
                of this Section by Purchaser, Rick’s or RCI would cause irreparable injury
                to the Company, the Partnership, the General Partner, the Piazza
                Family
                Partnership and Piazza and that actual damages may be difficult to
                ascertain, and in any event, may be inadequate. Accordingly, the
                Company,
                the Partnership, the General Partner, the Piazza Family Partnership
                and
                Piazza shall be entitled to preliminary and permanent injunctive
                relief,
                if applicable, in the event of any breach or threatened breach of
                the
                provisions of this Section.  Such remedy shall not be deemed to
                be the exclusive remedy for the breach of this Section, but shall
                be in
                addition to all other remedies available at law or in equity.
                

            


    

    


    
      
        
        

      

      
        Purchase
          Agreement- Page 19

        
          

        

      

      
        
        

      

       

    

    Section
      5.3                Conduct of
      Business.  From the date of the execution hereof until the
      Closing Date, the Company, the Partnership and the General Partner shall operate
      the Business in the ordinary course consistent with past practices, and unless
      otherwise consented to in writing by Purchaser, Rick’s and RCI:

    


    
      	
               

            	
              (a)

            	
              None
                of the Company, the Partnership or the General Partner will authorize,
                declare, pay or effect any dividend except as is consistent with
                past
                practices of the Company, the Partnership or the General Partner,
                or
                liquidate or distribute any shares of common stock of the Company,
                partnership interest of the Partnership, membership interest of the
                General Partner, or other equity interest or undertake any direct
                or
                indirect redemption, purchase or other acquisition of any equity
                interest
                of the Company, the Partnership or the General Partner;
                

            


    

    


    
      	
               

            	
              (b)

            	
              None
                of the Company, the Partnership or the General Partner will make
                any
                changes in their condition (financial or otherwise), liabilities,
                assets,
                or business or in any of their business relationships, including
                relationships with suppliers or customers, that, when considered
                individually or in the aggre­gate, might reasonably be expected to
                have a material adverse effect on the Company, the Partnership, the
                General Partner or the Business; 

            


    

    


    
      	
               

            	
              (c)

            	
              None
                of the Company, the Partnership or the General Partner will increase
                the
                salary or other compensation payable or to become payable by the
                Company,
                the Partnership or the General Partner to any employee, or the
                declaration, payment, or commitment or obligation of any kind for
                the
                pay­ment by the Company, the Partnership or the General Partner 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, the Partnership or the General Partner;
                

            


    

    


    
      	
               

            	
              (d)

            	
              None
                of the Company, the Partnership or the General Partner will sell,
                lease,
                transfer or assign any of their assets, tangible or intangible, other
                than
                for a fair consideration in the ordinary course of business;
                

            


    

    


    
      	
               

            	
              (e)

            	
              None
                of the Company, the Partnership or the General Partner will accelerate,
                terminate, modify or cancel any agreement, contract, lease or license
                (or
                series of related agreements, contracts, leases and licenses) involving
                more than $1,000 to which the Company, the Partnership or the General
                Partner is a party; 

            


    

     

    
      
        
        

      

      
        Purchase
          Agreement- Page 20

        
          

        

      

      
        
        

      

       

    

    
      	
               

            	
              (f)

            	
              None
                of the Company, the Partnership or the General Partner will make
                any loans
                to any person or entity, or guarantee any loan, absent the consent
                of the
                Purchaser, Rick’s and/or RCI; 

            


    

    


    
      	
               

            	
              (g)

            	
              None
                of the Company, the Partnership or the General Partner will waive
                or
                release any right or claim held by the Company, the Partnership or
                the
                General Partner, absent the consent of the Purchaser, Rick’s and/or RCI;
                

            


    

    


    
      	
               

            	
              (h)

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

            


    

    


    
      	
               

            	
              (i)

            	
              None
                of the Company, the Partnership or the General Partner will issue
                any
                note, bond or other debt security or create, incur or assume, or
                guarantee
                any indebtedness for borrowed money or capitalized lease obligations;
                

            


    

    


    
      	
               

            	
              (j)

            	
              None
                of the Company, the Partnership or the General Partner will delay
                or
                postpone the payment of accounts payable and other liabilities outside
                the
                ordinary course of business; 

            


    

    


    
      	
               

            	
              (k)

            	
              Except
                as contemplated by Section 8.2(h), none of the Company, the Partnership
                or
                the General Partner will make any loan to, or enter into any other
                transaction with any of their shareholders, partners, members, directors,
                officers, and employees, outside the ordinary course of business;
                

            


    

    


    
      	
               

            	
              (l)

            	
              None
                of the Company, the Partnership or the General Partner will make
                any
                change in any method, practice, or principle of accounting involving
                the
                Company’s business, the Partnership’s business, the General Partner’s
                business, the Business, or the assets of the Partnership, the General
                Partner, the Company or the Business;


            


    

    


    
      	
               

            	
              (m)

            	
              None
                of the Company, the Partnership or the General Partner will issue,
                sell or
                otherwise dispose of any of its shares of common stock, partnership
                interests or membership interests, as applicable, 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 shares of capital stock, partnership interests or membership
                interests, as applicable; 

            


    

    


    
      	
               

            	
              (n)

            	
              None
                of the Company, the Partnership or the General Partner will reclassify,
                split up or otherwise change any of its shares of common stock,
                partnership interests or membership interests, as applicable;
                

            


    

    


    
      	
               

            	
              (o)

            	
              None
                of the Company, the Partnership or the General Partner will be a
                party to
                any merger, consolidation or other business combination; and
                

            


    

     

    
      
        
        

      

      
        Purchase
          Agreement- Page 21

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (p)

            	
              None
                of the Company, the Partnership or the General Partner will agree
                to take
                any action described in this Section 5.3.


            


    

    


    ARTICLE
      VI

    COVENANT
      OF RICK’S – SECURITIES LAW COMPLIANCE

    


    With
      a view to making available the
      benefits of certain rules and regulations of the Commission that may permit
      the
      sale of the Rick’s Shares by Piazza to the public without registration, Rick’s
      agrees to use its commercially reasonable best efforts to:

    


    
      	
               

            	
              (a)

            	
              Make
                and keep public information regarding Rick’s available, as those terms are
                understood and defined in Rule 144 under the Securities Act of 1933,
                as
                amended (the “Securities Act”), at all times from and after the Closing
                Date; 

            


    

    


    
      	
               

            	
              (b)

            	
              File
                with the Commission in a timely manner all reports and other documents
                required of Rick’s under the Securities Act and the Exchange Act at all
                times from and after the Closing Date;


            


    

    


    
      	
               

            	
              (c)

            	
              So
                long as Piazza owns any Rick’s Shares, furnish to Piazza forthwith upon
                request a copy of the most recent annual or quarterly report of Rick’s,
                and such other reports and documents so filed as Piazza may reasonably
                request, in availing himself of any rule or regulation of the Commission
                allowing Piazza to sell any of the Rick’s Shares without registration,
                including providing an appropriate legal opinion of counsel at the
                time of
                resale of the Rick’s Shares; and 

            


    

    


    
      	
               

            	
              (d)

            	
              Otherwise
                remain in compliance with all applicable securities laws, as well
                as Rule
                144 as applicable to issuer, as necessary to permit public sales
                of Rick’s
                Shares in the open market after one year from the date of issuance
                as
                contemplated by Section 1.4(a) above.


            


    

    


    ARTICLE
      VII

    CLOSING
      ADJUSTMENTS

    


    Piazza,
      the Piazza Family Partnership,
      the Purchaser, Rick’s and RCI agree that there shall be an adjustment made
      within ninety (90) days of the Closing Date to adjust for liabilities that
      exist
      of the Company, the General Partner and the Limited Partnership as of the
      Closing Date so that Piazza or the Piazza Family Partnership shall be
      responsible and liable to the Purchaser, Rick’s or RCI for the liabilities of
      the Company or the General Partner or Limited Partnership that exist as of
      the
      Closing Date, less any credit which Piazza or the Piazza Family Partnership
      would be entitled to for cash on hand, credit card receivables, pro rata portion
      of prepaid items and inventory in excess of what is required of the Company
      in
      the ordinary course of business.  The parties agree that, with respect
      to inventory of liquor, Piazza and Piazza Family Partnership shall be reimbursed
      for the amount of the liquor inventory as of Closing that exceeds
      $35,000.  Piazza and the Piazza Family Partnership on the one hand,
      and the Purchaser, Rick’s and RCI on the other hand, agree to be equally
      responsible for all legal fees and other costs incurred in obtaining approval
      of
      the transfer of Shares from the Pennsylvania Liquor Control Board.

    


    
      
        
        

      

      
        Purchase
          Agreement- Page 22

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII

    CONDITIONS
      TO CLOSING

    


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

    


    Section
      8.1               
Conditions to Closing
      of Purchaser, RCI and Rick’s.

    


    
      	
               

            	
              (a)

            	
              Representations
                and
                Warranties.  The representations and warranties of the
                Partnership, the General Partner, the Company, the Piazza Family
                Partnership and Piazza set forth in Article 3 shall be true and correct
                on
                the date hereof and on and as of the Closing Date.
                

            


    

     

    
      	
               

            	
              (b)

            	
              Covenants.  All
                covenants, agreements and conditions contained in this Agreement
                to be
                performed by the Company, the Partnership, the General Partner, the
                Piazza
                Family Partnership and Piazza on or prior to the Closing Date shall
                have
                been performed or complied with in all respects.
                

            


    

    


    
      	
               

            	
              (c)

            	
              Delivery
                of
                Certificates.  The Company, the Partnership, the General
                Partner, the Piazza Family Partnership and Piazza shall provide to
                Purchaser certificates, dated as of the Closing Date and signed by
                a
                representative of the Company and by a representatives of the Partnership
                and the General Partner, respectively, to the effect set forth in
                Section
                8.1(a) and 8.1(b) for the purpose of verifying the accuracy of such
                representations and warranties and the performance and satisfaction
                of
                such covenants and conditions, including without limitation, the
                performance and satisfaction of the condition set forth in Section
                8.1(m)
                and Section 8.2(h). 

            


    

    


    
      	
               

            	
              (d)

            	
              Resolutions.  The
                Company, the Partnership, the General Partner and the Piazza Family
                Partnership shall deliver appropriate resolutions which authorize
                the
                execution, delivery and performance of this Agreement and the documents
                referred to herein to which they are to be a party.
                

            


    

     

    
      	
               

            	
              (e)

            	
              Covenant
                Not to
                Compete.  At the time of Closing, the Shareholder and the
                Partnership Seller shall enter into a five (5) year covenant not
                to
                compete pursuant to the terms of which the Shareholder and the Partnership
                Seller will agree not to compete, either directly or indirectly,
                with the
                Company, Purchaser, Rick’s, RCI, the Business, or any affiliates of
                Purchaser, Rick’s or RCI, by operating an establishment featuring live
                female nude or semi-nude entertainment within a 20-mile radius of
                the
                Property. 

            


    

     

    
      	
               

            	
              (f)

            	
              Delivery
                of the
                Shares.  The Shareholder shall deliver or cause to be
                delivered to Purchaser certificates representing the Shares of common
                stock of the Company duly endorsed to the Purchaser or accompanied
                by duly
                executed stock powers in a form satisfactory to the Purchaser.
                

            


    

     

    
      
        
        

      

      
        Purchase
          Agreement- Page 23

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (g)

            	
              Delivery
                of
                Partnership Interest.  The Partnership Seller shall
                deliver or cause to be delivered to RCI an original executed Assignment
                Agreement for the assignment of 51% of the Partnership Interest of
                the
                Partnership duly endorsed over to RCI in a form satisfactory to the
                RCI.
                

            


    

    


    
      	
               

            	
              (h)

            	
              Delivery
                of Membership
                Interest.  The Partnership Seller shall deliver or cause
                to be delivered to RCI an original executed Assignment Agreement
                for the
                assignment of 51% of the Membership Interest of the General Partner
                duly
                endorsed over to RCI in a form satisfactory to the RCI.
                

            


    

    


    
      	
               

            	
              (i)

            	
              Related
                Transactions.  The agreements and the amendments to the
                appropriate documents, all as set forth in Section 1.5, Related
                Transactions, and the Lock-Up/Leak-Out Agreement set forth in Section
                1.4(b) shall be executed concurrently with the Closing.  The
                parties shall execute any and all documents to authorize and confirm
                any
                appointments of officers, directors or managers for the Company or
                the
                General Partner as contemplated by this Agreement or any of the Related
                Transactions. 

            


    

    


    
      	
               

            	
              (j)

            	
              Ability
                to
                Audit.  The financial statements of the Company and the
                Partnership shall be obtained and exist in such a manner as to allow
                for
                an audit of the financial records as determined by Rick’s.
                

            


    

    


    
      	
               

            	
              (k)

            	
              Necessary
                Licenses.  The Company shall have all necessary licenses,
                permits and other authorizations which may be needed to conduct topless
                entertainment at the Crazy Horse and to serve alcoholic beverages
                therein
                and all licensing authorities shall have approved the sale of the
                Shares
                and change of control, unless the Purchaser and Rick’s are satisfied that
                no prior approval is necessary. 

            


    

    


    
      	
               

            	
              (l)

            	
              Ownership
                of
                Partnership and General Partner.  As of the date of the
                execution of this Agreement, either the Shareholder or the Piazza
                Family
                Partnership shall have entered into a binding written agreement to
                acquire
                all of the Limited Partnership Interests in the Partnership and Membership
                Interest in the General Partner not owned by them (as reflected in
                Exhibit
                “A” and “B” respectively) no later than the date of Closing and, further,
                as of the date of Closing either the Shareholder or the Piazza Family
                Partnership shall own all of the Partnership Interests in the Partnership.
                

            


    

    


    
      	
               

            	
              (m)

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


            


    

    


    
      	
               

            	
              (n)

            	
              Government
                Approvals.  All authorizations, permits, consents,
                orders, licenses or approvals of, or declarations or filings with,
                or
                expiration of waiting periods imposed by, any governmental or regulatory
                entity necessary for the consummation of the transactions contemplated
                by
                this Agreement or the continuation of the Business as presently being
                conducted shall have been filed, occurred or been obtained.
                

            


    

     

    
      
        
        

      

      
        Purchase
          Agreement- Page 24

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (o)

            	
              Resignations.  All
                existing officers and directors of the Company, except Vincent Piazza,
                shall have resigned. 

            


    

    


    
      	
               

            	
              (p)

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

            


    

    


    Section
      8.2                Conditions to Closing
      of the
      Partnership, the General Partner, the Company, the Piazza Family Partnership,
      the Partnership Seller and Piazza.

    


    
      	
               

            	
              (a)

            	
              Representations,
                Warranties and Agreements.  The representations and
                warranties of Purchaser, Rick’s and RCI shall be true and correct on the
                date hereof and on and as of the Closing Date, as though made on
                and as of
                the Closing Date. 

            


    

     

    
      	
               

            	
              (b)

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

            


    

    


    
      	
               

            	
              (c)

            	
              Delivery
                of
                Certificates.  Purchaser shall provide to the Company,
                the Partnership, the Piazza Family Partnership, the Partnership Seller
                and
                Piazza certificates, dated as of the Closing Date and signed by a
                representative of the Purchaser to the effect set forth in Section
                8.2(a)
                and 8.2(b) for the purpose of verifying the accuracy of such
                representations and warranties and the performance and satisfaction
                of
                such covenants and conditions. 

            


    

    


    
      	
               

            	
              (d)

            	
              Resolutions.  Purchaser,
                Rick’s and RCI shall deliver resolutions of their respective Boards of
                Directors which authorize the execution, delivery and performance
                of this
                Agreement and the documents referred to herein to which each of them
                is to
                be a party. 

            


    

    


    
      	
               

            	
              (e)

            	
              Payment
                of Purchase
                Price.  Purchaser shall have tendered the Purchase Price
                as referenced in Section 1.3(a).  Rick’s shall have issued the
                Rick’s Shares as referenced in Section 1.3(b).


            


    

    


    
      	
               

            	
              (f)

            	
              Related
                Transactions.  The agreements and the amendments to the
                appropriate documents, all as set forth in  Section 1.5, Related
                Transactions, and the Lock-Up/Leak-Out Agreement set forth in Section
                1.4(b) shall be executed concurrently with the Closing.  The
                parties shall execute any and all documents to authorize and confirm
                any
                appointments of officers, directors or managers for the Company or
                the
                General Partner as contemplated by this Agreement or any of the Related
                Transactions. 

            


    

    


    
      	
               

            	
              (g)

            	
              Necessary
                Licenses.  The Company shall have all necessary licenses,
                permits and other authorizations which may be needed to conduct topless
                entertainment at the Crazy Horse and to serve alcoholic beverages
                therein
                and all licensing authorities shall have approved the sale of the
                Shares
                and change of control, unless Vincent Piazza and Piazza Family Partnership
                are satisfied that no prior approval is necessary.
                

            


    

     

    
      
        
        

      

      
        Purchase
          Agreement- Page 25

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (h)

            	
              Ownership
                of
                Partnership and General Partner.  As of the date of the
                execution of this Agreement, either the Shareholder or the Piazza
                Family
                Partnership shall have entered into a binding written agreement to
                acquire
                all of the Limited Partnership Interests in the Partnership and Membership
                Interest in the General Partner not owned by them ( as reflected
                in
                Exhibit “A” and “B” respectively) no later than the date of Closing and,
                further, as of the date of Closing either the Shareholder or the
                Piazza
                Family Partnership shall own all of the Partnership Interests in
                the
                Partnership. 

            


    

    


    
      	
               

            	
              (i)

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


            


    

    


    
      	
               

            	
              (j)

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

            


    

    


    
      	
               

            	
              (k)

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

            


    

     

    ARTICLE
      IX

    INDEMNIFICATION

    


    Section
      9.1               Indemnification
      from the
      Piazza Family Partnership and Piazza.  The Piazza Family
      Partnership and Piazza hereby agree to and shall indemnify, defend (with legal
      counsel reasonably acceptable to Purchaser, Rick’s and/or RCI), and hold
      Purchase, Rick’s, RCI, or any of their respective officers, directors,
      shareholders, employees, affiliates, parent, agents, legal counsel, successors
      and assigns (collectively, the "Purchaser 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 or all of the Purchaser
      Group arising from: (a) any misrepresentation or omission by, or breach of
      any
      covenant or warranty of the Company, the Partnership, the General Partner,
      the
      Piazza Family Partnership or Piazza contained in this Agreement, or any exhibit,
      certificate, or other agreement or instrument furnished or to be furnished
      by
      the Company, the Partnership, the General Partner, the Piazza Family Partnership
      or Piazza hereunder; (b) any nonfulfillment of any agreement on the part of
      Company, the Partnership, the General Partner, the Piazza Family Partnership
      or
      Piazza under this Agreement or any other agreement entered into in connection
      with the transactions contemplated hereunder;  (c) from any liability
      or obligation due to any third party by the Company, the Partnership, or the
      General Partner incurred prior to the Closing Date; or (d) any suit, action,
      proceeding, claim or investigation against any member of the Purchaser’s Group
      which arises from or which is based upon or pertaining to the conduct of the
      Company, the Partnership, the General Partner, the Piazza Family Partnership
      or
      Piazza, or the operation or liabilities of the Business prior to the Closing
      Date.

    


    
      
        
        

      

      
        Purchase
          Agreement- Page 26

        
          

        

      

      
        
        

      

    

     

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

    


    Section
      9.3                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
      or
      prejudice, caused by such failure.  After such notice, the
      indemnifying party shall be entitled, if it so elects, to take control of the
      defense and investigation of such lawsuit or action and to employ and engage
      attorneys of its own choice to handle and defend the same, at the indemnifying
      party's cost, risk and expense; and such indemnified party shall cooperate
      in
      all reasonable respects, at its cost, risk and expense, with the indemnifying
      party and such attorneys in the investigation, trial and defense of such lawsuit
      or action and any 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
      9.4                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.

    


    
      
        
        

      

      
        Purchase
          Agreement- Page 27

        
          

        

      

      
        
        

      

    

     

    Section
      9.5                Survival of Representations,
      Warranties and Covenants.  The respective representations,
      warranties, covenants and indemnities given by the parties to each other
      pursuant to this Agreement shall survive the Closing for a period ending
      twenty-four (24) months from the Closing Date hereof (“Survival Date”),
      except for the Covenant set forth in Article VI which shall survive the Closing
      for a period of 52 months from the Closing Date or until such earlier date
      that
      Piazza no longer owns any of the Rick’s Shares.  Notwithstanding
      anything to the contrary contained herein, no claim for indemnification may
      be
      made against the party required to indemnify (the “Indemnitor”) under
      this Agreement unless the party entitled to indemnification (the “Indemnitee”) shall
      have given the Indemnitor written notice of such claim as provided herein on
      or
      before the Survival Date.  Any claim for which notice has been given
      prior to the expiration of the Survival Date shall not be barred
      hereunder.

    


    Section
      9.6                Limitations on
      Indemnification Amounts.

    


    (a)           
      Notwithstanding anything in this Agreement to the contrary, no indemnification
      payment shall be made to the Purchaser Group until the amounts which the
      Purchaser Group would otherwise be entitled to receive as indemnification under
      this Agreement aggregate at least $10,000.00 (the “Purchaser Indemnification
      Threshold”), at which time the Purchaser Group shall be indemnified dollar for
      dollar for the entire amount of indemnification to which it would be entitled,
      including the $10,000 not previously paid.

    


    (b)           
      Notwithstanding anything in this Agreement to the contrary, no indemnification
      payment shall be made to the Seller’s Group until the amounts which the Seller’s
      Group would otherwise be entitled to receive as indemnification under this
      Agreement aggregate at least $10,000.00 (the “Seller’s  Indemnification
      Threshold”), at which time the Seller’s Group shall be indemnified dollar
      for dollar for the entire amount of indemnification to which it would be
      entitled, including the $10,000 not previously paid.

     

    ARTICLE
      X

    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;


            


    

     

    
      
        	
                 

              	
                (ii)

              	All of the parties mutually agree in writing to
                terminate
                this Agreement; or


      

       

    

    
      	
               

            	
              (iii)

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

            


    

     

    
      
        
        

      

      
        Purchase
          Agreement- Page 28

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XI

    MISCELLANEOUS

    


    Section
      11.1              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
      11.2              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 Company:

            	
              The
                End Zone, Inc.

            	 
	 	 	 	
              Attn:  Vincent
                Piazza, President

            	 
	 	 	 	
              401
                S. Schuylkill Avenue

            	 
	 	 	 	
              Norristown,
                PA  19403

            	 
	 	 	 	
              Fax:  610
                630 9877

            	 
	 	 	 	 	 
	 	 	
              with
                a copy to:

            	
              Stuart
                N. Cohen

            	 
	 	 	 	
              Butera,
                Beausang, Cohen & Brennan

            	 
	 	 	 	
              630
                Freedom Business Center, Suite 212

            	 
	 	 	 	
              King
                of Prussia, PA  19406

            	 
	 	 	 	
              Fax:  610
                265 7205

            	 
	 	 	 	 	 
	 	
              (b)

            	
              if
                to the Partnership:

            	
              TEZ
                Real Estate LP

            	 
	 	 	 	
              Attn:  Vincent
                Piazza, Limited Partner

            	 
	 	 	 	
              401
                S. Schuylkill Avenue

            	 
	 	 	 	
              Norristown,
                PA  19403

            	 
	 	 	 	
              Fax:  610
                630 9877

            	 
	 	 	 	 	 
	 	 	
              with
                a copy to:

            	
              Stuart
                N. Cohen

            	 
	 	 	 	
              Butera,
                Beausang, Cohen & Brennan

            	 
	 	 	 	
              630
                Freedom Business Center, Suite 212

            	 
	 	 	 	
              King
                of Prussia, PA  19406

            	 
	 	 	 	
              Fax:  610
                265 7205

            	 


    

     

    
      
        
        

      

      
        Purchase
          Agreement- Page 29

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (c)

            	
              if
                to the General Partner:

            	
              TEZ
                Management LLC

            	 
	 	 	 	
              Attn:  Vincent
                Piazza, Manager

            	 
	 	 	 	
              401
                S. Schuylkill Avenue

            	 
	 	 	 	
              Norristown,
                PA  19403

            	 
	 	 	 	
              Fax:  610
                630 9877

            	 
	 	 	 	 	 
	 	 	
              with
                a copy to:

            	
              Stuart
                N. Cohen

            	 
	 	 	 	
              Butera,
                Beausang, Cohen & Brennan

            	 
	 	 	 	
              630
                Freedom Business Center, Suite 212

            	 
	 	 	 	
              King
                of Prussia, PA  19406

            	 
	 	 	 	
              Fax:  610
                265 7205

            	 
	 	 	 	 	 
	 	
              (d)

            	
              if
                to the Piazza

            	
              Piazza
                Family Limited Partnership

            	 
	 	 	
              Family
                Partnership:

            	
              Attn:
                Vincent Piazza, General Partner

            	 
	 	 	 	
              401
                S. Schuylkill Avenue

            	 
	 	 	 	
              Norristown,
                PA  19403

            	 
	 	 	 	
              Fax:  610
                630 9877

            	 
	 	 	 	 	 
	 	 	
              with
                a copy to:

            	
              Stuart
                N. Cohen

            	 
	 	 	 	
              Butera,
                Beausang, Cohen & Brennan

            	 
	 	 	 	
              630
                Freedom Business Center, Suite 212

            	 
	 	 	 	
              King
                of Prussia, PA  19406

            	 
	 	 	 	
              Fax:  610
                265 7205

            	 
	 	 	 	 	 
	 	
              (e)

            	
              if
                to Piazza:

            	
              Mr.
                Vincent Piazza

            	 
	 	 	 	
              401
                S. Schuylkill Avenue

            	 
	 	 	 	
              Norristown,
                PA  19403

            	 
	 	 	 	
              Fax:  610
                630 9877

            	 
	 	 	 	 	 
	 	 	
              with
                a copy to:

            	
              Stuart
                N. Cohen

            	 
	 	 	 	
              Butera,
                Beausang, Cohen & Brennan

            	 
	 	 	 	
              630
                Freedom Business Center, Suite 212

            	 
	 	 	 	
              King
                of Prussia, PA  19406

            	 
	 	 	 	
              Fax:  610
                265 7205

            	 
	 	 	 	 	 
	 	
               (f)

            	
              if
                to Purchaser

            	
              RCI
                Entertainment (Philadelphia), Inc.

            	 
	 	 	 	
              Attn:  Eric
                Langan, President

            	 
	 	 	 	
              10959
                Cutten Road

            	 
	 	 	 	
              Houston,
                Texas  77066

            	 
	 	 	 	
              Fax:  281
                397 6765

            	 
	 	 	 	 	 
	 	 	
              with
                a copy to:

            	
              Robert
                D. Axelrod

            	 
	 	 	 	
              Axelrod
                Smith & Kirshbaum

            	 
	 	 	 	
              5300
                Memorial Drive, Suite 700

            	 
	 	 	 	
              Houston,
                Texas  77007

            	 
	 	 	 	
              Fax:  713
                552 0202

            	 


    

     

    
      
        
        

      

      
        Purchase
          Agreement- Page 30

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              if
                to Rick’s or RCI:

            	
              Rick’s
                Cabaret International, Inc.

            	 
	 	 	 	
              Attn:  Eric
                Langan, President

            	 
	 	 	 	
              10959
                Cutten Road

            	 
	 	 	 	
              Houston,
                Texas  77066

            	 
	 	 	 	
              Fax:  281
                397 6765

            	 
	 	 	 	 	 
	 	 	
              with
                a copy to:

            	
              Robert
                D. Axelrod

            	 
	 	 	 	
              Axelrod
                Smith & Kirshbaum

            	 
	 	 	 	
              5300
                Memorial Drive, Suite 700

            	 
	 	 	 	
              Houston,
                Texas  77007

            	 
	 	 	 	
              Fax:  713
                552 0202

            	 


    

    


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

    


    Section
      11.3              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
      11.4              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.

    


    Section
      11.5             Entire
      Agreement.  This Agreement and the other documents delivered
      pursuant hereto constitute the full and entire understanding and agreement
      between the parties with regard to the subject matter hereof and thereof and
      supersede and cancel all prior representations, alleged warranties, statements,
      negotiations, undertakings, letters, acceptances, understandings, contracts
      and
      communications, whether verbal or written among the parties hereto and thereto
      or their respective agents with respect to or in connection with the subject
      matter hereof.

    


    Section
      11.6             
Jurisdiction.  This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the Commonwealth of Pennsylvania, without regard to principles of conflict
      of
      laws.

    


    Section
      11.7            
 Execution.  This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart.  In the event that any signature is delivered by
      facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
      signature shall create a valid and binding obligation of the party executing
      (or
      on whose behalf such signature is executed) with the same force and effect
      as if
      such facsimile or “.pdf” signature page were an original thereof.

    


    
      
        
        

      

      
        Purchase
          Agreement- Page 31

        
          

        

      

      
        
        

      

    

     

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

    


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

    


    Section
      11.10            No Third-Party
      Beneficiaries.  Nothing in this Agreement will confer any third
      party beneficiary or other rights upon any person or any entity that is not
      a
      party to this Agreement.

    


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

    


    Section
      11.12            Further
      Assurances.  Each party covenants that at any time, and from
      time to time, after the Closing Date, it will execute such additional
      instruments and take such actions as may be reasonably be requested by the
      other
      parties to confirm or perfect or otherwise to carry out the intent and purposes
      of this Agreement.  In connection with Pennsylvania Liquor Control
      Board approval of the transfer of Shares, the parties shall cooperate as
      necessary, including providing all necessary information, documentation and
      signed Liquor Control Board forms as promptly as reasonably
      possible.

    


    Section
      11.13            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.

    


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

    


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

    


    
      
        
        

      

      
        Purchase
          Agreement- Page 32

        
          

        

      

      
        
        

      

       

    

    [SIGNATURES
      APPEAR ON THE FOLLOWING PAGE.]

     

    
      
        
        

      

      
        Purchase
          Agreement- Page 33

        
          

        

      

      
        
        

      

       

    

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

    


    
      
        	 	
                THE
                  END ZONE, INC.

              
	 	
                /s/
                  Vincent Piazza

              
	 	
                By:

              	
                Vincent
                  Piazza, President

              
	 	
                Attest:

              	
                /s/
                  Vincent Piazza

              
	 	 	
                Vincent
                  Piazza, Secretary

              
	 	 	 
	 	
                TEZ
                  REAL ESTATE, L.P.

              
	 	
                By:

              	
                TEZ
                  Management, LLC, its General Partner

              
	 	
                /s/
                  Vincent Piazza

              
	 	
                By:

              	
                Vincent
                  Piazza, Manager

              
	 	 	 
	 	
                TEZ
                  MANAGEMENT, LLC

              
	 	
                /s/
                  Vincent Piazza

              
	 	
                By:

              	
                Vincent
                  Piazza, Manager

              
	 	 	 
	 	
                THE
                  PIAZZA FAMILY PARTNERSHIP

              
	 	
                /s/
                  Vincent Piazza

              
	 	
                By:

              	
                Vincent
                  Piazza, General Partner

              
	 	 	 
	 	
                /s/
                  Vincent Piazza

              
	 	
                VINCENT
                  PIAZZA,
                  Individually

              
	 	 	 
	 	
                RCI
                  ENTERTAINMENT (PHILADELPHIA), INC.

              
	 	
                /s/
                  Eric Langan

              
	 	
                By:

              	
                Eric
                  Langan, President

              
	 	
                Attest:

              	
                /s/
                  Eric Langan

              
	 	 	
                Eric
                  Lagan, Secretary

              
	 	 	 
	 	
                RICK’S
                  CABARET INTERNATIONAL, INC.

              
	 	
                /s/
                  Eric Langan

              
	 	
                By:

              	
                Eric
                  Langan, President

              
	 	
                Attest:

              	
                /s/
                  Travis Reese

              
	 	 	
                Travis
                  Reese, Secretary

              
	 	 	 
	 	
                RCI
                  HOLDINGS, INC.

              
	 	
                /s/
                  Eric Langan

              
	 	
                By:

              	
                Eric
                  Langan, President

              
	 	
                Attest:

              	
                /s/
                  Eric Langan

              
	 	 	
                Eric
                  Langan, Secretary

              


      

    

     

     

    Purchase Agreement- Page
      34