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


     This  Stock  Purchase  Agreement (the "Agreement") is made and entered into
this  31st day of March,  2005, by and among Rick's Cabaret International, Inc.,
a  Texas  corporation  (the  "Company"  or "Seller"), and MBG Acquisition LLC, a
Delaware  limited  liability  company  (the  "Buyer").

     WHEREAS,  Seller  owns  1000  shares  of  common stock, $.01 par value (the
"Shares")  of  RCI  Entertainment  (Houston),  Inc.,  a  Texas corporation ("RCI
Houston"),  which  Shares  represent  all  of the shares of capital stock of RCI
Houston  presently  issued  and  outstanding;  and

     WHEREAS,  RCI Houston owns and operates an adult entertainment cabaret (the
"Business")  known  as  Rick's  Cabaret  ("Rick's  South") located at 15301 Gulf
Freeway,  Houston,  Texas  77034  (the  "Premises").

     WHEREAS,  Seller  desires to sell the Shares of RCI Houston to Buyer on the
terms  and  conditions  set  forth  herein;  and

     WHEREAS, Buyer desires to purchase the Shares of RCI Houston from Seller on
the  terms  and  conditions  set  forth  herein.

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


                                    ARTICLE I
                         PURCHASE AND SALE OF THE SHARES

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

     Section 1.2     Purchase Price.  As consideration for the purchase of the
                     --------------
Shares,  Buyer  shall  pay  to Seller the total consideration of $550,000, which
amount  shall  include  all  of  the sums or "earnest money" deposits previously
deposited  by  Buyer  with  the Seller to secure performance by the Buyer of its
obligations  under  this  Agreement (the "Purchase Price"), payable to Seller by
cashier's check, certified funds or wire transfer at the Closing (as hereinafter
defined).


                                   ARTICLE II
                                     CLOSING


                        Stock Purchase Agreement - Page 1
<PAGE>
     Section  2.1     The Closing.  The closing of the transactions provided for
                      -----------
in  this  Agreement  shall  take place on or before March 31, 2005 (the "Closing
Date"),  at  the law offices of Axelrod, Smith & Kirshbaum, 5300 Memorial Drive,
Suite  700, Houston, Texas 77007, or at such other time and place as agreed upon
among  the  parties  hereto  (the  "Closing").

     Section  2.2     Actions  at  the  Closing.  At  the  Closing:
                      -------------------------

               (a)  the  Buyer  shall  deliver  to  the  Seller  and/or  the
                    Company  the various certificates, instruments and documents
                    (and shall take the required actions) referred to in Section
                    5 below;

               (b)  the  Seller  shall  deliver  to  the  Buyer  the  various
                    certificates,  instruments and documents (and shall take the
                    required actions) referred to in Section 5 below;

               (c)  the  Seller  shall  deliver  or  cause  to  be  delivered to
                    Buyer  originally  issued  stock  certificates  representing
                    1,000  shares  of  common stock of RCI Houston duly endorsed
                    over to the Buyer in a form satisfactory to the Buyer; and

               (d)  the  payment  by  Buyer  of  the  unpaid  balance  of  the
                    Purchase  Price  by  cashier's check or wire transfer to the
                    Seller.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                                    OF SELLER

     Seller  hereby  represents  and  warrants  to  the  Buyer  as  follows:

     Section  3.1.     Organization,  Good  Standing  and  Qualification.
                       --------------------------------------------------

     (a)     RCI  Houston  (i) is an entity duly organized, validly existing and
in  good  standing  under the laws of the state of Texas, (ii) has all requisite
power and authority to own, operate and lease its properties and to carry on its
business,  and  (iii)  is  duly  qualified  to  transact business and is in good
standing  in  all  jurisdictions  where  its  ownership,  lease  or operation of
property  or  the  conduct  of  its business requires such qualification, except
where the failure to do so would not have a material adverse effect to Seller or
RCI  Houston,  respectively.  Exhibit 3.1 sets forth each jurisdiction where the
Company  is  so  qualified  or  licensed  to  do  business.

     (b)     The  authorized  capital  stock  of  RCI  Houston consists of 1,000
shares of common stock, $.01 par value, of which 1,000 shares are validly issued
and outstanding. There are no shares of preferred stock authorized or issued and
there  is  no  other class of capital stock authorized or issued by RCI Houston.
All  of  the  issued  and  outstanding shares of common stock of RCI Houston are
owned  by  Seller  and  are  fully  paid and non-assessable.  None of the shares
issued are in violation of any preemptive rights.  RCI Houston has no obligation
to repurchase, reacquire, or redeem any of its outstanding capital stock.  There
are  no  outstanding  securities  convertible  into  or  evidencing the right to
purchase  or subscribe for any shares of capital stock of RCI Houston, there are
no


                        Stock Purchase Agreement - Page 2
<PAGE>
outstanding  or  authorized  options,  warrants,  calls,  subscriptions, rights,
commitments  or  any other agreements of any character obligating RCI Houston to
issue  any  shares  of  its  capital stock or any securities convertible into or
evidencing  the right to purchase or subscribe for any shares of such stock, and
there  are  no  agreements  or  understandings with respect to the voting, sale,
transfer  or  registration  of  any  shares  of  capital  stock  of RCI Houston.

     Section  3.2     Ownership of the Shares.  Seller owns, beneficially and of
                      -----------------------
record,  all  of  the Shares of RCI Houston free and clear of any liens, claims,
equities,  charges,  options,  rights of first refusal, or encumbrances.  Seller
has  the  unrestricted  right  and  power  to  transfer, convey and deliver full
ownership of the Shares without the consent or agreement of any other person and
without  any designation, declaration or filing with any governmental authority.
Upon  the  transfer  of  the  Shares to Buyer as contemplated herein, Buyer 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  3.3     Authorization.  The  Seller  has  all  requisite corporate
                      -------------
power  and  authority  to  execute and deliver this Agreement and to perform its
obligations  hereunder  and  to consummate the transactions contemplated hereby.
All  action  on  the  part of Seller necessary for the authorization, execution,
delivery  and performance of this Agreement have been taken by the Seller.  This
Agreement,  when  duly executed and delivered in accordance with its terms, will
constitute legal, valid and binding obligations of Seller enforceable against it
in  accordance  with  its  terms,  except  as  may  be  limited  by  bankruptcy,
insolvency,  reorganization  and  other  similar  laws  of  general  application
affecting  creditors'  rights  generally  or  by  general  equitable principles.

     Section  3.4     Consents.  No  consent  of,  approval  by,  order  or
                      --------
authorization  of,  or  registration, declaration or filing by the Seller or RCI
Houston  with  any  court  or any governmental or regulatory agency or authority
having jurisdiction over the Seller or any of its property or assets is required
on the part of the Seller or RCI Houston (a) in connection with the consummation
of  the transactions contemplated by this Agreement or (b) as a condition to the
legality,  validity  or enforceability as against the Company of this Agreement,
excluding  any  registration,  declaration or filing the failure to effect which
would  not  have  a  material  adverse  effect on the financial condition of RCI
Houston.  Except for the landlord's consent, no consent or approval of any other
third  party  is  required  in  connection  with  the  execution,  delivery  and
performance  by  the  Seller  of  this  Agreement.

     Section  3.5     Litigation.  Except  as set forth in Exhibit 3.5, there is
                      ----------
no  claim,  suit,  arbitration,  investigation,  judgment,  action  or  other
proceeding,  whether  judicial,  administrative or otherwise, now pending or, to
the  best  of  Seller's  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 RCI
Houston  or  the transfer by Seller to Buyer of the Shares under this Agreement.

     Section  3.6     Taxes.  RCI  Houston  has  timely and accurately filed all
                      -----
federal,  state,  foreign and local tax returns and reports required to be filed
prior to such dates and have timely paid all taxes shown on such returns as owed
for  the  periods  of such returns, including all sales taxes and withholding or
other payroll related taxes shown on such returns and any taxes required to have
been


                        Stock Purchase Agreement - Page 3
<PAGE>
withheld  and  paid  in  connection  with amounts paid or owing to any employee,
creditor or independent contractor.  RCI Houston has made adequate provision for
the  payment  of  all  taxes  accruable  for all periods ending on or before the
Closing  Date  to  any taxing authority and are not delinquent in the payment of
any  tax  or  governmental  charge  of any nature.  No assessments or notices of
deficiency  or  other  communications  have  been  received  by RCI Houston 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.  RCI Houston does not have knowledge of
any  actions  by  any  taxing  authority in connection with assessing additional
taxes  against or in respect of it for any past period.  There are no agreements
between RCI Houston and any taxing authority waiving or extending any statute of
limitations  with  respect  to  any  tax  return.

     Section  3.7     Financial  Statements.  Seller  has delivered to Buyer the
                      ---------------------
unaudited balance sheet of RCI Houston as of September 30, 2003 and 2004 and the
unaudited  balance  sheet for the quarter ended December 31, 2004, together with
the  related  unaudited  statements  of  income,  for the year, or quarter, then
ended,  for  RCI  Houston  (collectively,  the  "Financial  Statements").  Such
Financial  Statements,  are  in  accordance  with  the  books and records of RCI
Houston  and  fairly  represent  the  financial  position of RCI Houston and the
results  of  operations  of  RCI  Houston  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, RCI Houston, as of
the date of the Financial Statements, has no material liability or obligation of
any  nature,  whether  absolute,  accrued,  continued  or  otherwise,  not fully
reflected  or  reserved  against in the Financial Statements.  As of the Closing
Date,  Seller  represents  there  have  been no adverse changes in the financial
condition  or other operations, business, properties or assets of RCI Houston in
excess  of $50,000 from that reflected in the latest financial statements of RCI
Houston  as  furnished  pursuant  to  this  Agreement.

     Section  3.8     Labor  Matters.  RCI  Houston  is not a party or otherwise
                      --------------
subject  to  any  collective  bargaining  agreement  with  any  labor  union  or
association.  RCI  Houston  is  not  a  party  to  any written or oral contract,
agreement  or  understanding  for  the  employment  of  any officer, director or
employee  of  RCI  Houston.  RCI  Houston is not a party to any employee benefit
plans (as defined in Section 3(3) of the Employee Retirement Income Security Act
of  1974,  as amended) or any other fringe or employee benefit plan, programs or
arrangements.

     Section  3.9     Compliance with Laws; Permits.  (a) Except as set forth in
                      -----------------------------
Exhibit  3.9(a),  RCI  Houston is, and at all times prior to the date hereof has
been,  to  the  best  of its knowledge, in compliance with all statutes, orders,
rules,  ordinances and regulations applicable to it or to the ownership of their
assets  or  the  operation  of  their  businesses,  except for failures to be in
compliance  that  would  not  have  a  material  adverse effect on the business,
properties  or condition (financial or otherwise) of RCI Houston.  (b) Except as
set forth in Exhibit 3.9(b), RCI Houston owns, holds, possesses or lawfully uses
in  the  operation  of  its  business  all permits and licenses which are in any
manner  necessary for it to conduct its business as now or previously conducted.
All  such  permits  and  licenses  are  listed  and described on Exhibit 3.9(b).

     Section  3.10     No  Conflicts.  Except  as  listed  on  Exhibit 3.10, the
                       -------------
execution  and  delivery  by  the  Company  of  this Agreement does not, and the
performance  and  consummation  by  the  Company


                        Stock Purchase Agreement - Page 4
<PAGE>
of  the transactions contemplated hereby will not (i) conflict with the articles
of  incorporation or bylaws of the Company or RCI Houston; (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  RCI Houston is a party or by which RCI Houston's assets or properties are
bound;  (iii)  result in the creation of any encumbrance on any of the assets or
properties  of  RCI  Houston; or (iv) violate any law, rule, regulation or order
applicable  to  RCI  Houston  or  any  of  RCI  Houston's  assets or properties.

     Section  3.11     Title  to Properties; Encumbrances.  RCI Houston has 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  RCI  Houston,  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  RCI  Houston,  (ii) any and all intellectual property
rights  of  the  Seller,  including  but  not limited to any and all copyrights,
trademarks,  tradenames,  tradedress, servicemarks, slogans, logos, corporate or
partnership names (and any existing or possible combination or derivation of any
or  all of the same) associated with or used in connection with the operation or
business  of  Rick's Cabaret International, Inc., which may have been previously
used  by  RCI Houston, for which RCI Houston has no rights (iii) statutory liens
not  yet  delinquent,  and  (iv)  such  liens  consisting  of zoning or planning
restrictions,  imperfections  of  title,  easements,  pledges,  charges  and
encumbrances,  if any, as do not materially detract from the value or materially
interfere  with  the  present  use  of the property or assets subject thereto or
affected  thereby.  RCI  Houston  does  not  own  any  real  property.

     Section  3.12     No  Pending  Transactions.  Except  for  the transactions
                       -------------------------
contemplated  by this Agreement, neither Seller nor RCI Houston 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 RCI Houston, (ii) the sale of any of the
assets  of  RCI  Houston except in the ordinary course of business, or (iii) the
sale  of  any  outstanding  capital  stock  of  RCI  Houston.

     Section 3.13     Contracts and Leases.  Except as disclosed in Exhibit
                      --------------------
3.13,  RCI Houston (i) has no leases of personal property relating to the assets
of  the  Company,  whether as lessor or lessee; (ii) has no contractual or other
obligations  relating to the assets of the Company, whether written or oral; and
(iii)  has not given any power of attorney to any person or organization for any
purpose  relating  to  the  assets of the Company. Other than as contemplated by
this  Agreement,  as of the Closing Date, there will not be any lease agreements
for  the  Premises where Rick's South is located. RCI Houston has provided Buyer
with  a  copy  of  each  and  every  material  contract, lease or other document
relating  to  the  assets  of  RCI  Houston. All such contracts, leases or other
documents  are  valid  and in full force and effect according to their terms and
constitutes  a  legal, valid and binding obligation of RCI Houston and the other
respective  parties  thereto and are enforceable in accordance with their terms.
Seller has no knowledge of any default or breach under such contracts, leases or
other documents or of any pending or threatened claims under any such contracts,
leases  or  other  documents.


                        Stock Purchase Agreement - Page 5
<PAGE>
     Section 3.14     Material Agreements; Action  There are no material
                      ---------------------------
contracts, agreements, commitments, understandings or proposed transactions,
whether written or oral, to which RCI Houston is a party or by which it is bound
that involve or relate to:  (i) any of the respective officers, directors,
stockholders or partners of RCI Houston; (ii) the sale of any of the assets of
RCI Houston other than in the ordinary course of business; (iii) the acquisition
by RCI Houston of any operating business or the capital stock of any other
Person; or (iv) the borrowing of money.

     Section  3.15     No  Default.  RCI  Houston is not (a) in violation of any
                       -----------
provision of its articles of incorporation or bylaws or (b) in default under any
term  or  condition  of  (i) any instrument evidencing, creating or securing any
indebtedness  of  RCI  Houston,  and  there  has been no default in any material
obligation  to  be  performed  by  RCI  Houston 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 RCI Houston waived any material
right  under  any  such contract, lease, agreement, commitment or undertaking or
(ii) except as set forth in Exhibit 3.15, any judicial or governmental decree or
order  applicable  to  RCI  Houston.

     Section  3.16     Books  and  Records.  The books of account, minute books,
                       -------------------
stock  record  books  and other records of RCI Houston are accurate and complete
and  have  been  maintained  in  accordance  with  sound  business  practices.

     Section  3.17     Insurance Policies.  Copies  of  all  insurance policies
                       -----------------
maintained  by  RCI  Houston relating to the operation of Rick's South have been
delivered  to  Buyer.  The policies of insurance held by RCI Houston are in such
amounts,  and  insure  against  such losses and risks, as RCI Houston reasonably
deems  appropriate for its property and business operations.  All such insurance
policies  are  in  full force and effect, and all premiums due thereon have been
paid.  Valid  policies  for such insurance will be outstanding and duly in force
at  all  times  prior  to  the  Closing.

     Section  3.18      Disclosure.  No  representation  or  warranty  of Seller
                        ----------
contained  in this Agreement (including the exhibits hereto) contains any untrue
statement  or  omits  to  state  a  material fact necessary in order to make the
statements  contained  herein  or  therein,  in light of the circumstances under
which  they  were  made,  not  misleading.

     Section  3.19     Brokerage  Commission.  No broker or finder has acted for
                       ---------------------
the Seller, or RCI Houston 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  Seller  or  RCI  Houston.

     Section 3.20     Environmental.  RCI Houston has not 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  Property.

     Section 3.21     Banks and Brokerage Accounts.  Exhibit 3.21 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 RCI
Houston  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


                        Stock Purchase Agreement - Page 6
<PAGE>
and  the  names  of  the respective officers, employees, agents or other similar
representatives  of  RCI  Houston  having  signatory power with respect thereto.

     Section  3.22     Intellectual  Property.  Neither  RCI  Houston  nor  the
                       ----------------------
conduct  of  the Business as heretofore or presently conducted up to the Closing
Date  by  the  Seller  infringes or misappropriates any Proprietary Right of any
third  party,  violates  the  privacy rights of any third party, or breaches any
license  or  other  agreement  a  Seller  has  with  any  third  party.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                                    OF BUYER

     Buyer  hereby  represents  and  warrants  to  Seller  as  follows:

     Section  4.1     Organization,  Good Standing and Qualification.  Buyer (i)
                      -----------------------------------------------
is  an  entity  duly  organized, validly existing and in good standing under the
laws  of  the  state  of Delaware, (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 Buyer.

     Section  4.2     Authorization.  Buyer  is a limited liability company duly
                      -------------
organized  in  the state of Delaware and has full power, capacity, and authority
to  enter  into  this Agreement and perform the obligations contemplated hereby.
All  action  on  the  part  of Buyer necessary for the authorization, execution,
delivery  and  performance  of  this  Agreement by it has been taken and will be
taken.  This  Agreement, when duly executed and delivered in accordance with its
terms,  will  constitute  legal,  valid,  and  binding  obligations  of  Buyer
enforceable against Buyer 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 Buyer in connection with
the  execution  and  delivery by Buyer 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     No  Rights  to  Intellectual  Property  of  Seller.  Buyer
                      --------------------------------------------------
acknowledges and represents that by the purchase of RCI Houston that it will not
acquire  and it will not have any right, title or interest in and to any and all
intellectual  property  of  the Seller, including but not limited to any and all
copyrights,  trademarks,  tradenames,  tradedress, servicemarks, slogans, logos,
corporate  or  partnership  names  (and  any existing or possible combination or
derivation of any or all of the same) associated with or used in connection with
the  operation or business of Rick's Cabaret International, Inc., which may have
been  previously  used  by  RCI Houston for which RCI Houston has no rights and,
further,  represents  that  it  will  cease  using  the  name  Rick's  Cabaret
International,  Inc.  or  any  derivative  thereof immediately subsequent to the
Closing.


                        Stock Purchase Agreement - Page 7
<PAGE>
     Section  4.5      Disclosure.  No  representation  or  warranty  of  Buyer
                       ----------
contained  in this Agreement (including the exhibits hereto) contains any untrue
statement  or  omits  to  state  a  material fact necessary in order to make the
statements  contained  herein  or  therein,  in light of the circumstances under
which  they  were  made,  not  misleading.

     Section  4.6     Brokerage  Commission.  No  broker or finder has acted for
                      ---------------------
the  Buyer  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  Buyer.

                                    ARTICLE V
                              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  5.1     Conditions  to  Obligations  of  Buyer.
                      --------------------------------------

          (a)     Representations  and  Warranties  of  the  Seller.  The
                  -------------------------------------------------
representations  and  warranties of RCI Houston and the Seller 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)     Resolutions.  Seller  shall deliver resolutions of the Seller,
                  -----------
which  authorize  the  execution, delivery and performance of this Agreement and
the  documents referred to herein to which it is or is to be a party dated as of
the  Closing  Date.

          (c)     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.

          (d)     Satisfactory  Diligence.  Buyer  shall  have concluded its due
                  -----------------------
diligence  investigation  of  RCI  Houston and its assets and properties and all
other  matters related to the foregoing, and shall be satisfied, in its absolute
and  sole  discretion,  with  the  results  thereof.

          (e)     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.

          (f)     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  entity  necessary for the
consummation  of the transactions contemplated by this Agreement shall have been
filed,  occurred  or  been  obtained.

          (g)     Landlord  Consent.  The Landlord of the Premises shall consent
                  -----------------
in  writing  to  the transfer of the Shares to the Buyer at the time of Closing.

     Section  5.2     Conditions  to  Obligations  of RCI Houston and the Seller
                      ----------------------------------------------------------


                        Stock Purchase Agreement - Page 8
<PAGE>
          (a)     Representations,  Warranties  and  Agreements  of Buyers.  The
                  --------------------------------------------------------
representations  and  warranties  of Buyer 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)     Resolutions.  Buyer  shall  deliver  resolutions of the Buyer,
                  -----------
which  authorize  the  execution, delivery and performance of this Agreement and
the  documents referred to herein to which it is or is to be a party dated as of
the  Closing  Date.

          (c)     Resignation of Officer.  Eric Langan shall have resigned as an
                  ----------------------
officer  and  director  of  RCI  Houston.

          (d)     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.

          (e)     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.

          (f)     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.

          (g)     Landlord  Consent.  The Landlord of the Premises shall consent
                  -----------------
in  writing  to  the transfer of the Shares to the Buyer at the time of Closing.


                                   ARTICLE VI
                                 INDEMNIFICATION

     Section  6.1     Indemnification  from Seller.  Seller hereby agrees to and
                      ----------------------------
shall indemnify, defend (with legal counsel reasonably acceptable to Buyer), and
hold  Buyer,  its  officers,  directors,  employees,  affiliates,  agents, legal
counsel successors and assigns (collectively, the "Buyer 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) (collectively, "Indemnifiable Loss" or "Indemnifiable
Losses")  suffered  or  incurred by any of the Buyer Group arising from: (a) any
material misrepresentation by, or material breach of any covenant or warranty of
Seller  contained  in  this  Agreement,  or  any  exhibit, certificate, or other
instrument  furnished  or  to  be  furnished  by  Seller  hereunder;  (b)  any
nonfulfillment  of  any  material  agreement  on  the  part of Seller under this
Agreement;  or  (c) any suit, action, proceeding, claim or investigation against
Buyer which arises from or which is based upon or pertaining to Seller's conduct
or  the  operation  or  liabilities  of the business of RCI Houston prior to the
Closing Date (including expenses and liabilities incurred in the ordinary course
of  business,  regardless to whether such expenses or liabilities are accrued on
the  Financial  Statements).


                        Stock Purchase Agreement - Page 9
<PAGE>
     Section  6.2     Indemnification  from  Buyer.  Buyer  agrees  to and shall
                      ----------------------------
indemnify,  defend (with legal counsel reasonably acceptable to Seller) and hold
Seller,  its  officers, directors, employees, agents, affiliates, legal counsel,
successors  and  assigns  (collectively,  the  "Seller's Group") harmless at all
times  after  the  date  of  the Agreement from and against any and all actions,
suits, claims, demands, debts, liabilities, obligations, losses, damages, costs,
expenses,  penalties or injury (including reasonably attorneys fees and costs of
any  suit  related  thereto)  suffered or incurred by any of the Seller's Group,
arising  from  (a)  any material misrepresentation by, or material breach of any
covenant  or  warranty  of  Buyer  contained  in  this Agreement or any exhibit,
certificate,  or  other  agreement or instrument furnished or to be furnished by
Buyer hereunder; (b) any nonfulfillment of any material agreement on the part of
Buyer  under  this  Agreement;  or  (c)  any  suit, action, proceeding, claim or
investigation  against  Seller  which  arises  from  or  which  is based upon or
pertaining to Buyer's conduct or the operation or liabilities of the business of
Buyer  subsequent  to  the  Closing  Date.

     Section  6.3     Defense  of  Claims.
                      -------------------

     (a)     If  any  indemnitee receives notice of assertion or commencement of
any  claim,  action or proceeding made or brought by any person or entity who or
which  is  not  a  party  to  this  Agreement or an affiliate of a party to this
Agreement ("Third Party Claim") against such indemnitee with respect to which an
indemnifying party is obligated to provide indemnification under this Agreement,
the  indemnitee  will  give  such  indemnifying  party reasonably prompt written
notice  thereof, but in any event not later than thirty (30) calendar days after
receipt of such notice of such Third Party Claim.  Such notice will describe the
Third  Party  Claim  in  reasonable  detail, will include copies of all material
written  evidence  thereof and will indicate the estimated amount, if reasonably
practicable,  of the Indemnifiable Loss that has been or may be sustained by the
indemnitee.  The  indemnifying  party will have the right to participate in, or,
by  giving written notice to the indemnitee, to assume, the defense of any Third
Party  Claim  at  such indemnifying party's own expense and by such indemnifying
party's  own  counsel  (reasonably  satisfactory  to  the  indemnitee),  and the
indemnitee  will  cooperate  in  good  faith  in  such  defense.

     (b)     If,  within  ten  (10) calendar days after giving notice of a Third
Party  Claim  to an indemnifying party pursuant to Section 5.3(a), an indemnitee
receives  written notice from the indemnifying party that the indemnifying party
has  elected  to assume the defense of such Third Party Claim as provided in the
last  sentence  of Section 5.3(a), the indemnifying party will not be liable for
any  legal  expenses  subsequently incurred by the indemnitee in connection with
the  defense thereof; provided, however, that if the indemnifying party fails to
take  reasonable  steps  necessary  to  defend diligently such Third Party Claim
within ten (10) calendar days after receiving written notice from the indemnitee
that  the  indemnitee  believes  the  indemnifying party has failed to take such
steps  or  if  the  indemnifying party has not undertaken fully to indemnify the
indemnitee  in  respect  of all Indemnifiable Losses relating to the matter, the
indemnitee may assume its own defense, and the indemnifying party will be liable
for  all  reasonable costs or expenses paid or incurred in connection therewith.
Without the prior written consent of the indemnitee, the indemnifying party will
not  enter  into  any  settlement  of  any Third Party Claim which would lead to
liability  or  create  any  financial  or  other  obligation  on the part of the
indemnitee  for  which  the  indemnitee  is  not  entitled  to  indemnification
hereunder.  If  a  firm  offer  is  made  to  settle a Third Party Claim without
leading  to


                       Stock Purchase Agreement - Page 10
<PAGE>
liability  or the creation of a financial or other obligation on the part of the
indemnitee for which the indemnitee is not entitled to indemnification hereunder
and  the  indemnifying  party  desires  to  accept  and agree to such offer, the
Indemnifying  party  will  give written notice to the indemnitee to that effect.
If  the  indemnitee fails to consent to such firm offer within ten (10) calendar
days after its receipt of such notice, the indemnitee may continue to contest or
defend  such  Third Party Claim and, in such event, the maximum liability of the
indemnifying  party  as  to such Third Party Claim will not exceed the amount of
such  settlement  offer,  plus  costs  and  expenses  paid  or  incurred  by the
indemnitee  through  the  end  of  such  ten  calendar  day  period.

     (c) A failure to give timely notice or to include any specified information
in  any  notice  as  provided  in  Sections 6.3(a) or 6.3(b) will not affect the
rights or obligations of any party hereunder except and only to the extent that,
as a result of such failure, any party which was entitled to receive such notice
was  deprived of its right to recover any payment under its applicable insurance
coverage or was otherwise damaged as a result of such failure.

     (d)  The indemnifying party will have a period of thirty (30) calendar days
within  which  to respond in writing to any claim by an indemnitee on account of
an  Indemnifiable Loss which does not result from a Third Party Claim (a "Direct
Claim").  If  the indemnifying party does not so respond within such thirty (30)
calendar day period, the indemnifying party will be deemed to have rejected such
claim, in which event the indemnitee will be free to pursue such remedies as may
be  available  to  the  indemnitee on the terms and subject to the provisions of
this Article VI.

     (e)  If the amount of any Indemnifiable Loss, at any time subsequent to the
making  of an indemnity payment, is reduced by recovery, settlement or otherwise
under or pursuant to any insurance coverage, or pursuant to any claim, recovery,
settlement  or  payment  by  or  against  any  other  entity, the amount of such
reduction,  less  any  costs, expenses, premiums or taxes incurred in connection
therewith  (together  with  interest thereon from the date of payment thereof at
the  annualized  rate  of  interest  equal to the "prime" or "reference" rate of
interest as publicly announced by Chemical Bank, N.A. and in effect from time to
time during the relevant period, calculated on the basis of the actual number of
days  elapsed  over  365)  will  promptly  be  repaid  by  the indemnitee to the
indemnifying  party.  Upon  making  any indemnity payment the indemnifying party
will,  to  the  extent of such indemnity payment, be subrogated to all rights of
the  indemnitee  against  any  third  party  that  is  not  an  affiliate of the
indemnitee  in  respect of the Indemnifiable Loss to which the indemnity payment
related;  provided,  however,  that  (i) the indemnifying party shall then be in
compliance  with  its  obligations  under  this  Agreement  in  respect  of such
Indemnifiable  Loss  and (ii) until the indemnitee recovers fully payment of its
Indemnifiable  Loss,  any  and  all claims of the indemnifying party against any
such  third  party  on  account of said indemnity Payment will be subrogated and
subordinated  in  right of payment to the indemnitee's rights against such third
party.  Without limiting the generality or effect of any other provision hereof,
each  such  indemnitee and indemnifying party will duly execute upon request all
instruments  reasonably  necessary  to  evidence and perfect the above-described
subrogation and subordination rights.

     Section  6.4     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)


                       Stock Purchase Agreement - Page 11
<PAGE>
and  to  make any settlement or pay any judgment or verdict as the individual or
entities  deem  necessary  or  appropriate  in  such  individual's  or entities'
absolute sole discretion and to charge the cost of any such settlement, payment,
expense  and  costs,  including  reasonable  attorneys  fees,  to  the entity or
individual  that had the obligation to provide such indemnification, defense and
hold  harmless  obligation and same shall constitute an additional obligation of
the  entity  or  of  the  individual  or  both,  as  the  case  may  be.

     Section 6.5     Termination.  Indemnification obligations of the Seller and
                     -----------
the  Buyer  shall  terminate  fifteen  (15)  months  after  the date of Closing.


                                   ARTICLE VII
                                  MISCELLANEOUS

     Section  7.1     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  7.2     Notices.  Any  notices or other communications required or
                      -------
permitted  hereunder  shall be sufficiently given if in writing and delivered in
person,  transmitted  by  facsimile  transmission (fax) or sent by registered or
certified  mail  (return  receipt  requested)  or  recognized overnight delivery
service,  postage  pre-paid,  addressed as follows, or to such other address has
such  party  may  notify  to  the  other  parties  in  writing:

     (a) if to the Seller:           Rick's Cabaret International, Inc.
                                     10959 Cutten Road
                                     Houston, Texas 77066

          with a copy to:            Robert D. Axelrod
                                     Axelrod, Smith & Kirshbaum
                                     5300 Memorial Drive, Ste. 700
                                     Houston, Texas 77007

          (b) if to Buyer:           Mike McCombs
                                     15301 Gulf Freeway
                                     Houston, Texas 77034

               with a copy to:       Mike Forshey
                                     Patton Boggs LLP
                                     2001 Ross Avenue, Suite 3000
                                     Dallas, Texas 75201


                       Stock Purchase Agreement - Page 12
<PAGE>
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  7.3     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  7.4     Assignment;  Successors  and Assigns.  Except as otherwise
                      -----------  -----------------------
provided  herein,  the  provisions  hereof shall inure to the benefit of, and be
binding  upon,  the  successors and permitted assigns of the parties hereto.  No
party  hereto  may  assign  its  rights  or  delegate its obligations under this
Agreement  without  the prior written consent of the other parties hereto, which
consent  will  not  be  unreasonably  withheld.

     Section 7.5     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  7.6     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  7.7     Jurisdiction.  This  Agreement  shall  be governed by, and
                      ------------
construed  in accordance with, the laws of the State of Texas, without regard to
principles  of  conflict  of laws.  The parties agree that venue for purposes of
construing  or enforcing this Agreement shall be proper in Harris County, Texas.

     Section  7.8     Counterparts  and  Facsimiles.  This  Agreement  may  be
                      -----------------------------
executed  in  multiple  counterparts  and in any number of counterparts, each of
which  shall  be  deemed  an  original,  but  all  of which taken together shall
constitute  and  be  deemed  to be one and the same instrument and each of which
shall  be  considered  and  deemed an original for all purposes.  This Agreement
shall  be effective with the facsimile signature of any of the parties set forth
below  and  the  facsimile  signature


                       Stock Purchase Agreement - Page 13
<PAGE>
shall  be  deemed  as  an  original signature for all purposes and the Agreement
shall  be  deemed  as  an  original  for  all  purposes.

     Section  7.9     Costs  and  Expenses.   Each  party  shall  pay  their own
                      --------------------
respective  fees,  costs  and  disbursements  incurred  in  connection with this
Agreement.

     Section  7.10     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  7.11     No  Third-Party Beneficiaries.  Nothing in this Agreement
                       -----------------------------
will  confer  any  third  party  beneficiary  or  other  rights  upon any person
(specifically  including any employees of RCI Houston) or any entity that is not
a  party  to  this  Agreement.

     Section  7.12    Attorneys' Review.  In connection with the negotiation and
                      -----------------
drafting of this Agreement, the parties represent and warrant to each other they
they  have  had  the opportunity to be advised by attorneys of their own choice.

     Section  7.13     Further  Assurances.  Each  party  covenants  that at any
                       -------------------
time,  and  from  time  to  time,  after  the Closing Date, it will execute such
additional  instruments  and take such actions as may be reasonably be requested
by  the other parties to confirm or perfect or otherwise to carry out the intent
and  purposes  of  this  Agreement.

     Section  7.14     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.

                         [SIGNATURES ON FOLLOWING PAGE]


                       Stock Purchase Agreement - Page 14
<PAGE>
     IN  WITNESS  WHEREOF,  the  undersigned  have  executed this Stock Purchase
Agreement  to  become  effective  as  of  the  date  first  set  forth  above.

                                           RICK'S  CABARET  INTERNATIONAL,  INC.


                                            /s/  Eric  Langan
                                           -------------------------------------
                                           By:  Eric  Langan,  President
                                           Date:  March  31,  2005
                                                  ------------------------------


                                           MGB  ACQUISITION,  LLC


                                            /s  Michael  McCombs
                                           -------------------------------------
                                           By:  Michael  McCombs
                                           Date:  March  31,  2005
                                                  ------------------------------


                       Stock Purchase Agreement - Page 15
<PAGE>