Exhibit 10.1


    
      

    

    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (the "Agreement"), entered into effective as of the 30th
      day of May, 2007, by and between RICK'S
      CABARET INTERNATIONAL, INC.,
      a Texas
      corporation (the "Company"), and PHIL
      MARSHALL ("Executive").

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      Company
      desires to employ Executive as provided herein; and 

    


    WHEREAS,
      Executive desires to accept such employment.

    


    NOW,
      THEREFORE, for and in consideration of the mutual covenants and agreements
      contained herein, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

    


    1.
   Employment.
      Company
      hereby employs Executive and Executive hereby accepts employment with Company
      upon the terms and conditions hereinafter set forth.

    


    2.
   Duties.
      Subject
      to the power of the Board of Directors of Company to elect and remove officers,
      Executive will serve the Company as its Chief Financial Officer and will
      faithfully and diligently perform the services and functions relating to such
      office or otherwise reasonably incident to such office, provided that all such
      services and functions will be reasonable and within Executive's area of
      expertise. Executive will, during the term of this Agreement (or any extension
      thereof), devote his full business time, attention and skills and best efforts
      to the promotion of the business of Company. The foregoing will not be construed
      as preventing Executive from making investments in other businesses or
      enterprises provided that (a) Executive agrees not to become engaged in any
      other business activity that interferes with his ability to discharge his duties
      and responsibilities to Company and (b) Executive does not violate any other
      provision of this Agreement.

    


    3.
   Term.
      Subject
      to the terms and conditions hereof, the term of employment of Executive will
      commence as of the date hereof (the "Commencement Date") and will end on that
      date in the year 2009, unless earlier terminated by either party pursuant to
      the
      terms hereof. The term of this Agreement is referred to herein as the
      "Term."

    


    4.
   Compensation
      and Benefits During the Employment Term.

    


    
      	 	
              (a)

            	
              Salary.
                Commencing upon the date of this Agreement, Executive will be paid
                an
                annual base salary of $175,000, payable bi-weekly (the "Salary").
                At any
                time and from time to time the Salary may be increased for the remaining
                portion of the term if so determined by the Board of Directors of
                Company
                after a review of Executive's performance of his duties
                hereunder.

            


    

    


    
      	 	
              (b)

            	
              Bonus.
                As further compensation, Executive will be eligible for bonuses as
                determined from time to time by the Board of
                Directors.

            


    


    
      
        
        

      

      
        Employment
          Agreement - Page 1

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              Expenses.
                Upon submission of a detailed statement and reasonable documentation,
                Company will reimburse Executive in the same manner as other executive
                officers for all reasonable and necessary or appropriate out-of-pocket
                travel and other expenses incurred by Executive in rendering services
                required under this Agreement.

            


    

    


    
      	 	
              (d)

            	
              Benefits;
                Insurance.

            


    

    


    
      	 	
              (i)

            	
              Medical,
                Dental and Vision Benefits.
                During this Agreement, Executive and his dependents will be entitled
                to
                receive such group medical, dental and vision benefits as Company
                may
                provide to its other executives, provided such coverage is reasonably
                available, or be reimbursed if Executive is carrying his own similar
                insurance.

            


    

    


    
      	 	
              (ii)

            	
              Benefit
                Plans.
                The Executive will be entitled to participate in any benefit plan
                or
                program of the Company which may currently be in place or implemented
                in
                the future.

            


    

    


    
      	 	
              (iii)

            	
              Other
                Benefits.
                During the Term, Executive will be entitled to receive, in addition
                to and
                not in lieu of base salary, bonus or other compensation, such other
                benefits and normal perquisites as Company currently provides or
                such
                additional benefits as Company may provide for its executive officers
                in
                the future.

            


    

    


    
      	 	
              (e)

            	
              Vacation.
                Executive will be entitled to two weeks paid vacation each year of
                this
                Agreement.

            


    

    


    5.
   Confidentiality
      and Non-Competition. 

    


    
      	 	
              (a)

            	
              Confidentiality.
                In
                the course of the performance of Executive's duties hereunder, Executive
                recognizes and acknowledges that Executive may have access to certain
                confidential and proprietary information of Company or any of its
                affiliates. Without the prior written consent of Company, Executive
                shall
                not disclose any such confidential or proprietary information to
                any
                person or firm, corporation, association, or other entity for any
                reason
                or purpose whatsoever, and shall not use such information, directly
                or
                indirectly, for Executive's own behalf or on behalf of any other
                party.
                Executive agrees and affirms that all such information is the sole
                property of Company and that at the termination and/or expiration
                of this
                Agreement, at Company's written request, Executive shall promptly
                return
                to Company any and all such information so requested by
                Company.

            


    

    


    The
      provisions of this Section 5 shall not, however, prohibit Executive from
      disclosing to others or using in any manner information that: 

    


    
      	 	
              (i)

            	
              has
                been published or has become part of the public domain other than
                by acts,
                omissions or fault of
                Executive;

            


    


    
      
        
        

      

      
        Employment
          Agreement - Page 2

        
          

        

      

      
        
        

      

    


    
      	 	
              (ii)

            	
              has
                been furnished or made known to Executive by third parties (other
                than
                those acting directly or indirectly for or on behalf of Executive)
                as a
                matter of legal right without restriction on its use or disclosure;
                

            


    

    


    
      	 	
              (iii)

            	
              was
                in the possession of Executive prior to obtaining such information
                from
                Company in connection with the performance of this Agreement;
                or

            


    

    


    
      	 	
              (iv)

            	
              is
                required to be disclosed by law.

            


    

    


    
      	 	
              (b)

            	
              Non-Competition.
                Executive agrees that he will not, for himself, on behalf of, or
                in
                conjunction with any person, firm, corporation or entity, either
                as
                principal, employee, shareholder, member, director, partner, consultant,
                owner or part-owner of any corporation, partnership or any other
                type of
                business entity, directly or indirectly, own, manage, operate, control,
                be
                employed by, participate in, or be connected in any manner with the
                ownership, management, operation, or control of any establishment
                which
                has live female nude or semi-nude entertainment (“Adult Entertainment
                Business”) or is in any business similar to or competitive with the Adult
                Entertainment Business presently conducted by the Company anywhere
                in the
                United States within a twenty (20) mile radius of any Adult Entertainment
                Business of the Company or any Adult Entertainment Business of the
                Company
                under construction, under contract, in development or leased by or
                to the
                Company, for a period of one year (the “Non-Compete Period”) from the
                termination of this Agreement. However, in the event of the termination
                of
                Executive's employment pursuant to Section 7(d) or 7(f), the Non-Compete
                Period shall be six months. 

            


    

    


    Executive
      agrees not to hire, solicit or attempt to solicit for employment by Executive
      or
      any company to which he may be involved, either directly or indirectly, any
      party who is an employee or independent contractor of the Company or any entity
      which is affiliated with the Company, or any person who was an employee or
      independent contractor of the Company or any entity which is affiliated with
      the
      Company within the one year period immediately following the termination of
      this
      Agreement.

    


    Executive
      acknowledges that he has carefully read and considered all provisions of this
      Agreement and agrees that:

    


    
      	 	
              (i)

            	
              Due
                to the nature of the Company's business, the foregoing covenants
                place no
                greater restraint upon Executive than is reasonably necessary to
                protect
                the business and goodwill of the Company;


            


    

    


    
      	 	
              (ii)

            	
              These
                covenants protect the legitimate interests of the Company and do
                not serve
                solely to limit the Company's future
                competition;

            


    

    


    
      	 	
              (iii)

            	
              This
                Agreement is not an invalid or unreasonable restraint of
                trade;

            


    


    
      
        
        

      

      
        Employment
          Agreement - Page 3

        
          

        

      

      
        
        

      

    


    
      	 	
              (iv)

            	
              A
                breach of these covenants by Executive would cause irreparable damage
                to
                the Company;

            


    

    


    
      	 	
              (v)

            	
              These
                covenants are reasonable in scope and are reasonably necessary to
                protect
                the Company's business and goodwill which the Company has established
                through its own expense and effort;
                and

            


    

    


    
      	 	
              (vi)

            	
              The
                signing of this Agreement is necessary as part of the consummation
                of the
                transactions described in the preamble.


            


    

    


    6.
   Indemnification.
      The
      Corporation shall to the full extent permitted by law or as set forth in the
      Articles of Incorporation and the Bylaws of the Company, indemnify, defend
      and
      hold harmless Executive from and against any and all claims, demands,
      liabilities, damages, loses and expenses (including reasonable attorney's fees,
      court costs and disbursements) arising out of the performance by him of his
      duties hereunder except in the case of his willful misconduct.

    


    7.
   Termination.
      This
      Agreement and the employment relationship created hereby will terminate (i)
      upon
      the death or disability of Executive under section 7(a) or 7(b); (ii) with
      cause
      under Section 7(c); (iii) for good reason under Section 7(d); (iv) upon the
      voluntary termination of employment by Executive under Section7(e); or without
      cause under Section 7(f).

     

    
      	 	
              (a)

            	
              Disability.
                The Company shall have the right to terminate the employment of the
                Executive under this Agreement for disability in the event Executive
                suffers an injury, illness, or incapacity of such character as to
                substantially disable him from performing his duties without reasonable
                accommodation by the Company hereunder for a period of more than
                one
                hundred eighty (180) consecutive days upon the Company giving at
                least
                thirty (30) days written notice of
                termination.

            


    

    


    
      	 	
              (b)

            	
              Death.
                This Agreement will terminate on the Death of the
                Executive.

            


    

    


    
      	 	
              (c)

            	
              With
                Cause.
                The Company may terminate this Agreement at any time because of (i)
                Executive's material breach of any term of the Agreement, (ii) the
                determination by the Board of Directors in the exercise of its reasonable
                judgment that Executive has committed an act or acts constituting
                a felony
                or other crime involving moral turpitude, dishonesty or theft or
                fraud; or
                (iii) Executive's gross negligence in the performance of his duties
                hereunder, provided, in each case, however, that the Company shall
                not
                terminate this Agreement pursuant to this Section 7(c) unless the
                Company
                shall first have delivered to the Executive, a notice which specifically
                identifies such breach or misconduct and the executive shall not
                have
                cured the same within fifteen (15) days after receipt of such
                notice.

            


    

    


    
      	 	
              (d)

            	
              Good
                Reason.
                The Executive may terminate his employment for "Good Reason"
                if:

            


    


    
      
        
        

      

      
        Employment
          Agreement - Page 4

        
          

        

      

      
        
        

      

    


    
      	 	
              (i)

            	
              he
                is assigned, without his express written consent, any duties materially
                inconsistent with his positions, duties, responsibilities, or status
                with
                the Company as of the date hereof, or a change in his reporting
                responsibilities or titles as in effect as of the date hereof; provided,
                however, that Executive must provide the Company with written notice
                of
                his dispute of such re-assignment of duties or change in his reporting
                responsibilities under this Section 7(d)(i) and give the Company
                opportunity to cure such inconsistency. If such dispute is not resolved
                within thirty (30) days, the Company shall submit such dispute to
                arbitration under Section 14. 

            


    

    


    
      	 	
              (ii)

            	
              his
                compensation is reduced;

            


    

    


    
      	 	
              (iii)

            	
              the
                Company does not pay any material amount of compensation due hereunder
                and
                then fails either to pay such amount within ten (10) days of written
                notice or to contest in good faith such notice. Further, if such
                contest
                is not resolved within thirty (30) days, the Company shall submit
                such
                dispute to arbitration under Section
                14.

            


    

    


    
      	 	
              (e)

            	
              Voluntary
                Termination.
                The Executive may terminate his employment
                voluntarily.

            


    

    


    
      	 	
              (f)

            	
              Without
                Cause.
                The Company may terminate this Agreement without
                cause.

            


    

    


    8.
   Obligations
      of Company Upon Termination.

    


    
      	 	
              (a)

            	
              In
                the event of the termination of Executive's employment pursuant to
                Section
                7 (a), (b), (c) or (e), Executive will be entitled only to the
                compensation earned by him hereunder as of the date of such termination
                (plus life insurance or disability benefits if applicable and provided
                for
                pursuant to Section 4(c)).

            


    

    


    
      	 	
              (b)

            	
              In
                the event of the termination of Executive’s employment pursuant to Section
                7 (d) or (f), Executive will be entitled to receive one lump sum
                payment
                of $15,000.

            


    

     

    9.
   Waiver
      of Breach.
      The
      waiver by any party hereto of a breach of any provision of this Agreement will
      not operate or be construed as a waiver of any subsequent breach by any
      party.

    


    10.   Costs.
      If any
      action at law or in equity is necessary to enforce or interpret the terms of
      this Agreement, the prevailing party will be entitled to reasonable attorney's
      fees, costs and necessary disbursements in addition to any other relief to
      which
      he or it may be entitled.

    


    11.   Notices.
      Any
      notices, consents, demands, requests, approvals and other communications to
      be
      given under this Agreement by either party to the other will be deemed to have
      been duly given if given in writing and personally delivered or within two
      days
      if sent by mail, registered or certified, postage prepaid with return receipt
      requested, as follows:

    


    
      
        
        

      

      
        Employment
          Agreement - Page 5

        
          

        

      

      
        
        

      

       

    

    
      	
              If
                to Company:

            	
              Rick's
                Cabaret International, Inc.

            
	 	
              10959
                Cutten Road

            
	 	
              Houston,
                Texas 77066

            
	 	
              Attention:
                Eric Langan, CEO/President

            
	 	 
	
              If
                to Executive:

            	
              Phil
                Marshall

            
	 	 
	 	 


    

    


    Notices
      delivered personally will be deemed communicated as of actual
      receipt.

    


    12.   Entire
      Agreement.
      This
      Agreement and the agreements contemplated hereby constitute the entire agreement
      of the parties regarding the subject matter hereof, and supersede all prior
      agreements and understanding, both written and oral, among the parties, or
      any
      of them, with respect to the subject matter hereof.

    


    13.   Severability.
      If any
      provision of this Agreement is held to be illegal, invalid or unenforceable
      under present or future laws effective during this Agreement, such provision
      will be fully severable and this Agreement will be construed and enforced as
      if
      such illegal, invalid or unenforceable provision never comprised a part hereof;
      and the remaining provisions hereof will remain in full force and effect and
      will not be affected by the illegal, invalid or unenforceable provision or
      by
      its severance herefrom. Furthermore, in lieu of such illegal, invalid or
      unenforceable provision there will be added automatically as part of this
      Agreement a provision as similar in its terms to such illegal, invalid or
      unenforceable provision as may be possible and be legal, valid and
      enforceable.

    


    14.   Arbitration.
      If a
      dispute should arise regarding this Agreement the parties agree that all claims,
      disputes, controversies, differences or other matters in question arising out
      of
      this relationship shall be settled finally, completely and conclusively by
      arbitration in Houston, Texas in accordance with the Commercial Arbitration
      Rules of the American Arbitration Association (the "Rules"). The governing
      law
      of this Agreement shall be the substantive law of the State of Texas, without
      giving effect to conflict of laws. A decision of the arbitrator shall be final,
      conclusive and binding on the Company and Executive. Any arbitration held in
      accordance with this paragraph shall be private and confidential and no person
      shall be entitled to attend the hearings except the arbitrator, Executive,
      Executive's attorneys, a representative of the Company, the Company's attorneys,
      and advisors to or witnesses for any party. The matters submitted to
      arbitration, the hearings and proceedings and the arbitration award shall be
      kept and maintained in the strictest confidence by Executive and the Company
      and
      shall not be discussed, disclosed or communicated to any persons except as
      may
      be required for the preparation of expert testimony. On request of any party,
      the record of the proceeding shall be sealed and may not be disclosed except
      insofar, and only insofar, as may be necessary to enforce the award of the
      arbitrator and any judgement enforcing an award. The prevailing party shall
      be
      entitled to recover reasonable and necessary attorneys' fees and costs from
      the
      non-prevailing party and the determination of such fees and costs and the award
      thereof shall be included in the claims to be resolved by the arbitrator
      hereunder.


    
      
        
        

      

      
        Employment
          Agreement - Page 6

        
          

        

      

      
        
        

      

    


    15.   Captions.
      The
      captions in this Agreement are for convenience of reference only and will not
      limit or otherwise affect any of the terms or provisions hereof.

    


    16.   Gender
      and Number.
      When the
      context requires, the gender of all words used herein will include the
      masculine, feminine and neuter and the number of all words will include the
      singular and plural.

    


    17.   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.

    


    18.   Company
      Authorization.
      The
      Company represents that the Board of Directors has approved this
      Agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      day and year first above written.

    


    
      	 	
              COMPANY:

            
	 	 	 
	 	
              RICK'S
                CABARET INTERNATIONAL, INC.

            
	 	 	 
	 	 	 
	 	
              By:
                

            	
              /s/
                Eric Langan

            
	 	 	
              Eric
                Langan, CEO/President

            
	 	 	 
	 	 	 
	 	
              EXECUTIVE:

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Phil Marshall

            
	 	 	
              Phil
                Marshall

            


    

     

     

    Employment
      Agreement - Page 7