ex10_1.htm


    
      

    

    Exhibit
      10.1

     

    [EXECUTION
      VERSION]

    


    


    STOCK
      PURCHASE AGREEMENT

    


    


    This
      Stock Purchase Agreement (the “Agreement”) is made and entered into this 30th
      day of November, 2007, by and among Miami Gardens Square One, Inc., a Florida
      corporation (the “Company”), Stellar Management Corporation, a Florida
      corporation  (“Stellar”), Richard Stanton (“Stanton”) and Norman
      Hickmore (“Hickmore”) (Stanton and Hickmore are referred to collectively herein
      as the “Sellers”), and Rick’s Cabaret International, Inc., a Texas corporation
      (the “Purchaser” or “Rick’s”).

    


    WHEREAS,
      Stanton (i) owns 999 shares of common stock, $0.01 par value of the Company,
      which shares represent 49.95% of all of the shares of common stock of the
      Company presently outstanding and (ii) owns 50 shares of common stock, $0.01
      par
      value of Stellar, which shares represent 50% of all of the shares of common
      stock of Stellar presently outstanding; and

    


    WHEREAS,
      Hickmore (i) owns 1001 shares of common stock, $0.01 par value of the Company,
      which shares represent 50.05% of the shares of common stock of the Company
      presently outstanding and (ii) owns 50 shares of common stock, $0.01 par value
      of Stellar, which shares represent 50% of all of the shares of common stock
      of
      Stellar presently outstanding; and

    


    WHEREAS,
      the shares of common stock owned by Stanton and by Hickmore represent 100%
      of
      the shares of common stock of the Company and are hereinafter collectively
      referred to as the “Shares”; and

    


    WHEREAS,
      the shares of common stock owned by Stanton and by Hickmore represent
      100% of the shares of common stock of Stellar and are hereinafter collectively
      referred to as the “Stellar Shares”; and

    


    WHEREAS,
      the Company owns and operates an adult entertainment cabaret known as “Tootsie’s
      Cabaret” (“Tootsie’s”) located at 150 NW 183rd Street,
      Miami
      Gardens, Florida  33169 (the “Premises”); and

    


    WHEREAS,
      the acquisition of 100% of the Shares of the Company and 100% of the Stellar
      Shares by the Purchaser shall sometimes be referred to herein as the
“Acquisition”; and

    


    WHEREAS,
      the Sellers desire to sell the Shares of the Company and the Stellar Shares
      to
      Purchaser on the terms and conditions set forth herein; and

    


    WHEREAS,
      Purchaser desires to purchase the Shares of the Company and the Stellar Shares
      from Sellers 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 and the Stellar Shares.  Subject to the terms and
      conditions set forth in this Agreement, at the Closing (as hereinafter defined)
      the Sellers hereby agree to sell, transfer, convey and deliver to Purchaser
      all
      of the Shares of common stock of the Company and all of the Stellar Shares,
      free
      and clear of all encumbrances, which represents all of the outstanding capital
      stock of the Company and Stellar, and shall deliver to Purchaser stock
      certificates representing the Shares and the Stellar Shares, duly endorsed
      to
      Purchaser.

    


    Section
      1.2  Purchase
      Price.  As consideration for the purchase of the Shares and the
      Stellar Shares, Purchaser shall pay to Sellers a total consideration of
      $25,000,000 (the “Purchase Price”) payable at Closing as follows:

    


    
      	
               

            	
              (a)

            	
              $15,000,000
                payable $7,500,000 each to Messrs. Stanton and Hickmore by cashier’s
                check, certified funds or wire transfer;
                and

            


    

    


    
      	
               

            	
              (b)

            	
              $10,000,000
                as evidenced by two (2) secured promissory notes, each in the amount
                of
                $5,000,000, bearing interest at the rate of fourteen percent (14%)
                per
                annum payable to Messrs. Stanton and Hickmore, respectively (the
                “Promissory Notes”) with principal payable in one lump sum payment on the
                three (3) year anniversary of the Promissory Notes and with interest
                payable monthly, in arrears, with the first payment being due thirty
                (30)
                days after the Closing.  The Promissory Notes will provide that
                they are not pre-payable during the first twelve (12) months and,
                thereafter, may be prepaid, in whole or in part, provided that (i)
                any
                prepayment by the Purchaser from December 1, 2008 through November
                30,
                2009, shall be paid at a rate of 110% of the original principal amount
                and
                (ii) any prepayment by the Purchaser after November 30, 2009, may
                be
                prepaid without penalty at a rate of 100% of the original principal
                amount.  The form of Secured Promissory Note is attached hereto
                as Exhibit 1.2(b).

            


    

    


    Section
      1.3  Payment into
      Escrow.  As of the date of execution of this Agreement, the
      Purchaser has previously deposited $125,000 into an escrow account (the “Escrow
      Amount”) with Robert D. Axelrod, P.C. (the “Escrow Agent”) pursuant to a written
      Escrow Agreement with the Sellers and the Escrow Agent (the “Escrow
      Agreement”).  The $125,000 is  held in escrow until the
      Closing as defined herein.

    


    At
      Closing, the Escrow Amount will be
      paid by the Escrow Agent to the Sellers and shall be credited against the cash
      portion of the Purchase Price as set forth in Section 1.2(a)
      above.  If, at Closing, Purchaser has paid to the Sellers the full
      amount of the cash portion of the Purchase Price as set forth in Section 1.2(a)
      above, then the Escrow Amount shall be repaid to the Purchaser.


    
      
        
        

      

      
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    ARTICLE
      II

    CLOSING

    


    Section
      2.1  The
      Closing.  The closing of the transactions contemplated by this
      Agreement shall take place on or before November 30, 2007, provided
      that  the Purchasers will assume control of operations of Tootsie’s at
      8:00 a.m., EST, on December 1, 2007 (the “Closing Date”), at the offices of the
      Sellers at 150 NW 183rd Street,
      Miami
      Gardens, Florida  33169, or at such other time and place as agreed
      upon among the parties hereto (the “Closing”), provided that Purchaser may
      extend the Closing until January 3, 2008, at its discretion.

    


    Section
      2.2  Delivery and
      Execution.  At the Closing: (a) the Sellers shall deliver to
      Purchaser certificates evidencing the Shares of the Company and the Stellar
      Shares, free and clear of any liens, claims, equities, charges, options, rights
      of first refusal or encumbrances, duly endorsed to Purchaser against delivery
      by
      Purchaser to the Sellers of payment in an amount equal to the Purchase Price
      of
      the Shares and the Stellar Shares being purchased by Purchaser in the manner
      set
      forth herein; and (b) the Related Transactions (as defined below) shall be
      consummated concurrently with the Closing.

    


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

    


    
      	
               

            	
              (a)

            	
              Each
                of the Sellers will enter into a five (5) year covenant not to compete
                pursuant to the terms of which each of the Sellers will agree not
                to
                compete, either directly of indirectly, with Purchaser or Rick’s by
                operating an establishment featuring live adult entertainment featuring
                live female nude or semi-nude entertainment within a twenty (20)
                mile
                radius of the Premises, with the exception of the existing business
                known
                as “Alley Cat” which is operated at 2875 Shipping Avenue, Miami,
                Florida.  The form of Non-Competition Agreement is attached
                hereto as Exhibit 2.3(a).

            


    

    


    
      	
               

            	
              (b)

            	
              The
                Company and Stellar shall have obtained the landlord’s consent to the
                assignment of any existing lease agreements for the Premises, which
                leases
                shall provide for a term through June 30, 2034 (including the primary
                term
                and any periods for extension pursuant to options to the lessee
                thereof).

            


    

    


    
      	
               

            	
              (c)

            	
              The
                Purchaser shall execute and deliver the Promissory Notes, and the
                Pledge
                and Security Agreement securing the Promissory Notes.  The form
                of Pledge and Security Agreement is attached hereto as Exhibit
                2.3(c).

            


    

    


    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES

    OF
      THE SELLERS, THE COMPANY AND STELLAR

    


    The
      Sellers, the Company and Stellar, jointly and severally, hereby represent and
      warrant to Purchaser as follows:


    
      
        
        

      

      
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    Section
      3.1.  Organization, Good
      Standing
      and Qualification.  Each of the Company and Stellar (i) is an
      entity duly organized, validly existing and in good standing under the laws
      of
      the state of Florida, (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 the
      Sellers, the Company and Stellar.

    


    At
      Closing, the authorized capital stock of (i) the Company consists of 2,000
      shares of common stock, $0.01 par value, of which 2,000 shares are validly
      issued and outstanding and (ii) Stellar consists of 2,000 shares of common
      stock, $0.01 par value, of which 100 shares are validly issued and outstanding.
      There are no shares of preferred stock authorized or issued and there is no
      other class of capital stock authorized or issued by the Company and
      Stellar.  All of the issued and outstanding shares of common stock of
      the Company and Stellar are owned by the Sellers and are fully paid and
      non-assessable.  None of the shares issued are in violation of any
      preemptive rights.  Neither the Company nor  Stellar has any
      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
      the Company or  Stellar, there are no outstanding or authorized
      options, warrants, calls, subscriptions, rights, commitments or any other
      agreements of any character obligating the Company or Stellar 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 the Company or
      Stellar.

    


    Section
      3.2  Subsidiaries.  Neither
      the Company nor Stellar has any subsidiaries.

    


    Section
      3.3  Ownership of
      the Shares.  The Sellers own, beneficially and of record, all of
      the Shares of the Company and all of the Stellar Shares free and clear of any
      liens, claims, equities, charges, options, rights of first refusal, or
      encumbrances.   The Sellers have the unrestricted right and power
      to transfer, convey and deliver full ownership of the Shares and the Stellar
      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 and the Stellar Shares to
      Purchaser as contemplated herein, Purchaser 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  Authorization.  Sellers
      each represent that he is a person of full age of majority, with full power,
      capacity, and authority to enter into this Agreement and perform the obligations
      contemplated hereby by for himself and his spouse.  All action on the
      part of Sellers necessary for the authorization, execution, delivery and
      performance of this Agreement by him has been taken and will be taken prior
      to
      Closing.  This Agreement, when duly executed and delivered in
      accordance with its terms, will constitute legal, valid and binding obligations
      of Sellers enforceable against them 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.


    
      
        
        

      

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

    


    Section
      3.5  No Breaches
      or Defaults.  Except as set forth in Exhibit 3.5, the execution,
      delivery, and performance of this Agreement by the Sellers, the Company and
      Stellar does not:  (i) conflict with, violate, or constitute a breach
      of or a default under, (ii) result in the creation or imposition of any lien,
      claim, or encumbrance of any kind upon the Shares of the Stellar Shares, or
      (iii) require any authorization, consent, approval, exemption, or other action
      by or filing with any third party or Governmental Authority under any provision
      of:  (a) any applicable Legal Requirement, or (b) any credit or loan
      agreement, promissory note, or any other agreement or instrument to which the
      Sellers or the Company or Stellar is a party or by which the Shares or the
      Stellar Shares may be bound or affected.  For purposes of this
      Agreement, "Governmental Authority" means any foreign governmental authority,
      the United States of America, any state of the United States, and any political
      subdivision of any of the foregoing, and any agency, department, commission,
      board, bureau, court, or similar entity, having jurisdiction over the parties
      hereto or their respective assets or properties.  For purposes of this
      Agreement, "Legal Requirement" means any law, statute,  injunction,
      decree, order or judgment (or interpretation of any of the foregoing) of, and
      the terms of any license or permit issued by, any Governmental
      Authority.

    


    Section
      3.6  Consents.  Except
      as set forth in Exhibit 3.6, 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 the Sellers or the Company
      or
      Stellar in connection with the execution and delivery by the Sellers or the
      Company or Stellar of this Agreement or the consummation and performance of
      the
      transactions contemplated hereby.

    


    Section
      3.7  Pending
      Claims.  There is no claim, suit, arbitration, investigation,
      action, litigation or other proceeding, whether judicial, administrative or
      otherwise, now pending or, to the Sellers’ or  the Company’s or
      Stellar’s  knowledge, contemplated or threatened against the Sellers
      or the Company or Stellar 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 material effect upon Sellers or the Company
      or Stellar or the transfer by Sellers to Purchaser of the Shares or the Stellar
      Shares under this Agreement, nor is there any basis known to Sellers for any
      such action.  No litigation is pending, or, to Sellers’ or the
      Company’s or Stellar’s knowledge, threatened against Sellers or the Company or
      Stellar, or their assets or properties which seeks to restrain or enjoin the
      execution and delivery of this Agreement or any of the documents referred to
      herein or the consummation of any of the transactions contemplated thereby
      or
      hereby.  Neither Sellers nor the Company nor Stellar 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,
      the
      Shares or the Stellar Shares to be transferred under this
      Agreement.


    
      
        
        

      

      
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    Section
      3.8  Taxes.  The
      Company and Stellar have timely and accurately prepared and 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.  Neither the Company nor
      Stellar is delinquent in the payment of any tax or governmental charge of any
      nature.  The Sellers have no knowledge of any liability for any tax to
      be imposed by any taxing authorities as of the date of this Agreement and as
      of
      the Closing that is not adequately provided for.  No assessments or
      notices of deficiency or other communications have been received by the Sellers,
      the Company or Stellar 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 federal, state, foreign and local tax returns of
      the Company or Stellar have been audited by any taxing authority.  The
      Sellers have no knowledge of any additional assessments, adjustments or
      contingent tax liability (whether federal or state) of any nature whatsoever,
      whether pending or threatened against the Company or Stellar for any period,
      nor
      of any basis for any such assessment, adjustment or
      contingency.  There are no agreements between the Company or Stellar
      and any taxing authority, including, without limitation, the Internal Revenue
      Service, waiving or extending any statute of limitations with respect to any
      tax
      return.

    


    Section
      3.9  Financial
      Statements.  Sellers and the Company have delivered to Purchaser
      the unaudited balance sheets of the Company as of August 31, 2007, together
      with
      the related unaudited statements of income, for the periods then ended
      (collectively referred to as the “Financial Statements”). Such Financial
      Statements, including the related notes, are in accordance with the books and
      records of the Company and fairly represent the financial position of the
      Company and the results of operations and changes in financial position of
      the
      Company 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, the Company, 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.

    


    Section
      3.10  No Material Adverse
      Change.  Since the date of the Financial Statements, the Company
      has conducted its business in the ordinary course, consistent with past
      practice, and there has been no (i) change that has had or would reasonably
      be
      expected to have a material adverse effect upon the assets or business or the
      financial condition or other operations of the Company, (ii) acquisition or
      disposition of any material asset by the Company or any contract or arrangement
      therefore, otherwise then for fair value in the ordinary course of business,
      (iii) material change in the Company’s accounting principles, practices or
      methods or (iv) incurrence of any material indebtedness.

    


    Section
      3.11  Labor Matters. Neither the
      Company nor Stellar 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
      conducted or made with or by any labor union or association, and there are
      not
      pending or threatened against the Company or Stellar any labor disputes, strikes
      or work stoppages.  To the best of Sellers’,the Company’s and
      Stellar’s knowledge, the Company and Stellar are 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.  Neither the Company nor
      Stellar is a party to any written or oral contract, agreement or understanding
      for the employment of any officer, director or employee of the Company or
      Stellar.


    
      
        
        

      

      
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    Section
      3.12  Compliance
      with Laws.  The Company and  Stellar are, 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 ownership
      of its assets or the operation of its businesses, except for failures to be
      in
      compliance that would not have a material adverse effect on the business,
      properties, condition (financial or otherwise) or prospects of the Company
      or
      Stellar.  Neither the Sellers, the Company nor Stellar have any 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 Stellar.  Exhibit 3.12 sets forth all licenses and
      permits held by the Company or Stellar used in the operation of its businesses,
      all of which are in good standing and in effect as of the Closing
      Date.  These licenses and permits represent all of the licenses and
      permits required by the Company or Stellar for the operation of its
      business.

    


    Section
      3.13  Title to
      Properties; Encumbrances.  The Company and Stellar have good and
      marketable title to all of its properties and assets, real and personal,
      tangible and intangible, that are material to the condition (financial or
      otherwise), business, operations or prospects of the Company or Stellar, 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, (ii) statutory liens
      not
      yet delinquent, and (iii) such liens consisting of zoning or planning
      restrictions, imperfections of title, easements and encumbrances, if any, as
      do
      not materially detract from the value or materially interfere with the present
      use of the property or assets subject thereto or affected
      thereby.   At the time of Closing, the assets of the Company
      shall include, but shall not be limited to, the assets set forth in the
      Company’s 2006 corporate income tax return, along with all equipment and
      fixtures located on the premises at Tootsie’s as of the Closing
      Date.

    


    Section
      3.14  No
      Liabilities.  As of the Closing Date, Stellar does not and shall
      not have any obligation or liability (contingent or otherwise) to any third
      party.

    


    Section
      3.15  Contracts and
      Leases.  Except as previously provided to Purchaser, neither the
      Company nor Stellar (i) have any leases of personal property relating to
      the assets of the Company or Stellar, whether as lessor or lessee; (ii) have
      any
      contractual or other obligations relating to the assets of the Company or
      Stellar, whether written or oral; and (iii) have given any power of attorney
      to
      any person or organization for any purpose relating to the business or assets
      of
      the Company or  Stellar.  The Company and Stellar have
      existing real estate lease agreements covering the real property where Tootsie’s
      operates its adult entertainment cabaret located at 150 NW 183rd Street,
      Miami
      Gardens, Florida  33169.  The Company and Stellar have
      previously provided to Purchaser each and every contract, lease or other
      document relating to the assets of the Company or Stellar to which it is subject
      or is a party or a beneficiary.  To Sellers’, the Company’s or
      Stellar’s knowledge, such contracts, leases or other documents are valid and in
      full force and effect according to their terms and constitute legal, valid
      and
      binding obligations of the Company and Stellar and the other respective parties
      thereto and are enforceable in accordance with their terms.  Sellers,
      the Company and Stellar have no knowledge of any default or breach under such
      contracts, leases or other documents or of any pending or threatened claims
      under any such contracts, leases or other documents.  Neither the
      execution of this Agreement, nor the consummation of all or any of the
      transactions contemplated under this Agreement, will constitute a breach or
      default under any such contracts, leases or other documents which would have
      a
      material adverse effect on the financial condition of the Company or Stellar
      or
      the operation of Tootsie’s after the Closing.


    
      
        
        

      

      
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    Section
      3.16  No Pending
      Transactions.  Except for the transactions contemplated by this
      Agreement and the Related Transaction contemplated in Section 2.3 herein,
      neither the Company nor Stellar 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 or Stellar; (ii) the sale of any of the assets
      of the Company or Stellar except in the ordinary course of business; (iii)
      the
      sale of any outstanding capital stock of the Company or Stellar; (iv) the
      acquisition by the Company or Stellar of any operating business or the capital
      stock of any other person or entity; (v) the borrowing of money; (vi) any
      agreement with any of the respective officers, managers or affiliates of the
      Company or Stellar; or (vii) the expenditure of more than $15,000, in the
      aggregate, or the performance by the Company or Stellar extending for a period
      more than one year from the date hereof, other than in the ordinary course
      of
      business.

    


    Section
      3.17  Material
      Agreements; Action.    Except for the transactions
      contemplated by this Agreement and the Related Transaction contemplated in
      Section 2.3 herein, there are no material contracts, agreements, commitments,
      understandings or proposed transactions, whether written or oral, to which
      Sellers, the Company or Stellar are a party or by which they are bound that
      involve or relate to (i) any of the respective officers, directors, stockholders
      or partners of the Company or Stellar or (ii) covenants of Sellers, the Company
      or Stellar not to compete in any line of business or with any person in any
      geographical area or covenants of any other person not to compete with the
      Company or Stellar in any line of business or in any geographical
      area.

    


    Section
      3.18  Insurance
Policies.  Copies
      of all insurance policies maintained by
      the Company or Stellar relating to the operation of Tootsie’s have been
      delivered or made available to Purchaser.  The policies of insurance
      held by the Company or Stellar are in such amounts, and insure against such
      losses and risks, as the Company and Stellar reasonably deems 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 will be outstanding and duly
      in force at all times prior to the Closing.

    


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

    


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


    
      
        
        

      

      
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    Section
      3.21  Environmental.  Neither
      the Company nor Stellar have 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 Premises, and there is no basis known to the Sellers or the
      Company or Stellar for any such action.

    


    Section
      3.22  Banks and Brokerage
      Accounts.  Exhibit 3.22 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 Company or Stellar 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 Company or Stellar having signatory power with respect
      thereto.

    


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

    


    


    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES

    OF
      PURCHASER

    


    Purchaser
      hereby represents and warrants to the Sellers, the Company and Stellar as
      follows:

    


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

     

    Section 4.2  No
      Breaches or
      Defaults.  The execution, delivery, and performance of this
      Agreement by Purchaser does not:  (i) conflict with, violate, or
      constitute a breach of or a default under or (ii) require any authorization,
      consent, approval, exemption, or other action by or filing with any third party
      or Governmental Authority under any provision of:  (a) any applicable
      Legal Requirement, or (b) any credit or loan agreement, promissory note, or
      any
      other agreement or instrument to which Purchaser is a party.

    


    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 in connection with the execution and delivery
      by Purchaser of this Agreement or the consummation and performance of the
      transactions contemplated hereby other than as required under the federal
      securities laws.


    
      
        
        

      

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

    


    ARTICLE
      V

    CONDITIONS
      TO CLOSING OF SELLERS,

    THE
      COMPANY AND STELLAR

    


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

    


    Section
      5.1  Representations and
      Warranties
      Correct.  The representations and warranties made by Purchaser
      contained in this Agreement shall be true and correct as of the Closing
      Date.

    


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

    


    Section
      5.3  Delivery of
      Certificate.  Purchaser shall provide to Sellers, the Company and
      Stellar certificates, dated the Closing Date and signed by the President of
      Purchaser to the effect set forth in Section 5.1 and 5.2 for the purpose of
      verifying the accuracy of such representations and warranties and the
      performance and satisfaction of such covenants and conditions.

    


    Section
      5.4  Payment of
      Purchase Price.  Purchaser shall have tendered the Purchase Price
      for the Shares and the Stellar Shares as referenced in Section 1.2 to the
      Sellers concurrently with the Closing.

    


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

    


    Section
      5.6  Corporate
      Resolutions.  Purchaser shall provide corporate resolutions of the
      Board of Directors of Purchaser which approve the transactions contemplated
      herein and authorize the execution, delivery and performance of this Agreement
      and the documents referred to herein to which it is or is to be a party dated
      as
      of the Closing Date.

    


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


    
      
        
        

      

      
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    ARTICLE
      VI

    CONDITIONS
      TO CLOSING OF

    PURCHASER

    


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

    


    Section
      6.1  Representations and
      Warranties
      Correct.  The representations and warranties made by the Sellers,
      the Company and Stellar hereof shall be true and correct as of the Closing
      Date.

    


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

    


    Section
      6.3  Delivery of
      Certificate.  Sellers, the Company and Stellar shall provide to
      Purchaser certificates, dated the Closing Date and signed by the Sellers and
      by
      the President of the Company and Stellar, respectively, to the effect set forth
      in Section 6.1 and 6.2 for the purpose of verifying the accuracy of such
      representations and warranties and the performance and satisfaction of such
      covenants and conditions.

    


    Section
      6.4  Delivery of
      Shares and Stellar Shares.  Sellers shall have delivered
      certificates evidencing the Shares and the Stellar Shares of the Company and
      Stellar, duly endorsed to Purchaser.

    


    Section
      6.5  Corporate
      Resolutions.  The Company and Stellar shall provide to Purchaser a
      corporate resolution of the Board of Directors of the Company and Stellar which
      approve all of the transactions contemplated herein and authorizes the
      execution, delivery and performance of this Agreement and the documents referred
      to herein to which it is or is to be a party dated as of the Closing
      Date.

    


    Section
      6.6  Consents;
      Transfer of Licenses.  Purchaser shall possess all necessary
      permits and other authorizations, whether city, county, state or federal, which
      may be needed to conduct nude adult entertainment with the sale of alcoholic
      beverages on the Premises and all such permits and authorizations shall be
      in
      good order, without any administrative actions pending or concluded that may
      challenge or present an obstacle to the continued performance of nude adult
      entertainment or sale of alcoholic beverages at Tootsie’s.  All
      necessary transfers of licenses and leases required for the continued operation
      of the business of the Company or Stellar shall have been
      obtained.  The sexually oriented business license of Tootsie’s shall
      be in full force and effect.  Sellers shall have the ability and
      authority to transfer any permits, zoning classifications or authorizations
      necessary to sell alcoholic beverages and conduct nude entertainment at
      Tootsie’s and these permits, zoning classifications or authorizations shall be
      transferred, conveyed and sold to Purchaser at the Closing.

    


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


    
      
        
        

      

      
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    Section
      6.8  Ability to
      Audit.  The financial records of the Company shall be maintained
      and exist in such a manner as to allow for a certified audit as determined
      by
      Rick’s.

    


    Section
      6.9  Acceptable
      Financing.  Rick’s shall have obtained financing acceptable to it
      for the Acquisition.

    


    Section
      6.10  Resignations.  The
      Officers and Directors of the Company and Stellar shall have provided to
      Purchaser their written resignations.

    


    Section
      6.11  Landlord’s
      consent.  The Company and Stellar shall have obtained the
      landlord’s consent to the assignment of the existing lease agreements for the
      Premises, which leases shall provide for a term, as of the Closing, through
      June
      30, 2034 (including the primary term and any periods for extension pursuant
      to
      options to the lessee thereof).

    


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

    


    ARTICLE
      VII

    COVENANTS
      OF THE SELLERS

     AND
      THE COMPANY

    


    Section
      7.1  Stand
      Still.  To induce Purchaser to proceed with this Agreement, the
      Company, Stellar and Sellers agree that until the Closing Date or the
      termination of this Agreement, no representative of the Company, Stellar or
      any
      representative of the Sellers 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, Stellar or Tootsie’s.  The Company, Stellar and the
      Sellers hereby agree to advise the Purchaser of any contact from any third
      party
      regarding the acquisition or other investment in the Company or Stellar, or
      of
      any contact which would relate to the transactions contemplated by this
      Agreement.

    


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


    
      
        
        

      

      
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    Section
      7.3  Conduct of
      Business.  From the date of the execution hereof until the Closing
      Date, the Company shall operate the Company and Tootsie’s in the ordinary course
      consistent with past practices, and:

    


    
      	
               

            	
              (a)

            	
              The
                Company will not authorize, declare, pay or effect any dividends
                or
                liquidate or distribute any common stock of the Company or other
                equity
                interest or undertake any direct or indirect redemption, purchase
                or other
                acquisition of any equity interest of the
                Company;

            


    

    


    
      	
               

            	
              (b)

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

            


    

    


    
      	
               

            	
              (c)

            	
              The
                Company will not increase the salary or other compensation payable
                or to
                become payable by the Company to any employee, or the declaration,
                payment, or commitment or obligation of any kind for the pay­ment by
                the Company of a bonus or other additional salary or compensation
                to any
                such person except in the normal course of business, consistent with
                past
                practices of the Company;

            


    

    


    
      	
               

            	
              (d)

            	
              The
                Company will not sell, lease, transfer or assign any of their assets,
                tangible or intangible, other than for a fair consideration in the
                ordinary course of business;

            


    

    


    
      	
               

            	
              (e)

            	
              The
                Company will not accelerate, terminate, modify or cancel any agreement,
                contract, lease or license (or series of related agreements, contracts,
                leases and licenses) involving more than $10,000 to which the Company
                is a
                party;

            


    

    


    
      	
               

            	
              (f)

            	
              The
                Company will not make any loans to any person or entity, or guarantee
                any
                loan, absent the consent of the
                Purchaser;

            


    

    


    
      	
               

            	
              (g)

            	
              The
                Company will not waive or release any right or claim held by the
                Company,
                absent the consent of the
                Purchaser;

            


    

    


    
      	
               

            	
              (h)

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

            


    

    


    
      	
               

            	
              (i)

            	
              The
                Company will not issue any note, bond or other debt security or create,
                incur or assume, or guarantee any indebtedness for borrowed money
                or
                capitalized lease obligations;

            


    

    


    
      	
               

            	
              (j)

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

            


    


    
      
        
        

      

      
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              (k)

            	
              The
                Company will not make any loan to, or enter into any other transaction
                with, any of their directors, officers, and
                employees;

            


    

    


    
      	
               

            	
              (l)

            	
              The
                Company will not make any change in any method, practice, or principle
                of
                accounting involving the Company’s business or the assets of the
                Company;

            


    

    


    
      	
               

            	
              (m)

            	
              The
                Company will not issue, sell or otherwise dispose of any of its capital
                stock or create, sell or dispose of any options, rights, conversion
                rights
                or other agreements or commitments of any kind relating to the issuance,
                sale or disposition of any of its equity
                interests;

            


    

    


    
      	
               

            	
              (n)

            	
              The
                Company will not reclassify, split up or otherwise change any of
                its
                common stock or capital structure;

            


    

    


    
      	
               

            	
              (o)

            	
              The
                Company will not be a party to any merger, consolidation or other
                business
                combination; and

            


    

    


    
      	
               

            	
              (p)

            	
              The
                Company will not agree to take any action described in this Section
                7.3.

            


    

    


    


    ARTICLE
      VIII

    CLOSING
      ADJUSTMENTS

    


    The
      Sellers, the Company, Stellar and
      the Purchaser agree that there shall be an adjustment made within thirty (30)
      days of the Closing Date to adjust for liabilities that exist of the Company
      and
      Stellar as of the Closing Date so that the Sellers shall be responsible and
      liable to the Purchaser for the liabilities of the Company or Stellar that
      exist
      as of the Closing Date, less any credit which Sellers would be entitled to
      for
      cash on hand, credit card receivables, pro rata portion of prepaid items and
      inventory on hand (at cost) as of the Closing Date.

    


    


    ARTICLE
      IX

    INDEMNIFICATION

    


    Section
      9.1  Indemnification from
      Sellers.  Sellers, jointly and severally, hereby agree to and
      shall indemnify, defend (with legal counsel reasonably acceptable to Purchaser),
      and hold Purchaser, its officers, directors, employees, affiliates, 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 of
      the
      Purchaser Group arising from: (a) any misrepresentation by, or breach of any
      covenant or warranty of the Sellers, the Company or Stellar contained in this
      Agreement, or any exhibit, certificate, or other instrument furnished or to
      be
      furnished by Sellers,  the Company or Stellar hereunder; (b) any
      nonfulfillment of any agreement on the part of Sellers, the Company or Stellar
      under this Agreement; (c) any liability or obligation due to any third party
      by
      the Company or Stellar incurred at or prior to the Closing Date; or (d) any
      suit, action, proceeding, claim or investigation against Purchaser which arises
      from or which is based upon or pertaining to Seller’s or the Company’s or
      Stellar’s conduct or the operation or liabilities of the business of the Company
      or Stellar prior to the Closing Date.


    
      
        
        

      

      
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    Section
      9.2  Indemnification from
      Purchaser.  Purchaser agrees to and shall indemnify, defend (with
      legal counsel reasonably acceptable to the Sellers) and hold each Seller and
      their affiliates, agents, legal counsel, successors and assigns (collectively,
      the "Sellers 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 attorney’s fees and costs of any suit related
      thereto)  suffered or incurred by any of the Sellers Group, arising
      from (a) any misrepresentation by, or breach of any covenant or warranty of
      Purchaser contained in this Agreement or any exhibit, certificate, or other
      agreement or instrument furnished or to be furnished by Purchaser hereunder;
      (b)
      any nonfulfillment of any agreement on the part of Purchaser under this
      Agreement; (c) any liability or obligation due to any third party by the Company
      or Stellar incurred subsequent to the Closing Date; or (d) any suit, action,
      proceeding, claim or investigation against Sellers which arises from or which
      is
      based upon or pertaining to Purchaser’s conduct or the operation of the business
      of the Company or Stellar subsequent to the Closing Date.

    


    Section
      9.3  Defense of
      Claims.  If any lawsuit enforcement action or any attempt to
      collect on an alleged liability is filed against any party entitled to the
      benefit of indemnity hereunder, written notice thereof shall be given to the
      indemnifying party within ten (10) business days after receipt
      of  notice 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 damage 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 individuals
      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.


    
      
        
        

      

      
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    Section
      9.5  Right to
      Offset.  In the event that the Purchaser is entitled to
      indemnification in accordance with Section 9.1 and 9.3 hereof, including the
      payment by the Purchaser or any debts or liabilities of the Company which were
      incurred prior to the Closing Date, then Purchaser shall have the right to
      offset any such amount in excess of $10,000, in the aggregate, from any
      obligations that are then due and payable to the Sellers.

    


    Section
      9.6  Survival of Representations
      and Warranties.  The respective representations, warranties 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 (“Survival Date”).  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.

    


    ARTICLE
      X

    MISCELLANEOUS

    


    Section
      10.1  Amendment;
      Waiver.  Neither this Agreement nor any provision hereof may be
      amended, modified or supplemented unless in writing, executed by all the parties
      hereto.  Except as otherwise expressly provided herein, no waiver with
      respect to this Agreement shall be enforceable unless in writing and signed
      by
      the party against whom enforcement is sought.  Except as otherwise
      expressly provided herein, no failure to exercise, delay in exercising, or
      single or partial exercise of any right, power or remedy by any party, and
      no
      course of dealing between or among any of the parties, shall constitute a waiver
      of, or shall preclude any other or further exercise of, any right, power or
      remedy.

    


    Section
      10.2  Notices.  Any
      notices or other communications required or permitted hereunder shall be
      sufficiently given if in writing and delivered in Person or sent by registered
      or certified mail (return receipt requested) or nationally 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 Stanton:

            	
              150
                NW 183rd
                Street, Suite 200

            
	 	 	
              Miami
                Gardens, Florida 33169

            
	 	 	 
	 	 	 
	
              (b)

            	
              If
                to Hickmore:

            	
              150
                NW 183rd
                Street, Suite 200

            
	 	 	
              Miami
                Gardens, Florida 33169

            


    

     

    
      
        
        

      

      
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              (c)

            	
              If
                to the Company

            	
              Miami
                Gardens Square One, Inc.

            
	 	
              or
                Stellar

            	
              d/b/a
                Tootsie’s Cabaret

            
	 	 	
              150
                NW 183rd
                Street

            
	 	 	
              Miami
                Gardens, Florida 33169

            
	 	 	 
	
              (d)

            	
              if
                to Purchaser:

            	
              Rick’s
                Cabaret International, Inc.

            
	 	 	
              Attn:  Eric
                Langan, President/CEO

            
	 	 	
              10959
                Cutten Road

            
	 	 	
              Houston,
                Texas  77066

            
	 	 	 
	 	
              with
                a copy to:

            	
              Robert
                D. Axelrod

            
	 	 	
              Axelrod,
                Smith & Kirshbaum

            
	 	 	
              5300
                Memorial Drive, Suite 700

            
	 	 	
              Houston,
                Texas  77007

            


    

    


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

    


    Section
      10.3  Severability.  Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but if any provision of
      this
      Agreement is held to be prohibited by or invalid under applicable law, such
      provision will be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of this Agreement.

    


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

    


    Section
      10.5  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 agree upon the text of a public announcement
      or
      statement to be made by the party desiring to make such public announcement;
      provided, however, that if any party hereto is required by law to make such
      public announcement or statement, then such announcement or statement may be
      made without the approval of the other parties.

    


    Section
      10.6  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.


    
      
        
        

      

      
        Stock
          Purchase Agreement - Page
          17

        
          

        

      

      
        
        

      

    


    Section
      10.7  Choice of
      Law.  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.  In any action between or among any of the parties,
      whether arising out of this Agreement or otherwise, each of the parties
      irrevocably consents to the exclusive jurisdiction and venue of the federal
      and
      state courts located in Harris County, Texas.

    


    Section
      10.8  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.

    


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

    


    Section
      10.10  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
      10.11  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 The Company) or any entity that is not a party to
      this Agreement.

    


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

    


    Section
      10.13  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
      10.14  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
      APPEAR ON THE FOLLOWING PAGE.]


    
      
        
        

      

      
        Stock
          Purchase Agreement - Page
          18

        
          

        

      

      
        
        

      

    


    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:  November
                30, 2007

            	 
	 	 	 
	 	 	 
	 	
              MIAMI
                GARDENS SQUARE ONE, INC.

            	 
	 	 	 
	 	
              /s/
                Norman Hickmore

            	 
	 	
              By:  Norman
                Hickmore, President

            	 
	 	 	 
	 	
              Date:  November
                30, 2007

            	 
	 	 	 
	 	 	 
	 	
              STELLAR
                MANAGEMENT CORPORATION

            	 
	 	 	 
	 	
              /s/
                Norman Hickmore

            	 
	 	
              By:  Norman
                Hickmore, President

            	 
	 	 	 
	 	
              Date:  November
                30, 2007

            	 
	 	 	 
	 	 	 
	 	
              RICHARD
                STANTON

            	 
	 	 	 
	 	
              /s/
                Richard Stanton

            	 
	 	
              Richard
                Stanton, Individually,

            	 
	 	
              Shareholder
                of Miami Gardens Square One, Inc.

            	 
	 	
              d/b/a
                Tootsie’s Cabaret, and

            	 
	 	
              Shareholder
                of Stellar Management Corporation

            	 
	 	 	 
	 	 	 
	 	
              NORMAN
                HICKMORE

            	 
	 	 	 
	 	
              /s/
                Norman Hickmore

            	 
	 	
              Norman
                Hickmore, Individually,

            	 
	 	
              Shareholder
                of Miami Gardens Square One, Inc.

            	 
	 	
              d/b/a
                Tootsie’s Cabaret, and

            	 
	 	
              Shareholder
                of Stellar Management Corporation

            	 


    


     

    Stock
      Purchase Agreement - Page 19