THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT

This Third Amendment to Asset Purchase Agreement (the “Agreement”) is made and entered into this 4th day of September, 2008, by and among Rick’s Cabaret International, Inc., a Texas corporation (“Rick’s), its wholly owned subsidiary, RCI Entertainment (Las Vegas), Inc., a Nevada corporation (the “Purchaser”), DI Food and Beverage of Las Vegas, LLC, a Nevada limited liability company (“DI Food” or “Seller”) and Harold Danzig (“Danzig”), Frank Lovaas (“Lovaas”) and Dennis DeGori (“DeGori”), who are all members of DI Food.  Messrs. Danzig, Lovaas and DeGori are hereinafter collectively referred to herein as “Members”.

WHEREAS, Purchaser, Rick’s, Seller and the Members entered into an Asset Purchase Agreement dated April 17, 2008, (“Purchase Agreement”) for (i) the acquisition by Purchaser of all of the assets owned by the Seller which are associated or used in connection with the operation of an adult entertainment cabaret known as “SCORES” located at 3355 Procyon Street, Las Vegas, Nevada 89102 (the “Real Property” or the “Premises”), all as set forth in the Purchase Agreement; and (ii) the entering into an Option Agreement pursuant to which either the Purchaser or Seller may exercise the option to purchase the Real Property where SCORES is located; and

WHEREAS, Purchaser, Rick’s, Seller and the Members entered into an Amendment to the Asset Purchase Agreement dated June 8, 2008, amending Section 4.1 of the Purchase Agreement to change the Closing Date and Section 11.1 of the Purchase Agreement to change the Termination Date; and

WHEREAS, Purchaser, Rick’s, Seller and the Members entered into a Second Amendment  to the Asset Purchase Agreement effective June 30, 2008, amending Section 3.1 of the Purchase Agreement to change the structure of the Purchase Price, amending Section 4.1 of the Purchase Agreement to change the Closing Date and amending Section 11.1 of the Purchase Agreement to change the Termination Date; and

WHEREAS, Purchaser, Rick’s, Seller and the Members have negotiated, in good faith, new terms and conditions of the Purchase Agreement and wish to amend and restate, in its entirety, the Purchase Agreement.

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:

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

This Asset Purchase Agreement (the “Agreement”) is made and entered into this 17 ^th   day of April, 2008, by and among Rick’s Cabaret International, Inc., a Texas corporation (“Rick’s), its wholly owned subsidiary, RCI Entertainment (Las Vegas), Inc., a Nevada corporation (the “Purchaser”), DI Food and Beverage of Las Vegas, LLC, a Nevada limited liability company (“DI Food” or “Seller”) and Harold Danzig (“Danzig”), Frank Lovaas (“Lovaas”) and Dennis DeGori (“DeGori”), who are all members of DI Food.  Messrs. Danzig, Lovaas and DeGori are hereinafter collectively referred to herein as “Members”.

WHEREAS , DI Food presently owns and operates an adult entertainment cabaret known as “SCORES” (the “Business” or “SCORES”) located at 3355 Procyon Street, Las Vegas, Nevada 89102 (the “Real Property” or the “Premises”); and

WHEREAS , DI Food presently has an option to purchase the Real Property where SCORES is located; and

WHEREAS , the Members own 100% of the membership interest of DI Food (the “Membership Interest”); and

WHEREAS , DI Food desires to sell, transfer and convey all of the assets owned by it which are associated or used in connection with the operation of SCORES to the Purchaser, including the option to purchase the Real Property on the terms and conditions set forth herein; and

WHEREAS , the Purchaser desires to purchase the assets from DI Food 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:

Section 1.1     Assets of Seller to be Transferred to Purchaser .  On the Closing Date (as defined in Section 4.1 hereof), and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, transfer and assign, or cause to be sold, conveyed, transferred and assigned to Purchaser free and clear of all liens and encumbrances, and Purchaser shall acquire all of the tangible and intangible assets and personal property of every kind and description and wherever situated of the business of SCORES from the Seller, including but not limited to, the following personal property of the Seller:

All of the items set forth in this Section 1.1 are collectively referred to as the “Purchased Assets”.

Section 1.2     Excluded Assets .  Specifically excluded from the Purchased Assets are the corporate seals, books, accounting records and records related to corporate governance of the Seller and those assets listed on Exhibit 1.2 (hereinafter collectively referred to as the “Excluded Assets”).

Section 2.1     Excluded Liabilities .  Notwithstanding anything contained in this Agreeent to the contrary, Purchaser shall have no obligation and is not assuming, and Seller shall retain, pay, perform, defend and discharge all of the liabilities and obligations of every kind whatsoever related or connected to the Purchased Assets or the business of SCORES arising or accruing prior to the Closing Date, whether disclosed or undisclosed, known or unknown on the Closing Date, direct or indirect, absolute or contingent, secured or unsecured, liquidated or unliquidated, accrued or otherwise, whether liabilities for taxes, liabilities of creditors, liabilities arising under any profit sharing, pension or other benefit under any plan of Seller, liabilities to any Governmental Agency (as hereinafter defined) or third parties, liabilities assumed or incurred by Seller by operation of law or otherwise (collectively, the “Excluded Liabilities”), including, but not limited to, (i) contractual liabilities arising from SCORES’ business or ownership of the Purchased Assets prior to the Closing Date, and (ii) any taxes owing by Seller, whether occurring before or after Closing and whether related to the business of SCORES, the Purchased Assets or otherwise and any Liens on the Purchased Assets relating to any such taxes.

Section 2.2     Taxes .  Seller shall pay when due any sales, transfer, excise, or other taxes which may be imposed in any jurisdiction in connection with or arising from the sale and transfer of any of the Purchased Assets to Purchaser.

Section 2.3     Bulk Sales Laws .  Seller acknowledges that any applicable provisions of any tax clearance or bulk sales laws pertaining to the transactions contemplated by this Agreement are  being complied with and that Seller agrees to indemnify and hold harmless Purchaser from and against any and all liabilities arising out of or relating to any such tax clearance or bulk sales law.  Any such liability shall be an Excluded Liability.

Section 3.1     Purchase Price .  As consideration for the purchase of the Purchased Assets, Purchaser shall pay to Seller an aggregate amount payable at Closing as follows:

Section 3.2     Right of Seller to “Put” Shares.

The (i) $12,000,000 cash payment (ii) the Rick’s Promissory Note and (iii) the Rick’s Shares are collectively referred to as the “Purchase Price”.

Section 3.3     Payment into Escrow .  As of the date of execution of this Agreement, the Purchaser shall have deposited $250,000 into an escrow account (the “Escrow Amount”) with Robert D. Axelrod, P.C. (the “Escrow Agent”) pursuant to a written Escrow Agreement with the Seller and the Escrow Agent (the “Escrow Agreement”).  The $250,000 shall be held in escrow until the Closing as hereinafter defined.

In the event that the Closing occurs, the Escrow Amount will be paid by the Escrow Agent to the Seller and shall be credited against the cash portion of the Purchase Price as set forth in Section 3.1(i) above.  The Escrow Agreement shall further provide that if the Purchaser, through no fault of Seller, does not complete the acquisition as provided for in this Agreement, that the Seller shall be entitled, as its sole, legal and equitable remedy, to receive and retain all of the Escrow Amount as and for its liquidated damages.  The Escrow Agreement shall further provide that in the event that the Closing does not occur through no fault of Purchaser, then the Purchaser shall be entitled, in addition to any other remedies which it may have, to receive and retain all of the Escrow Amount.

Section 3.4     Pro Rata Payment of License Fees .  In the event that the Purchaser does not complete and close the acquisition of the Purchased Assets by May 31, 2008, then the Purchaser and Seller agree that any licensing fees that are required to be renewed and paid for by he Seller after May 31, 2008, and prior to the Closing Date shall be pro rated for the applicable renewal period and the Purchaser will be required to reimburse the Seller at Closing for the pro rata portion of the term of the licensing fee that each of Purchaser and Seller shall have the use and benefit.

Section 4.1     The Closing .  The closing of the transactions contemplated by this Agreement shall take place not later than September 8, 2008 (the “Closing Date”), at the offices of Lovaas & Lehtinen, a Professional Corporation, 3016 W. Charleston Blvd., Suite 210, Las Vegas, Nevada 89102, or at such other time and place as agreed upon among the parties hereto (the “Closing”).

Section 4.2     Right to License Name .  In the event that the Closing does not occur on or prior to May 6, 2008, then Rick’s will agree, commencing on that date, to license its name for a period of ninety (90) days (or until the Closing Date if sooner) without charge to DI Food to use instead and in place of the name SCORES at the Premises.

Section 4.3      Delivery and Execution .  At the Closing: (a) the Seller shall deliver to Purchaser all instruments of assignment and bills of sale necessary to transfer to Purchaser good and marketable title to the Purchased Assets free and clear of all liens, charges or encumbrances against delivery by Purchaser to the Seller of payment in an amount equal to the Purchase Price of the Purchased Assets being purchased by Purchaser in the manner set forth herein; (b) the Seller and Purchaser shall deliver the various certificates, instruments and documents (and shall take the required actions) referred to in Articles VII and VIII below; and (c) the Related Transaction (as defined below) shall be consummated concurrently with the Closing.

Section 4.4     Related Transaction .  In addition to the purchase and sale of the Purchased Assets, the following actions shall take place contemporaneously at the Closing (the "Related Transaction"):

(a)            Covenant Not to Compete .  At Closing certain members and managers of DI Food will enter into a Non-Competition Agreement as agreed to by the parties and attached hereto as Exhibit 4.4(a).

(b)            Consulting Agreement .  At Closing, DeGori will enter into a Consulting Agreement with Rick’s as evidenced by a Consulting Agreement as agreed to by the parties and attached hereto as Exhibit 4.4(b).

The Seller and the Members, jointly and severally, hereby represent and warrant to Purchaser and Rick’s as follows:

Section 5.1     Organization, Good Standing and Qualification.

Section 5.2    Ownership of the Purchased Assets .  Seller owns all of the Purchased Assets free and clear of any liens, claims, equities, charges, options, rights of first refusal, or encumbrances. Seller has the unrestricted right and power to transfer, convey and deliver full ownership of the Purchased Assets 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 Purchased Assets 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.

Section 5.3    Authorization .  The Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.  All action on the part of the Seller necessary for the authorization, execution, delivery and performance of this Agreement and all documents related to consummate the transactions contemplated herein have been taken or will be taken prior to the Closing Date by the Seller. This Agreement, when duly executed and delivered in accordance with its terms, will constitute legal, valid and binding obligations of the Seller enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization and other similar laws of general application affecting creditors’ rights generally or by general equitable principles.

Each Member, individually, represents 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.  All action on the part of such Member 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 such Member enforceable against him in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization and other similar laws of general application affecting creditors’ rights generally or by general equitable principles.

Section 5.4    Acquisition of the Rick’s Shares .  The Seller understands that the issuance by Rick’s of the  Rick’s Shares (as referenced in Section 3.1 herein) will not have been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities acts, and accordingly, are restricted securities.

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

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

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

Seller further understands and agrees that Rick’s may notify its transfer agent of the Lock-Up/Leak Out Agreement and the limitation on the number of the Rick’s Shares that Seller may sell in any given month in accordance with the terms and conditions of the Lock-Up/Leak Out Agreement as described in Section 3.2(b) above.

Section 5.5      Seller’s Access to Information .  The Seller hereby confirms and represents that it (a) has received a copy of Rick’s Form 10-KSB filed with the Securities and Exchange Commission (the “SEC”) for the year ended September 30, 2007, and a copy of Rick’s Form 10-QSB for the quarters ended December 31, 2007, March 31, 2008 and June 30, 2008, as filed with the SEC; (b) a copy of Rick’s Form 14C filed with the SEC on June 27, 2007; (c) a copy of the Form 8-K’s filed with the SEC on January 28, 2008, February 11, 2008, February 13, 2008, March 7, 2008, March 18, 2008, April 3, 2008, April 4, 2008, April 23, 2008, May 9, 2008, May 14, 2008, June 17, 2008, June 23, 2008 and Form 8-K/A’s dated June 9, 2008 and July 2, 2008; (d) has been afforded the opportunity to ask questions of and receive answers from representatives of  Rick’s concerning the business and financial condition, properties, operations and prospects of Rick’s; (e) has such knowledge and experience in financial and business matters so as to be capable of evaluating the relative merits and risks of the transactions contemplated hereby; (f) has had an opportunity to engage and is represented by an attorney of his choice; (g) has had an opportunity to negotiate the terms and conditions of this Agreement; (h) has been given adequate time to evaluate the merits and risks of the transactions contemplated hereby; and (i) has been provided with and given an opportunity to review all current information about Rick’s.  Seller has asked such questions to representatives of Rick’s about Rick’s as it desires to ask and all such questions have been answered to the full satisfaction of the Seller.  The forms filed by Rick’s with the SEC as set forth in Section 5.5(a), (b) and (c) are hereafter collectively referred to as “SEC Reports”.

Section 5.6     Purchase for Investment .  Seller acknowledges that it is an Accredited Investor as that term is defined in Rule 501(a) of Regulation D of the Act, as amended.  Seller and its representatives have received, or have had access to, and have had sufficient opportunity to review, all books, records, financial information and other information which Seller considers necessary or advisable to enable it to make a decision concerning its acquisition of the Rick’s Shares, and that it possesses such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment hereunder.

Section 5.7     No Breaches; Consents .  Except as set forth in Schedule 5.7, the execution, delivery, and performance of this Agreement and the transactions contemplated hereby by the Seller does not:  (i) violate any provision of its Articles of Organization or Regulations, (ii) conflict with, violate, or constitute a breach of or a default under, (iii) result in the creation or imposition of any lien, claim, or encumbrance of any kind upon the Purchased Assets, or (iv) 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 Seller is a party or by which the Purchased Assets 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 5.8     Pending Claims .  Except as set forth in Schedule 5.8, there is no claim, suit, arbitra