CONSULTING AGREEMENT

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement") is by and between RICK’S CABARET INTERNATIONAL, INC. , a Texas corporation ("Rick’s") and DENNIS DEGORI ("Consultant" or “DeGori”), a Nevada resident.

W I T N E S S E T H:

WHEREAS , the parties entered into an Asset Purchase Agreement dated April 17, 2008, as subsequently amended (the “Asset Purchase Agreement”), between the Buyer, Rick’s, DI Food and Beverage of Las Vegas, LLC, a Nevada limited liability company (the “Seller”) and Harold Danzig (“Danzig”), Frank Lovaas (“Lovaas”) and DeGori pursuant to which Buyer will acquire substantially all of the assets of Seller in accordance with the terms and conditions thereof (the “Transaction”); and

WHEREAS, as part of the Asset Purchase Agreement, Rick’s required that DeGori enter into a Non-Competition Agreement (“Non-Competition Agreement”) as a condition to Buyer and Rick’s entering into the Transaction; and

WHEREAS, as a further part of the Asset Purchase Agreement and the entering into the Non-Competition Agreement, Rick’s desires for Consultant to provide management consulting services to Rick’s; and

WHEREAS, as a further part of the Asset Purchase Agreement and the entering into the Non-Competition Agreement, DeGori desires to provide consulting services as provided for herein to Rick’s.

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

1.            Service .   Rick’s hereby engages Consultant and Consultant hereby accepts engagement with Rick’s upon the terms and conditions hereinafter set forth.

2.            Duties .

(a)  Subject to the power of the Chief Executive Officer of Rick’s, Consultant will serve Rick’s as a Nightclub Management Consultant. In general, the scope of the Consultant’s duties shall be to provide advice, direction and assistance to Rick’s with respect to (a) improving club earnings; (b) formulating recommendations for new systems and procedures to improve club revenues and day to day club operations; (c) evaluating and targeting for reduction of club operational expenses; (d) evaluating club operations through onsite inspections and analysis and providing reports thereon; (e) improving day to day customer service; (f) improving day to day customer relationships; and (g) increasing market awareness of the name “Rick’s”.  The nature and content of any actions, reports, decisions or obligations undertaken in connection with the advice or assistance provided by the Consultant are solely the obligation of Rick’s.

(b)  It is understood by and between the Parties that Consultant will provide services to Rick’s as set forth above, but that these services shall not require Consultant to have the duties or obligations of an employee of Rick’s with respect to scheduling or reporting to anyone other than Rick’s Chief Executive Officer.  It is further understood that Consultant operates, owns, owns an interest in and/or provides services for other nightclub/adult entertainment establishments inside and outside the State of Nevada.  As such, while Consultant will use his best efforts to provide services to Rick’s under this Agreement, it is understood that he shall not be required to have a set schedule, to provide services at any location without prior notification of at least seven days, to consult over holidays or to otherwise be required to unreasonably provide services to Buyer to the exclusion of his other business obligations.

3.             Term .   Subject to the terms and conditions hereof, the term of engagement of Consultant will be twelve (12) months from the execution hereof and will terminate on September 4, 2009 (the “Term”), unless earlier terminated by either party pursuant to the terms hereof.

4.             Compensation and Benefits During the Engagement Term .