NON-COMPETITION AGREEMENT

NonCompetition Agreement

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This NonCompetition Agreement involves

RICKS CABARET INTERNATIONAL INC | BLP Holdings, LLC | Brian Paul

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Title: NON-COMPETITION AGREEMENT
Governing Law: Texas Date: 4/25/2007
Industry: Restaurants Sector: Services

NON-COMPETITION AGREEMENT, Parties: ricks cabaret international inc , blp holdings llc , brian paul

Exhibit 10.2

{EXECUTION VERSION}

NON-COMPETITION AGREEMENT

This Non-Competition Agreement dated April 23, 2007 (the "Non-Competition Agreement"), is by and among Rick’s Cabaret International, Inc., a Texas corporation, (the “Company”), BLP Holdings, LLC., a Texas limited liability company (“Seller”), and Brian Paul, an individual residing in Flower Mound, Texas (“Paul”).

W I T N E S S E T H:

WHEREAS , simultaneously herewith, the Seller has entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with the Company to sell to the Company 251,000 shares of common stock, no par value, of WKC, Inc. (“WKC”) which shares represents 100% of the issued and outstanding shares of WKC (the “Transaction”); and

WHEREAS , Paul is the President of WKC and is the sole manager and member of the Seller; and

WHEREAS , WKC owns and operates an adult entertainment cabaret known as New Orleans Nights (“New Orleans Nights” or the “Club”) located at 7101 Calmont, Fort Worth, Texas 76116 (the “Premises”); and

WHEREAS , the Seller and Paul will each benefit from the Transaction; and

WHEREAS , the Company requires that the Seller and Paul enter into this Non-Competition Agreement as a condition to the Company entering into the Transaction; and

WHEREAS , to induce the Company to enter into the Stock Purchase Agreement and to complete the Transaction, the Seller and Paul each agree to enter into this Non-Competition Agreement; and

NOW, THEREFORE, in consideration of the premises, the closing of the Transaction and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and the Company agree as follows:

1. Covenants. For a period of five (5) years following the Closing Date set forth in the Stock Purchase Agreement (such five (5) year period being referred to herein as the “Restricted Period”), neither Seller nor Paul shall, directly or indirectly, either as an employee, employer, consultant, agent, lender, principal, partner, stockholder, corporate officer, director, investor, or financier or in any other individual or representative capacity, whether for compensation or not:

(a)

Own or share in the earnings of, carry on, manage, operate, control, be engaged in, render services to, solicit customers for any business engaged in the operation of an establishment featuring live female nude or semi-nude entertainment within a twenty (20) mile radius of the Premises (the “Prohibited Area”); or

(b)

Solicit or induce, or attempt to solicit or induce, wherever located, any employee, independent contractor, or agent or consultant of WKC, the Company or any of its affiliates, or the Club to leave his or her employment or terminate his or her agreement or relationship with WKC, the Company or any of its affiliates or the Club.

2. Seller’s and Paul’s Acknowledgments and Agreements . The Seller and Paul each acknowledge and agree that:

(a)

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

(b)

These covenants protect a legitimate interest of WKC and the Company and do not serve solely to limit WKC’s and the Company’s future competition;

(c)

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

(d)

A breach of these covenants by the Seller or Paul would cause irreparable damage to WKC and the Company;

(e)

These covenants will not preclude the Seller or Paul from obtaining reasonable business relationships or becoming gainfully employed following the closing of the Stock Purchase Agreement;

(f)

These covenants are reasonable in scope and are reasonably necessary to protect WKC’s and the Company’s business and goodwill and valuable and extensive trade which WKC and the Company have established through their own expense and effort;

(g)

The signing of this Non-Competition Agreement is necessary as part of the consummation of the Transaction previously discussed; and

(h)

The Seller and Paul have carefully read and considered all provisions

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