NON-COMPETITION AGREEMENT

This Non-Competition Agreement dated September 4, 2008 (the "Non-Competition Agreement"), is 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 “Buyer”) and Dennis DeGori (“DeGori”), a Nevada resident (sometimes collectively referred to as the “Parties”).

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, D.I. 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 , Seller owns and operates an adult entertainment cabaret known as “SCORES” (“SCORES” or the “Business”), located at 3355 Procyon Street, Las Vegas, Nevada 89102 (the “Real Property”); and

WHEREAS , pursuant to the terms and conditions of the Asset Purchase Agreement, Seller has agreed to sell to Buyer all of the assets related to the Business (the “Acquisition”); and

WHEREAS , DeGori is a member of the Seller and will benefit from the Transaction; and

WHEREAS , in connection with the Transaction, Buyer has agreed to pay Seller consideration as more fully described in the Asset Purchase Agreement; and

WHEREAS , Buyer and Rick’s require that DeGori enter into this Non-Competition Agreement as a condition to Buyer and Rick’s entering into the Transaction; and

WHEREAS , Buyer and Rick’s have agreed to pay to DeGori, upon the execution hereof, an additional cash consideration of $66,667 (the “Cash Consideration”) for entering into this Non-Competition Agreement; and

WHEREAS , DeGori agrees to enter into this Non-Competition Agreement in consideration of acts and payments on the part of Buyer and Rick’s as contemplated by the Transaction and by this Non-Competition Agreement; and

WHEREAS , all terms not defined herein shall have the meaning set forth in the Asset Purchase Agreement.

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

1.            Definitions .  "Proprietary and confidential information" means information that is kept as confidential including, but not limited to (i) financial information, consisting of financial cost, and sales data and other information of SCORES; (ii) personnel information of SCORES; (iii) and lists, whether written or in electronic form, of customers and accounts, contracts, sales information, pricing lists, vendor and supplier lists of SCORES.  Proprietary and confidential information shall not include information available to the public through no fault of DeGori or information required to be disclosed by court order.  Proprietary and confidential information under this Agreement is also not intended to, nor shall it include (a) information DeGori knew or possessed prior to his affiliation with SCORES; (b) information DeGori obtained through other business operations; (c) information not specific to SCORES, but used by DeGori in other business operations, including, but not limited to Scores (Chicago), the Penthouse Club and/or Scores (Los Angeles); or (d) other general industry knowledge possessed by DeGori by virtue of his experience in the nightclub/adult entertainment business.

By way of illustration only, proprietary and confidential information is meant to cover written or electronic lists of customers and accounts, contracts, sales information, pricing lists, vendor and supplier lists that are in the possession of or maintained by SCORES.  The Parties acknowledge that DeGori is not allowed to remove, replicate or maintain such any such lists after the Transition (except for purposes relating to his Consulting Agreement).  The Parties further acknowledge, however, that DeGori may possesses such information through his other businesses and/or through his general knowledge of the industry and that such knowledge and/or information is not considered proprietary and confidential information for SCORES under this Agreement.  The Parties further acknowledge that DeGori may possess information relating to SCORES that is combined with information relating to other business operations of which he is a member (e.g. comparative financial information).  DeGori is not required by virtue of this Agreement to turn over or destroy such information, provided it is not used in violation of this Agreement.

2.            Non-Disclosure and Confidentiality Covenants .  DeGori acknowledges that the  proprietary and confidential information of SCORES, as it exists from time to time, is valuable to SCORES' business.  Additionally, DeGori acknowledges that the business goodwill and business contacts of  SCORES are being sold, transferred and conveyed to the Buyer and will become the sole property of the Buyer and are among the most valuable business assets being sold, transferred and conveyed to Buyer.  Buyer acknowledges that an inseparable, but indeterminate amount of business goodwill and business contacts are possessed by DeGori individually and not by SCORES and that DeGori is not, and cannot, transfer such goodwill and contacts entirely without losing his ability to work in the nightclub/adult entertainment industry.  Therefore, in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to protect the foregoing valuable property of SCORES, DeGori expressly covenants and agrees as follows:

DeGori will not:

(1)           Disclose, directly or indirectly,  proprietary and confidential information, or any part thereof, to any person, firm, corporation, association or other entity for any reason or purpose whatsoever; or

(2)           Directly or indirectly use any of the SCORE's proprietary and confidential information.

3.            Covenant Not to Compete.   For a period of twenty-four (24) months after the date of execution of this Non-Competition Agreement (the “Term”), DeGori specifically agrees that he will not, for himself, on b