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 Frank Lovaas (“Lovaas”).

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”), Dennis DeGori (“DeGori”) and Lovaas 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 condition of the Asset Purchase Agreement, Seller has agreed to sell to Buyer all of the assets related to the Business (the “Acquisition”); and

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

WHEREAS , Lovaas 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 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.            Definitions .  "Trade Secrets and other proprietary and confidential information" mean and consist of, for example, and not intending to be inclusive, (i) methods of doing business; (ii) financial information, consisting of financial cost, and sales data and other information of SCORES; (iii) personnel information of SCORES; (iv) lists, whether written or in electronic form, of customers and accounts, contracts, sales information, pricing lists, vendor and supplier lists of SCORES; and (v) other information of a confidential nature of SCORES which must remain confidential for the continuing success of SCORES and of the Buyer.  Confidential information shall not include information available to the public through no fault of Lovaas or information required to be disclosed by court order.

2.            Non-Disclosure and Confidentiality Covenants .  Lovaas acknowledges that the SCORE = s Trade Secrets and other proprietary and confidential information of SCORES, as they may exist from time to time, are valuable, special and unique assets of the SCORES's business.  Additionally, Lovaas 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.  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, Lovaas expressly covenants and agrees as follows:

Lovaas will not:

(1)           Disclose, directly or indirectly, the SCORE's Trade Secrets and other 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 Trade Secrets and other proprietary and confidential information, or any part thereof, for his own purpose or for his own benefit in any activity of any nature whatsoever.

3.            Covenant Not to Compete.   For a period of twelve (12) months after the date of execution of this Non-Competition Agreement (the “Term”), Lovaas specifically agrees that he will not, for himself, on behalf of or in conjunction with any person, firm, corporation or entity (either as principal, employee, shareholder, member, director, officer, partner, consultant, owner or part owner of any corporation, partnership or any type of business entity), directly or indirectly, whether for compensation or not, compete with  Rick’s or Buyer or any of Rick’s subsidiaries or affiliates, or the club known as SCORES by owning or sharing in the earnings of, carrying on, managing, operating, controlling, being engaged in, rendering services to, soliciting customers for, participating in or otherwise being connected with, any business engaged in the operation of an establishment providing live female nude or semi-nude adult entertainment in Clark County, Nevada, or any of its surrounding counties; provided, however, that this Non-Competition Agreement shall specifically exclude the Penthouse Club and the Bada Bing Club located in Clark County, Nevada.

4.            Covenant of Non-Solicitation and Employmen