8% PROMISSORY NOTE OF RICK?S CABARET INTERNATIONAL, INC

FOR VALUE RECEIVED, RICK’S CABARET INTERNATIONAL, INC., a Texas corporation with its principal office located at 10959 Cutten Road, Houston, Texas 77066 (the "Company" ), unconditionally promises to pay to DI Food and Beverage of Las Vegas, LLC , a Nevada limited liability company, whose address is 3355 Procyon Street, Las Vegas, Nevada 89102, or the registered assignee, upon presentation of this 8% Promissory Note (the "Note" ) by the registered holder hereof (the "Holder" ) at the office of the Company, the principal sum of $3,000,000 (the “Principal Amount” ), together with any accrued and unpaid interest thereon, subject to the terms and conditions set forth below, on September 1, 2010 (the “Maturity Date” ), if not sooner paid.   The date of execution and issuance of this Note is September 5, 2008 (“ Original Issue Date ”).

The following terms shall apply to this Note:

1.            Schedule for Payment of Principal and Interest .

The Company shall pay to the Holder seventeen (17) equal monthly installments of $60,829.18 of principal plus interest on the Principal Amount outstanding hereunder, in cash, in arrears, at the rate of eight percent (8%) per annum from the Original Issuance Date, commencing with the first monthly payment due April 5, 2009 and subsequent monthly payments thereafter due on the first day of each successive month through August 5, 2010, with a final payment of $2,443,717.46 being due and payable on September 5, 2010, being the Maturity Date of this Note representing the then total outstanding principal and interest due on the Note.

The payment schedule of this Note is based upon a five (5) year amortization, with a two (2) year balloon payment.

2.            Payment .  Payment of any sums due to the Holder under the terms of this Note shall be made in United States Dollars by check or wire transfer at the option of the Company.  Payment shall be made at the address last appearing on the records of the Company as designated in writing by the Holder hereof from time to time.  If any payment hereunder would otherwise become due and payable on a day on which banks are closed or permitted to be closed in Houston, Texas, such payment shall become due and payable on the next succeeding day on which banks are open and not permitted to be closed in Houston, Texas (" Business Day ").  The forwarding of such funds shall constitute a payment of outstanding principal and/or interest hereunder and shall satisfy and discharge the liability for principal and interest on this Note to the extent of the sum represented by such payment.  The Company may prepay this Note in any amount at any time before the Maturity Date without penalty or premium.

3.            Representations and Warranties of the Company .  The Company represents and warrants to the Holder that:

(a)            Organization .  The Company is validly existing and in good standing under the laws of the state of Texas and has the requisite power to own, lease and operate its properties and to carry on its business as now being conducted.  The Company is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of the properties owned or leased by the Company or the nature of the business conducted by the Company makes such qualification necessary or advisable, except where the failure to do so would not have a material adverse effect on the Company.

(b)            Power and Authority .   The Company has the requisite power to execute, deliver and perform this Note, and to consummate the transactions contemplated hereby.  The execution and delivery of this Note by the Company and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company.  This Note has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms except (i) that such enforcement may be subject to bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

4.            Events of Defaults and Remedies .  The following are deemed to be an event of default (" Event of Default ") hereunder: (i) the failure by the Company to pay any installment of interest on the Note as and when due and payable and the continuance of any such failure for 10 days, (ii) the failure by the Company to pay all or any part of the principal on the Note when and as the same becomes due and payable, as set forth above, and the continuance of any such failure for 10 days, (iii) the failure by the Company to observe or perform any other covenant or agreement contained in the Note and the continuance of such failure for a period of 30 days after written notice is given to the Company by the Holder, (iv) the assignment by the Company for the benefit of creditors, or an application by the Company to any tribunal for the appointment of a trustee or receiver of a substantial part of the assets of the Company, or the commencement of any proceedings relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debts, dissolution or other liquidation law of any jurisdiction; or the filing of such application, or the commencement of any such proceedings against the Company and an indication of consent by the Company to such proceedings, or the appointment of such trustee or receiver, or an adjudication of the Company bankrupt or insolvent, or approval of the petition in any such proceedings, and such order remains in effect for 60 days; or (v) a default in the payment of principal or interest when due which extends beyond any stated period of grace applicable thereto or an acceleration for any other reason of maturity of any indebtedness for borrowed money of the Company with an aggregate principal amount in excess of $750,000 and (vi) final unsatisfied judgments not covered by insurance aggregating in excess of $750,000, at any one time rendered agai