PURCHASE AGREEMENT

Purchase and Sale Agreement

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This Purchase and Sale Agreement involves

RICKS CABARET INTERNATION

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Title: PURCHASE AGREEMENT
Governing Law: North Carolina Date: 6/15/2005
Industry: Restaurants Sector: Services

EXHIBIT 10.1

PURCHASE AGREEMENT

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This Purchase Agreement (the "Agreement") is made and entered into this

13th day of June, 2005, by and among Tony Hege ("Seller" or "Hege"), Top Shelf

Entertainment, L.L.C., a North Carolina limited liability company (the

"Company"), Rick's Cabaret International, Inc., a Texas corporation ("Rick's)

and RCI Entertainment (North Carolina), Inc., a North Carolina corporation ("RCI

North Carolina" or the "Buyer").

WHEREAS, Seller owns 100% of the units of membership interest of the

Company (the "Units"); and

WHEREAS, the Company owns an adult entertainment cabaret known as "The

Manhattan Club" (the "Club"), located at 5300 Old Pineville Road, Charlotte,

North Carolina 28217 (the "Premises").

WHEREAS, Seller and Buyer entered into a Management Agreement dated

February 13, 2005, pursuant to which Buyer has been managing the Club since

February 1, 2005, and under which the Buyer is currently operating the Club (the

"Management Agreement").

WHEREAS, Seller and Buyer entered into an Option to Purchase Agreement

dated February 1, 2005, (the "Option Agreement") under which Seller granted

Buyer an option to purchase all of the outstanding Units of the Company for a

purchase price of $1,000,000.

WHEREAS, Seller desires to sell the Units of the Company to Buyer on the

terms and conditions set forth herein; and

WHEREAS, Buyer desires to purchase the Units of the Company from Seller on

the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and

agreements and the respective representations and warranties herein contained,

and on the terms and subject to the conditions herein set forth, the parties

hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF THE UNITS

Section 1.1 Sale of the Units. Subject to the terms and conditions set

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forth in this Agreement, at the Closing (as hereinafter defined) Seller hereby

agrees to sell, transfer, convey and deliver to Buyer all of the Units, free and

clear of all encumbrances, which represents all of the issued and outstanding

units of membership interest of the Company, and shall deliver to Buyer

certificates representing the Units, duly endorsed to Buyer or accompanied by

duly executed stock powers in form and substance satisfactory to Buyer.

<PAGE>

Section 1.2 Purchase Price. As consideration for the purchase of the

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Units, Buyer shall pay to Seller the total consideration of $1,000,000 (the

"Purchase Price"), which shall be payable as follows:

(a) 180,000 shares of common stock of Rick's (the "Shares") to be

valued at $3.75 per share; and

(b) the balance of the Purchase Price shall be evidenced by a seven

(7) year $325,000 promissory note bearing simple interest at a

rate of seven percent (7%) per annum (the "Promissory Note")

payable (i) with an initial payment due November 1, 2005 of

interest only for the period of time from the date of Closing

until October 31, 2005, plus a principal reduction payment in the

amount of $3,009.29, and thereafter (ii) eighty-three (83)

successive equal monthly payments commencing December 1, 2005, of

principal and interest in the amount of $4,905.12 until paid in

full. The Promissory Note shall be secured by the assets of the

Buyer.

Section 1.3 Right of Hege to "Put" Shares. On or after November 1,

--------------------------------

2005, Hege shall have the right but not the obligation to have Rick's purchase

from Hege 4,285 Shares per month (the "Monthly Shares"), calculated at a price

per share equal to $3.75 ("Value of the Shares") until Hege has received a total

of $1,000,000 from the sale of the Shares less the amount of the Promissory Note

as provided for in Section 1.2(b) above. At Rick's election, during any given

month, it may either buy the Monthly Shares or if Rick's elects not to buy the

Monthly Shares from Hege, then Hege shall sell the Monthly Shares in the open

market and any deficiency between the amount which Hege receives from the sale

of the Monthly Shares and the Value of the Shares shall be paid by Rick's within

three (3) days of the date of sale of the Monthly Shares during that particular

month. Hege shall notify Rick's during any given month of its election to "Put"

the Monthly Shares to Rick's during that particular month and Rick's shall have

three (3) business days to elect to buy the Monthly Shares or instruct Hege to

sell the Monthly Shares in the open market. Rick's obligation under this

Section 1.3 to purchase the Monthly Shares from Hege shall terminate and cease

at such time as Hege has received a total of $1,000,000 from the sale of the

Shares, less the amount of the Promissory Note as provided for in Section 1.2(b)

above. Hege agrees to provide monthly statements to Rick's as to the total

number of Shares which he has sold and the amount of proceeds derived therefrom.

Nothing contained in this Section 1.3 shall limit or preclude Hege from selling

the Shares in the open market or require Hege to "Put" the Shares to Rick's

during any given month.

Section 1.4 Sale by Buyer. In the event that Buyer transfers or sells

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all or substantially all of the assets of the Buyer or Rick's/Buyer sells, or

transfers all or substantially all of its interest or ownership in the Buyer to

an unaffiliated third party, then in such event, Hege shall have the right and

option that Rick's shall purchase from Hege all remaining Shares of Rick's owned

by Hege The purchase price, if Hege exercises this option, shall be determined

as follows: The price will be a dollar amount calculated by deducting the

unpaid amount owed to Hege on the Promissory Note by the Buyer and deducting the

amount paid or received by Hege for any sold Shares of Rick's stock by Hege from

$1,000,000.00. Further, in the event that Hege exercises his option for Rick's

to purchase his Shares as provided for in this Section 1.4, and in the event

that Buyer/Rick's receives cash or cash equivalent from the sale of all or

substantially all of the assets or ownership interests of the Buyer as provided

for in this Section 1.4 in an amount in excess of the

<PAGE>

amount to be paid to Hege for the Shares of Rick's then such excess shall be

prepaid on the Promissory Note to reduce or eliminate any unpaid portion of the

Promissory Note. This resulting amount would be paid to Hege within five (5)

days from the date of the option being exercised by Hege. The Buyer shall give

written notice to Hege of any anticipated transaction as described in this

paragraph and any closed transaction.

Section 1.5 Registration Rights. Rick's agrees to file a Registration

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Statement under the Securities Act of 1933, as amended (the "Act") within thirty

(30) days after Closing with the Securities and Exchange Commission ("SEC") on

Form SB-2 or Form S-3 or other similar form (except on Form S-8 or Form S-4) to

Agreement between the parties (a copy of which is attached hereto as Exhibit

"A"). Rick's will use its best efforts to cause the Registration Statement to

become effective under the Act (the "Effective Date"), as promptly as is

practical and to keep the Registration Statement continuously effective under

the Act for a period of the earlier of (i) two years from the Effective Date, or

(ii) until all of the Shares which were registered for re-sale have been sold.

ARTICLE II

CLOSING

Section 2.1 The Closing. The closing of the transactions provided for

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in this Agreement shall take place on or before June 10, 2005 (the "Closing

Date"), or at such other time and place as agreed upon among the parties hereto

(the "Closing"). The parties have agreed further to close at 5300 Old Pineville

Road, Charlotte, North Carolina.

Section 2.2 Actions at the Closing. At the Closing:

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(a) the Buyer shall deliver to the Seller and/or the Company the

various certificates, instruments and documents (and shall take

the required actions) referred to in Article VI below;

(b) the Seller shall deliver to the Buyer the various certificates,

instruments and documents (and shall take the required actions)

referred to in Article VI below;

originally issued certificates representing the Units of the

Company duly endorsed over to the Buyer in a form satisfactory to

the Buyer;

(d) the Buyer shall deliver the Shares representing the Purchase

Price to Seller or a letter of instruction to the transfer agent

instructing the issuance of the Shares; and

(e) the Buyer shall execute the Promissory Note and Security

Agreement as set forth in Section 1.2.

<PAGE>

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF SELLER AND THE COMPANY

Seller and the Company, jointly and severally, hereby represent and warrant

to the Buyer and Rick's as follows:

Section 3.1. Organization, Good Standing and Qualification.

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(a) The Company (i) is an entity duly organized, validly existing and

in good standing under the laws of the state of North Carolina, (ii) has all

requisite power and authority to own, operate and lease its properties and to

carry on its business, and (iii) is duly qualified to transact business and is

in good standing in all jurisdictions where its ownership, lease or operation of

property or the conduct of its business requires such qualification, except

where the failure to do so would not have a material adverse effect to Seller or

the Company, respectively.

(b) The authorized capital of the Company consists of 1,000 units of

Membership Interest of which 1,000 units of Membership Interest are validly

issued and outstanding. There is no other class of capital authorized or issued

by the Company. All of the issued and outstanding units of membership interest

of the Company are owned by Seller and are fully paid and non-assessable. None

of the Units issued are in violation of any preemptive rights. The Company has

no obligation to repurchase, reacquire, or redeem any of its outstanding units

of membership interests. There are no outstanding securities convertible into

or evidencing the right to purchase or subscribe for any units of membership

interests of the Company, there are no outstanding or authorized options,

warrants, calls, subscriptions, rights, commitments or any other agreements of

any character obligating the Company to issue any units of membership interests

or any securities convertible into or evidencing the right to purchase or

subscribe for any units of membership interests, and there are no agreements or

understandings with respect to the voting, sale, transfer or registration of any

units of membership interest of the Company.

Section 3.2 Ownership of the Units. Seller owns, beneficially and of

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record, all of the Units of the Company free and clear of any liens, claims,

equities, charges, options, rights of first refusal, or encumbrances. Seller

has the unrestricted right and power to transfer, convey and deliver full

ownership of the Units without the consent or agreement of any other person and

without any designation, declaration or filing with any governmental authority.

Upon the transfer of the Units to Buyer as contemplated herein, Buyer will

receive good and valid title thereto, free and clear of any liens, claims,

equities, charges, options, rights of first refusal, encumbrances or other

restrictions (except those imposed by applicable securities laws).

Section 3.3 Authorization. The Company has all requisite corporate

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power and authority to execute and deliver this Agreement and to perform its

obligations hereunder and to consummate the transactions contemplated hereby.

All action on the part of Seller necessary for the authorization, execution,

delivery and performance of this Agreement has been taken by the Seller. This

Agreement, when duly executed and delivered in accordance with its terms, will

constitute legal, valid and binding obligations of the Company and Seller

enforceable against it in accordance with its terms, except as may be limited by

bankruptcy, insolvency, reorganization and other

<PAGE>

similar laws of general application affecting creditors' rights generally or by

general equitable principles.

Hege represents that he is a person of full age of majority, with full

power, capacity, and authority to enter into this Agreement and perform the

obligations contemplated hereby by and for himself and his spouse. All action

on the part of Hege necessary for the authorization, execution, delivery and

performance of this Agreement by him has been taken and will be taken prior to

Closing. This Agreement, when duly executed and delivered in accordance with

its terms, will constitute legal, valid and binding obligations of Hege

enforceable against him in accordance with its terms, except as may be limited

by bankruptcy, insolvency, reorganization and other similar laws of general

application affecting creditors' rights generally or by general equitable

principles.

Section 3.4 Consents. No consent of, approval by, order or

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authorization of, or registration, declaration or filing by the Seller or the

Company with any court or any governmental or regulatory agency or authority

having jurisdiction over the Seller or any of its property or assets is required

on the part of the Seller or the Company (a) in connection with the consummation

of the transactions contemplated by this Agreement or (b) as a condition to the

legality, validity or enforceability as against the Company of this Agreement,

excluding any registration, declaration or filing the failure to effect which

would not have a material adverse effect on the financial condition of the

Company. Except for the landlord's consent, no consent or approval of any other

third party is required in connection with the execution, delivery and

performance by the Seller of this Agreement.

Section 3.5 Acquisition of Stock for Investment. The Seller

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understands that any issuance of the Shares (as referenced in Section 1.2

herein) will not have been registered under the Securities Act of 1933, as

amended (the "Act"), or any state securities acts, and are accordingly, are

restricted securities, and the Seller represents and warrants to the Purchaser

that the Seller's present intention is to receive and hold the Shares for

investment only and not with a view to the distribution or resale thereof.

Additionally, the Seller understands that any sale of any the Shares

issued, under current law, will require either (a) the registration of the

Shares under the Act and applicable state securities acts; (b) compliance with

Rule 144 of the Act; or (c) the availability of an exemption from the

registration requirements of the Act and applicable state securities acts.

To assist in implementing the above provisions, the Seller hereby consent

to the placement of the legend, or a substantially similar legend, set forth

below, on all certificates representing ownership of the Shares acquired hereby

until the Shares have been sold, transferred, or otherwise disposed of, pursuant

to the requirements hereof. The legend shall read substantially as follows:

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE

SECURITIES ACTS. THESE SECURITIES HAVE BEEN ACQUIRED FOR

=============

INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND MAY

NOT BE SOLD, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT

COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION

PROVISIONS OF

<PAGE>

APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE

EXEMPTIONS THEREFROM."

Section 3.6 Litigation. There is no claim, suit, arbitration,

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investigation, judgment, action or other proceeding, whether judicial,

administrative or otherwise, now pending or, to the best of Seller's knowledge,

threatened before any court, arbitration, administrative or regulatory body or

any governmental agency which may result in any judgment, order, award, decree,

liability or other determination which will or could reasonably be expected to

have a material adverse effect upon the Company or the transfer by Seller to

Buyer of the Units under this Agreement.

Section 3.7 Taxes. The Company has timely and accurately filed all

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federal, state, foreign and local tax returns and reports required to be filed

prior to such dates and have timely paid all taxes shown on such returns as owed

for the periods of such returns, including all sales taxes and withholding or

other payroll related taxes shown on such returns and any taxes required to have

been withheld and paid in connection with amounts paid or owing to any employee,

creditor or independent contractor. The Company has made adequate provision for

the payment of all taxes accruable for all periods ending on or before the

Closing Date to any taxing authority and are not delinquent in the payment of

any tax or governmental charge of any nature. No assessments or notices of

deficiency or other communications have been received by the Company with

respect to any tax return which has not been paid, discharged or fully reserved

against and no amendments or applications for refund have been filed or are

planned with respect to any such return. The Company does not have knowledge of

any actions by any taxing authority in connection with assessing additional

taxes against or in respect of it for any past period. There are no agreements

between the Company and any taxing authority waiving or extending any statute of

limitations with respect to any tax return.

Section 3.8 Financial Statements. Seller has delivered to Buyer the

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audited balance sheet of the Company as of December 31, and 2004 and the

unaudited balance sheet for the quarter ended December 31, 2004, together with

the related statements of income, changes in shareholder's equity and cash flow

for the year, or quarter, then ended, including the related notes for the

Company (collectively, the "Financial Statements"). Such Financial Statements,

including the related notes, are in accordance with the books and records of the

Company and fairly represent the financial position of the Company and the

results of operations and changes in financial position of the Company as of the

dates and for the periods indicated, in each case in conformity with generally

accepted accounting principles applied on a consistent basis. Except as, and to

the extent reflected or reserved against in the Financial Statements, the

Company, as of the date of the Financial Statements, has no material liability

or obligation of any nature, whether absolute, accrued, continued or otherwise,

not fully reflected or reserved against in the Financial Statements. As of the

Closing Date, Seller represents there have been no adverse changes in the

financial condition or other operations, business, properties or assets of the

Company from that reflected in the latest financial statements of the Company as

furnished pursuant to this Agreement.

Section 3.9 Labor Matters. The Company is not a party or otherwise

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subject to any collective bargaining agreement with any labor union or

association. The Company is not a party to any written or oral contract,

agreement or understanding for the employment of any officer, director or

employee of the Company. The Company is not a party to any employee benefits

plans (as defined in Section 3(3) of the Employee Retirement Income Security Act

of 1974, as amended) or any other fringe or employee benefits plan, programs or

arrangements.

<PAGE>

Section 3.10 Compliance with Laws; Permits. The Company is, and at all

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times prior to the date hereof has been, to the best of its knowledge, in

compliance with all statutes, orders, rules, ordinances and regulations

applicable to it or to the ownership of their assets or the operation of their

businesses, except for failures to be in compliance that would not have a

material adverse effect on the business, properties or condition (financial or

otherwise) of the Company. Except as contemplated by this Agreement the Company

owns, holds, possesses or lawfully uses in the operation of its business all

permits and licenses which are in any manner necessary for it to conduct its

business as now or previously conducted.

Section 3.11 No Conflicts. Te execution and delivery by the Company

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and the Seller of this Agreement does not, and the performance and consummation

by the Company and the Seller of the transactions contemplated hereby will not

(i) conflict with the articles of organization or regulations of the Company;

(ii) conflict with or result in a breach or violation of, or default under, or

give rise to any right of acceleration or termination of, any of the terms,

conditions or provisions of any note, bond, lease, license, agreement or other

instrument or obligation to which the Company is a party or by which the

Company's or Seller's assets or properties are bound; (iii) result in the

creation of any encumbrance on any of the assets or properties of the Company;

or (iv) violate any law, rule, regulation or order applicable to the Company or

Seller or any of the Company's assets or properties.

Section 3.12 Title to Properties; Encumbrances. The Company has good

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and marketable title

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