SUBSCRIPTION AGREEMENT RICK?S CABARET INTERNATIONAL, INC.

1.

Subscription.   Subject to the terms and conditions hereof, the Subscriber hereby subscribes for and agrees to purchase $__________ principal amount of the Debenture and a Warrant to purchase _______ shares of Common Stock at an exercise price of $8.75, for an aggregate purchase price of $__________, upon acceptance of this Subscription Agreement.

2.

Payment for the Unit .  The undersigned encloses herewith $_________ required to purchase the Debenture and the Warrant subscribed for hereunder.  If this subscription is not accepted by the Company for any reason, all documents will be returned to the Subscriber.

3.

Representations and Warranties of the Subscriber .  The Subscriber hereby represents and warrants to and covenants with the Company, as well as each officer, director and agent of the Company as follows:

(a)

General

(i)

The Subscriber has all requisite authority to enter into this Subscription Agreement and to perform all the obligations required to be performed by the Subscriber hereunder.

(ii)

The Subscriber is the sole party in interest and is not acquiring the Unit as an agent or otherwise for any other person.  The Subscriber is a resident of (or domiciled in) the state set forth opposite its name on the signature page hereto and (A) if a corporation, partnership, trust or other form of business organization, it has its principal office within such state; (B) if an individual, he or she has his or her principal residence in such state; and (C) if a corporation, partnership, trust or other form of business organization which was organized for the specific purpose or acquiring the Unit, all of the beneficial owners are residents of such state.

(iii)

The Subscriber recognizes that the total amount of funds tendered to purchase the Unit is placed at the risk of the business and may be completely lost.  The purchase of the Unit as an investment involves extreme risk.

(iv)

The Subscriber realizes that the Unit and the securities of which the Unit consists cannot readily be sold as the Unit and such securities are restricted securities, that it may not be possible to sell or dispose of the Debenture or the Warrant, and therefore the Unit must not be purchased unless the Subscriber has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the Subscriber can provide for current needs and personal contingencies.

(v)

The Subscriber confirms and represents that it is able (A) to bear the economic risk of its investment, (B) to hold the securities for an indefinite period of time, and (C) to afford a complete loss of its investment.  The Subscriber also represents that it has (x) adequate means of providing for its current needs and personal contingencies, and (y) has no need for liquidity in this particular investment.

(vi)

The Subscriber has not become aware of the offering of the Unit by any form of general solicitation or advertising, including, but not limited to advertisements, articles, notices or other communications published in any newspaper, magazine or other similar media or broadcast over television or radio or any seminar or meeting where those individuals that have attended have been invited by any such or similar means of general solicitation or advertising.

(b)

Information Concerning the Company .

(i)

The Subscriber acknowledges that it has received all current information about the Company including (A) a copy of the Form 10-KSB filed with the Securities and Exchange Commission (the “SEC”) for the year ended September 30, 2008, and a copy of the Company’s Form 10-Q for the quarter ended March 31, 2009, as filed with the SEC; (B) a copy of the Company’s Schedule 14A Definitive Proxy Statement filed with the SEC on July 7, 2009; and (C) a copy of the Form 8-K’s filed with the SEC on May 5, 2009, June 1, 2009 and June 9, 2009 (collectively, the “Filed Documents”).

(ii)

The Subscriber or its representative is familiar with the business and financial condition, properties, operations and prospects of the Company, and, at a reasonable time prior to the execution of this Subscription Agreement, that its representative has been afforded the opportunity to ask questions of and receive satisfactory answers from the Company's officers and directors, or other persons acting on the Company's behalf, concerning the business and financial condition, properties, operations and prospects of the Company and concerning the terms and conditions of the offering of the Unit and has asked such questions as its representative desires to ask and all such questions have been answered to the full satisfaction of the Subscriber.

(iii)

The Subscriber has been furnished, has carefully read, and has relied solely (except for information obtained pursuant to (iv) below), on the information contained in the Filed Documents, and Subscriber has not received any other offering literature or prospectus, and no verbal or written representations or warranties have been made to Subscriber by the Company, or its employees or agents, other than the representations of the Company set forth herein and in the Filed Documents.

(iv)

The Subscriber has had an unrestricted opportunity to:  (A) obtain additional information concerning the offering of the Unit, the Company and any other matters relating directly or indirectly to Subscriber’s purchase of the Unit; and (B) ask questions of, and receive answers from the Company concerning the terms and conditions of the Offering and to obtain such additional information as may have been necessary to verify the accuracy of the information contained in the Filed Documents.

(v)

The Subscriber understands that, unless the Subscriber notifies the Company in writing to the contrary, all the representations and warr