0001140361-08-020879 Sample Contracts

THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 8th, 2008 • Ricks Cabaret International Inc • Retail-eating & drinking places • Nevada

This Third Amendment to Asset Purchase Agreement (the “Agreement”) is made and entered into this 4th day of September, 2008, 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 “Purchaser”), DI Food and Beverage of Las Vegas, LLC, a Nevada limited liability company (“DI Food” or “Seller”) and Harold Danzig (“Danzig”), Frank Lovaas (“Lovaas”) and Dennis DeGori (“DeGori”), who are all members of DI Food. Messrs. Danzig, Lovaas and DeGori are hereinafter collectively referred to herein as “Members”.

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NON-COMPETITION AGREEMENT
Non-Competition Agreement • September 8th, 2008 • Ricks Cabaret International Inc • Retail-eating & drinking places • Nevada

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”).

LOCK-UP/LEAK-OUT AGREEMENT
Leak-Out Agreement • September 8th, 2008 • Ricks Cabaret International Inc • Retail-eating & drinking places • Nevada

THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of the 4th day of September, 2008, between RICK’S CABARET INTERNATIONAL, INC., a Texas corporation (“Rick’s”), and DI FOOD AND BEVERAGE OF LAS VEGAS, LLC, a Nevada limited liability company (“Holder”).

NON-COMPETITION AGREEMENT
Non-Competition Agreement • September 8th, 2008 • Ricks Cabaret International Inc • Retail-eating & drinking places • Nevada

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”).

CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2008 • Ricks Cabaret International Inc • Retail-eating & drinking places • Nevada

This Consulting Agreement (the "Agreement") is by and between RICK’S CABARET INTERNATIONAL, INC., a Texas corporation ("Rick’s") and DENNIS DEGORI ("Consultant" or “DeGori”), a Nevada resident.

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