STOCK PURCHASE AGREEMENT


     THIS  STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of
March  29,  1999,  made  by  and among ROBERT L. WATTERS, a resident of Houston,
Texas,  ("Seller"),  on  the  one  hand  and E. S. LANGAN, L.P., a Texas limited
partnership  ("Langan")  and  RALPH  McELROY,  a  resident  of  Austin,  Texas
("McElroy")  (Langan  and  McElroy collectively referred to as "Purchasers"), on
the  other  hand.

                              W I T N E S S E T H:

WHEREAS,  Seller  owns  1,790,000  shares  of  common  stock  of  Rick's Cabaret
International,  Inc.,  a  Texas  corporation  (the  "Company");  and

WHEREAS,  of  the shares of the Company owned by Seller, 1,600,000 are in escrow
("Escrowed  Shares")  pursuant  to  an  escrow agreement dated October 11, 1995,
among  the Company, the Seller and Austin Trust Company, as Escrow Agent, a copy
of  which is attached hereto as Exhibit A ("Escrow Agreement") and the remainder
                                ---------
of  the  shares  owned  by  Seller  are  unencumbered  by  the  Escrow Agreement
("Unencumbered  Shares")  (the  Escrowed  Shares  and  the  Unencumbered  shares
collectively  referred  to  herein  as  "Shares");

WHEREAS,  the  Seller  desires  to  sell  the  Shares  to the Purchasers and the
Purchasers  desire  to  purchase  the  Shares  from the Seller, on the terms and
conditions  set  forth  in  this  Agreement;

NOW,  THEREFORE,  for  and  in  consideration  of  the  premises  and the mutual
covenants  and  agreements  hereinafter  set  forth  and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto,  intending  to  be  legally  bound,  hereby  agree  as follows:

                                   ARTICLE I.
                           SALE AND PURCHASE OF STOCK

SECTION  1.1.     Sale  and Purchase of Stock. Upon the terms and subject to the
                  ---------------------------
conditions  set  forth  in  this  Agreement, on the Closing Date (as hereinafter
defined),

a.     the  Seller  shall  sell 110,504 of the Unencumbered Shares to Langan and
79,496  of  the  Unencumbered  Shares  to  McElroy;

b.      the  Seller  shall transfer and convey all of his rights and interest in
930,560  (58.16%)  of  the Escrowed Shares to Langan and 669,440 (41.84%) of the
Escrowed  Shares  to  McElroy  and  shall  assign  all  of his rights, title and
interests  under  the Escrow Agreement to the Purchasers, in accordance with and
pursuant to the terms of an Assignment and Assumption Agreement substantially in
the  form  attached  hereto  as form 1.1(b)(i)  and Purchasers assume all of his
obligations  and  limitations under the Escrow Agreement, and a Voting Agreement
pursuant  to  which  Seller  grants  to Purchasers all of his voting rights with
respect  to  the  Escrowed  Shares, substantially in the form attached hereto as
form  1.1(b)(ii)  hereof.

                        Stock Purchase Agreement - Page 1
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c.     It  is the intent of the parties and it is expressly understood that when
the  Escrowed  Shares are released from escrow, each Purchaser shall have record
title  to  the  number of Escrowed Shares identified in Section 1.1(b) above, or
any  number  thereof  that  may be released from time to time.   Upon release of
such  shares, Seller shall do and take all such further actions as may be deemed
reasonably  necessary  to  vest  in  Purchasers  record  title.

SECTION  1.2.     Purchase  Price. In consideration for such sale and assignment
                  ---------------
by the Seller of the Shares to Purchasers, Purchasers shall collectively deliver
to  Seller the Purchase Price at the closing.  Subject to and upon the terms and
conditions  set  forth  herein,  Purchasers  shall  pay  to  Seller an aggregate
purchase  price  of  $1,560,072  ("Purchase  Price")  for the Shares, payable as
follows:

a.     $707,327.39  payable  by  wire  transfer  of  immediately available funds
("Cash  Purchase  Price");

b.     $200,000  payable  pursuant  to  a  Promissory Note of even date herewith
payable to Seller due May 3, 1999 ("Langan Note") in the form attached hereto as
Form  1.2(b);  and

c.     McElroy's  promissory  note,  in  the  original  principal  amount  of
$652,744.61,  substantially  in  the  form  attached  hereto  as  Form 1.2(b)(i)
("McElroy's  Promissory  Note")  which shall be secured by McElroy's Convertible
Debenture  from  the  Company represented by Certificate-RCI-C.D. No. 100 in the
original  principal sum of $366,000, dated August 11, 1998 and a promissory note
from Taurus Entertainment Companies, Inc. dated August 11, 1998, in the original
principal  sum  of  $286,744.61.  Such security shall be evidenced by a Security
Agreement  between Seller and McElroy, substantially in the form attached hereto
as  Form  1.2(c)  (the  Cash  Purchase  Price,  the  Langan  Note  and McElroy's
Promissory  Note  collectively  referred  to  as  the  "Purchase  Price").

                                   ARTICLE II.
                         CLOSING; PROCEDURES AT CLOSING

     SECTION  2.1.     CLOSING.  The  consummation  of the purchase and sale and
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assignment  of  the  Shares  pursuant  hereto  and the consummation of the other
transactions  contemplated hereby ("Closing") shall be effective as of March 29,
1999,  and  shall  take place at the offices of Axelrod, Smith & Kirshbaum, 5300
Memorial  Drive,  Suite 700, Houston, Texas 77007-8217 or at such other time and
place  as  the Seller and the Purchasers may mutually agree in writing ("Closing
Date").

     SECTION  2.2.     CLOSING  DELIVERIES  BY THE SELLER.  On the Closing Date,
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the  Seller  shall  deliver,  or  cause  to  be delivered to the Purchasers, the
following:

a.     Certificates  evidencing  the  Unencumbered  Shares, or appropriate stock
transfer  powers  with  respect  to  the  Unencumbered Shares, duly endorsed for
transfer  to  the  Purchasers;

b.     Appropriate  stock  transfer  powers with respect to the Escrowed Shares,
duly  endorsed  for  transfer  to  the  Purchasers;

c.     The  Assignment  and  Assumption  Agreement,  duly  executed;

                        Stock Purchase Agreement - Page 2
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d.     The  Voting Agreement with respect to the Escrowed Shares, duly executed;

e.     Appointment  of  Agents,  duly  executed;

f.     Special  Durable  Power  of  Attorney,  duly  executed;  and

g.     Such  other  instruments  or  documents  as the Purchasers may reasonably
request.

SECTION  2.3.     Closing Deliveries and Payments by Purchasers.  On the Closing
                  ----------------------------------------------
Date,  Purchasers  shall  deliver  or  cause  to  be delivered to the Seller the
following:

a.     The  Cash  Purchase  Price;

b.     The  McElroy  Promissory  Note;

c.     The  Security  Agreement referred to in Section 1.2(b) hereof and related
documents  referred  to  therein,  all  duly  executed;

d.     The  Langan  Note;

e.     The  Assignment  and  Assumption  Agreement,  duly  executed;

f.     The  Voting  Agreement  with respect to the Escrow Shares, duly executed;

g.     Appointment  of  Agents,  duly  executed;  and

h.     Such other instruments or documents as the Seller may reasonably request.

                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLER

The  Seller  hereby  represents  and  warrants  to  the  Purchasers:

SECTION  3.1.      AUTHORIZATION.    Seller is a person of full age of majority,
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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  Seller  necessary  for 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  the  legal,  valid  and binding
obligations  of Seller, enforceable against Seller in accordance with its terms,
except  as  limited  by laws effecting creditors' rights or equitable principles
generally.

SECTION  3.2.     OWNERSHIP  OF  THE SHARES. The Seller owns beneficially and of
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record all of the Shares free and clear of any liens, claims, equities, charges,
options,  rights  of  first  refusal, or encumbrances except for the encumbrance
imposed  on  the  Escrowed  Shares  pursuant  to  the  Escrow  Agreement.

                        Stock Purchase Agreement - Page 3
<PAGE>
SECTION  3.3     TRANSFER  OF  THE  SHARES.
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a.       The Seller has the unrestricted right and power to transfer, convey and
deliver  full  ownership  of  the  Unencumbered  Shares  without  the consent or
agreement  of  any  other  person  and,  except  for  filings required under the
applicable  securities laws, without any designation, declaration or filing with
any  governmental authority. Upon the transfer of the Unencumbered Shares to the
Purchasers,  as  contemplated herein, except as imposed by applicable securities
laws,  purchasers  will receive good and valid title to the Unencumbered Shares,
free  and  clear  of  any  liens,  claims, charges, options, and rights of first
refusal,  encumbrances  or  other  restrictions.

b.     Seller  has  the  unrestricted right and power to assign his rights under
the  Escrow  Agreement  and  to  assign  his  voting  rights with respect to the
Escrowed Shares, and transfer and convey his rights and interest to the Escrowed
Shares,  without  the  consent  or  agreement of any other person and except for
filings  required under the applicable securities laws, without any designation,
declaration  or  filing with any governmental authority.  Upon the assignment of
his  rights,  title and interests under the Escrow Agreement,  his voting rights
with  respect  to  the  Escrowed  Shares, and the transfer and conveyance of his
rights  and  interest  to  the  Escrowed  Shares,  Purchasers  shall  become the
beneficial  holders  of the Escrowed Shares free and clear of any liens, claims,
charges,  options,  and rights of first refusal or other restrictions except for
the  encumbrance  imposed  by  the Escrow Agreement to which the Escrowed Shares
will  remain  subject.

SECTION  3.4.     DISCLOSURE.   The  representations and warranties contained in
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this Agreement with respect to  Seller to do not contain any untrue statement of
a  material  fact  or omit to state any material fact necessary in order to make
the  statements  and  information  contained  in  this Agreement not misleading.

                                   ARTICLE IV.
                REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each  of the Purchasers represents and warrants as to him or itself, as the case
may  be,  to  the  Seller  as  follows:

SECTION  4.1.     AUTHORIZATION  AND  BINDING  AGREEMENT. Each Purchaser has all
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requisite power and authority to execute, deliver and perform this Agreement and
to  consummate the transactions contemplated hereby.  With respect to Langan, on
the  Closing  Date,  the  execution  and  delivery of this Agreement and all the
transactions  provided  for  herein  shall  have  been duly authorized by proper
partnership  proceedings.  On  the  Closing Date, this Agreement will be, in all
respects  legally binding upon each of the Purchasers, except as limited by laws
effecting  creditors'  rights  or  equitable  principles  generally.

SECTION 4.2.     INVESTMENT CONSIDERATIONS.  With respect to the purchase of the
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Shares:

                        Stock Purchase Agreement - Page 4
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a.     Securities  Laws. Each Purchaser is acquiring the Shares as an investment
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solely  for  his/its  own account and not with the view toward, or for resale in
connection  with,  the  distribution  of  the  Shares  within the meaning of the
Securities  Act of 1933 (the "Act").  Each Purchaser acknowledges that he or it,
as  the  case may be,  is an Accredited Investor as that term is defined in Rule
501(a)  of  Regulation  D  of  the  Act,  as  amended.

     b.     Risk. Each Purchaser and each Purchaser's respective representatives
            ----
have  received,  or  have  had access to, and have had sufficient opportunity to
review,  all  books,  records, financial information and other information which
the  Purchaser considers necessary or advisable to enable him to make a decision
concerning  his/its  purchase  of  the  Shares,  and  that  he/it possesses such
knowledge  and  experience in financial and business matters that renders him/it
capable  of  evaluating  the  merits  and  risks  of  his  investment hereunder.
Purchasers  are able to bear the economic risk of the investment which is hereby
being  made,  including  the  complete  loss  of  Purchaser's investment in such
securities.  The Purchaser understands that the Shares will be deemed restricted
securities  under the Act and subject to certain holding periods before they are
able  to  be  resold.

SECTION  4.3     DISCLOSURE.  The  representations  and  warranties contained in
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this  Agreement  with  respect  to  each  Purchaser  do  not  contain any untrue
statement  of  a  material  fact or omit to state any material fact necessary in
order to make the statements and  information  contained  in  this Agreement not
misleading.

                                   ARTICLE V.
                            CONDITIONS TO THE CLOSING

     The obligations of Seller to sell the Shares and Purchasers to purchase the
Shares  shall be subject to the simultaneous or prior fulfillment of each of the
following  conditions:

SECTION  5.1     RCI  LOUISIANA.  The Company shall enter into an agreement with
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Seller  whereby the Company will sell to Seller all of the outstanding shares of
common  stock  of  RCI  Entertainment  Louisiana,  Inc.

SECTION  5.2     LICENSE  AGREEMENT.  The  Company  shall  enter  into a License
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Agreement  with  Seller  to  license Seller to use the name "Rick's Cabaret" and
related  trademarks,  in  the  States  of  Louisiana,  Florida,  Alabama  and
Mississippi.

SECTION  5.3     AUTHORIZATION  OF SALE. With respect to Langan, all partnership
                 ----------------------
action  necessary by Langan to authorize the execution, delivery and performance
of  this  Agreement and the consummation of the transactions contemplated hereby
shall  have  been  duly  and  validly  taken.

SECTION  5.4     CONSENTS. All consents, authorizations, orders and approvals of
                 --------
(or  filings  or registrations with) any governmental commission, board or other
regulatory  body  required  in  connection  with  the  execution,  delivery  and
performance  of  this  Agreement  shall  have  been  obtained.

SECTION  5.5     AUSTIN  TRUST ACKNOWLEDGMENT.  The  parties shall have received
                 ----------------------------
the  written acknowledgment from Austin Trust Company, as Escrow Agent under the
Escrow  Agreement, of the appointment by Seller of Purchasers as Seller's agents
and  attorneys  in  fact  with  respect  to  the  Escrowed  Shares.

                        Stock Purchase Agreement - Page 5
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SECTION  5.6     DOCUMENTS.  The Purchasers shall have furnished the Seller with
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all  documents,  certificates  and other instruments required to be furnished to
the  Seller  by  the  Purchasers  pursuant  to  the  terms  of  this  Agreement.

SECTION 5.7     REPRESENTATIONS AND WARRANTIES CORRECT.  The representations and
                ---------------------------------------
warranties  of  Seller contained in Article III hereof shall be true and correct
as of the Closing Date and the representations and warranties of Purchasers, and
each  of  them,  contained in Article IV hereof, shall be true and correct as of
the  Closing  Date.

                                   ARTICLE VI
                                 INDEMNIFICATION

     SECTION  6.1     INDEMNIFICATION FROM THE SELLER.  The Seller hereby agrees
                      -------------------------------
to  and  shall  indemnify,  defend  (with legal counsel reasonably acceptable to
Purchasers),  and  hold Purchasers, their  affiliates, assigns, agents and legal
counsel  and successors ( the "Purchaser Group") harmless at all times after the
date  of  this  Agreement,  from and against any and all actions, suits, claims,
demands,  debts,  liabilities,  obligations,  losses,  damages, costs, expenses,
penalties or injury  (including reasonable attorneys' fees and costs of any suit
related thereto) suffered or incurred by any of the Purchaser Group arising from
(a)  any  misrepresentation  by,  or  breach  of any covenant or warranty of the
Seller  contained  in  this  Agreement,  or  any  exhibit, certificate, or other
instrument  furnished  or  to  be  furnished  by  the  Seller hereunder, (b) any
nonfulfillment  of any agreement on the part of the Seller under this Agreement,
or  (c)  from  any  material misrepresentation in or material omission from, any
certificate  or  other  instrument  furnished  or  to be furnished to Purchasers
hereunder.

     SECTION  6.2     INDEMNIFICATION  FROM  PURCHASERS.  Each of the Purchasers
                      ---------------------------------
hereby  agrees  to  and  shall  indemnify, defend (with legal counsel reasonably
acceptable  to  the  Seller)  and  hold  the  Seller,  his  officers, directors,
employees,  agents,  legal  counsel, successors and assigns (the "Seller Group")
harmless  at  all times after the date of the Agreement from and against any and
all  actions,  suits,  claims, demands, debts, liabilities, obligations, losses,
damages,  costs,  expenses, penalties or injury (including reasonably attorneys'
fees  and  costs of any suit related thereto) suffered or incurred by any of the
Seller  Group,  arising  from  (a)  any  misrepresentation  by, or breach of any
covenant  or  warranty of Purchasers contained in this Agreement or any exhibit,
certificate,  or  other  agreement or instrument furnished or to be furnished by
Purchasers  hereunder;  (b)  any  nonfulfillment of any agreement on the part of
Purchasers  under  this Agreement; or (c) from any material misrepresentation in
or  material  omission  from,  any  exhibit,  certificate  or other agreement or
instrument  furnished  or  to  be  furnished  to  the  Seller  hereunder.

                        Stock Purchase Agreement - Page 6
<PAGE>
     SECTION 6.3     DEFENSE OF CLAIMS.  If any lawsuit or enforcement action is
                     -----------------
filed  against any party entitled to the benefit of indemnity hereunder, written
notice  thereof  shall  be  given  to  the  indemnifying  party  as  promptly as
practicable  (and  in  any  event  not  less than fifteen (15) days prior to any
hearing  date  or  other  date by which action must be taken); provided that the
failure  of  any indemnified party to give timely notice shall not affect rights
to  indemnification  hereunder  except to the extent that the indemnifying party
demonstrates  actual  damage  caused  by  such  failure.  After such notice, the
indemnifying  party  shall  be entitled, if it so elects, to take control of the
defense  and  investigation  of  such lawsuit or action and to employ and engage
attorneys  of  its own choice to handle and defend the same, at the indemnifying
party's  cost,  risk  and expense; and such indemnified party shall cooperate in
all  reasonable  respects,  at its cost, risk and expense, with the indemnifying
party and such attorneys in the investigation, trial and defense of such lawsuit
or  action  and  any  appeal  arising  therefrom;  provided,  however,  that the
indemnified party may, at its own cost, participate in such investigation, trial
and  defense  of  such  lawsuit or action and any appeal arising therefrom.  The
indemnifying  party  shall  not,  without  the  prior  written  consent  of  the
indemnified  party,  effect any settlement of any proceeding in respect of which
any  indemnified party is a party and indemnity has been sought hereunder unless
such  settlement  of  a  claim,  investigation,  suit,  or other proceeding only
involves  a  remedy  for  the  payment  of  money  by the indemnifying party and
includes  an  unconditional release of such indemnified party from all liability
on  claims  that  are  the  subject  matter  of  such  proceeding.

     SECTION  6.4     DEFAULT  OF  INDEMNIFICATION  OBLIGATION.  If an entity or
                      ----------------------------------------
individual  having  an indemnification, defense and hold harmless obligation, as
above provided, shall fail to assume such obligation, then the party or entities
or  both,  as  the  case  may be, to whom such indemnification, defense and hold
harmless  obligation  is  due  shall  have the right, but not the obligation, to
assume and maintain such defense (including reasonable counsel fees and costs of
any  suit  related  thereto)  and  to make any settlement or pay any judgment or
verdict  as  the  individual  or  entities deem necessary or appropriate in such
individual's or entities' absolute sole discretion and to charge the cost of any
such  settlement,  payment,  expense  and costs, including reasonable attorneys'
fees,  to  the  entity  or  individual  that  had the obligation to provide such
indemnification,  defense and hold harmless obligation and same shall constitute
an additional obligation of the entity or of the individual or both, as the case
may  be.

                                  ARTICLE VII.
                               GENERAL PROVISIONS

SECTION 7. 1.     NOTICES.  Any notice, request, instrument or other document to
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be  given hereunder shall be in writing and shall be delivered () on the date of
delivery when delivered personally, or by facsimile with electronic confirmation
of  receipt,  ()  one  day  after  dispatch  when  sent by a reputable overnight
delivery  service  maintaining  records  or  receipt; or () three (3) days after
dispatch  when  sent  by certified or registered mail, return receipt requested,
postage  prepaid:

If  to  the  Seller:

    Robert  L.  Watters
    1810  Elmen
    Houston,  Texas  77019
    Telecopy:      (713)  942-9656

                        Stock Purchase Agreement - Page 7
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with  copies  to:

    Chaffe,  McCall,  Phillips,  Toler  &  Sarpy,  L.L.P.
    2300  Energy  Center
    1100  Poydras  Street
    New  Orleans,  Louisiana  70163
    Attention:  E.  Howell  Crosby,  Esq.
    Telecopy:  (504)  585-7587

If  to  the  Purchasers:

    Langan                         McElroy
    ------                         -------

    14514  Kinghead  Drive         1211  Choquette
    Houston,  Texas  77044         Austin,  Texas  78757
    Telecopy:  (281)  820-1145     Telecopy:  (512)  474-5605

with  a  copies  to:

    Hill,  Ducloux,  Carnes  &  Clark
    400  W,  15th  Street,  Ste.  750
    Austin,  Texas  78701
    Attention:  H.  Allen  Hill,  Esq.
    Telecopy:  (512)  474-5605

SECTION  7.2.     ENTIRE  AGREEMENT.  This  Agreement  constitutes  the  entire
                  -----------------
agreement  between  the  parties  with  respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, between
the  parties  with  respect  to  the  subject  matter  hereof.

SECTION  7.3.     GOVERNING  LAW.  This  Agreement  shall  be  governed  by, and
                  --------------
construed  in accordance with, the laws of the State of Texas, regardless of the
laws  that  might  otherwise  govern under applicable principles of conflicts of
laws  thereof.

SECTION 7.4.     HEADINGS.  The descriptive headings contained in this Agreement
                 --------
are  included  for convenience of reference only and shall not affect in any way
the  meaning  or  interpretation  of  this  Agreement.

SECTION 7.5.     NUMBER, GENDER.  Whenever the context so requires, the singular
                 --------------
shall  include  the  plural  and  the plural shall include the singular, and the
gender  of  any  pronoun  shall  include  the  other  genders.

                        Stock Purchase Agreement - Page 8
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SECTION  7.6.     SEVERABILITY.  Wherever  possible,  each  provision  of  this
                  ------------
Agreement  shall  be  interpreted  in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited
by  or  invalidated under applicable law, such provision shall be ineffective to
the  extent  of  such  provision  and the remaining provisions of this Agreement
shall  remain  fully  effective.

SECTION  7.7.     COUNTERPARTS.  This  Agreement  may be executed in one or more
                  ------------
counterparts, and by the different parties hereto in separate counterparts, each
of  which when executed shall be deemed to be an original but all of which taken
together  shall  constitute  one  and  the  same  agreement.

SECTION  7.8.     ASSIGNMENT;  SUCCESSORS.  This Agreement shall be binding upon
                  -----------------------
and  shall  inure  to  the  benefit  of  the  parties  hereto,  their respective
successors,  successors  in  title, and lawful assigns.  No party shall have the
right  to  assign  this Agreement, or any interest under this Agreement, without
the  prior  written  consent  of  the  other  party.

SECTION  7.9     COSTS AND EXPENSES.   The  Seller  shall  pay  all  of the fees
                 ------------------
and  expenses  incurred  by him and each Purchaser shall pay all of the fees and
expenses incurred by him or it, as the case may be, in negotiating and preparing
this  Agreement  (and  all  other  agreements executed in connection herewith or
therewith)  and in consummating the transactions contemplated by this Agreement.

     IN  WITNESS  WHEREOF,  the  Purchasers and the Seller have each caused this
Agreement  to  be  executed  by  a  duly authorized officer as of the date first
written  above.

WITNESSES:                         SELLER:

/s/  Vivian  Tipps                 /s/  ROBERT  L.  WATTERS
/s/  Joel  Seidner                 ROBERT  L.  WATTERS



ATTEST:                            PURCHASERS:

/s/  Vivian  Tipps                 E.S.  LANGAN,  L.P.
/s/  Joel  Seidner
By:     /s/  ERIC  LANGAN
Name:     ERIC  LANGAN
Title:     General  Partner
WITNESSES:

/s/  Vivian  Tipps                 /s/  RALPH  McELROY
/s/  Joel  Seidner                 RALPH  McELROY

                        Stock Purchase Agreement - Page 9

Source: OneCLE Business Contracts.