Good afternoon, we are pleased to welcome you to the First Quarter 2010 Conference Call of Rick’s Cabaret International. On the call for Rick’s Cabaret are Eric Langan, CEO, Phil Marshall, CFO and Allan Priaulx, Investor Relations. The call is also being webcast and is available at www.Ricks.com. Following the presentation of first quarter results Mr. Langan and Mr. Marshall will be available for your questions. Now I will turn the call over to Mr. Priaulx for opening remarks.

Thank you very much, Shaun. Good afternoon, I’m Alan Priaulx, Investor Relations Counselor for Rick’s Cabaret. Welcome to our First Quarter 2010 Conference Call and webcast, in a moment I’ll turn the call over to Eric Langan and Phil Marshall who will present our first quarter results and then answer any questions you might have. Before we begin I’d like to call your attention to our Safe Harbor Statement, which is included on slide two of our PowerPoint presentation available on our website and at precisionir.com. Please take a good look at this statement as this conference call may contain forward-looking information, within the meaning of Section 21E of the Securities and Exchange Act of 1934. Later this week a complete transcript of this call will be available on seekingalpha.com. I’d also like to remind you that Rick’s Cabaret files reports and other documents with the Securities Exchange Commission and all of them are available on our website at www.ricks.com. And now I turn the call over to Eric Langan.

Thank you, Allan. Welcome, everybody. I’ll begin our conference call with a quick overview of first quarter 2010 overview, we’ll review our performance, highlights of the significant events, of the impact of marketing expenses on this quarter’s results, discussion of the Rick’s Cabaret VCG Holding’s letter of intent, outlook for the remainder of the year and then follow up with a question and answer session. Our total revenue was $20 million versus $17.1 million in 2009, 16.8% increase. Same store sales were up 14.5% over last year, when that income declined slightly to $782,688 in the quarter versus $790,000 in the last quarter, our earnings per share were $0.08, same as last year. The primary factors of our net income were affected by acquisition costs, and an increase in marketing. We have since the end of December decreased those marketing expenses and we expect to see a much higher bottom line in this quarter and going forward. The biggest event, I think, for this quarter was in January, we turned a profit in Las Vegas. The turning point really happened towards the middle of December so we’re very excited about that as well. And our cash-flow continued strong as we continue to make all of our payments and add cash to our bank account. The highlights are clubs in Miami and New York continue to grow, we had a fantastic quarter October to December at those locations. While our competitors cut back in the quarter we made investments in our pro-marketing, we got very proactive in our marketing campaign. As we’ve seen the corporate customer come back, as we’ve seen business start to increase, rather than sit back and take it in October, November, December quarter and get the increase there we decided to go ahead and push forward on…

Thank you. Ladies and Gentleman at this time we will be conducting a Question and Answer Session. (Operator’s Instructions) Our first question comes from the line of Joe Giamichael with Rodman & Renshaw. Please proceed with your question. Joe Giamichael – Rodman & Renshaw: Good afternoon, gentlemen. I think for now I’m going to leave the VCG aspect off the call, somebody else will ask those questions. But I’m just having a problem reconciling guidance with the previous run-rates with the added marketing expense being the real only true subjective variable there. You know Q1 being anonymously high if we drop run-rates down to where they have been traditionally, it seems that we’re going to come in a little bit higher on an EPS basis than where guidance is. Am I missing something there or are these just sort of number that you guys overly comfortable with at this point?

You mean our $0.95 to $1.05 that’s a number that we’re very comfortable with at this time. Yes, depending on how much we cut back that marketing what rate will do, we could exceed those numbers, but we want to be on the cautious side. The Las Vegas market has been very fickle for us and the need for the marketing expenses there to fluctuate drastically without much notice could happen at any time due to competitors making plays for market-share we do believe at this time that all the clubs have settled down in that regard and are all trying to focus on the bottom line which is good for us as well. Like I said our top-line number in Vegas may decline a little bit but because we’re focused on customers that we’re actually making money off of rather than just putting more and more people through the door. That’s really going to be the focus in Vegas for the remainder of this year. Joe Giamichael – Rodman & Renshaw: And then just as it relates to the other expense item in the quarter, could you just give us a little background as to what that is?

In legal and professional, it was high last year also but it was actually very high this year with acquisition costs in there not only the Joy of Austin but also, of course, we’ve been having some legal and different people working on this VCG deal as well. Joe Giamichael – Rodman & Renshaw: Okay, great, well thank you very much. VCG is something similar that we talked about a long time ago and it’s exciting to see it come into fruition.

. Yep, definitely we’re very excited about it, I think that the combined company is unbelievable the growth, the EBIDTA numbers that we could generate, the cash-flow of the combined companies will generate will be fantastic. And acquisitions, I mean, basically fund acquisitions about one quarter of our own cash flow so that will be very exciting. Joe Giamichael – Rodman & Renshaw: That’s great. Thank you very much Eric.

Thank you.

Our next question comes from the line of Peter Heise with RedChip. Please proceed with your question.

Hi guys, I was wondering if you guys saw any significant effects of the inclement weather we’ve had recently has that hurt the business or actually helped the business?

You know, we weren’t closed we were actually open, we actually had a really good night. Only about eight girls made it into work that night, but we still did a pretty decent night because the hotels were, you know, full and all the restaurants were closed because a lot of their employees didn’t make it in. Our staff made it in and we served a lot of dinners that night and still had a pretty average night for that night. So New York's really affected. Philadelphia's been affected greatly. The club was closed for a weekend and we had some other snow days and snow issues effect there. We did lose one day in Dallas for two of the clubs, but the Dallas - are actually in Fort Worth. The Dallas clubs stayed open and actually had a very fantastic night because it was part of that NBA All-Star week. So we still did some pretty respectable numbers there even with the weather. I can't imagine what we would have done without the weather. Overall the NBA All-Star game was fantastic for both locations in Dallas and helped the Fort Worth locations mildly. But really it was more focused towards the Club Onyx concept there – Club Onyx did just absolutely fantastic numbers during that four or five day period there.

Great. And can you give us any color on the high end spending – what that's doing right now, the ultra high end?

We're starting to see the customers come back. We've seen it in Miami during Super Bowl we had some fantastic tabs that were ran during that time period, a lot of spending. A lot of bottle service. What we're really seeing – we're even seeing the mid-level customer coming out of the shell a little bit, and we're starting to see some more bottle service again, and that's really where the money is. Because once guys have a bottle they're anchored into the location. So we've really been pushing and working on bottle specials and trying to move the customer so those bottles – get those anchors in get them in and get them spending money. And we're having some pretty good success with it.

Great. And one more quick question. Do you – I'm just starting to look through the VCGH deal. Are you planning on changing those into a Rick's Cabaret or an XTC or Club Onyx or your brand name?

Actually, as far as the transaction we're buying the licensing rights to the P. T. Showclub name as well, so we'll keep that name. We're also picking up the Diamond Cabaret name so we may use that on certain locations, but we definitely envision a conversion of some of their top locations into Rick's Cabaret as well as maybe some of our B clubs into P. T. Showclubs and we have of course all of the names as we move forward and make acquisitions – you know we'll evaluate each acquisition individually and see what name will work the best in which format the market needs and can make use of.

Okay, great. Thanks.

Our next question comes from the line of Eric Feder with Brean Murray. Please proceed with your question. Jennifer Sung - Brean Murray Carret & Co.: Hi, this is actually Jennifer his associate. I'm filling in for Eric today. I just wanted to know if you could quickly provide an update on the New York lawsuit?

The New York lawsuit? I mean it's ongoing, we're fighting it. That's basically where we're at right now. There's – we're going to be doing depositions so there will continue to be some expenses from that lawsuit, probably through the next three to six months. Jennifer Sung - Brean Murray Carret & Co.: So you see it turning upwards? Or -

You know, I don't think it's going to get a whole lot more. You know we've had so many motions and so many – you know the summary judgments and files and all the things we've spent money on. I don't suspect that it's going to get a whole lot more expensive than it's been and of course the Minnesota case is settled, so those costs will go down. I'm kind of hoping here that the legal and accounting – as far as the lawsuits go will kind of stay flat and then start declining as we move in later into the year. Jennifer Sung - Brean Murray Carret & Co.: Okay, and then also just with the VCG acquisition – can you maybe just help me understand how – what the transition will be like in terms of converting these different clubs. Like what's the length of time and kind of what are – go into a little bit more in depth into the different synergy's that you see? You mentioned a few of them before.

Sure. Well VCG has some A clubs but they don't really have an A brand. They kind of license their name, they license their men's clubs, they license their penthouses name, they have the Diamond Cabaret name. Basically what we see is taking some of those higher end clubs, putting the Rick's Cabaret name on them and slowly converting them into Rick's, just as if we'd acquired a single club operator. As well, you know the P.T. Showclub name has been around for about 30 years, or 35 years. It's a very well known name in its markets and we think we can take that name and expand it into other markets as well. So we actually get two brands non-competing – one is more of a B club type brand and then the other is the A club brand and we'll be able to build both of those brands on a combined basis. But the real savings I think we get – obviously the obvious savings, the cost of public company, two sets of upper management – you know those kinds of savings will be immediate. Some of the other savings will be – you know over time as we convert to more national purchasing with liquor companies and then different liquor brands – the marketing and promotion stuff that we can work out with these companies have benefits – that will benefit the company and will benefit our cost of goods sold. So there'll be lots of savings in those aspects as well. Jennifer Sung - Brean Murray Carret & Co.: And how long do you think that will take before -

Well, some of it will be immediate – you know I think integration probably I would guess around six months for full integration. You're talking about you know taking not just our culture and their culture and merging the cultures but also really taking each location, going to each market competitively and figuring out with the management teams in those locations which locations are the best to be branded Rick's, which ones will be best to be branded with the P.T.'s name or with outside names for that matter. Jennifer Sung - Brean Murray Carret & Co.: Okay, thank you.

Our next question comes from the line of Stephen Garp who is a private investor. Please proceed with your question.

Hey guys. How are you. I've got a quick question. I notice your alcohol revenue was up like 21% which is above the entertainment and substantially above the food and I'm just curious. Was that pricing, was that volume? Just curious, are people just depressed and drinking a lot, or …?

Well it's little bit of (inaudible). The two new clubs were both liquor clubs, so that's one increase a little bit versus the BYOB clubs. So that will increase your liquor a little bit. But really what we're seeing is – you know people are drinking more, you know we're seeing more bottle sales so the bottle sales increase your liquor. And -

Yeah, I didn't know if you were doing more eight before eight or seven before seven or -

Well, in certain markets you know we've done dollar beer night, we've done some discounting on stuff that's brought a lot more people in. And really what we've seen as far as service revenue hasn't increased as much as we've done a lot of free passes, a lot of get in free coupons or promotions where we have no cover charge and stuff like that to pull people into our buildings. We've been really focused on gain at market share, introducing – basically our competitors customers to our business and saying 'you know we hope you'll come back' and that's what we're seeing, as we roll the marketing back we're still seeing that top line growth and that's what we're really hoping for and that's what we're seeing so far and – you know through the first six weeks of this quarter. And you know the real test will show as we move into the summer and have a nice six month window of it we'll find out if the investment that we made pays off like we think it will. But you know when a lot of companies were cutting back and everybody was kind of sitting back on their laurels because business was starting to come back a little bit we decided – you know now is when we'll make the really big push and go in and then make the move and keep those top customers. And I think that's a lot of it too is those top customers, they buy bottles, they buy more expensive champagne , and the more premium liquors – and that's really what we're seeing.

Great. Okay, next question is – you gave a fair amount of color on where your thoughts were with the acquisition and certainly it's exciting I'm sure to be challenging for you guys also, but I guess I'm looking over the club list. What geography are you most excited about getting into from this – I know it's a different brand and I'm curious because it does diversify a lot.

It does help with diversification. VCG is very concentrated and very dominant in Denver. They're very dominant in Saint Louis. Those are two markets that Rick's probably would have had a very hard time ever getting into and now with this merger not only are we into those markets but we're the leader in those markets. And so I think that's – those are the two most exciting markets I think we're most excited about are those locations. The addition of two clubs in the Dallas – Fort Worth market. You know we've really been focusing on moving into that Dallas – Fort Worth market very heavy – we think it's a fantastic market for growth...

It does help with diversification. VCG is very concentrated and very dominant in Denver. They're very dominant in Saint Louis. Those are two markets that Rick's probably would have had a very hard time ever getting into and now with this merger not only are we into those markets but we're the leader in those markets. And so I think that's – those are the two most exciting markets I think we're most excited about are those locations. The addition of two clubs in the Dallas – Fort Worth market. You know we've really been focusing on moving into that Dallas – Fort Worth market very heavy – we think it's a fantastic market for growth...

Right. Are there – I guess the next thing is the opposite of the spectrum. Are there any clubs – I mean it's a decent sized club list already – are there any that you kind of see at least initially– well maybe they don't really fit where you want to be in your strategy and be looking for the best...

Well, if you look at VCG's list and if you've ever listened to any of their calls you'll know their locations are all profitable. So as long as they're making money and as long as we're able to manage them without getting to the point where it costs us more money than we're making, I don't think it makes any sense though. We're very happy with all the market..

Well, I guess my third and final question is – what do you think finally was their motivation to do this? I understand Rick's (inaudible) yours and I guess commonly thought about theirs you're clearly the better run company and the better brand at least better established brand within the investment community. I guess VCG was always the would have should have but doesn't seem to be doing it. I would have expected this a while ago, and it never materialized that's why I was pretty surprised you'd do this now.

Well, (inaudible) off and on for over four years you know, from time to time about maybe someday putting the two companies together if it made sense. I think it just came to a point in time where it makes sense, you know we're coming out of the recession – like you've said we've got the investment community who's looked at Rick's and who's had an eye on Rick's for a long time and it got – VCG has fantastic assets – we take those assets and we put them into Rick's company, we put our brand on them so we build our brand even larger. I mean, I just think it just makes a lot of sense, and now's a great time. It's a great time for us, it's a great time for - the VCG shareholders were not really you know getting a lot of value for being a public company. I think combined, you know their shareholders will become our shareholders and we'll all get a lot more value out of the combined (inaudible).

Okay, great. That does it for me, thank you.

Our next question comes from the line of Brian Brown who is a private investor. Please proceed with your question.

Can you just talk about the internet or the other categories – in terms of you're happy with the media division, are you seeing some synergies and I guess do you feel like you have a better opportunity with more clubs now to try to leverage that?

Well you know now that the economy is coming back a little bit you know, are you seeing the media revenues were up drastically, the convention was fantastic this year. You know we're planning a bigger and better convention this year, we've moved the convention to the Mirage this year, so yeah I think we're very excited about the possibilities from the media. As far as the internet goes – you know it's a tough world in the internet world, especially the way the economy is. Both of our business models are – you know our consumer is our product at the same time. And so obviously if we have less subscriptions then we have less product on our couples dating site, and we have less buyers – as money's tighter we have less buyers on our auction site, so we've seen a little decline in that. But I think we'll start to see that come back as the economy comes back. But overall we're very happy with – you know the internet division is also our entire IT department and so they do more than just the internet division. Most companies would spend a lot of money to have an IT department where our IT department generates positive cash flow for us and does all the work. So they pay for themselves as well as generating additional money for us, so we – we're looking at the new mobile phone stuff. The new technologies are very promising so we're hoping we can come up with some great stuff with 38-40 clubs to market and push those technologies in, we think that will help and then of course bringing people into the clubs through the technologies is the – we think is the real plus side for us, it's marketing that pays us. Brian Brown – Private Investor: Thank you, and then one follow up question. So since this is a stock deal, does that mean in terms of - obviously there's no cash, are you still looking to keep the idea of adding a club a quarter or are you going to hold off for a while to integrate the VCG acquisition?

You know, it's hard to say at this point. We're really kind of – now we're getting here, we're really starting to wrap our minds around it, you know we've got to get in, we've got to meet with some of the VCG management teams and just basically see where we're at management wise. We'll probably slow down a little bit. Obviously we already have a new club that's going to be opening in Dallas hopefully sometime this summer, and you know if other deals come up it really depends on our cash position and our ability to manage – obviously we don't want to take on too much too fast, but at the same time, if we've got money we need to get to work or we have people we need to put to work, or the right deal comes along we're going to move on it still.

Okay, thank you.

Our next question comes from the line of Jamie Clement with Sidoti & Co. Please proceed with your question. Jamie Clement - Sidoti & Co.: Good afternoon, Eric. Just a couple questions on the structure of the deal and this was sort of a followup to previous gentlemen's questions. In terms of the max cash outlay that Rick's would have in this, now Mr. Lowrey can elect to receive cash for all 5.77 million shares?

Correct, at $2.44 a share. Jamie Clement - Sidoti & Co.: Okay. So that'd be about, I think, $14 million. Is that right? Trust my math on that.

I don't know. Jamie Clement - Sidoti & Co.: I think it's about right.

I believe you. Jamie Clement - Sidoti & Co.: Okay. So based on where the stock has been and kind of the language you used in example in the press release, you're talking about you'd then have to issue what is it, about 2.6 million Rick shares to cover the remaining shares?

Yeah. So you have 17.3 million shares outstanding so if you took off the 5.6 you're at 11 and change and then divided by — let me see what the split ends up being there. Actually, we got to do the stock price as it depends on the (inaudible) — Jamie Clement - Sidoti & Co.: Eric, I think we're doing math the same way so I think that's okay.

You just tell me what the number is (laughs). You're probably right. Jamie Clement - Sidoti & Co.: Yeah. I think it was roughly 2.6 million based on the $11.76 Rick's Cabaret price as used in the example.

Right, $11.76 divided by 266 is 2.42. So yeah, take 11 million divided by 4.42, 11.3. Jamie Clement - Sidoti & Co.: All right okay (laughs). Okay anyway, now Mr. Lowrey can accept 30% of his consideration in stock, correct?

Correct. Jamie Clement - Sidoti & Co.: So Mr. Lowrey would actually be a larger shareholder than you, Eric, under that circumstance, yes?

No, 5.77 divided by 4.42 — Jamie Clement - Sidoti & Co.: Well basically he's getting 14 million —

He'd have about 390,000 shares. Jamie Clement - Sidoti & Co.: Okay, maybe my math is a little screwed up because if he had about $14 million for 5.77 million shares.

You're not doing the split though. You got to remember it's 4.4 — you got to take their stock, divide it by the conversion ratio which is 4.42 based on the 11.76 so he would get 30% of 5.7 million. So you take 5.7 million times 30% divided by 4.42 and that's how many Rick shares he would end up with. Jamie Clement - Sidoti & Co.: Okay. Maybe Phil and I will circle back after this, but okay. The other thing, it was unclear to me based on the wording of this, have you all done due diligence at the local level yet for this transaction?

No. This is a letter of intent. Through the letter of intent we have until March 12th to enter it into definitive documents and then we'll have a due diligence period. Of course it'll be subject to shareholder approval. That's why we say the additional information of where to find it, that's why it's in the release, that's why it's everywhere, and it is not a simple cut and dry deal like the old days like the small clubs we bought in the past with a single location. Both companies will be getting shareholder approval of the transaction. Rick's will be filing a registration statement of course to register the shares so the SEC will review — it's a time period. We estimate as much as six months before we could actually have a — Jamie Clement - Sidoti & Co.: Okay. And in terms of the debt and sort of related liabilities on VCGH's balance sheet, is there anything in the — I mean I can go back and check this, but to your knowledge is there anything in the event of a change in control where you have to deal with refinancing any of those things?

There is, but Troy's agreed to stay on as part of this transaction to stay on that debt as a personal guarantor. And while we haven't necessarily talked with every one of the banks and all of the lean holders and all that, we anticipate that with Troy staying on as a guarantor of that that most of that debt will be able to continue being paid off in its current terms. Jamie Clement - Sidoti & Co.: Okay very good, thank you very much.

Our next question comes from the line of Ephraim Fields with Clarus Capital.

Hey. Good afternoon and congratulations on a great quarter and what looks like a very interesting deal. Just a couple questions as I read through the release; when you say the combined company has $25 million of combined EBITDA —

Right, that's trailing 12 months.

Right, but you just took their kind of reported EBITDA exactly as it was —

No add backs.

Right, no add backs. And will Troy be a paid employee of the combined company going forward?

Troy will be a consultant. We'll enter into a three-year consulting agreement with Troy and he'll work on special projects for us as well as it's going to take time to convert all these licenses, it's going to take time to convert all these liquor licenses, FOB licenses, different things. He may remain on as an officer of the subsidiaries during the time while those licensings are being done. It's a very, very complicated transaction that we're dealing with; 10 different states which all have different liquor license laws and several different municipalities which all have different adult entertaining license laws so he's definitely going to have to be involved in helping with that and the future from there, it'll evolve as time goes on and we'll see. I don't know what his involvement will want to be. It depends on what he wants to do I guess is the real answer to that question.

Okay. And I was just a little unclear about the press release, is it a fixed ratio and there's just a floor in the ceiling? Is that the way this is working out or is it more complicated?

Actually it's a caller. It's very difficult to just try to explain to you it's this, this, or this. Basically it's a caller that wraps around, but basically it kind of fixes the ratio depending on where Rick's share price is of somewhere between 3.64 and 5.25 shares to one, based on Rick's share price.

Okay. And what kind of approval do both parties need to get the transaction?

That will all be worked out in the definitive documents. There's a lot of discussion on that right now as to which way we're going to go with that. Obviously Ricks will have a full shareholder vote. And as far as the VCG vote, that's something their special committee is really going to have to decide and come back with on depending on what vote's going to be required on that.

Got it, okay. I'll followup with you offline with some additional questions. Thank you, congratulations.

Okay, fantastic.

Our next question comes from the line of John Hall (ph) who's a private investor. Please proceed with your question.

Good afternoon. Any update you want to provide on the legal proceedings in Texas? I just saw a small note in March I believe?

Yeah. The Supreme Court is going to have oral arguments on March 25th and we'll go from there. I guess that will decide after that point. Oral arguments are to decide, I think, if they're going to take it on by the full court. I'm even confused — I think the lawyers are even confused. This is not normal practice. Normally it doesn't happen like this. Normally they just say yes we're going to hear the case or no we're not going to hear the case. They don't have a hearing to decide if they're going to hear which is kind of what they're doing, I think, in this instance. So hopefully they'll have their — we think (inaudible) should go hopefully our side will be convincing enough that this will put an end to this once and for all, but it's just hard to say right now.

Right, okay. Thank you.

Our next question comes from the line of Don McKiernan of Landau Securities.

Yeah hello, good afternoon. Did you include a balance sheet with your press release today?

No, we did not. It is available on our website. The entire Q is on the website.

Yeah I'm looking at that right now. I think it would be helpful in the future if you did, and you've got oh maybe close to $10 million in cash, and in the VCG deal if Lowrey wants to receive most of his money in cash that's almost $14 million, how would you come up with the money?

There's lots of options we have available to us for financing. At this point we haven't really picked one. As we move into (inaudible) it's moved forward. We have about six months before closing so we've got plenty of time to come to how we're going to fund that remaining money.

And then for Mr. Lowrey am I correct that in addition to the $14 million worth of stock, there's another personal note that he provided to his company for $5.7 million that you are assuming?

Yes. That's existing debt of VCG.

Great, all right. Thank you.

Gentlemen, there are no further questions in the queue at this time. I'd like to hand it back over to management for closing comments.

All right, well thank you for your time everyone and once again I'd like to invite you down to the club this evening, 50 West 33rd in New York City. I'll be there from 6-9 PM. I'd be happy to talk to you if you have any questions and come down for some due diligence and see the club. All right, thank you for your time. Thank you very much.

Ladies and gentlemen, this does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time and have a wonderful evening.