MEMORANDUM OF RESPONSES
                       RICK'S CABARET INTERNATIONAL, INC.
                               FILE NO. 001-13992


1.   In response  to  the  Staff's  comment,  the  Company believes that it will
     recover  the amount previously due under the note receivable. As previously
     disclosed  to the Staff, the Company has foreclosed upon and owns 3,000,000
     shares  (the "Shares") of Blue Star Health ("Blue Star"). Legal counsel for
     the  Company  has  been  in  discussions  with  legal counsel for Blue Star
     regarding  the  existing  obligation  of  Blue  Star to the Company and the
     possible  resolution of this obligation by the acquisition of the Shares by
     Blue  Star  or  by  another third party. Further, legal counsel has been in
     discussions  with  a  third party regarding the private sale of the Shares.
     These  discussions  are  ongoing.  We believe that further discussions with
     these  parties may result in the private sale of the shares in an amount to
     recover  the  outstanding  amount  due  under  the  note  receivable.

     In  the  event  that  these  discussions  do  not result in completion of a
     private  sale  of the shares, the Company believes that it would be able to
     liquidate  the shares, over a period of time, at reduced prices to existing
     market  prices to recover the amounts under the note receivable. The Shares
     of  Blue  Star are presently traded on the Pink Sheets. In discussions with
     legal  counsel  for Blue Star, our legal counsel was advised that Blue Star
     was  working  on  completion  of its financial statements in order to bring
     their  filings  current as required under SEC regulations. We will continue
     to assess collectibility of such note receivable on a quarterly basis based
     on  all  available  relevant information and will appropriately reserve for
     any  amounts  deemed uncollectible by the Company. We intend to refine such
     disclosure  in  future  filings.