X0202 4 2005-07-22 0 0000935419 RICKS CABARET INTERNATIONAL INC RICK 0001068672 MCELROY RALPH LEE 1211 CHOQUETTE AUSTIN TX 78757 0 0 1 0 Convertible Debenture 2005-07-22 4 J 0 1 A 2006-02-01 2008-08-01 Common stock 220000 1 D Warrants 3.00 2005-07-22 4 J 0 50000 A 2005-07-22 2008-07-22 Common stock 50000 50000 D The Reporting Person entered into a Convertible Debenture (the "Debenture") in the amount of $660,000 with the Issuer effective July 22, 2005. Under the terms of the Debenture, the Reporting Person has the option to convert all or any portion of the principal amount into shares of the Issuer's common stock at the rate of $3.00 per share, subject to adjustment under certain conditions. The Debenture provides, absent shareholder approval, that the number of shares of our common stock that may be issued to or acquired by the Reporting Person upon conversion of the Debenture shall not exceed 19.99% of the total number of issued and outstanding shares of the Issuer's common stock. As part of the transaction, the Reporting Person also received a Warrant to Purchase 50,000 shares of the Issuer's common stock at an exercise price of $3.00 per share. Ralph Lee McElroy 2006-03-23