-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 RGt59vQJgPq4zZe6x0ilHml728a77p7d9T87mma2GlC2QAPGttma1cA8NeHPnkFU
 pWOVvxtdq5pIDnSyRMPjfQ==

<SEC-DOCUMENT>/in/edgar/work/20000720/0001015402-00-001938/0001015402-00-001938.txt : 20000920
<SEC-HEADER>0001015402-00-001938.hdr.sgml : 20000920
ACCESSION NUMBER:		0001015402-00-001938
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20000720

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RICKS CABARET INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000935419
		STANDARD INDUSTRIAL CLASSIFICATION:	 [5810
]		IRS NUMBER:				760037324
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0930
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		SC 13D
			SEC ACT:		
			SEC FILE NUMBER:	005-54511
			FILM NUMBER:		675931
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		505 NORTH BELT SUITE 630
				CITY:			HOUSTON
				STATE:			TX
				ZIP:			77060
				BUSINESS PHONE:		2818201181
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		505 NORTH BELT SUITE 630
					CITY:			HOUSTON
					STATE:			TX
					ZIP:			77060
</MAIL-ADDRESS>
</SUBJECT-COMPANY>

					FILED BY:		

						COMPANY DATA:	
							COMPANY CONFORMED NAME:			VOICE MEDIA INC
							CENTRAL INDEX KEY:			0001118964
							STANDARD INDUSTRIAL CLASSIFICATION:	 [
]</COMPANY-DATA>

							FILING VALUES:
								FORM TYPE:		SC 13D
</FILING-VALUES>

								BUSINESS ADDRESS:	
									STREET 1:		2533 NORTH LARSON STREET
									STREET 2:		SUITE 1091
									CITY:			CARSON CITY
									STATE:			NV
									ZIP:			89706
									BUSINESS PHONE:		8185914500X217
</BUSINESS-ADDRESS>

									MAIL ADDRESS:	
										STREET 1:		2533 NORTH CARSON STREET
										STREET 2:		SUITE 1091
										CITY:			CARSON CITY
										STATE:			NV
										ZIP:			89706
</MAIL-ADDRESS>
</FILED-BY>
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934

                       Rick's Cabaret International, Inc.
                       ----------------------------------
                                (Name of Issuer)

                          Common Stock, par value $0.01
                          -----------------------------
                         (Title of Class of Securities)

                                   765641-30 3
                                   -----------
                                 (CUSIP Number)

  Ron Levi, 5000 North Parkway Calabasas, Suite 205, Calabasas, California 91302
  ------------------------------------------------------------------------------
                              tel.:  (818) 591-4500
                              ---------------------
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
                                 Communications)

                                  July 6, 2000
                                  ------------
             (Date of Event which Requires Filing of this Statement)

If  the filing person has previously filed a statement on Schedule 13G to report
the  acquisition  that  is  the  subject of this Schedule 13D and is filing this
schedule  because  of  ''240.13d-1(e),  240.13d-1(f)  or 240.13d-1(g), check the
following  box.                                                              |_|

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies  of  the  schedule,  including all exhibits.  See '240,13d-7(b) for other
parties  to  whom  copies  are  to  be  sent.

*  The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent  amendment  containing  information  which  would  alter
disclosures  provided  in  a  prior  cover  page.

The information required on the remainder of this cover page shall not be deemed
to  be  "filed"  for the purpose of Section 18 of the Securities Exchange Act of
1934  (Act")  or otherwise subject to the liabilities of that section of the Act
but  shall  be  subject  to  all  other  provisions of the Act (however, see the
Notes).

<PAGE>
CUSIP  No.  765641-30  3                                         Page  2  of  6
            ------------

(1)     Name  of  Reporting  Person  and IRS Identification No. of Above Person:

        Voice  Media,  Inc.

(2)     Check  the  Appropriate  Box  if a Member of a Group (See Instructions).

                                                                        (a)  |_|
                                                                        (b)  |X|

(3)     SEC  Use  Only

(4)     Source  of  Funds  (See  Instructions)

                                       OO

(5)     Check  if  Disclosure  of  Legal  Proceedings
        is  Required  Pursuant  to  Items  2(d)  or  2(e).                   |_|

(6)     Citizenship  or  Place  of  Organization

                     Voice Media, Inc, a Nevada corporation.

Number      (7)     Sole  Voting  Power
of                                  450,000
Shares
Bene-
ficially    (8)     Shared  Voting  Power
Owned                               -0-
by
Each
Report-     (9)     Sole  Dispositive  Power
ing                                 450,000
Person
With:
            (10)    Shared  Dispositive  Power
                                    -0-

(11)    Aggregate  Amount  Owned  by  Each  Reporting  Person
                                    700,000


(12)    Check if the Aggregate Amount in Row (11) Excludes Certain Shares
        (See Instructions)                                                   |_|


<PAGE>
CUSIP  No.  765641-30  3                                          Page  3  of  6
            ------------

(13)    Percent  of  Class  Represented  by  Amount  in  Row  (11)

                                      13.8%

(14)    Type  of  Reporting  Person


<PAGE>
                              Voice Media, Inc.  CO

CUSIP  No.  765641-30  3                                          Page  4  of  6
            ------------

ITEM  1      Security  and  Issuer

     This  statement  is  filed with respect to shares of common stock par value
$0.01  (the  "Shares")  of  Rick's  Cabaret  International, Inc. (the "Company",
"Rick's"  or the "Issuer"), whose address is 505 North Belt, Suite 630, Houston,
Texas  77060.

ITEM  2.     Identity  and  Background

             Voice  Media,  Inc.:
             --------------------
             Voice Media, Inc., a Nevada corporation, whose business is Internet
             e-commerce  entertainment  products,  including  the development of
             proprietary  technologies,  industry-defining systems and marketing
             processes.

             Business  address: 2533  N. Carson Street, Suite 1091, Carson City,
             Nevada      89706

             (d)     No.
             (e)     No.


             Ron  Levi:
             ----------
             (a)     Ron  Levi
             (b)     Business  address: 5000 North Parkway Calabasas Suite 205,
                     Calabasas, California 91302
             (c)     Director  and  President of Voice Media, Inc. whose address
                     is 2533 N. Carson  Street,  Suite 1091, Carson City, Nevada
                     89706.  Mr. Levi owns 50% of Voice  Media,  Inc.
             (d)     No.
             (e)     No.
             (f)     U.S.A.

             Paul  Lesser:
             -------------
             (a)     Paul  Lesser
             (b)     Business address: 5000 North Parkway Calabasas Suite 205,
                     Calabasas, California 91302
             (c)     Director  and  Vice-president  of  Voice  Media, Inc. whose
                     address  is 2533 N. Carson Street, Suite 1091, Carson City,
                     Nevada 89706.  Mr. Lesser owns 50% of Voice  Media,  Inc.
             (d)     No.
             (e)     No.
             (f)     U.S.A.



ITEM  3.     Source  and  Amount  of  Funds  or  Other  Consideration

     On  July  6,  2000,  Voice  Media,  Inc.  sold  the adult Internet web site
www.XXXPassword.com  to  Rick's Cabaret International, Inc. ("Rick's"), pursuant
to  an  Asset  Purchase  Agreement.  Among  the terms of the acquisition, Rick's
issued  700,000  restricted  shares of its common stock to Voice Media, of which
250,000  shares  will  remain  in  escrow  until certain earnings benchmarks are
achieved.   As  part  of this transaction, the 250,000 escrow shares are subject
to  a  Voting  Agreement, whereby the Chairman and President of Rick's, Mr. Eric
Langan,  has  sole voting power over the 250,000 shares as long as these 250,000
shares  are  in  escrow.


<PAGE>
CUSIP  No.  765641-30  3                                          Page  5  of  6
            ------------

ITEM  4.     Purpose  of  Transaction

     On  July  6,  2000,  Voice  Media,  Inc.  sold  the adult Internet web site
www.XXXPassword.com  to  Rick's Cabaret International, Inc. ("Rick's"), pursuant
to  an  Asset  Purchase  Agreement.  Among  the terms of the acquisition, Rick's
issued  700,000  restricted  shares of its common stock to Voice Media, of which
250,000  shares  will  remain  in  escrow  until certain earnings benchmarks are
achieved.   As  part  of this transaction, the 250,000 escrow shares are subject
to  a  Voting  Agreement, whereby the Chairman and President of Rick's, Mr. Eric
Langan,  has  sole voting power over the 250,000 shares as long as these 250,000
shares  are  in  escrow.

     Rick's  and  Voice Media, Inc. have entered into a Letter of Intent whereby
Rick's  may acquire from Voice Media, Inc. a web site named www.Clubpix.com.  If
this  transaction  is  consummated  on the conditions set forth in the Letter of
Intent,  then  Voice  Media,  Inc.  could  acquire up to an additional 2,000,000
shares  of Rick's common stock (which includes 300,000 shares in connection with
an  earn-out  provision),  of  which  700,000 could also be subject to an Escrow
Agreement  and  a  Voting Agreement.  This Clubpix.com transaction is subject to
various  conditions  precedent, including the requirement for the execution of a
definitive  agreement  between Rick's and Voice Media, Inc., and approval of the
transaction  by  Rick's  shareholders.  If  the  Clubpix.com  transaction  is
consummated, then Rick's Board of Directors will be expanded by one Director and
Voice  Media  will  have  the  right  to designate that Director subject to such
person  being  approved  by  the  existing  Rick's  Board  of  Directors.


(a)     Voice  Media, Inc. may, from time to time, acquire additional securities
of  Rick's  for  investment  purposes.

(b)     Voice Media, Inc. has no present plans or proposals for an extraordinary
corporate  transaction  involving  Rick's.

(c)     Voice  Media,  Inc. has no present plans or proposals involving the sale
or transfer of a material amount of assets of Rick's or any of its subsidiaries.

(d)     As a condition of the July 6, 2000 transaction with Rick's, Ron Levi and
Paul Lesser were appointed director's of Rick's.  If the Clubpix.com transaction
is  consummated, then Rick's Board of Directors will be expanded by one Director
and  Voice  Media will have the right to designate that Director subject to such
person  being approved by the existing Rick's Board of Directors.  Other than as
above,  Voice  Media,  Inc.  has  no plans to add Board members, and no plans or
proposals  to  change  the  term  of  directors.

(e)     Voice  Media, Inc. has no present plans or proposals for material change
in  the  present  capitalization  or  dividend  policy  of  the  Company.

(f)     Voice  Media,  Inc.  has  no  present  plans or proposals for a material
change  in  the  Company's  business  or  corporate  structure.

(g)     Voice  Media,  Inc. has no present plans or proposals for changes in the
Company's  charter  or  bylaws,  or  instruments  corresponding thereto or other
actions  which  may  impede  the  acquisition  of  control of the Company by any
person.

(h)     Voice  Media, Inc. has no present plans or proposals for causing a class
of  securities of the Company to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of
a  registered  national  securities  association.

(i)     Voice  Media,  Inc.  has  no  present  plans or proposals for a class of
securities  of  the  Company  becoming  eligible for termination of registration
pursuant  to  Section  12(g)(4)  of  the  Act.

(j)     Voice  Media,  Inc.  has  no  present plans or proposals for any actions
similar  to  those  enumerated  above  other  than  as  set  forth  above.


<PAGE>
CUSIP  No.  765641-30  3                                          Page  6  of  6
            ------------

ITEM  5.     Interest  in  Securities  of  the  Issuer

(a)     Voice  Media,  Inc.  is  the  beneficial owner directly or indirectly of
        700,000  Shares of Rick's and which represents 13.7%  of  the  class  of
        securities.

(b)     Voice  Media,  Inc.  has  sole voting power for 450,000 shares, and sole
        dispositive  power  for  450,000.

        Pursuant  to  the  sale  of  Voice  Media,  Inc.'s  web  site  named
        www.XXXPassword.com  to  Rick's,  out  of  the  aggregate  700,000 shares
        of Rick's received as consideration by Voice Media,  Inc., 250,000 shares
        are  subject  to  an  escrow  Agreement  and  a  Voting  Agreement.

(c)     None.

(d)     Pursuant  to  the  Escrow  Agreement,  dividends, if any, on the 250,000
        escrow  shares will be escrowed as well and  dividends  are  subject  to
        the same terms as the escrow shares. As part of  this  transaction,  the
        250,000 escrow shares are subject to a  Voting  Agreement,  whereby  the
        Chairman  and  President of Rick's,  Mr. Eric Langan,  has  sole  voting
        power over the 250,000  shares as long as these 250,000  shares  are  in
        escrow.

(e)     Not  applicable.

ITEM 6. Contract, Agreements, Understandings or Relationships with Respect
        to Securities of the Issuer

     On  July  6,  2000,  Rick's  acquired  the  adult  Internet  web  site
www.XXXPassword.com  from Voice Media, Inc.  Among the terms of the acquisition,
Rick's  issued  700,000 restricted shares of its common stock to Voice Media, of
which 250,000 shares will remain in escrow until certain earnings benchmarks are
achieved.   As  part  of this transaction, the 250,000 escrow shares are subject
to a Voting Agreement, whereby Mr. Langan has sole voting power over the 250,000
shares  as  long  as  these  250,000  shares  are  in  escrow.

     Rick's  and  Voice Media, Inc. have entered into a Letter of Intent whereby
Rick's  may acquire from Voice Media, Inc. a web site named www.Clubpix.com.  If
this  transaction  is  consummated  on the conditions set forth in the letter of
Intent,  then  Voice  Media,  Inc.  could  acquire up to an additional 2,000,000
shares  of Rick's common stock (which includes 300,000 shares in connection with
an  earn-out  provision),  of  which  700,000 could also be subject to an Escrow
Agreement  and  a  Voting Agreement.  This Clubpix.com transaction is subject to
various  conditions  precedent,  including  the  requirement for approval of the
transaction  by  Rick's  shareholders.  If  the  Clubpix.com  transaction  is
consummated, then Rick's Board of Directors will be expanded by one Director and
Voice  Media  will  have  the  right  to designate that Director subject to such
person  being  approved  by  the  existing  Rick's  Board  of  Directors.


ITEM  7.     Material  to  be  Filed  as  Exhibits

             10.1     Asset  Purchase  Agreement
             10.2     Escrow  Agreement
             10.3     Voting  Agreement



                                    SIGNATURE

     After  reasonable  inquiry  and  to  the best of my knowledge and belief, I
certify  that the information set forth in this statement is true, complete, and
correct.

                                               Voice  Media,  Inc.

                                  By:                               ,  President
                                      -----------------------------
July  12,  2000                   /s/  Ron  Levi
- ---------------                   Ron  Levi
Date


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

Exhibit  10.1
                             ASSET  PURCHASE  AGREEMENT
                             --------------------------

     This  Asset  Purchase Agreement ("Agreement") is made this 6th day of July,
2000,  by and between RCI INTERNET HOLDINGS, INC.,  a Texas corporation, ("RCI")
with  its  principal  place  of  business  located at 505 North Belt, Suite 630,
Houston,  Texas  77060,  RICK'S CABARET INTERNATIONAL, INC., a Texas corporation
("Rick's"),  with  its  principal  place  of business located at 505 North Belt,
Suite  630,  Houston,  Texas 77060, and VOICE MEDIA, INC., a Nevada corporation,
whose address is 2533 North Carson Street, Suite 1091, Carson City, Nevada 89706
(the  "Seller").

                             R  E  C  I  T  A  L  S:

     WHEREAS,  the  Seller  is  the  owner of all of the tangible and intangible
assets  associated  or  used in connection with the operation of XXXpassword.com
("Password"  or  the  "Site");  and

     WHEREAS,  Seller  desires  to  sell  and  transfer  all of the tangible and
intangible  assets  associated  or  used  in  connection  with  the operation of
Password;  and

     WHEREAS,  RCI  desires to acquire the assets of Seller, upon and subject to
the  terms  and  conditions  of  this  Agreement.

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
agreements  set  forth  herein  and  in  reliance  upon  the representations and
warranties  contained  herein, the parties hereto covenant and agree as follows:

                                     ARTICLE  I
                     PURCHASE  AND  SALE  OF  ASSETS  AND  PROPERTY

     1.1     Assets  of  Seller  to be Acquired by RCI (the "Purchased Assets").
             ------------------------------------------------------------------
On  the Closing Date (as defined in Article IV hereof), and subject to the terms
and  conditions  set forth in this Agreement, RCI agrees to purchase, accept and
acquire  from  Seller,  and  Seller agrees to sell, transfer, assign, convey and
deliver  to  RCI  the  following  Purchased  Assets:

          1.1.1 the  goodwill  associated  with or used in  connection  with the
     operation  or  business  of  Password  (the  "Goodwill");

          1.1.2 to the extent their transfer is permitted  pursuant to the terms
     thereof,  all advertising and traffic  agreements,  contracts,  agreements,
     licenses, commitments,  arrangements,  instruments and understandings which
     relate  to  the  business  and  operation  of  Password  exclusively;

          1.1.3 any and all copies of records in Seller's possession relating to
     or compiled in connection with its business and operation of Password which
     are  requested  by  RCI  (the  "Records").


<PAGE>
     1.2     On  the Closing Date (as defined in Article IV hereof), and subject
to  the  terms  and conditions set forth in this Agreement, the Seller agrees to
transfer  and  assign to RCI, and RCI agrees to accept from Seller the following
Intellectual  Property  which is used solely for the business of Password or are
otherwise necessary for the ownership of Password (the "Intellectual Property"):

          1.2.1 all  proprietary  rights  held by Seller in the  XXXPassword.com
     domain  name  (the  "Domain  Name");

          1.2.2 all  ownership  rights  held by Seller in the  content and text,
     navigational  devices, menu structures or arrangement,  icons,  operational
     instructions,  scripts,  commands,  syntax, screen design and other designs
     and visual  expressions  contained on the Site,  whether  stored,  encoded,
     recorded or written on disk,  tape,  film,  memory  device,  paper or other
     media  of  any  nature  (the  "Content");  and

          1.2.3 all  proprietary  rights held by Seller in and to all trademarks
     and any applications  therefor,  tradenames and any applications  therefor,
     tradedress,  trademark registrations and any applications therefor, service
     marks,  copyrights,  copyright registrations and any applications therefor,
     slogans,  logs, associated with or used in connection with the operation or
     business of Password exclusively,  including all rights, title and interest
     in  and  to  the  following   tradename  and  trademark   XXXPassword   and
     XXXPassword.com  used in  connection  with the  operation  of the Site (the
     "Trademarks").

     1.3     Intent of the Parties.  Although the Exhibits to this Agreement are
             ---------------------
intended  to  be  complete,  in  the  event  such  Exhibits  fail to contain the
description  of  any  asset  belonging  to  Seller  which is used solely for the
business  of  Password or are otherwise necessary for the ownership of Password,
such  assets  shall  nonetheless  be  deemed  transferred to RCI at the Closing.


                                   ARTICLE  II
                              EXCLUDED  LIABILITIES

     RCI  shall have no obligation and shall not assume or agree to pay, perform
or  discharge,  nor shall RCI be directly or indirectly responsible or obligated
for,  any  debts,  obligations, contracts, fines, or penalties or liabilities of
Seller,  wherever  or however incurred, except for liabilities subsequent to the
date  of  Closing  which  are  expressly  assumed,  and the assumption of refund
liabilities  and  credit  card  chargebacks  for  sales  made  from the Password
website.  All  personal  property  taxes on the Purchased Assets will be paid in
full  by the Seller for all years prior to the Closing and the taxes for year of
Closing  will be pro rated to the Closing Date. Further, RCI shall not assume or
be  responsible  for  any  of  the  liabilities or obligations of Seller or with
respect  to  the  business  prior  to  the  Closing Date, including any fines or
penalties  levied  against  Seller  by  any  third party, and further including,
without  limitation,  the  following:


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  2
<PAGE>
     (i)  Nonenumerated  Liabilities.  Any  liability  or  obligation  of Seller
          --------------------------
          of any kind, known or unknown,  contingent or otherwise, not resulting
          from any covenant,  agreement or indemnity of RCI in this Agreement or
          the other  agreements and  instruments to be executed and delivered by
          RCI  in  connection  with  Agreement;

     (ii)  Taxes.  Any  liability  or  obligation of Seller for federal,  state,
           -----
          or local income, franchise, property, sales or use or recapture taxes,
          assessments,  and penalties,  whether arising out of the  transactions
          contemplated  by  this  agreement  or  otherwise;

    (iii)  Violations  of  Law.  Any  liability  or  obligation  resulting  from
          -------------------
          violations of any  applicable  laws or  regulations by Seller prior to
          the Closing  Date or  infringement  of third party rights or interests
          prior  to  the  Closing  Date;

     (iv) Employee  Liabilities.  Any  employee  liabilities relating to present
          ---------------------
          and  past  employees  of the business with respect to plans, programs,
          policies,  commitments,  and  other  benefit  entitlements established
          or  existing  on  or  prior  to  the  Closing  (whether  or  not  such
          liabilities  are accrued or payable at the Closing, and whether or not
          such  liabilities  are  contingent  in  nature);

     (v)  Litigation.  Any  litigation  pending  or  threatened  against Seller,
          ----------
          the  business  or  the  Purchased  Assets;  and

     (vi)  Nontransferable  Contracts  and  Agreements.  Any  liability  or
           -------------------------------------------
          obligation  associated  with  any  contract,  agreement,   instrument,
          license or other right or  obligation  of Seller  which is an asset of
          the business but which  requires the consent of some third party to be
          assigned and/or  transferred and with respect to which such consent of
          such  third  party  has  not  been  obtained.


                                     ARTICLE  III
                           PURCHASE  PRICE  AND  PAYMENT

     3.1     Purchase  Price.  As  consideration  for  the Purchased Assets, RCI
             ---------------
shall  pay  to  Seller  as  follows:

     (i)  700,000  restricted  shares  of  Rick's  Cabaret  International,  Inc.
          ("Rick's")  common stock,  par value  $.01("Rick's  Stock"),  of which
          250,000 shares are subject to that certain Escrow  Agreement set forth
          in  Section  4.2(ii)  below;  and

     (ii) An Earn Out  Amount  of  $380,000  plus  either  (1)  $475,000  if the
          earnings  before  depreciation,   amortization,   interest  and  taxes
          ("EBITDA")  of  Password  during  the first full  twelve-month  period
          beginning  on the  Closing  Date  exceeds  $800,000  but is less  than
          $1,200,000  (but not  otherwise)  or (2)  $925,000  if the  EBITDA  of
          Password during the first full  twelve-month  period  beginning on the
          Closing  Date  exceeds  $1,200,000.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  3
<PAGE>
     The  Earn  Out Amount shall be paid in monthly amounts equal only to 50% of
the  Free Net Cash Flow (as defined below) of all Internet commerce generated by
Password during the 6 year period from the Closing Date.  If 50% of the Free Net
Cash  Flow  of  all  Internet  commerce  generated by Password during the 6 year
period  from  the Closing Date is less than the Earn Out Amount, then the excess
of  the  Earn Out Amount shall not be paid.  For purposes of this Agreement, the
term "Free Net Cash Flow" shall be defined as cash proceeds less variable costs,
overhead  costs  and  payment  of  income taxes due.  Cash Proceeds shall be the
aggregate  amount  of  all  cash  received from, without limitation, cash sales,
credit  or  charge  card  sales, sales on open account or any combination of the
same  and  other such sources less refunds and customer credits.  Variable Costs
shall  be  the  aggregate  amount of all charges or reduction of proceeds by the
credit  card  processor/merchant  bank  and  the  cost  paid  to webmasters as a
commission  for  traffic  sent  to  the  website.  Without  limitation,  such
processor/merchant  bank costs shall include discounts, fees, chargebacks, fines
and  all other such costs.  In the event that the third party processor/merchant
bank shall require a reserve fund, for the purposes of this Agreement, said fund
shall  be considered a Variable Cost.  To the extent reserve funds are recovered
from  the  credit  card  processor/merchant bank and available for distribution,
then  such  amount  shall  be  deemed  Cash Proceeds available for distribution.
Overhead  Costs  shall  be  the  aggregate amount of all charges for third party
content licensing fees, bandwidth charges and the Management Fee as set forth in
Section  7  of the Management Agreement executed simultaneously herewith between
RCI  and  National Telemedia Corp., an affiliate of Seller, in the form attached
hereto  as  Exhibit  "C".  The parties hereto acknowledge that to the extent the
specific  identification of third party content costs is impractical, they agree
to  the allocation of the actual costs based on the percentage of Password sales
to the combined sales of all websites of Seller benefiting from such third party
content.

     With  respect  to  the  payment  of  income taxes due, the parties agree to
retain  a  reserve in an amount of the Cash Proceeds equal to 35%.  In the event
the  federal tax liability for the corresponding fiscal year is determined to be
less  than  the  amount held in reserve, then such amount shall become available
for  distribution  to  the  Seller  and  RCI.

     Further,  Seller  agrees that to the extent there are any shortfalls to the
Free  Net  Cash  Flow in any given month that the Seller will pay such shortfall
amount,  in  an  amount  not  to  exceed $50,000, and be reimbursed prior to any
further  distribution  from  the  Free  Net  Cash  Flow.


                               ARTICLE  IV
                              THE  CLOSING

     4.1     Date  and  Time.  The  closing  of the transactions contemplated by
             ---------------
this Agreement (the "Closing") shall take place at the offices of Axelrod, Smith
&  Kirshbaum,  5300  Memorial  Drive, Suite 700, Houston, Texas 77007 on July 6,
2000 or at such other time and on such date as the parties hereto shall mutually
agree.  For  purposes  of this Agreement, the date on which the Closing actually
occurs  is  the  "Closing  Date".


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  4
<PAGE>
     4.2     Related  Transactions.  In  addition  to  the  consummation  of the
             ---------------------
acquisition  of  the  Purchased  Assets,  the following actions shall take place
contemporaneously  at  the  Closing:

     (i)  Rick's and Seller  shall  enter into an Escrow  Agreement  pursuant to
          which 250,000 shares of Rick's Stock shall be delivered in the name of
          the  Seller  to be  held  and  distributed  by  the  Escrow  Agent  in
          accordance with the terms of the Escrow Agreement in the form attached
          hereto  as  Exhibit  "A";  and

     (ii) The  Seller  will  enter  into a Voting  Agreement  with Eric  Langan,
          President and Chief Executive Officer of Rick's, pursuant to which the
          Seller will authorize Eric Langan to vote the 250,000 shares of Rick's
          Stock  held in  escrow  during  the time that the  shares  are held in
          escrow pursuant to the Voting Agreement in the form attached hereto as
          Exhibit  "B".

     (iii)RCI and National  Telemedia,  Corp.,  an  affiliate  of Seller,  shall
          enter  into  a  Management   Agreement   pursuant  to  which  National
          Telemedia, Corp. will maintain, manage and operate the XXXPassword.com
          website in accordance  with the terms of the  Management  Agreement in
          the  form  attached  hereto  as  Exhibit  "C".

     4.3     Closing  Documents  of Seller. At the Closing, Seller shall deliver
             -----------------------------
or  cause  to  be  delivered  to  RCI  the  following:

     (a)  all  instruments of assignment and bills of sale necessary to transfer
          to RCI good and  marketable  title to the  Purchased  Assets  free and
          clear  of  all  liens,  charges  or  encumbrances;

     (b)  all  documents  necessary to transfer the domain name XXXPassword.com;

     (c)  officers  certificate  required  by  Section  9.2(c);

     (d)  resolutions  of the Board of Directors as required by Section  9.2(d);
          and

     (e)  executed Escrow Agreement,  Voting Agreement and Management  Agreement
          as  provided  for  in  Section  4.2.

     4.4     Closing  Documents  of  RCI.  At  the Closing, RCI shall deliver or
             ---------------------------
cause  to  be  delivered  to  Seller,  the  following:

     (a)  officers  certificate  required  by  Section  9.1(c);

     (b)  resolutions  of the Board of Directors as required by Section  9.1(d);
          and

     (c)  executed Escrow Agreement,  Voting Agreement and Management  Agreement
          as  provided  for  in  Section  4.2.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  5
<PAGE>
     4.5  Closing  Documents of Rick's.  At the Closing, Rick's shall deliver or
          ----------------------------
cause  to  be  delivered  to  Seller,  the  following:

     (a)  either (i)  certificates  evidencing  700,000  shares of Rick's common
          stock,  duly executed for issuance by Rick's to Voice Media,  of which
          250,000  shares will be  immediately  placed in escrow with the Escrow
          Agent pursuant to the Escrow Agreement  referred to in Section 4.2(ii)
          or (ii)  letter of  instructions  from a duly  authorized  officer  of
          Rick's  to  American  Securities  Transfer,  Inc.  (Rick's's  transfer
          agent),   instructing   the   transfer   agent  to  duly  issue  stock
          certificates  evidencing the shares of Common Stock of Rick's to Voice
          Media,  all as contemplated  by this Agreement,  in form and substance
          satisfactory  to  counsel  for  the  Stockholders;

     (b)  officers  certificate  required  by  Section  9.1(e);  and

     (c)  resolutions  of  the Board of Directors as required by Section 9.1(f).

     (d)  executed Escrow Agreement,  Voting Agreement and Management  Agreement
          as  provided  for  in  Section  4.2.


                                 ARTICLE  V
                     REPRESENTATIONS  AND  WARRANTIES
                              OF  THE  SELLER

     The  Seller  hereby  represents  and warrants to RCI and Rick's as follows:

     5.1     Organization and Capitalization of Seller.  Seller is a corporation
             -----------------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
State  of  Nevada,  with full power and authority and all necessary governmental
and  regulatory  licenses, permits and authorizations to carry on the businesses
in  which  it  is  engaged,  to own the properties that it owns currently and to
perform  its  obligations under this Agreement, is duly qualified or licensed to
do  business  and  is in good standing as a foreign corporation in all states or
jurisdictions which the conduct of such business requires such qualification and
which  the  failure to be so qualified or licensed would have a material adverse
effect  on  the  business  of  the  Seller.   All of such issued and outstanding
shares of common stock of Seller are duly authorized, validly issued, fully paid
and  non-assessable.

     5.2     Authorization  of  Agreement.  Seller  has  all requisite corporate
             ----------------------------
power  and  authority  to  execute and deliver this Agreement and to perform its
obligations  here-under.  The execution and delivery by Seller of this Agreement
and  the  performance  by Seller of its obligations hereunder (a) have been duly
and  validly  authorized  by  all  requisite  corporate  action and (b) will not
violate  its  charter or bylaws or any order, writ, injunction, decree, statute,
rule  or  regulations applicable to it or any of its properties or assets, or be
in  conflict with, result in a breach of or constitute a default under any note,
bond,  indenture,  mortgage,  lease,  license,  franchise  agreement  or  other
agreement,  instrument or obligation, or result in the creation or imposition of
any lien, charge or encumbrance of any kind or nature whatsoever upon any of the
properties  or  assets  of Seller.  This Agreement and each and every agreement,
document,  exhibit and instrument to be executed, delivered and performed by the
Seller  in  connection  herewith  constitute  the  valid  and  legally  binding
obligations  of  the  Seller  enforceable  against  it  in accordance with their
respective  terms,  except  as  enforceability  may  be  limited  by  applicable
equitable  principles  or by bankruptcy, insolvency, reorganization, moratorium,
or  similar  laws  from  time  to  time  in  effect affecting the enforcement of
creditors'  rights  generally.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  6
<PAGE>
     5.3     Consents.  No  consent  of, approval by, order or authorization of,
             --------
or  registration,  declaration  or  filing  by  Seller  with  any  court  or any
governmental  or  regulatory agency or authority having jurisdiction over Seller
or  any of its property or assets or any other person is required on the part of
Seller  in  connection with the consummation of the transactions contemplated by
this Agreement, excluding any registration, declaration or filing the failure to
effect which would not have a material adverse effect on the financial condition
of  Seller  or  the  operation  of  its  business  after  the  Closing.

     5.4     Title to Purchased Assets.  The Seller has and will transfer to RCI
             -------------------------
at  Closing  good and marketable title to all of the Purchased Assets, which are
being  sold  to  RCI  under this Agreement, free and clear of all liens, claims,
charges,  encumbrances,  restrictions  or  security  interests.  Seller is not a
party  to any contract or obligation whereby there has been granted to anyone an
absolute  or  contingent  right to purchase, obtain or acquire any rights in the
Purchased  Assets.

     5.5     Material  Agreements;  Action.  Exhibit  5.5,  is  an  accurate and
             -----------------------------
complete  list  of  all  contracts,  agreements,  commitments, understandings or
proposed  transactions,  whether written or oral, to which Seller or Password or
any  of  its  subsidiaries  is  a  party or by which it is bound that involve or
relate  to:  (i)  the  ownership of the Password Internet domain "name" owned or
operated  by Seller; (ii) any banking relationship for processing of credit card
charges or other charges by customers of the Password Internet domain site owned
or  operated  by Seller; or (iii) covenants of Seller or any of its subsidiaries
not  to  compete  in any line of business or with any person in any geographical
area  or  covenants of any other person not to compete with Seller or any of its
subsidiaries  in  any  line of business or in any geographical area.  There have
been  made  available to RCI and its representatives true and complete copies of
all  such  agreements.  All such agreements are in full force and effect and are
the  legal,  valid  and  binding  obligation  of  Seller  or  its  subsidiaries,
enforceable  against  them in accordance with their terms, subject to applicable
bankruptcy,  insolvency,  reorganization,  moratorium and similar laws affecting
creditors'  rights  and remedies generally and subject, as to enforceability, to
general  principles  of equity (regardless of whether enforcement is sought in a
proceeding  at  law or in equity).  None of Seller or any of its subsidiaries is
in  default  under  any such agreements nor to the best of its knowledge, is any
other  party  to  any  such  agreements  in  default  thereunder in any respect.

     5.6     Contracts  and  Leases.  Seller  (i)  has no leases of any personal
             ----------------------
property relating to the Purchased Assets, whether as lessor or lessee; (ii) has
no  contractual  or  other obligations relating to the Purchased Assets, whether
written  or oral; and (iii) has not given any power of attorney to any person or
organization for any purpose relating to the Purchased Assets.  Exhibit 5.6 sets
forth  a  complete  list,  including any amendment of each domain name, lease or
contract  which are part of the Purchased Assets and Intellectual Property to be
acquired  by  RCI.  Seller  has  furnished RCI a copy of each contract, lease or
other  document  relating  to  the Purchased Assets and Intellectual Property to
which  they  are subject or are a party or a beneficiary, which is to be assumed
or  acquired  by  RCI.  To  Seller's  knowledge, such contracts, leases or other
documents  are  valid  and in full force and effect according to their terms and
each  constitutes  a legal, valid and binding obligation of Seller and the other
respective  parties  thereto  and is enforceable in accordance with their terms,
and  the  Seller  has no knowledge of any default or breach under such contract,
lease  or  other  document or of any pending or threatened claims under any such
contract,  lease  or  other  document.  Neither the signing or execution of this
Agreement,  nor  the consummation of all or any of the transactions contemplated
under  this  Agreement,  will  constitute  a  breach  or  default under any such
contract,  lease  or  other  document.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  7
<PAGE>
     5.7     Litigation.  Except  as disclosed in Exhibit 5.7, there is no suit,
             ----------
claim,  arbitration,  investigation,  action  or proceeding entered against, now
pending  or,  to  the  Seller's  knowledge,  threatened  against the Seller, the
Purchased  Assets  or  the Intellectual Property, before any court, arbitration,
administrative or regulatory body or any governmental agency which may result in
any  judgment, order, award, decree, liability or other determination which will
or  could reasonably be expected to have any effect upon the Purchased Assets or
the  Intellectual  Property, nor is there any basis known to Seller for any such
action.  No  litigation  is  pending,  or,  to  Seller's  knowledge, threatened,
against  Seller,  or  its assets or properties which seeks to restrain or enjoin
the execution and delivery of this Agreement or any of the documents referred to
herein  or  the  consummation  of any of the transactions contemplated hereby or
thereby.  The Seller is not subject to any judicial injunction or mandate or any
quasi-judicial  or administrative order or restriction directed to or against it
or  which  would  affect  the  Purchased  Assets.

     5.8     Taxes.  Seller  has timely and accurately filed all federal, state,
             -----
foreign  and  local  tax  returns and reports required to be filed prior to such
dates  and  have  timely  paid  all  taxes shown on such returns as owed for the
periods  of  such  returns,  including  all sales taxes and withholding or other
payroll  related  taxes  shown  on  such returns.   No assessments or notices of
deficiency  or other communications have been received by Seller with respect to
any tax return which has not been paid, discharged or fully reserved against and
no  amendments  or  applications  for refund have been filed or are planned with
respect  to  any  such  return.  There is no dispute or claim concerning any tax
liability  of  Seller either claimed or raised by any authority in writing as to
which  Seller  or  its  directors  or  officers  has  knowledge.  There  are  no
agreements  between  Seller  and  any  taxing  authority,  including,  without
limitation,  the  Internal  Revenue Service, waiving or extending any statute of
limitations  with  respect  to  any  tax  return.

     5.9     Financial  Statements.  The  calculation  of  EBITDA  previously
             ---------------------
delivered  to  RCI,  through  the  period  ended  May  31, 2000, was prepared in
accordance  with  the  principles  and  procedures  employed in prior periods by
Seller,  consistently  applied  with  the  principles and procedures employed in
prior  periods by Seller (the "EBITDA Calculation").  The EBITDA Calculation has
been  provided  to  and  reviewed  by  the  accountants  for  Buyer.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  8
<PAGE>
     5.10    Conduct  of  Business.
             ---------------------

     (a)     Ordinary  Course  of  Business.  Since  May  31,  2000 (the "EBITDA
             ------------------------------
Calculation Date")  Seller has operated the business of Password in the ordinary
course  consistent  with  past  practices.

     (b)     No  Material  Adverse  Change.  Since  the EBITDA Calculation Date,
             -----------------------------
there  has  been  no  material  adverse  change in the business or the assets of
Password  or  in  the  financial  condition,  or  operations  of the business of
Password.

     (c)     Absence  of  Particular Events.  Since the EBITDA Calculation Date,
             ------------------------------
Password has not: (i) suffered any damage or destruction adversely affecting the
business or involving the assets in an amount in excess of Five Thousand Dollars
($5,000.00);  (ii)  increased  the  compensation payable or to become payable to
employees  of  Seller  involved in the business; (iii) incurred any liability or
obligation relating to the business other than in the ordinary course consistent
with  past  practice; (iv) made any change in any method, practice, or principle
of  accounting  involving  the business or assets; (v) paid, loaned, or advanced
any  material monetary amount or other asset to, or sold, transferred, or leased
any  asset  to,  any  employee  involved  in  the  business  except  for  normal
compensation  involving  salary  and benefits; or (vi) agreed to take any action
described  in  this  Section  5.10(c).

     (d)     Absence of Joint Ventures, etc.  Seller is not a party to any joint
             -------------------------------
venture  or  other similar agreement or arrangement that involves any sharing of
profits  of  the  business  or  the  assets  of  Password.

     5.11     Compliance  with  Laws.  To Seller's best knowledge, Seller is and
              ----------------------
at all times prior to the date hereof has been, in compliance with all statutes,
orders,  rules,  and  regulations  applicable  to  it or to the ownership of its
assets or the operation of its business, except for failures to be in compliance
that  would  not  have  a  material  adverse effect on the business, properties,
condition  (financial  or  otherwise)  or prospects of Seller, and Seller has no
basis  to  expect  to receive, and have not received, any order or notice of any
such violation or claim of violation of any such statute, order, rule, ordinance
or  regulation.

     5.12     Intellectual  Property.
              ----------------------

     (a)     Seller  owns,  has good and marketable title to, and has full right
to  use  and transfer to RCI, all of the Intellectual Property free and clear of
any material liens, mortgages, judgments, or other encumbrances of any kind, and
no rights or licenses of any kind respecting the Intellectual Property have been
granted to any third party.  There are no outstanding, or, to the best knowledge
of  the  Seller, threatened claims of infringement against Seller respecting the
use  of  any  of  the Intellectual Property in connection with the operations or
business  of  the  Seller  or Password and it has no knowledge of any trademark,
service  mark,  trade  name,  assumed  name,  copyright,  patent,  trade secret,
contractual  or  other  rights  of  any  third  party  which  may be violated or
infringed  by  the  use  of  any of the Intellectual Property in connection with
Seller's  operations  or  business.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  9
<PAGE>
     (b)     Seller  warrants  that  Buyer shall have access to and the right to
use the Content provided pursuant to this Agreement which is owned by Seller and
Seller  warrants  that  with  respect to Content licensed from third parties, to
Seller's  best  knowledge,  Buyer shall have the right to access and use of such
Content.

     5.13     No  Default.  Seller  is not in material default under any term or
              -----------
condition  of  any  instrument  evidencing,  creating  or  securing any material
indebtedness of Seller, and there has been no default in any material obligation
to be performed by Seller under any other agreement to which it is a party or by
which  it  or  its  assets  or  properties  are  bound.

     5.14     Password  Indebtedness.  Seller  has  delivered  to  RCI  true and
              ----------------------
complete  copies of all documents  related to any  indebtedness of Password (the
"Password Indebtedness") and made available to RCI all correspondence concerning
the  status  of  the  Password  Indebtedness.

     5.15     Pending  Claims.  There  is  no claim, suit, action or proceeding,
              ---------------
whether  judicial,  administrative  or  otherwise,  pending  or,  to the best of
Seller's  knowledge,  threatened that would preclude or restrict the performance
of  this  Agreement  by  Seller.

     5.16     Absence  of  Change. The Seller has no knowledge of any present or
              -------------------
future  condition  or state of facts or circumstances which would materially and
adversely  affect  the  business  of  Password.

     5.17     Disclosure.  No representation or warranty of  Seller contained in
              ----------
this  Agreement (including the exhibits hereto) contains any untrue statement or
omits  to  state  a  material  fact  necessary  in  order to make the statements
contained herein or therein, in light of the circumstances under which they were
made,  not  misleading.

     5.18     No  Brokerage  Commission.  No  broker or finder has acted for the
              -------------------------
Seller  in  connection  with  this  Agreement  or  the transactions contemplated
hereby,  and  no  person  is  entitled  to  any  brokerage  or  finder's  fee or
compensation  in respect thereof based in any way on agreements, arrangements or
understandings  made  by  or  on  behalf  of  the  Seller.

     5.19     Acquisition  of Stock for Investment.  The Seller understands that
              ------------------------------------
the  issuance  of  common  stock  of  Rick's  has  not been registered under the
Securities  Act  of  1933, as amended (the "Act"), or any state securities acts,
and  Seller represents and warrants to RCI and Rick's that its present intention
is  to  receive  and hold the common stock of Rick's for investment only and not
with  a  view  to  the  distribution  or  resale  thereof.  The  Seller  further
acknowledges  that it has had access to information regarding RCI and Rick's and
its  operations,  and that Seller has such knowledge and experience in financial
and  business  matters so as to be capable of evaluating the relative merits and
risks  of  an  investment  in  Rick's.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  10
<PAGE>
     Additionally,  the Seller understands that any sale by the Seller of any of
the  common  stock  of  Rick's received under this Agreement, will under current
law, require either (a) the registration of the common stock of Rick's under the
Act  and  applicable  state securities acts; (b) compliance with Rule 144 of the
Act;  or (c) the availability of an exemption from the registration requirements
of  the  Act  and applicable state securities acts.  The Seller hereby agrees to
execute,  deliver,  furnish or otherwise provide to Rick's an opinion of counsel
reasonably  acceptable  to Rick's prior to any subsequent transfer of the common
stock  of  Rick's,  that  such  transfer  will  not  violate  the  registration
requirements of the federal or state securities acts.  The Seller further agrees
to  execute,  deliver,  furnish  or otherwise provide to Rick's any documents or
instruments as may be reasonably necessary or desirable in order to evidence and
record  the  common  stock  of  Rick's  acquired  hereby.

     To  assist in implementing the above provisions, the Seller hereby consents
to  the  placement  of  the legend, or a substantially similar legend, set forth
below,  on all certificates representing ownership of the common stock of Rick's
acquired  hereby until the common stock of Rick's has been sold, transferred, or
otherwise  disposed  of,  pursuant to the requirements hereof.  The legend shall
read  substantially  as  follows:

     "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
1933,  AS  AMENDED,  OR  ANY  APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES
MUST  BE  ACQUIRED  FOR  INVESTMENT,  ARE RESTRICTED AS TO TRANSFERABILITY,  AND
MAY  NOT  BE  SOLD,  HYPOTHECATED,  OR  OTHERWISE TRANSFERRED WITHOUT COMPLIANCE
WITH  THE  REGISTRATION  AND  QUALIFICATION  PROVISIONS  OF  APPLICABLE  FEDERAL
AND  STATE  SECURITIES  LAWS  OR  APPLICABLE  EXEMPTIONS  THEREFROM."

     In  addition,  the  Seller  consents  to  Rick's  placing  a "stop transfer
notation"  in  its corporate records concerning the transfer of the common stock
of  Rick's  acquired  by  the  Seller.

                              ARTICLE  VI
                   REPRESENTATIONS  AND  WARRANTIES  OF  RCI

     RCI  hereby  represents  and  warrants  to  Seller  as  follows:

     6.1     Organization  of RCI.  RCI is a corporation duly organized, validly
             --------------------
existing and in good standing in the laws of the state of Texas, with full power
and  authority  to  carry  on  the businesses in which it is engaged, to own the
properties  that  it  owns currently and will own at the Closing, and to perform
its  obligations  under  this  Agreement  ,  is duly qualified or licensed to do
business  and  is  in  good  standing  as a foreign corporation in all states or
jurisdictions which the conduct of such business requires such qualification and
which  the  failure to be so qualified or licensed would have a material adverse
effect  on the business of RCI.  The authorized capital stock of RCI consists of
1,000  shares of common stock, $.01 par value, of which 1,000 shares are validly
issued  and  outstanding.  All  of  such issued and outstanding shares of common
stock of RCI are duly authorized, validly issued, fully paid and non-assessable.

     6.2     Authorization  of Agreement.  RCI has all requisite corporate power
             ---------------------------
and  authority  to  execute  and  deliver  this  Agreement  and  to  perform its
obligations here-under.  The execution and delivery by RCI of this Agreement and
the  performance  by  RCI  of  its  obligations hereunder (a) have been duly and
validly  authorized  by all requisite corporate  action and (b) will not violate
its  charter  or bylaws or any order, writ, injunction, decree, statute, rule or
regulations  applicable  to  it  or  any  of  its properties or assets, or be in
conflict  with,  result  in  a breach of or constitute a default under any note,
bond,  indenture,  mortgage,  lease,  license,  franchise  agreement  or  other
agreement,  instrument or obligation, or result in the creation or imposition of
any lien, charge or encumbrance of any kind or nature whatsoever upon any of the
properties  or  assets  of  RCI.  This  Agreement  and each and every agreement,
document, exhibit and instrument to be executed, delivered and performed by  RCI
in  connection  herewith constitute the valid and legally binding obligations of
RCI  enforceable against it in accordance with their respective terms, except as
enforceability  may  be  limited  by  applicable  equitable  principles  or  by
bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to
time  in  effect  affecting  the  enforcement  of  creditors'  rights generally.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  11
<PAGE>
     6.3     Consents.  No  consent  of, approval by, order or authorization of,
             --------
or registration, declaration or filing by RCI with any court or any governmental
or  regulatory  agency  or  authority having jurisdiction over RCI or any of its
property  or  assets  or  any  other  person  is  required on the part of RCI in
connection  with  the  consummation  of  the  transactions  contemplated by this
Agreement,  excluding  any  registration,  declaration  or filing the failure to
effect which would not have a material adverse effect on the financial condition
of  RCI  or  the  operation of its business after the Closing and except for any
filing  under  the  federal  or  state  securities  laws.

     6.4     Disclosure.  No representation or warranty of RCI contained in this
             ----------
Agreement (including the exhibits hereto) contains any untrue statement or omits
to  state  a  material  fact necessary in order to make the statements contained
herein or therein, in light of the circumstances under which they were made, not
misleading.

     6.5     Litigation.  No  Litigation  is  pending,  or,  to RCI's knowledge,
             ----------
threatened,  against RCI, or its assets or properties which seeks to restrain or
enjoin  the  execution  and  delivery  of this Agreement or any of the documents
referred  to  herein or the consummation of any of the transactions contemplated
hereby  or  thereby.  There are no judgments or outstanding orders, injunctions,
decrees,  stipulations or awards against RCI or any of its assets or properties.

     6.6     Brokerage  Commission.  No  broker  or  finder has acted for RCI in
             ---------------------
connection  with  this Agreement or the transactions contemplated hereby, and no
person  is  entitled to any brokerage or finder's fee or compensation in respect
thereof  based  in any way on agreements, arrangements or understandings made by
or  on  behalf  of  RCI.

     6.7     No  Default.  RCI  is  not  in  material  default under any term or
             -----------
condition  of  any  instrument  evidencing,  creating  or  securing any material
indebtedness of RCI, and there has been no default in any material obligation to
be performed by RCI under any other agreement to which it is a party or by which
it  or  its  assets  or  properties  are  bound.

     6.8     Pending  Claims.  There  is  no  claim, suit, action or proceeding,
             ---------------
whether  judicial, administrative or otherwise, pending or, to the best of RCI's
knowledge,  threatened  that  would preclude or restrict the performance of this
Agreement  by  RCI.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  12
<PAGE>
                                   ARTICLE  VII
                      REPRESENTATIONS  AND  WARRANTIES  OF  RICK'S

     Rick's  hereby  represents  and  warrants  to  Seller  as  follows:

     7.1     Organization  of  Rick's.  Rick's  is a corporation duly organized,
             ------------------------
validly  existing  and  in good standing in the laws of the state of Texas, with
full  power  and authority to carry on the businesses in which it is engaged, to
own  the  properties  that it owns currently and will own at the Closing, and to
perform  its obligations under this Agreement , is duly qualified or licensed to
do  business  and  is in good standing as a foreign corporation in all states or
jurisdictions which the conduct of such business requires such qualification and
which  the  failure to be so qualified or licensed would have a material adverse
effect  on  the  business  of  Rick's.  The  authorized  capital stock of Rick's
consists  of  (i)  15,000,000  shares  of  common stock, $.01 par value of which
3,699,178  shares  are validly issued and outstanding, and (ii) 1,000,000 shares
of  preferred  stock  $.10  par value, none of which are issued and outstanding.
All  of  such  issued  and outstanding shares of common stock of Rick's are duly
authorized,  validly  issued,  fully  paid  and  non-assessable.

     7.2     Authorization  of  Agreement.  Rick's  has  all requisite corporate
             ----------------------------
power  and  authority  to  execute and deliver this Agreement and to perform its
obligations  here-under.  The execution and delivery by Rick's of this Agreement
and  the  performance  by Rick's of its obligations hereunder (a) have been duly
and  validly  authorized  by  all  requisite  corporate  action and (b) will not
violate  its  charter or bylaws or any order, writ, injunction, decree, statute,
rule  or  regulations applicable to it or any of its properties or assets, or be
in  conflict with, result in a breach of or constitute a default under any note,
bond,  indenture,  mortgage,  lease,  license,  franchise  agreement  or  other
agreement,  instrument or obligation, or result in the creation or imposition of
any lien, charge or encumbrance of any kind or nature whatsoever upon any of the
properties  or  assets  of Rick's.  This Agreement and each and every agreement,
document,  exhibit  and  instrument  to  be executed, delivered and performed by
Rick's  in  connection  herewith  constitute  the  valid  and  legally  binding
obligations of Rick's enforceable against it in accordance with their respective
terms,  except  as  enforceability  may  be  limited  by  applicable  equitable
principles  or by bankruptcy, insolvency, reorganization, moratorium, or similar
laws  from time to time in effect affecting the enforcement of creditors' rights
generally.

     7.3     Consents.  No  consent  of, approval by, order or authorization of,
             --------
or  registration,  declaration  or  filing  by  Rick's  with  any  court  or any
governmental  or  regulatory agency or authority having jurisdiction over Rick's
or  any of its property or assets or any other person is required on the part of
Rick's  in  connection with the consummation of the transactions contemplated by
this Agreement, excluding any registration, declaration or filing the failure to
effect which would not have a material adverse effect on the financial condition
of  Rick's or the operation of its business after the Closing and except for any
filing  under  the  federal  or  state  securities  laws.

     7.4     Disclosure.  No  representation  or warranty of Rick's contained in
             ----------
this  Agreement (including the exhibits hereto) contains any untrue statement or
omits  to  state  a  material  fact  necessary  in  order to make the statements
contained herein or therein, in light of the circumstances under which they were
made,  not  misleading.

     7.5     Brokerage  Commission.  No broker or finder has acted for Rick's in
             ---------------------
connection  with  this Agreement or the transactions contemplated hereby, and no
person  is  entitled to any brokerage or finder's fee or compensation in respect
thereof  based  in any way on agreements, arrangements or understandings made by
or  on  behalf  of  Rick's.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  13
<PAGE>
     7.6     Nasdaq  Compliance.  As  of  the  date hereof, the shares of common
             ------------------
stock  of  Rick's  are listed for trading on the Nasdaq SmallCap Market.  To the
best  of  Rick's knowledge, no action is pending or threatened by Nasdaq against
Rick's  that  would  result  in the shares of Rick's common stock being delisted
from  the  Nasdaq SmallCap Market.  Rick's will use its best efforts to maintain
its  listing  on  the  Nasdaq  SmallCap  Market.

     7.7     No  Default.  Rick's  is  not in material default under any term or
             -----------
condition  of  any  instrument  evidencing,  creating  or  securing any material
indebtedness of Rick's, and there has been no default in any material obligation
to be performed by Rick's under any other agreement to which it is a party or by
which  it  or  its  assets  or  properties  are  bound.

     7.8     Pending  Claims.  There  is  no  claim, suit, action or proceeding,
             ---------------
whether judicial, administrative or otherwise, pending or, to the best of Rick's
knowledge,  threatened  that  would preclude or restrict the performance of this
Agreement  by  Rick's.


                                 ARTICLE  VIII
                           COVENANT  OF  VOICE  MEDIA

     Voice  Media  covenants  and  agrees  that  it shall continue to advertise,
market,  distribute  and  promote  the  Site consistent with its past practices,
including  the  marketing  and  distribution  of the Site through its use of the
webmaster  affiliate  programs  of  the  Seller.


                                 ARTICLE  IX
                           CONDITIONS  TO  CLOSING

     9.1     Conditions to the Obligations of Seller.  The obligations of Seller
             ---------------------------------------
to  consummate  the  transactions  contemplated  hereby  shall be subject to the
satisfaction,  on  or  before  the  Closing  Date,  of each and every one of the
following conditions, unless waived, in whole or in part, by Seller for purposes
of  consummating  such  transaction.

          (a) The  representations and warranties of RCI and Rick's set forth in
     this  Agreement  shall be true and correct in all material  respects on the
     Closing  Date;

          (b)  RCI and  Rick's  shall  have  performed  and  complied  with  all
     agreements,   obligations,   covenants  and  conditions  required  by  this
     Agreement to be performed or complied with on or prior to the Closing Date;

          (c) The Seller shall have  received a  certificate,  dated the Closing
     Date and signed by the  President of RCI to the effect set forth in Section
     9.1(a)  and  9.1(b)  for the  purpose of  verifying  the  accuracy  of such
     representations and warranties and the performance and satisfaction of such
     covenants  and  conditions;

          (d) The Seller shall have received corporate  resolutions of the Board
     of Directors of RCI,  certified by an officer of RCI,  which  authorize the
     execution,  delivery and  performance  of this  Agreement and the documents
     referred  to  herein  to  which  it is or is to be a party  dated as of the
     Closing  Date;


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  14
<PAGE>
          (e) The Seller shall have  received a  certificate,  dated the Closing
     Date and  signed by the  President  of Rick's  to the  effect  set forth in
     Section 9.1(a) and 9.1(b) for the purpose of verifying the accuracy of such
     representations and warranties and the performance and satisfaction of such
     covenants  and  conditions;

          (f) The Seller shall have received corporate  resolutions of the Board
     of Directors of Rick's,  certified by an officer of Rick's, which authorize
     the execution, delivery and performance of this Agreement and the documents
     referred  to  herein  to  which  it is or is to be a party  dated as of the
     Closing  Date;

          (g) The  related  transactions  as set forth in  Section  4.2 shall be
     consummated  concurrently  with  the  Closing;

          (h) The  Board  of  Directors  of  Rick's  shall  have  appointed  two
     additional  directors  to its Board of Directors as selected by Seller; and

          (i) No  action,  suit or  proceeding  by or  before  any  court or any
     governmental  or  regulatory  authority  shall have been  commenced  and no
     investigation by any  governmental or regulatory  authority shall have been
     commenced  seeking to  restrain,  prevent  or  challenge  the  transactions
     contemplated  hereby  or  seeking  judgments  against  RCI  or  Rick's.

     9.2     Conditions  to  the Obligations of RCI and Rick's.  The obligations
             --------------------------------------------------
of  RCI  and  Rick's  to  effect  the transactions contemplated hereby  shall be
subject  to  the  satisfaction, on or before the Closing Date, of each and every
one  of the following conditions, unless waived, in whole or in part, by RCI and
Rick's  for  purposes  of  consummating  such  transaction.

          (a) The  representations  and  warranties  of Seller set forth  herein
     shall be true and correct in all material respects on the Closing Date with
     the  same  force  and  effect as if they had been made on the Closing Date;

          (b) Seller  shall have  performed  and complied  with all  agreements,
     obligations,  covenants  and  conditions  required by this  Agreement to be
     performed  or  complied  with  by  Seller  on  or  prior  to  the  Closing;

          (c) RCI and  Rick's  shall  have  received  a  certificate,  dated the
     Closing  Date and signed by the  President  of the Seller to the effect set
     forth in  Section  9.2(a)  and 9.2(b)  for the  purpose  of  verifying  the
     accuracy of such  representations  and warranties and the  performance  and
     satisfaction  of  such  covenants  and  conditions;

          (d) RCI and Rick's shall have received  corporate  resolutions  of the
     Board of  Directors  of Seller,  certified  by an officer of Seller,  which
     authorize the execution, delivery and performance of this Agreement and the
     documents referred to herein to which it is or is to be a party dated as of
     the  Closing  Date;


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  15
<PAGE>
          (e) As of May 31, 2000, the (i) Gross Revenues of XXXPassword.com  for
     the  preceding  full five (5) months shall exceed  $1,250,000  and (ii) the
     EBITDA derived from XXXPassword.com for the five (5) month period, shall be
     in  excess  of  $167,000;

          (f) The  related  transactions  set  forth  in  Section  4.2  shall be
     consummated  concurrently  with  the  Closing;  and

          (g) Seller shall have  delivered to RCI all  instruments of assignment
     and bills of sale necessary to transfer to RCI good and marketable title to
     the  Purchased  Assets;

          (h) No  action,  suit or  proceeding  by or  before  any  court or any
     governmental  or  regulatory  authority  shall have been  commenced  and no
     investigation by any  governmental or regulatory  authority shall have been
     commenced  seeking to  restrain,  prevent  or  challenge  the  transactions
     contemplated  hereby  or  seeking  judgments  against  Seller.


                                  ARTICLE  X
                                INDEMNIFICATION

     10.1     Indemnification  from  the Seller.  The Seller agrees to and shall
              ---------------------------------
indemnify,  defend  (with  legal counsel reasonably acceptable to RCI), and hold
RCI,  Rick's  and  their  officers,  directors, shareholders, employees, agents,
affiliates,  and  assigns  harmless  at  all  times  after  the  date  of  this
Agreement, from and against and in respect of, any liability, claim, deficiency,
loss,  damage,  penalty  or  injury,  and  all  reasonable  costs  and  expenses
(including  reasonable  attorneys'  fees  and costs of any suit related thereto)
suffered or incurred by RCI or Rick's arising from (a) any misrepresentation by,
or  breach of any covenant or warranty of Seller contained in this Agreement, or
any  Exhibit,  certificate,  or other instrument furnished or to be furnished by
Seller  hereunder,  or  any  claim  by  a third party (regardless of whether the
claimant  is  ultimately  successful)  which  if  true  would  be  such  a
misrepresentation or breach; (b) any nonfulfillment of any agreement on the part
of  Seller  under  this  Agreement, or from any material misrepresentation in or
material  omission  from, any certificate or other instrument furnished or to be
furnished  to  RCI  or  Rick's  hereunder; and (c) any suit, action, proceeding,
claim or investigation, pending or threatened against or affecting RCI or Rick's
which  arises  from,  which  arose from, or which is based upon or pertaining to
Seller's  conduct  or  operation  of  the  business  of  the  Seller or Seller's
ownership,  possession  or  use  of  the  Purchased  Assets  and  employment  of
employees,  and  any other matter or state of facts relating to the transactions
contemplated  herein  existing  prior  to  Closing.

     10.2     Indemnification  from  RCI.  RCI  agrees  to  and shall indemnify,
              --------------------------
defend (with legal counsel reasonably acceptable to Seller) and hold Seller, its
officers,  directors,  shareholders,  employees, agents, affiliates and  assigns
harmless  at  all  times  after  the  date  of Closing  from and against, and in
respect  of  any  liability, claim, deficiency, loss, damage, or injury, and all
reasonable costs and expenses (including reasonably attorneys' fees and costs of
any  suit  related  thereto)  suffered  or  incurred  by  Seller,  from  (a) any


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  16
<PAGE>
misrepresentation by, or breach of any covenant or warranty of, RCI contained in
this  Agreement  or  any  Exhibit, certificate, or other agreement or instrument
furnished  or  to  be  furnished by RCI hereunder, or any claim by a third party
(regardless  of  whether  the claimant is ultimately successful), which if true,
would  be  such  a  misrepresentation  or  breach; (b) any nonfulfillment of any
agreement on the part of RCI under this Agreement, or from any misrepresentation
in  or omission from, any certificate or other agreement or instrument furnished
or  to  be  furnished to Seller hereunder; and (c) any suit, action, proceeding,
claim  or  investigation against Seller which arises from or which is based upon
or  pertaining  to  RCI's  conduct  or operation of the business of RCI or RCI's
ownership,  possession  or  use  of  the  Purchased  Assets  and  employment  of
employees,  and  any other matter or state of facts relating to the transactions
contemplated  herein  subsequent  to  Closing.

     10.3     Indemnification  from  Rick's.  Rick's  agrees  to  and  shall
              -----------------------------
indemnify,  defend (with legal counsel reasonably acceptable to Seller) and hold
Seller, its officers, directors, shareholders, employees, agents, affiliates and
assigns  harmless  at all times after the date of Closing  from and against, and
in respect of any liability, claim, deficiency, loss, damage, or injury, and all
reasonable costs and expenses (including reasonably attorneys' fees and costs of
any  suit  related  thereto)  suffered  or  incurred  by  Seller,  from  (a) any
misrepresentation by, or breach of any covenant or warranty of, Rick's contained
in  this Agreement or any Exhibit, certificate, or other agreement or instrument
furnished  or  to be furnished by Ricks hereunder, or any claim by a third party
(regardless  of  whether  the claimant is ultimately successful), which if true,
would  be  such  a  misrepresentation or breach or (b) any nonfulfillment of any
agreement  on  the  part  of  Ricks  under  this  Agreement,  or  from  any
misrepresentation  in  or  omission  from, any certificate or other agreement or
instrument  furnished  or  to  be  furnished  to  Seller  hereunder.

     10.4     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, if the
indemnifying  party  shall acknowledge in writing to such indemnified party that
this  Agreement  applies  with  respect  to  such  lawsuit  or  action, then 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.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  17
<PAGE>
     10.5     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  XI
                             MISCELLANEOUS

     11.1     Notices.  All notices and other communications provided for herein
              -------
shall  be  in writing and shall be duly given if delivered personally or sent by
registered  or  certified  mail,  return  receipt requested, postage prepaid, or
overnight  air  courier  guaranteeing  next  day  delivery:

(a)       If  to  RCI  and  Rick's:

          RCI  Internet  Holdings,  Inc.
          Mr.  Eric  Langan,  President
          505  North  Belt,  Suite  630
          Houston,  Texas  77060
          Fax:  (281)  820  1445

          With  a  copy  to:

          Robert  D.  Axelrod
          Axelrod,  Smith  &  Kirshbaum
          5300  Memorial  Drive,  Suite  700
          Houston,  Texas  77007
          Fax:  (713)  552-0202

          (b)     If  to  Seller  to:

          Voice  Media,  Inc.
          Ron  Levi,  President
          2533  North  Carson  Street,  Suite  1091
          Carson  City,  Nevada  89706
          Fax:     (702)  883-2384


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  18
<PAGE>
          With  copies  to:

          Howard  Rosoff
          Rosoff,  Schiffres  &  Barta
          Suite  1450
          11755  Wilshire  Blvd.
          Los  Angeles,  California  90025
          Fax:     (310)  478-1439

          Guy  Mizrachi
          c/o  National  Telemedia  Corporation
          5000  North  Parkway  Calabasas,  Suite  205
          Calabasas,  California  91302
          Fax:     (818)  591-3434

All  notices  and communications shall be deemed to have been duly given: at the
time  delivered  by  hand,  if  personally  delivered;  three  days  after being
deposited  in  the  mail,  postage  prepaid, sent certified mail, return receipt
requested,  if mailed; and the next day after timely delivery to the courier, if
sent  by  overnight  air courier guaranteeing next day delivery.  If a notice or
communication is mailed in the manner provided above within the time prescribed,
it  is  duly  given,  whether  or  not  the  addressee  receives  it.

     11.2     Assignment.  Neither  this  Agreement  nor  any  of  the  rights,
              ----------
interests  or  obligations  hereunder  shall  be  assigned by any of the parties
without  the  prior written consent of the other parties, which consent will not
be  unreasonably  withheld.  This  Agreement  will be binding upon, inure to the
benefit  of  and  be  enforceable  by  the  parties  and their respective heirs,
personal  representatives,  successors  and  assigns.

     11.3     Counterparts.  This  Agreement  may  be  executed in any number of
              ------------
counterparts,  which taken together shall constitute one and the same instrument
and  each  of  which  shall  be  considered  an  original  for  all  purposes.

     11.4     Section  Headings.  The  section  headings  contained  in  this
              -----------------
Agreement  are for convenient reference only and shall not in any way affect the
meaning  or  interpretation  of  this  Agreement.

     11.5     Entire  Agreement; Amendment.  This Agreement, the documents to be
              ----------------------------
executed  hereunder  and  the  exhibits  attached  hereto  constitute the entire
agreement  among  the parties hereto pertaining to the subject matter hereof and
supersede  all  prior  agreements, understandings, negotiations and discussions,
whether oral or written, of the parties pertaining to the subject matter hereof,
and  there  are  no  warranties,  representations  or other agreements among the
parties  in connection with the subject matter hereof except as specifically set
forth  herein  or  in  documents  delivered  pursuant  hereto.  No  supplement,
amendment,  alteration,  modification,  waiver  or termination of this Agreement
shall  be  binding unless executed in writing by the parties hereto.  All of the
exhibits  referred  to  in  this  Agreement  are  hereby  incorporated into this
Agreement  by  reference  and  constitute  a  part  of  this  Agreement.

     11.6     Survival.  All warranties and representations herein shall survive
              --------
the  Closing  and  shall  be  true  and  correct  as  of  the date hereof .  The
respective  representations,  warranties,  covenants and agreements set forth in
this  Agreement shall survive the Closing for the maximum period allowed by law.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  19
<PAGE>
     11.7     Public  Announcements.  The  parties  hereto  agree  that prior to
              ---------------------
making  any  public  announcement  or statement with respect to the transactions
contemplated  by  this  Agreement,  the  party  desiring  to  make  such  public
announcement  or  statement  shall  consult  with  the  other parties hereto and
exercise  their  best  efforts  to  (i)  agree  upon  the text of a joint public
announcement  or  statement  to  be  made  by all of such parties or (ii) obtain
approval  of  the  other  parties hereto to the text of a public announcement or
statement  to  be  made  solely  by  the  party  desiring  to  make  such public
announcement;  provided, however, that if any party hereto is required by law to
make  such public announcement or statement, then such announcement or statement
may  be  made  without  the  approval  of  the  other  parties.

     11.8     Validity.  The  invalidity or unenforceability of any provision of
              --------
this  Agreement  shall  not  affect  the validity or enforceability of any other
provisions  of  this  Agreement,  which  shall  remain in full force and effect.

     11.9     Waiver.  No  waiver by any party of any default or non-performance
              ------
shall  be  deemed  a waiver of any subsequent default or non-performance, and no
waiver  of any kind shall be effective unless set forth in writing and signed by
the  party  against  whom  such  waiver  is  to  be  charged.

     11.10     Further  Assurances.  Each  party covenants that at any time, and
               -------------------
from  time  to  time,  after  the  Closing Date, it will execute such additional
instruments  and  take  such actions as may be reasonably requested by the other
parties  to confirm or perfect or otherwise to carry out the intent and purposes
of  this  Agreement.

     11.11     Exhibits  Not  Attached.  Any exhibits not attached hereto on the
               -----------------------
date  of  execution  of  this Agreement shall be deemed to be and shall become a
part  of  this  Agreement  as  if  executed  on the date hereof upon each of the
parties  initialing  and  dating  each  such  exhibit,  upon  their  respective
acceptance  of  its  terms,  conditions  and/or  form.

     11.12     Expenses.  All  expenses  incurred  by  the  parties  hereto  in
               --------
connection  with  or  related to the authorization, preparation and execution of
this Agreement and the Closing of the transactions contemplated hereby, shall be
borne  solely  and  entirely  by  the  party  which  has  incurred  the  same.

     11.13     Attorneys'  Review.  In  connection  with  the  negotiation  and
               ------------------
drafting of this Agreement, the parties represent and warrant to each other that
they  have  had  the opportunity to be advised by attorneys of their own choice.

     11.14     Gender.  All  personal  pronouns  used  in  this  Agreement shall
               ------
include  the  other  genders,  whether used in the masculine, feminine or neuter
gender,  and  the  singular  shall  include the plural, and vice versa, whenever
appropriate.

     11.15     Jurisdiction  and  Process.  This Agreement shall be governed by,
               --------------------------
and  its provisions construed to be in compliance with, the laws of the State of
Texas. The parties agree that venue for purposes of construing or enforcing this
Agreement  shall be proper in Harris County, Texas, if a claim is brought by the
Seller  against  RCI  or  Rick's  and is proper in Los Angeles, California, if a
claim  is  brought  by  RCI  or  Rick's  against  the  Seller.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  20
<PAGE>
                     [[[SIGNATURES  ON  FOLLOWING  PAGE]]]



                    ASSET  PURCHASE  AGREEMENT  -  PAGE  21
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Agreement
effective  as  of  the  day  and  year  first  above  written.


                                        RCI  INTERNET  HOLDINGS,  INC.


                                        By:     /s/  Eric  Langan
                                        Eric  Langan,  President


                                        RICK'S  CABARET  INTERNATIONAL,  INC.


                                        By:     /s/  Eric  Langan
                                        Eric  Langan,  President



                                        VOICE  MEDIA,  INC.


                                        By:     /s/  Ron  Levi
                                        Ron  Levi,  President



                    ASSET  PURCHASE  AGREEMENT  -  PAGE  22
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

Exhibit  10.2
                                ESCROW  AGREEMENT

     This  Escrow  Agreement  (hereinafter  the  "Escrow Agreement") is made and
entered  into  this  6th  day  of  July,  2000  by  and  among  RICK'S  CABARET
INTERNATIONAL,  INC.,  a  Texas corporation ("Rick's"), and VOICE MEDIA, INC., a
Nevada  corporation  (the  "Shareholder"),  Rick's  and  the  Shareholder  being
collectively  referred  to  as  the  "Parties"  or individually referred to as a
"Party",  and  ROBERT  D.  AXELROD,  P.C., as the Escrow Agent ("Escrow Agent").

     WHEREAS,  RCI  Internet  Holdings,  Inc.,  Rick's  and the Shareholder have
entered  into  an  Asset  Purchase Agreement ("Purchase Agreement") of even date
herewith,  pursuant  to  which  the  Shareholder has agreed to deposit in escrow
250,000  shares of the $.01 par value common stock of Rick's (the "Escrow Stock"
or  the  "Escrow  Shares");  and

     WHEREAS, the Shareholder pursuant to the Purchase Agreement is conveying to
RCI  Internet  Holdings,  Inc.,  a  wholly  owned  subsidiary of Rick's, certain
tangible  and  intangible assets associated with and used in connection with the
operation  of  an  Internet  website  known as XXXPassword.com ("Password"); and

     WHEREAS,  in  connection with the execution of the Purchase Agreement it is
necessary  to  establish  an  escrow  for  the  Escrow  Stock;  and

     WHEREAS,  the  Parties  desire  that  Robert  D. Axelrod, P.C. serve as the
Escrow  Agent  in  connection  with  this  Escrow  Agreement.

     THE  DEFINED TERMS HEREIN HAVE THE SAME MEANING AS THE DEFINED TERMS IN THE
Purchase  Agreement  of  even  date  herewith  by  and  among  the Parties  (THE
"PURCHASE  AGREEMENT").

     NOW  THEREFORE,  in  consideration of the foregoing recitals and the mutual
covenants and obligations herein contained, the Parties agree hereto as follows:

     1.     Escrow  of  Escrow  Stock.  At  the  time  of  executing this Escrow
            -------------------------
Agreement,  the  Shareholder  shall  deliver  to the Escrow Agent the following:

          a.  Certificates  representing  the Escrow  Stock  (250,000  shares of
     common  stock  of  Rick's);

          b.  Stock  powers  for  the  Escrow  Shares,  fully  executed  by  the
     Shareholder  covering  the  certificates  delivered  in  escrow.  The stock
     powers,  along with the Escrow Stock,  shall  hereinafter  be  collectively
     referred  to  as  the  "Escrowed  Documents."

          c. The  Shareholder,  by the delivery of the 250,000  Escrow Shares to
     the Escrow Agent,  does hereby  acknowledge  and represent  that the Escrow
     Shares are owned, beneficially and of record, by the Shareholder,  free and
     clear of any liens, claims,  equities,  charges,  options,  rights of first
     refusal or encumbrances and,  further,  acknowledges and represents that it
     has the unrestricted  right and power to transfer,  convey and deliver full
     ownership of the Escrow Shares without the consent, agreement or joinder of
     any other person and without any  designation,  declaration  or filing with
     any  governmental  authority.


<PAGE>
     2.     Conditions  for  Release  from  Escrow.  The  Escrow Agent is hereby
            --------------------------------------
instructed  to  receive and hold the Escrowed Documents in escrow.  The Escrowed
Documents  shall  not  be  released  or  dealt  with  in  any  manner whatsoever
inconsistent  with this Escrow Agreement, unless  the Escrow Agent shall receive
other  written  instructions  executed  by  Rick's  and the Shareholder.  Absent
contrary  written  instructions,  the  Escrow  Agent  shall:

     (a)  Subject to Paragraph  2(f),  below,  release the Escrow  Shares to the
          Shareholder  upon receipt by the Escrow  Agent of a written  statement
          from the  auditors of Rick's that the  earnings  before  depreciation,
          amortization,  interest and taxes ("EBITDA") of XXXPassword.com during
          the first  full 12 months  following  the  Closing  Date (the  "Escrow
          Period") equaled or exceeded $400,000 (the "Minimum Threshold").  Such
          written statement from the auditors of Rick's shall be provided to the
          Escrow Agent not later than five (5) days following  submission to the
          Securities  and Exchange  Commission of Rick's  appropriate  reporting
          forms. In the event that the Escrow Agent receives a written statement
          from the auditors of Rick's that the EBITDA  during the Escrow  Period
          does not meet the  Minimum  Threshold,  then the  Escrow  Agent  shall
          release a number of shares of the Escrow Stock to the  Shareholder  at
          the  end of  the  Escrow  Period  equal  to  250,000  multiplied  by a
          fraction,  not to exceed  one,  the  numerator  of which is the actual
          EBITDA for the Escrow  Period,  as reflected in the written  statement
          from the auditors of Rick's, and the denominator of which is $400,000.

     (b)  Subject to Paragraph  2(f),  below,  release the Escrow  Shares to the
          Shareholder  upon receipt by the Escrow  Agent of a written  statement
          from the auditors of Rick's that the EBITDA of XXXPassword.com, at any
          time  during  the first full 12 months  following  the  Closing  Date,
          equals  or  exceeds  $400,000.

     (c)  Following  release to the  Shareholder  pursuant to Paragraphs 2(a) or
          2(b) as  appropriate,  any Escrow  Stock  remaining in Escrow shall be
          returned  by  the  Escrow  Agent  to  Rick's  for  cancellation.

     (d)  In the event that the  shareholders of Rick's are requested to vote on
          any matter while any shares of Common  Stock are held in Escrow,  such
          shares of Common  Stock  shall be voted by Eric  Langan or pursuant to
          the  written  instructions  of  Eric  Langan.

     (e)  The term "Earnings  before  depreciation,  amortization,  interest and
          taxes"  for  purposes  of this  Escrow  Agreement  shall have the same
          definition  contained  in  the  Purchase  Agreement.


                         ESCROW  AGREEMENT  -  PAGE  2
<PAGE>
     (f)  Upon  receipt by the Escrow  Agent of any written  statement  from the
          auditors of Rick's  pursuant to either  Paragraph  2(a) or 2(b) above,
          the Escrow Agent shall give written notice of such fact, together with
          a copy of the written  statement,  to each of the Parties within three
          (3)  business  days.  If no  objection is received by the Escrow Agent
          from either of the Parties  within five (5)  business  days  following
          such notification, the Escrow Agent shall release the Escrow Shares in
          accordance  with  Paragraph  2(a) or 2(b),  as the case may be.  If an
          objection is received  within five (5) business days, the Escrow Agent
          shall so notify  each of the  Parties of such fact.  In such event the
          Escrow  Agent  may,  but  shall not be  required,  to  interplead  the
          Escrowed Documents with any court of competent  jurisdiction in Harris
          County,  Texas.  Attorney's  fees and costs of court shall be borne by
          the party losing any action brought to recover the Escrowed Documents.

     3.     Escrow Period and Delivery.  The escrow period shall commence on the
            --------------------------
date  of the execution of this Escrow Agreement, which shall be the same date as
the  date of the Closing of the Purchase Agreement, and shall continue until the
final disposition of the Escrowed Documents in accordance with the terms of this
Escrow  Agreement  (the "Termination").  Once the Escrow Agent has delivered the
Escrowed  Documents  in  accordance with the terms of this Escrow Agreement, its
duties pursuant to this Escrow Agreement shall be completed and it shall have no
further  responsibility  whatsoever  hereunder.

     4.     The  Shareholder  hereby  agrees that so long as the Escrow Stock is
held in escrow pursuant to this Escrow Agreement, it will not take any action to
cancel, sell, pledge, assign, dispose of or otherwise transfer the Escrow Stock,
except  as  otherwise  provided  by this Escrow Agreement.  If Rick's declares a
cash  dividend or stock dividend or if Rick's splits or subdivides its shares of
common stock or issues any shares of its common stock in a reclassification then
any  cash  dividend or stock dividend to which the Shareholder would be entitled
shall  be  issued  directly  to the Escrow Agent to hold in escrow in accordance
with  the  terms  and  conditions  of  this  Escrow  Agreement.

     5.     The  Escrow  Agent  is  hereby  authorized  to  exchange  the  share
certificates  delivered  to  it  for  any  number  and any denomination of share
certificates  that  the Escrow Agent, in its sole discretion, requires to enable
it  to  release  the Escrow Stock as required pursuant to this Escrow Agreement.

     6.     The  Escrow  Agent  shall  have  no duties or obligations other than
those  specifically  set forth herein or required by law.  The acceptance by the
Escrow  Agent  of its duties under this Escrow Agreement is subject to the terms
and  conditions  hereof,  which  shall  govern  and  control with respect to its
rights,  duties,  liabilities  and  immunities.


                         ESCROW  AGREEMENT  -  PAGE  3
<PAGE>
     7.     Rick's and the Shareholder understand and agree that Escrow Agent is
not  a  principal,  participant,  or  beneficiary of the underlying transactions
which  necessitate  this  Escrow Agreement.  The Escrow Agent shall be obligated
only for the performance of such duties as are specifically set forth herein and
may  rely  and  shall  be  protected  in acting or refraining from acting on any
instrument  reasonably  believed  by it to be genuine and to have been signed or
presented  by  the  proper  Party or Parties, their officers, representatives or
agents.  So long as the Escrow Agent has acted in good faith or on the advice of
counsel  or  has  not  been guilty of willful misconduct, the Escrow Agent shall
have  no  liability under, or duty to inquire beyond the terms and provisions of
this  Escrow  Agreement, and it is agreed that its duties are purely ministerial
in  nature.  Escrow  Agent  shall  in  no  event  be liable for any exemplary or
consequential  damages,  the  Parties  understanding  that  this  limitation  is
provided  for in view of the fact that Escrow Agent will receive no compensation
(other  than  reimbursement  for  expenses),  for  its  services  hereunder.

     8.     The  Escrow  Agent  shall not be obligated to take any legal actions
hereunder  against  any  third party who is not a party to this Escrow Agreement
which  might,  in the Escrow Agent's judgment, involve any expense or liability,
unless  the  Escrow  Agent  shall have been furnished with reasonable indemnity.

     9.     The  Escrow  Agent  is not bound in any way by any other contract or
agreement  between  or  among the Parties hereto whether or not the Escrow Agent
has  knowledge  thereof  of its terms and conditions and the Escrow Agent's only
duty,  liability  and responsibility shall be to hold and deal with the Escrowed
Documents  as  herein  directed.

     10.     The Escrow Agent shall not be bound by any modification, amendment,
termination,  cancellation,  rescission or supersession of this Escrow Agreement
unless  the  same  shall  be  in  writing and signed by all of the other Parties
hereto and, if its duties as Escrow Agent hereunder are affected thereby, unless
it  shall  have  given  prior  written  consent  thereto.

     11.     The  Parties  hereto  each jointly and severally agree to indemnify
the  Escrow Agent against and hold the Escrow Agent harmless from anything which
the Escrow Agent may do or refrain from doing in connection with its performance
or  non-performance  as Escrow Agent under this Escrow Agreement and any and all
losses, costs, damages, expenses, claims and reasonable attorneys' fees suffered
or  incurred  by  the Escrow Agent as a result of, in connection with or arising
from  or  out  of the acts of omissions of the Escrow Agent in performance of or
pursuant  to  this Escrow Agreement, except such acts or omissions as may result
from  the  Escrow  Agent's  willful  misconduct.


                         ESCROW  AGREEMENT  -  PAGE  4
<PAGE>
     12.     In the event of any disagreement between Rick's and the Shareholder
or  any  or either of them concerning this Escrow Agreement or between them,  or
demands being made in connection with the Escrow Stock, or in the event that the
Escrow  Agent  is  in  doubt  as  to  what  action  the Escrow Agent should take
hereunder, the Escrow Agent may, at its option, refuse to comply with any claims
or  demands on it, or refuse to take any other action hereunder, so long as such
disagreement  continues  or such doubt exists, and in any such event, the Escrow
Agent  shall not be or become liable in any way or to any person for its failure
or  refusal  to  act,  and  the Escrow Agent shall be entitled to continue so to
refrain  from  acting  until:

          a. the rights of Rick's and the Shareholder  shall have been fully and
     finally  adjudicated  by  a  court  of  competent  jurisdiction;  or

          b. all differences  shall have been adjusted and all doubt resolved by
     agreement  between Rick's and the  Shareholder,  and the Escrow Agent shall
     have  been  notified  thereof  in  writing  signed  by  all  Parties.

     13.     Should  Escrow  Agent  become  involved in litigation in any manner
whatsoever  on account of this Escrow Agreement or the Escrow Stock, the Parties
hereto  (other  than  Escrow  Agent), hereby bind and obligate themselves, their
heirs,  personal  representatives,  successors,  assigns to pay Escrow Agent, in
addition  to  any  charge  made hereunder for acting as Escrow Agent, reasonable
attorneys' fees incurred by Escrow Agent, and any other disbursements, expenses,
losses,  costs  and  damages  in connection with or resulting from such actions,
unless  such  litigation  is the direct result of the Escrow Agent's own willful
misconduct.

     14.     The  terms of these instructions are irrevocable by the undersigned
unless  such  revocation  is  consented  to in writing by each of Rick's and the
Shareholder.

     15.     The  terms  herein  shall  be binding upon the Escrow Agent and its
successors,  and  upon  Rick's  and  the  Shareholder.

     16.     The  Escrow  Agent  may  resign  as  escrow agent in respect of the
Escrow  Stock  by  giving  written  notice  to  Rick's and the Shareholder.  The
resignation  of  the Escrow Agent shall be effective, and the Escrow Agent shall
cease  to be bound by this Escrow Agreement, thirty (30) days following the date
such  notice  of  resignation  is  given.

     Rick's  and  the  Shareholder  shall,  before  the  effective  date  of the
resignation  of  the  Escrow  Agent,  appoint another escrow holder who shall be
acceptable  to  them  and that appointment, when made, shall be binding on them.
Upon  appointment  by  the new escrow holder, the Escrow Agent shall deliver the
Escrowed Documents to the new escrow holder whereupon the Escrow Agent shall not
be  liable  for  the  completion  of  any  further  acts pursuant to this Escrow
Agreement.  In  the  event  that Rick's and the Shareholder do not appoint a new
escrow  holder prior to the expiration of the thirty (30) day period, the Escrow
Agent shall be entitled to make application to a court of competent jurisdiction
in  the  State  of  Texas  to  be  relieved of the obligations upon it and/or to
interplead  the  Escrowed  Documents  into  such  court  and for directions with
respect  to  the  delivery of the Escrowed Documents.  The Escrow Agent shall be
entitled  to  act  in  accordance  with  the  direction of the court without any
further  liability  to  any  other  Party  whatsoever.


                         ESCROW  AGREEMENT  -  PAGE  5
<PAGE>
     17.     The  Escrow  Agent  will  not  receive  any  compensation  for  the
performance  of its services in connection with this Escrow Agreement except for
the  reimbursement  of any and all out-of-pocket expenses incurred by the Escrow
Agent  in  connection  with  the  performance  of  its  services  hereunder.

     18.     All  notices  and other communications provided for herein shall be
in  writing and shall be delivered personally or sent by registered or certified
mail,  return  receipt  requested,  postage  prepaid,  or  overnight air courier
guaranteeing  next  day  delivery:

(a)     If  to  Rick's:

        Rick's  Cabaret  International  Inc.
        Mr.  Eric  Langan,  President
        505  North  Belt,  Suite  630
        Houston,  Texas  77060
        Fax:  (281)  820  1445

        With  a  copy  to:

        Robert  D.  Axelrod
        Axelrod,  Smith  &  Kirshbaum
        5300  Memorial  Drive,  Suite  700
        Houston,  Texas  77007
        Fax:  (713)  552-0202

(b)     If  to  Voice  Media  to:

        Voice  Media,  Inc.
        Ron  Levi,  President
        2533  North  Carson  Street,  Suite  1091
        Carson  City,  Nevada  89706
        Fax:     (702)  883-2384

        With  copies  to:

        Howard  Rosoff
        Rosoff,  Schiffres  &  Barta
        Suite  1450
        11755  Wilshire  Blvd.
        Los  Angeles,  California  90025
        Fax:     (310)  478-1439

        Guy  Mizrachi
        c/o  National  Telemedia  Corporation
        5000  North  Parkway  Calabasas,  Suite  205
        Calabasas,  California  91302
        Fax:     (818)  591-3434

(c)     If  to  Escrow  Agent  to:

        Robert  D.  Axelrod,  P.C.
        c/o  Axelrod,  Smith  &  Kirshbaum
        5300  Memorial  Drive,  Suite  700
        Houston,  Texas  77007


                         ESCROW  AGREEMENT  -  PAGE  6
<PAGE>
All  notices  and communications shall be deemed to have been duly given: at the
time  delivered  by  hand,  if  personally  delivered;  three  days  after being
deposited  in  the  mail,  postage  prepaid, sent certified mail, return receipt
requested,  if mailed; and the next day after timely delivery to the courier, if
sent  by  overnight  air courier guaranteeing next day delivery.  If a notice or
communication is mailed in the manner provided above within the time prescribed,
it  is  duly  given,  whether  or  not  the  addressee  receives  it.

     19.     This  Escrow  Agreement shall be construed according to the laws of
the  State  of  Texas  and  the  Parties  submit  themselves  to  the  exclusive
jurisdiction  of  the  courts of the State of Texas in the event of any dispute.

     20.     This  Escrow  Agreement  may  be  executed  in  any  number  of
counterparts,  each  of which shall be deemed to be an original and all of which
taken  together  shall  be  deemed  to  constitute  one  and  the  same.

     21.     The Escrow Agent and any stockholder, director, officer, partner or
employee of the Escrow Agent may have a pecuniary interest in any transaction in
which  the  Parties  may  be  interested,  or  contract with or lend money to or
otherwise  act as fully and freely as though it were not Escrow Agent under this
Agreement.  In  other  words, this Escrow Agreement shall not prevent the Escrow
Agent  from  performing  any  other  activity  which  it would normally perform.
Additionally,  nothing herein shall preclude the Escrow Agent from acting in any
other  capacity  for either of the Parties.  SPECIFICALLY, THE PARTIES EXPRESSLY
ACKNOWLEDGE  AND  AGREE  THAT THE ESCROW AGENT AND EMPLOYEES OF THE ESCROW AGENT
SERVE  AS  LEGAL COUNSEL TO RICK'S.  THE PARTIES EXPRESSLY WAIVE ANY CONFLICT OF
INTEREST  WHICH  MAY  ARISE FROM SUCH LEGAL REPRESENTATION AND SERVING AS ESCROW
AGENT  HEREUNDER.  FURTHER,  THE  SHAREHOLDER  EXPRESSLY  AGREES THAT SERVING AS
ESCROW  AGENT WILL IN NO WAY PRECLUDE ESCROW AGENT OR ANY EMPLOYEE OR PARTNER OF
ESCROW  AGENT  FROM  CONTINUING  TO  SERVE  AS  LEGAL  COUNSEL  TO  RICK'S.

                      [SIGNATURES  ON  FOLLOWING  PAGE]


                         ESCROW  AGREEMENT  -  PAGE  7
<PAGE>
     IN  WITNESS WHEREOF, the Parties hereto have executed this Escrow Agreement
effective  as  of  the  day  and  year  first  above  written.


                                   RICK'S  CABARET  INTERNATIONAL,  INC.


                                   By:  /s/  Eric  Langan
                                        Eric  Langan,  President



                                   SHAREHOLDER:

                                   VOICE  MEDIA,  INC.


                                   By:  /s/  Ron  Levi
                                        Ron  Levi,  President



                                   ROBERT  D. AXELROD, P.C., AS THE ESCROW AGENT



                                   By:  /s/  Robert  D.  Axelrod
                                        Robert  D.  Axelrod,  President


                         ESCROW  AGREEMENT  -  PAGE  8
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

Exhibit  10.3
                                VOTING  AGREEMENT
                                       AND
                                IRREVOCABLE  PROXY


     This  Voting  Agreement  and  Irrevocable Proxy (the "Voting Agreement") is
made  on  the  6th  day  of July, 2000, by and among VOICE MEDIA, INC., a Nevada
corporation  ("Voice  Media"),  and  ERIC  LANGAN  ("Langan").

     WHEREAS, RCI Internet Holdings, Inc. ("RCI"), Rick's Cabaret International,
Inc.  ("Rick's")  and  Voice Media have entered into an Asset Purchase Agreement
("Purchase  Agreement")  of even date herewith pursuant to which Voice Media has
agreed  to  grant to Langan certain voting rights with respect to 250,000 shares
of  Rick's  common  stock, $.01 par value, which have been issued simultaneously
herewith  pursuant  to  the  terms  and conditions of the Purchase Agreement and
which  are  subject  to  an  Escrow  Agreement  as  provided for in the Purchase
Agreement;  and

     WHEREAS,  in  connection with the execution of the Purchase Agreement it is
necessary  to  establish  and  enter  into  this  Voting  Agreement;  and

     WHEREAS,  as  a  material  inducement  to  RCI and Rick's entering into the
Purchase  Agreement  with Voice Media, it was agreed that Voice Media enter into
this  Voting  Agreement  with  Langan.

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants  and  obligations  herein  contained  and  for other good and valuable
consideration,  the  parties  hereto  agree  as  follows:

     1.     SHARES  SUBJECT  TO VOTING AGREEMENT.  Voice Media and Langan hereby
            ------------------------------------
agree  that  the 250,000 shares of common stock of Rick's which have been issued
simultaneously  herewith  pursuant  to  the terms and conditions of the Purchase
Agreement  and  which  are subject to an Escrow Agreement as provided for in the
Purchase  Agreement  are  the  shares  which are made the subject of this Voting
Agreement  and  shall hereinafter be referred to as the "Stock".  Any additional
shares  of common stock or other voting securities of Rick's which may be issued
incident  to  a  stock  split,  stock  dividend,  increase  in  capitalization,
recapitalization,  merger,  consolidation  or  other  reorganization  or  like
transaction  and  received with respect to the Stock then subject to this Voting
Agreement, shall be included within the term "Stock" as used herein and shall be
subject  to  the  terms  of  this  Voting  Agreement.

     2.     INSCRIPTION  ON  SHARE  CERTIFICATES.  Each certificate representing
            ------------------------------------
ownership  of  the  Stock  shall contain a legend in substantially the following
form:


<PAGE>
     "THE SHARES  EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF
A  VOTING  AGREEMENT  AND  IRREVOCABLE  PROXY DATED EFFECTIVE AS OF JULY 6, 2000
("AGREEMENT"),  A  COUNTERPART  OF  WHICH  HAS  BEEN  DEPOSITED WITH THE COMPANY
AT  ITS  PRINCIPAL  OFFICE.  THE  COMPANY  WILL FURNISH A COPY OF SUCH AGREEMENT
TO  THE  HOLDER  OF  THIS  CERTIFICATE  WITHOUT  CHARGE UPON WRITTEN  REQUEST TO
THE  COMPANY  AT  ITS  PRINCIPAL  OFFICE."

     3.     VOTING  OF  THE  STOCK.  Voice  Media  hereby grants and this Voting
            ----------------------
Agreement  shall  act  as an irrevocable proxy from Voice Media in favor of Eric
Langan to vote the shares represented by the Stock (i) at any regular or special
meeting of shareholders of Rick's on any matters brought before the shareholders
of  Rick's or (ii) in connection with any consent to actions by the shareholders
of Rick's.  THIS IRREVOCABLE PROXY IS COUPLED WITH AN INTEREST AND SHALL SURVIVE
UNTIL  THE  TIME PERIOD SPECIFIED IN PARAGRAPH 4 HEREIN.  Such Irrevocable Proxy
must  be noted conspicuously on the certificate representing the shares that are
subject  to  this  Irrevocable Proxy and is specifically enforceable against the
holder  of  the  Stock  or  any  successor  or  transferee  of  such  holder.

     4.     TERM.  This  Voting Agreement shall commence and be effective on the
            ----
date  hereof  and  shall  terminate  at  such time as the Stock is released from
escrow pursuant to the Escrow Agreement executed simultaneously herewith between
Voice  Media,  Rick's  and  Robert  D.  Axelrod,  P.C.,  as  escrow  agent.

     5.     ACCESS  TO  VOTING  AGREEMENT.  A  copy of this Voting Agreement and
            -----------------------------
every  amendment  of supplement hereto shall be filed in the principal office of
Rick's  and shall be open to inspection by any holder of the Stock, in person or
by  agent  or  attorney,  during normal business hours upon reasonable notice to
Rick's.

     6.     RESERVATION  OF RIGHTS TO VOICE MEDIA.  All rights and privileges of
            -------------------------------------
stock  ownership  other  than  the  right  to  vote or consent to actions by the
shareholders  as  described  in  Section  3 shall be reserved to and retained by
Voice  Media.

     7.     SPECIFIC  PERFORMANCE.  In  addition  to and cumulative of all other
            ---------------------
rights  and  remedies  which  the  parties hereto may have at law, in equity, or
hereunder,  each  party  is  hereby  granted  the  right  and remedy of specific
performance  with  respect  to  the  performance  of  this  Voting  Agreement.

     8.     NOTICE.  All  notices  and  other communications provided for herein
            ------
shall  be  in writing and shall be delivered personally or sent by registered or
certified  mail,  return  receipt  requested,  postage prepaid, or overnight air
courier  guaranteeing  next  day  delivery:


                VOTING  AGREEMENT  AND  IRREVOCABLE  PROXY  -  PAGE  2
<PAGE>
     (a)     If  to  Eric  Langan:

             Mr.  Eric  Langan
             505  North  Belt,  Suite  630
             Houston,  Texas  77060
             Fax:  (281)  820  1445

             With  a  copy  to:

             Robert  D.  Axelrod
             Axelrod,  Smith  &  Kirshbaum
             5300  Memorial  Drive,  Suite  700
             Houston,  Texas  77007
             Fax:  (713)  552-0202

     (b)     If  to  Voice  Media  to:

             Voice  Media,  Inc.
             Ron  Levi,  President
             2533  North  Carson  Street,  Suite  1091
             Carson  City,  Nevada  89706
             Fax:     (702)  883-2384

             With  a  copies  to:

             Howard  Rosoff
             Rosoff,  Schiffres  &  Barta
             Suite  1450
             11755  Wilshire  Blvd.
             Los  Angeles,  California  90025
             Fax:     (310)  478-1439

             Guy  Mizrachi
             c/o  National  Telemedia  Corporation
             5000  North  Parkway  Calabasas,  Suite  205
             Calabasas,  California  91302
             Fax:     (818)  591-3434

     (c)     If  to  Rick's:

             Rick's  Cabaret  International  Inc.
             Mr.  Eric  Langan,  President
             505  North  Belt,  Suite  630
             Houston,  Texas  77060
             Fax:  (281)  820  1445


                VOTING  AGREEMENT  AND  IRREVOCABLE  PROXY  -  PAGE  3
<PAGE>
     With  a  copy  to:

     Robert  D.  Axelrod
     Axelrod,  Smith  &  Kirshbaum
     5300  Memorial  Drive,  Suite  700
     Houston,  Texas  77007
     Fax:  (713)  552-0202

All  notices  and communications shall be deemed to have been duly given: at the
time  delivered  by  hand,  if  personally  delivered;  three  days  after being
deposited  in  the  mail,  postage  prepaid, sent certified mail, return receipt
requested,  if mailed; and the next day after timely delivery to the courier, if
sent  by  overnight  air courier guaranteeing next day delivery.  If a notice or
communication is mailed in the manner provided above within the time prescribed,
it  is  duly  given,  whether  or  not  the  addressee  receives  it.

     9.     ENTIRE  AGREEMENT.  This  Voting  Agreement  constitutes  the entire
            -----------------
agreement between the parties with regard to the voting of the Stock and may not
be  amended,  supplemented,  waived  or  terminated except by written instrument
executed  by  the  parties.

     10.     WAIVER.  No  waiver of any provision of this Voting Agreement shall
             ------
constitute  a  waiver of any other provision of this Voting Agreement, nor shall
such  waiver  constitute  a  waiver  of any subsequent breach of such provision.

     11.     BINDING  EFFECT.  This  Voting  Agreement shall be binding upon and
             ---------------
shall inure to the benefit of the parties hereto and their respective successors
and  assigns.

     12.     GOVERNING LAW.  The validity, construction, and enforcement of this
             -------------
Voting  Agreement  shall  be governed by the laws of the State of Texas.  In the
event  of  a  dispute  concerning  this Voting Agreement, the parties agree that
venue  lies  in  a  court  of  competent  jurisdiction  in Harris County, Texas.

     13.     SEVERABILITY.  If  any  provision  of  this  Voting  Agreement  is
             ------------
declared  unenforceable  by  a  court  of competent jurisdiction, such provision
shall  be enforced to the greatest extent permitted by law, and such declaration
shall  not  affect the validity of any other provision of this Voting Agreement.

     14.     CONSTRUCTION.  The  headings contained in this Voting Agreement are
             ------------
for  reference  purposes  only and shall not affect this Voting Agreement in any
manner  whatsoever.  Wherever  required by the context, any gender shall include
any  other  gender,  the singular shall include the plural, and the plural shall
include  the  singular.

     15.     COUNTERPARTS.  This  Voting  Agreement  may be executed in multiple
             ------------
counterparts,  each  of which shall be deemed an original but all of which shall
be  deemed  one  instrument.


                VOTING  AGREEMENT  AND  IRREVOCABLE  PROXY  -  PAGE  4
<PAGE>
     16.     FURTHER  ASSURANCES.  Each Party to this Voting Agreement agrees to
             -------------------
perform  any  further  acts  and  execute  and deliver any documents that may be
reasonably  necessary  to  carry  out  the  provisions of this Voting Agreement.



     [[[[SIGNATURES  ON  FOLLOWING  PAGE]]]]


                VOTING  AGREEMENT  AND  IRREVOCABLE  PROXY  -  PAGE  5
<PAGE>
     IN  WITNESS WHEREOF, the Parties hereto have executed this Voting Agreement
and  Irrevocable  Proxy  effective  as  of the day and year first above written.


                                             VOICE  MEDIA,  INC.
     250,000
     -------
Number  of  Shares  Subject
to  this  Voting  Agreement  and             By:  /s/  Ron  Levi
Irrevocable  Proxy                                Ron  Levi,  President




                                             /s/  Eric  Langan
                                             Eric  Langan,  individually


                VOTING  AGREEMENT  AND  IRREVOCABLE  PROXY  -  PAGE  6
<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
