<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>doc3.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

Exhibit 10.1


                                  AMENDMENT TO
                        RICKS CABARET INTERNATIONAL, INC.
                             1999 STOCK OPTION PLAN

1.   PURPOSE.  The  purpose  of the Ricks Cabaret International, Inc. 1999 Stock
     -------
     Option  Plan  ("the  Plan")  is  to  promote the financial interests of the
     Company,  its  subsidiaries and its shareholders by providing incentives in
     the  form  of  stock  options to key employees and directors who contribute
     materially to the success and profitability of the Company. The grants will
     recognize  and reward outstanding individual performances and contributions
     and  will  give  such  persons  a proprietary interest in the Company, thus
     enhancing  their  personal  interest in the Company's continued success and
     progress.  This  Plan  will also assist the Company and its subsidiaries in
     attracting,  retaining  and  motivating  key  employees  and directors. The
     options  granted  under this Plan may be either Incentive Stock Options, as
     that  term  is defined in Section 422 of the Internal Revenue Code of 1986,
     as  amended, or Nonqualified options taxed under Section 83 of the Internal
     Revenue  Code  of  1986,  as  amended.

     RULE  16B-3  PLAN.  The Company is subject to the reporting requirements of
     -----------------
     the  Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and
     therefore  the Plan is intended to comply with all applicable conditions of
     Rule  16b-3  (and  all  subsequent revisions thereof) promulgated under the
     Exchange  Act.  To  the  extent  any provision of the Plan or action by the
     Committee  or  the  Board  of Directors or Committee fails to so comply, it
     shall  be  deemed  null and void, to the extent permitted by law and deemed
     advisable  by  the  Committee.  In  addition, the Committee or the Board of
     Directors  may  amend  the  Plan from time to time as it deems necessary in
     order  to meet the requirements of any amendments to Rule 16b-3 without the
     consent  of  the  shareholders  of  the  Company.

     EFFECTIVE  DATE  OF  PLAN.  The  effective  date of this Amendment shall be
     -------------------------
     August  27,  2004 (the Effective Date) upon shareholder approval. The Board
     of  Directors  shall,  within  one  year  of the Effective Date, submit the
     Amendment  to  the  shareholders of the Company for approval. The Amendment
     shall  be  approved by at least a majority of shareholders voting in person
     or  by  proxy at a duly held shareholders' meeting, or if the provisions of
     the corporate charter, by-laws or applicable state law prescribes a greater
     degree of shareholder approval for this action, the approval by the holders
     of  that  percentage,  at a duly held meeting of shareholders. No Incentive
     Option  or  Nonqualified Stock Option shall be granted pursuant to the Plan
     ten  years after the Effective Date. In the event that the Amendment is not
     approved  by the shareholders of the Company, the Amendment shall be deemed
     to  be  a  non-qualified  stock  option  plan.

2.   DEFINITIONS. The following definitions shall apply to this Plan:
     -----------

     (a)  "Affiliate"  means  any  parent  corporation  and  any  subsidiary
          corporation.  The  term  "parent  corporation"  means  any corporation
          (other  than  the Company) in an unbroken chain of corporations ending
          with the Company if, at the time of the action or transaction, each of
          the  corporations  other than the Company owns stock possessing 50% or
          more of the total combined voting power of all classes of stock in one
          of  the  other  corporations  in  the  chain.  The  term  "subsidiary
          corporation"  means  any  corporation  (other  than the Company) in an
          unbroken  chain  of corporations beginning with the Company if, at the
          time of the action or transaction, each of the corporations other than
          the  last  corporation in the unbroken chain owns stock possessing 50%
          or  more of the total combined voting power of all classes of stock in
          one  of  the  other  corporations  in  the  chain.


<PAGE>
     (b)  Agreement"  means, individually or collectively, any agreement entered
          into  pursuant  to the Plan pursuant to which Options are granted to a
          participant.

     (c)  "Award" means each of the following granted under this Plan: Incentive
          Stock  Options  or  Non-qualified  Stock  Options.

     (d)  "Board"  means  the  board  of  directors  of  the  Company.

     (e)  "Cause" shall mean, for purposes of whether and when a participant has
          incurred  a  Termination  of  Employment  for  Cause:  (i)  any act or
          omission  which permits the Company to terminate the written agreement
          or arrangement between the participant and the Company or a Subsidiary
          or  Parent  for  Cause as defined in such agreement or arrangement; or
          (ii)  in  the  event  there is no such agreement or arrangement or the
          agreement  or arrangement does not define the term "Cause," then Cause
          shall  mean  an act or acts of dishonesty by the participant resulting
          or  intending  to result directly or indirectly in gain to or personal
          enrichment  of  the  participant at the Company's expense and/or gross
          negligence  or  willful  misconduct  on  the  part of the participant.

     (f)  "Change  in  Control"  means,  for  purposes  of  this  Plan:

          i.   there shall be consummated (i) any consolidation or merger of the
               Company  in  which the Company is not the continuing or surviving
               corporation  or  pursuant to which shares of the Company's common
               stock would be converted into cash, securities or other property,
               other  than  a  merger of the Company in which the holders of the
               Company's  common  stock  immediately  prior  to  the merger have
               substantially the same proportionate ownership of common stock of
               the  surviving  corporation immediately after the merger; or (ii)
               any  sale,  lease, exchange or other transfer (in one transaction
               or  a series of related transactions) of all or substantially all
               of  the  assets  of  the  Company;  or

          ii.  the  shareholders  of  the  Company  shall  approve  any  plan or
               proposal  for  the  liquidation or dissolution of the Company; or

     (g)  "Code"  means  the  Internal  Revenue  Code of 1986, as amended, final
          Treasury  Regulations  thereunder  and any subsequent Internal Revenue
          Code.

     (h)  Committee  means  the Compensation Committee of the Board of Directors
          or  such  other  committee  designated  by the Board of Directors. The
          Committee  shall  be  comprised solely of at least two members who are
          both  Disinterested  Persons  and  Outside  Directors.

     (i)  "Common  Stock"  means  the  Common  Stock, par value per share of the
          Company  whether presently or hereafter issued, or such other class of
          shares  or securities as to which the Plan may be applicable, pursuant
          to  Section  11  herein.

     (j)  "Company"  means  Rick's  Cabaret  International,  Inc.,  a  Texas
          Corporation  and  includes any successor or assignee corporations into
          which  the Company may be merged, changed or consolidated; any company
          for whose securities the securities of the Company shall be exchanged;
          and any assignee of or successor to substantially all of the assets of
          the  Company.

     (k)  "Continuous  Service"  means  the  absence  of  any  interruption  or
          termination of employment with or service to the Company or any Parent
          or Subsidiary of the Company that now exists or hereafter is organized
          or  acquired  by or acquires the Company.


<PAGE>
          Continuous  Service shall not be considered interrupted in the case of
          sick leave, military leave, or any other bona fide leave of absence of
          less  than  ninety  (90)  days  (unless  the  participants  right  to
          reemployment  is  guaranteed by statute or by contract) or in the case
          of  transfers between locations of the Company or between the Company,
          its  Parent,  its  Subsidiaries  or  its  successors

     (l)  Date  of Grant means the date on which the Committee grants an Option.

     (m)  "Director"  means  any member of the Board of Directors of the Company
          or  any  Parent  or  subsidiary  of  the  Company  that  now exists or
          hereafter  is  organized  or  acquired  by  or  acquires  the Company.

     (n)  Non  Employee  Director  means a Non Employee Director as that term is
          defined  in  Rule  16b-3  under  the  Exchange  Act.

     (o)  "Eligible Persons" shall mean, with respect to the Plan, those persons
          who, at the time that an Award is granted, are (i) officers, directors
          or  employees  of  the  Company  or  Affiliate  or (ii) consultants or
          subcontractors  of  the  Company  or  affiliate.

     (p)  "Employee" means any person employed on an hourly or salaried basis by
          the Company or any Parent or Subsidiary of the Company that now exists
          or  hereafter  is  organized  or  acquired by or acquires the Company.

     (q)  "Exchange  Act"  means the Securities Exchange Act of 1934, as amended
          and  the  rules  and  regulations  promulgated  thereunder.

     (r)  "Fair  Market  Value"  means  (i) if the Common Stock is not listed or
          admitted to trade on a national securities exchange and if bid and ask
          prices  for  the  Common  Stock  are not furnished through NASDAQ or a
          similar  organization,  the value established by the Committee, in its
          sole discretion, for purposes of the Plan; (ii) if the Common Stock is
          listed  or  admitted  to  trade on a national securities exchange or a
          national  market  system,  the  closing  price of the Common Stock, as
          published  in  the Wall Street Journal, so listed or admitted to trade
                             -------------------
          on  such  date  or, if there is no trading of the Common Stock on such
          date, then the closing price of the Common Stock on the next preceding
          day  on which there was trading in such shares; or (iii) if the Common
          Stock  is  not  listed  or  admitted to trade on a national securities
          exchange or a national market system, the mean between the bid and ask
          price  for the Common Stock on such date, as furnished by the National
          Association  of  Securities  Dealers, Inc. through NASDAQ or a similar
          organization  if  NASDAQ  is  no longer reporting such information. If
          trading  in  the stock or a price quotation does not occur on the Date
          of  Grant,  the next preceding date on which the stock was traded or a
          price  was  quoted  will  determine  the  fair  market  value.

     (s)  "Incentive  Stock  Option"  means  a stock option, granted pursuant to
          either  this Plan or any other plan of the Company, that satisfies the
          requirements of Section 422 of the Code and that entitles the Optionee
          to  purchase stock of the Company or in a corporation that at the time
          of  grant of the option was a Parent or subsidiary of the Company or a
          predecessor  company  of  any  such  company.

     (t)  "Nonqualified  Stock  Option" means an Option to purchase Common Stock
          in  the  Company  granted under the Plan other than an Incentive Stock
          Option  within  the  meaning  of  Section  422  of  the  Code.

     (u)  "Option" means a stock option granted pursuant to the Plan.


<PAGE>
     (v)  "Option  Period"  means  the period beginning on the Date of Grant and
          ending  on the day prior to the tenth anniversary of the Date of Grant
          or  such  shorter  termination  date  as  set  by  the  Committee.

     (w)  "Optionee"  means  an  Employee  (or  Director  or  subcontractor) who
          receives  an  Option.

     (x)  "Parent"  means  any  corporation which owns 50% or more of the voting
          securities  of  the  Company.

     (y)  Plan"  means  this  Stock  Option  Plan as may be amended from time to
          time.

     (z)  Share"  means  the  Common  Stock,  as  adjusted  in  accordance  with
          Paragraph  11  of  the  Plan.

     (aa) "Ten  Percent  Shareholder"  means  an individual who, at the time the
          Option  is  granted,  owns Stock possessing more than 10% of the total
          combined voting power of all classes of stock of the Company or of any
          Affiliate.  An  individual  shall  be  considered  as owning the Stock
          owned,  directly  or  indirectly,  by  or for his brothers and sisters
          (whether  by  the  whole or half blood), spouse, ancestors, and lineal
          descendants;  and  Stock  owned,  directly  or indirectly, by or for a
          corporation,  partnership,  estate,  or  trust, shall be considered as
          being  owned  proportionately by or for its shareholders, partners, or
          beneficiaries.

     (bb) Termination  or  Termination of Employment means the occurrence of any
          act  or event whether pursuant to an employment agreement or otherwise
          that  actually  or  effectively  causes  or  results  in  the person's
          ceasing,  for  whatever  reason,  to  be an officer or employee of the
          Company  or of any Subsidiary or Parent including, without limitation,
          death,  disability,  dismissal,  severance  at  the  election  of  the
          participant,  retirement,  or  severance  as  a  result  of  the
          discontinuance,  liquidation,  sale  or transfer by the Company or its
          Subsidiaries  or  Parent  of  all  businesses owned or operated by the
          Company  or  its Subsidiaries. A Termination of Employment shall occur
          to an employee who is employed by a Subsidiary if the Subsidiary shall
          cease  to  be  a  Subsidiary and the participant shall not immediately
          thereafter  become  an  employee  of  the  Company  or  a  Subsidiary.

     (cc) Subsidiary  means any corporation 50% or more of the voting securities
          of  which  are owned directly or indirectly by the Company at any time
          during  the  existence  of  this  Plan.

     In  addition,  certain  other  terms  used  in  this  Plan  shall  have the
definitions  given  to  them  in  the  first  place  in  which  they  are  used.

3.   ADMINISTRATION.
     --------------

     (a)  This  Plan  will  be  administered by the Committee. A majority of the
          full  Committee constitutes a quorum for purposes of administering the
          Plan,  and  all  determinations  of  the  Committee shall be made by a
          majority  of  the  members  present  at a meeting at which a quorum is
          present  or  by  the  unanimous  written  consent  of  the  Committee.

     (b)  If  no  Committee has been appointed, members of the Board may vote on
          any  matters  affecting the administration of the Plan or the grant of
          any  Option pursuant to the Plan, except that no such member shall act
          on  the  granting  of  an  Option  to  himself, but such


<PAGE>
          member  may be counted in determining the existence of a quorum at any
          meeting  of the Board during which action is taken with respect to the
          granting  of  Options  to  him.

     (c)  Subject  to  the  terms  of  this Plan, the Committee has the sole and
          exclusive  power  to:

          i.   select  the  participants  in  this  Plan;

          ii.  establish  the  terms  of the Options granted to each participant
               which  may  not  be  the  same  in  each  case;

          iii. determine  the  total  number of options to grant to an Optionee,
               which  may  not  be  the  same  in  each  case;

          iv.  fix the Option period for any Option granted which may not be the
               same  in  each  case;  and

          v.   make  all  other  determinations necessary or advisable under the
               Plan.

          vi.  determine  the  minimum  number  of  shares with respect to which
               Options  may  be  exercised  in  part  at  any  time.

          vii. The  Committee  has the sole and absolute discretion to determine
               whether the performance of an eligible Employee warrants an award
               under  this  Plan,  and  to  determine  the  amount of the award.

         viii. The  Committee  has  full  and  exclusive  power  to construe and
               interpret  this  Plan,  to  prescribe  and  rescind  rules  and
               regulations relating to this Plan, and take all actions necessary
               or  advisable  for  the  Plan's  administration.  Any  such
               determination  made by the Committee will be final and binding on
               all  persons.

     (d)  A member of the Committee will not be liable for performing any act or
          making  any  determination  in  good  faith.

4.   SHARES  SUBJECT  TO  OPTION.  Subject  to the provisions of Paragraph 11 of
     ----------------------------
     the  Plan,  the maximum aggregate number of Shares that may be optioned and
     sold  under  the Plan shall be 1,000,000. Such shares may be authorized but
     unissued,  or  may  be treasury shares. If an Option shall expire or become
     unexercisable  for  any  reason  without having been exercised in full, the
     unpurchased  Shares  that were subject to the Option shall, unless the Plan
     has  then  terminated,  be  available  for  other  Options  under the Plan.

     (a)  Eligible  Persons. Every Eligible Person, as the Committee in its sole
          -----------------
          discretion  designates,  is  eligible  to  participate  in  this Plan.
          Directors  who  are  not employees of the Company or any subsidiary or
          Parent  shall  only  be eligible to receive Incentive Stock Options if
          and  as  permitted  be applicable law and regulations. The Committee's
          award  of  an Option to a participant in any year does not require the
          Committee  to  award  an Option to that participant in any other year.
          Furthermore,  the  Committee  may award different Options to different
          participants.  The  Committee  may  consider  such factors as it deems
          pertinent  in  selecting participants and in determining the amount of
          their  Option,  including,  without  limitation;

          (i)  the  financial  condition  of  the  Company  or its Subsidiaries;

          (ii) expected  profits  for  the  current  or  future  years;


<PAGE>
         (iii) the  contributions  of  a  prospective  participant  to  the
               profitability and success of the Company or its Subsidiaries; and

          (iv) the adequacy of the prospective participant's other compensation.

          Participants  may  include  persons  to  whom stock, stock options, or
          other  benefits  previously were granted under this or another plan of
          the  Company  or any Subsidiary, whether or not the previously granted
          benefits  have  been  fully  exercised.

     (b)  No  Right  of  Employment. An Optionee's right, if any, to continue to
          -------------------------
          serve  the  Company  and  its  Subsidiaries as an Employee will not be
          enlarged  or  otherwise  affected  by his designation as a participant
          under this Plan, and such designation will not in any way restrict the
          right  of  the  Company  or  any  Subsidiary,  as  the case may be, to
          terminate  at  any  time  the  employment  of  any  Employee.

5.   REQUIREMENTS  OF  OPTION  GRANTS. Each Option granted under this Plan shall
     --------------------------------
     satisfy  the  following  requirements.

     (a)  Written  Option.  An  Option shall be evidenced by a written Agreement
          ---------------
          specifying  (i)  the  number  of  Shares  that may be purchased by its
          exercise, (ii) the intent of the Committee as to whether the Option is
          be  an  Incentive  Stock Option or a Non-qualified Stock Option, (iii)
          the  Option  period  for  any  Option  granted and (iv) such terms and
          conditions  consistent with the Plan as the Committee shall determine,
          all  of  which  may  differ  between  various  Optionees  and  various
          Agreements.

     (b)  Duration  of  Option.  Each  Option  may  be exercised only during the
          -------------------
          Option  Period  designated for the Option by the Committee. At the end
          of  the  Option  Period  the  Option  shall  expire.

     (c)  Option  Exercisability. The Committee, on the grant of an Option, each
          ----------------------
          Option  shall  be  exercisable  only  in  accordance  with  its terms.

     (d)  Acceleration  of  Vesting.  Subject to the provisions of Section 5(b),
          -----------------------
          the Committee may, it its sole discretion, provide for the exercise of
          Options  either as to an increased percentage of shares per year or as
          to  all remaining shares. Such acceleration of vesting may be declared
          by  the  Committee  at  any  time before the end of the Option Period,
          including,  if  applicable,  after  termination  of  the  Optionee's
          Continuous  Service  by  reason  of  death,  disability, retirement or
          termination  of  employment.

     (e)  Option  Price.  Except as provided in Section 6(a) the Option price of
          -------------
          each  Share subject to the Option shall equal the Fair Market Value of
          the  Share  on  the  Option's  Date  of  Grant.

     (f)  Termination  of Employment Any Option which has not vested at the time
          --------------------------
          the  Optionee  ceases  Continuous  Service  for  any reason other than
          death, disability or retirement shall terminate upon the last day that
          the  Optionee is employed by the Company. Incentive Stock Options must
          be  exercised  within  three months of cessation of Continuous Service
          for  reasons other death, disability or retirement in order to qualify
          for  Incentive Stock Option tax treatment. Nonqualified Options may be
          exercised  any  time during the Option Period regardless of employment
          status.

     (g)  Death.  In  the  case  of  death  of  the  Optionee, the beneficiaries
          -----
          designated  by  the  Optionee  shall have one year from the Optionee's
          demise  or  to  the end of the Option Period,


<PAGE>
          whichever  is  earlier, to exercise the Option, provided, however, the
          Option  may  be  exercised  only for the number of Shares for which it
          could  have  been  exercised at the time the Optionee died, subject to
          any  adjustment  under  Sections  5(d)  and  11.

     (h)  Retirement.  Any  Option which has not vested at the time the Optionee
          ----------
          ceases  Continuous  Service due to retirement shall terminate upon the
          last day that the Optionee is employed by the Company. Upon retirement
          Incentive  Stock  Options  must  be  exercised  within three months of
          cessation  of  Continuous  Service  in  order to qualify for Incentive
          Stock  Option tax treatment. Nonqualified Options may be exercised any
          time  during  the  Option  Period  regardless  of  employment  status.

     (i)  Disability.  In  the event of termination of Continuous Service due to
          ----------
          total  and  permanent disability (within the meaning of Section 422 of
          the  Code),  the  Option  shall lapse at the earlier of the end of the
          Option  Period  or  twelve  months after the date of such termination,
          provided,  however,  the  Option  can  be  exercised  at  the time the
          Optionee  became  disabled,  subject  to any adjustment under Sections
          5(d)  and  11.

6.   INCENTIVE  STOCK  OPTIONS.  Any Options intended to qualify as an Incentive
     -------------------------
     Stock  Option  shall  satisfy the following requirements in addition to the
     other  requirements  of  the  Plan:

     (a)  Ten  Percent  Shareholders.  An  Option  intended  to  qualify  as  an
          --------------------------
          Incentive  Stock  Option  granted to an individual who, on the Date of
          Grant,  owns  stock possessing more than ten (10) percent of the total
          combined voting power of all classes of stock of either the Company or
          any  Parent  or Subsidiary, shall be granted at a price of 110 percent
          of  Fair Market Value on the Date of Grant and shall be exercised only
          during  the  five-year period immediately following the Date of Grant.
          In calculating stock ownership of any person, the attribution rules of
          Section  425(d)  of  the  Code will apply. Furthermore, in calculating
          stock  ownership,  any  stock  that  the individual may purchase under
          outstanding  options  will  not  be  considered.

     (b)  Limitation  on  Incentive  Stock  Options.  The  aggregate Fair Market
          -----------------------------------------
          Value,  determined  on  the  date  of  Grant,  of stock in the Company
          exercisable  for  the  first  time by any Optionee during any calendar
          year,  under the Plan and all other plans of the Company or its Parent
          or  Subsidiaries  (within the meaning of Subsection (d) of Section 422
          of  the  Code)  in  any  calendar  year  shall not exceed $100,000.00.

     (c)  Exercise  of  Incentive  Stock  Options.  No disposition of the shares
          ---------------------------------------
          underlying an Incentive Stock Option may be made within two years from
          the  Date  of  Grant  nor  within  one year after the exercise of such
          incentive  Stock  Option.

     (d)  Approval  of  Amendment. No Option shall qualify as an Incentive Stock
          ------------------------
          Option  unless  this  Amendment is approved by the shareholders within
          one  year  of  the  Plans  adoption  by  the  Board.

7.   NONQUALIFIED  AND  INCENTIVE  STOCK  OPTIONS.  Any  Option  not intended to
     --------------------------------------------
     qualify  as an Incentive Stock Option shall be a Nonqualified Stock Option.
     Nonqualified  Stock  Options  shall  satisfy  each  of  the requirements of
     Section  5 of the Plan. An Option intended to qualify as an Incentive Stock
     Option,  but which does not meet all the requirements of an Incentive Stock
     Option  shall  be  treated  as  a  Nonqualified  Stock  Option.

8.   METHOD  OF  EXERCISE.  An  Option  granted  under this Plan shall be deemed
     --------------------
     exercised  when  the  person  entitled  to exercise the Option (i) delivers
     written notice to the President of the Company of the decision to exercise,
     (ii)  concurrently  tenders  to  the  Company  full  payment for the Shares


<PAGE>
     to  be  purchased  pursuant  to  the exercise, and (iii) complies with such
     other  reasonable  requirements  as  the  Committee establishes pursuant to
     Section  3  of  the  Plan.  During  the lifetime of the Employee to whom an
     Option  is  granted,  such Option may be exercised only by him. Payment for
     Shares  with  respect to which an Option is exercised may be in cash, or by
     certified  check, or wholly or partially in the form of Common Stock of the
     Company  having  a  fair  market value equal to the Option Price. No person
     will  have the rights of a shareholder with respect to Shares subject to an
     Option  granted under this Plan until a certificate or certificates for the
     Shares  have  been  delivered  to  him.

     An  Option  granted  under  this Plan may be exercised in increments of not
     less than 10% of the full number of Shares as to which it can be exercised.
     A  partial  exercise  of  an  Option  will not affect the holder's right to
     exercise  the  Option  from time to time in accordance with this Plan as to
     the  remaining  Shares  subject  to  the  Option.

9.   TAXES.  COMPLIANCE  WITH  LAW:  APPROVAL OF REGULATORY BODIES. The Company,
     -------------------------------------------------------------
     if  necessary  or  desirable,  may  pay  or  withhold the amount of any tax
     attributable  to any Shares deliverable or amounts payable under this Plan,
     and  the  Company  may  defer  making  delivery  or  payment  until  it  is
     indemnified  to  its satisfaction for the tax. Options are exercisable, and
     Shares  can  be  delivered  and  payments  made  under  this  Plan, only in
     compliance  with  all  applicable  federal  and state laws and regulations,
     including,  without  limitation, state and federal securities laws, and the
     rules  of all stock exchanges on which the Company's stock is listed at any
     time.  An Option is exercisable only if either (i) a registration statement
     pertaining  to the Shares to be issued upon exercise of the Option has been
     filed with and declared effective by the Securities and Exchange Commission
     and  remains  effective  on the date of exercise, or (ii) an exemption from
     the  registration  requirements of applicable securities laws is available.
     This  plan does not require the Company, however, to file such registration
     statement or to assure the availability of such exemptions. Any certificate
     issued  to  evidence Shares issued under the Plan may bear such legends and
     statements,  and  shall  be  subject  to such transfer restrictions, as the
     Committee  deems advisable to assure compliance with federal and state laws
     and regulations and with the requirements of this Section 9 of the Plan. No
     Option may be exercised, and no Shares may be issued under this Plan, until
     the  Company has obtained the consent or approval of every regulatory body,
     federal  or  state,  having  jurisdiction over such matter as the Committee
     deems  advisable.

     Each  Person  who  acquires  the  right to exercise an Option by bequest or
     inheritance may be required by the Committee to furnish reasonable evidence
     of ownership of the Option as a condition to his exercise of the Option. In
     addition,  the  Committee  may  require such consents and release of taxing
     authorities  as  the  Committee  deems  advisable.

10.  ASSIGNABILITY.  An  Option  granted  under  this  Plan  is not transferable
     -------------
     except  by  will or the laws of descent and distribution. The Option may be
     exercised  only  by  the  Optionee  during  the  life of the Optionee. More
     particularly,  but  without limitation of the foregoing, the Option may not
     be  assigned  or  transferred  except  as  provided  above and shall not be
     assignable  by  operation  of  law  and  shall not be subject to execution,
     attachment  or  similar  process.  Any  attempted  assignment,  transfer or
     distribution  contrary  to the provisions hereof shall be null and void and
     without  effect.

11.  ADJUSTMENT  UPON  CHANGE  OF  SHARES.  If  a  reorganization,  merger,
     ------------------------------------
     consolidation,  reclassification, recapitalization, combination or exchange
     of shares, stock split, stock dividend, rights offering, or other expansion
     or  contraction  of  the Common Stock of the Company occurs, the number and
     class  of  Shares for which Options are authorized to be granted under this
     Plan,  the  number  and  class of Shares then subject to Options previously
     granted  under  this Plan, and the price per Share payable upon exercise of
     each  Option outstanding under this Plan shall be equitably adjusted by the
     Committee  to  reflect  such  changes.  To  the extent deemed equitable and
     appropriate  by  the Committee or the Board, subject to any required action
     by  shareholders,  in  any


<PAGE>
     merger,  consolidation,  reorganization,  liquidation  or  dissolution, any
     Option  granted  under  the  Plan shall pertain to the securities and other
     property  to which a holder of the number of Shares of stock covered by the
     Option  would  have been entitled to receive in connection with such event.

12.  ACCELERATIONS  OF  OPTIONS  UPON  CHANGE  IN  CONTROL.  In the event that a
     -----------------------------------------------------
     Change  of  Control  has  occurred with respect to the Company, any and all
     Options  will  become  fully  vested  and immediately exercisable with such
     acceleration  to occur without the requirement of any further act by either
     the  Company  or  the  participant,  subject  to  Section  9  hereof.

13.  LIABILITY  OF  THE  COMPANY.  The  Company,  its  Parent and any Subsidiary
     ---------------------------
     that  is in existence or hereafter comes into existence shall not be liable
     to  any  person  for  any  tax consequences expected but not realized by an
     Optionee  or  other  person  due  to  the  exercise  of  an  Option.

14.  EXPENSES  OF  PLAN.  The  Company  shall bear the expenses of administering
     ------------------
     the  Plan.

15.  DURATION  OF  PLAN.  Options  may be granted under this Plan only within 10
     -----------------
     years  from  the  original  effective  date  of  the  Plan.

16.  AMENDMENT,  SUSPENSION  OR  TERMINATION  OF PLAN. The Board of Directors of
     ------------------------------------------------
     the  Company  may amend, terminate or suspend this Plan at any time, in its
     sole  and  absolute  discretion;  provided,  however,  that  to  the extent
     required to qualify this Plan under Rule 16b-3 promulgated under Section 16
     of  the  Exchange  Act, no amendment that would (a) materially increase the
     number  of  shares  of  Stock  that  may  be  issued  under  this Plan, (b)
     materially  modify  the requirements as to eligibility for participation in
     this  Plan,  or  (c) otherwise materially increase the benefits accruing to
     participants  under  this  Plan,  shall be made without the approval of the
     Company's  shareholders;  provided  further,  however,  that  to the extent
     required  to maintain the status of any Incentive Option under the Code, no
     amendment  that  would  (a)  change the aggregate number of shares of Stock
     which  may  be  issued  under  Incentive  Options,  (b) change the class of
     employees eligible to receive Incentive Options, or (c) decrease the Option
     price for Incentive Options below the Fair Market Value of the Stock at the
     time  it  is  granted,  shall be made without the approval of the Company's
     shareholders.  Subject  to  the  preceding sentence, the Board of Directors
     shall have the power to make any changes in the Plan and in the regulations
     and  administrative  provisions  under  it  or in any outstanding Incentive
     Option  as  in  the  opinion of counsel for the Company may be necessary or
     appropriate  from time to time to enable any Incentive Option granted under
     this Plan to continue to qualify as an incentive stock option or such other
     stock option as may be defined under the Code so as to receive preferential
     federal  income tax treatment. Notwithstanding the foregoing, no amendment,
     suspension  or  termination  of  the Plan shall act to impair or extinguish
     rights in Options already granted at the date of such amendment, suspension
     or  termination.

17.  FORFEITURE.  Notwithstanding  any  other  provisions  of  this Plan, if the
     ----------
     Committee  finds  by  a majority vote after full consideration of the facts
     that an Eligible Person, before or after termination of his employment with
     the  Company  or  an  Affiliate  for any reason (a) committed or engaged in
     fraud, embezzlement, theft, commission of a felony, or proven dishonesty in
     the  course of his employment by the Company or an Affiliate, which conduct
     damaged the Company or Affiliate, or disclosed trade secrets of the Company
     or  an  Affiliate,  or  (b)  participated,  engaged  in  or had a material,
     financial  or  other  interest,  whether as an employee, officer, director,
     consultant, contractor, shareholder, owner, or otherwise, in any commercial
     endeavor  anywhere which is competitive with the business of the Company or
     an  Affiliate  without the written consent of the Company or Affiliate, the
     Eligible  Person  shall  forfeit  all  outstanding  Options,  including all
     exercised  Options  and  other situations pursuant to which the Company has
     not  yet  delivered  a stock certificate. Clause (b) shall not be deemed to
     have  been  violated  solely by reason of the


<PAGE>
     Eligible  Persons  ownership  of  stock or securities of any publicly owned
     corporation,  if that ownership does not result in effective control of the
     corporation.

     The  decision  of the Committee as to the cause of an Employee's discharge,
     the  damage  done  to  the  Company  or  an Affiliate, and the extent of an
     Eligible  Persons  competitive  activity shall be final. No decision of the
     Committee,  however,  shall  affect  the  finality  of the discharge of the
     Employee  by  the  Company  or  an  Affiliate  in  any  manner.

18.  INDEMNIFICATION  OF  THE  COMMITTEE  AND  THE  BOARD  OF  DIRECTORS.  With
     -------------------------------------------------------------------
     respect  to  administration  of this Plan, the Company shall indemnify each
     present  and  future  member  of  the  Committee and the Board of Directors
     against,  and each member of the Committee and the Board of Directors shall
     be  entitled  without further act on his part to indemnity from the Company
     for,  all  expenses (including attorney's fees, the amount of judgments and
     the  amount  of approved settlements made with a view to the curtailment of
     costs  of  litigation,  other  than  amounts  paid  to  the Company itself)
     reasonably incurred by him in connection with or arising out of any action,
     suit,  or  proceeding in which he may be involved by reason of his being or
     having  been  a  member  of  the  Committee  and/or the Board of Directors,
     whether  or  not  he  continues  to be a member of the Committee and/or the
     Board  of  Directors  at  the  time  of  incurring the expenses, including,
     without limitation, matters as to which he shall be finally adjudged in any
     action, suit or proceeding to have been found to have been negligent in the
     performance  of  his  duty  as  a  member  of the Committee or the Board of
     Directors.  However, this indemnity shall not include any expenses incurred
     by  any member of the Committee and/or the Board of Directors in respect of
     matters  as  to  which  he shall be finally adjudged in any action, suit or
     proceeding to have been guilty of gross negligence or willful misconduct in
     the  performance  of his duty as a member of the Committee and the Board of
     Directors.  In  addition, no right of indemnification under this Plan shall
     be available to or enforceable by any member of the Committee and the Board
     of  Directors  unless, within 60 days after institution of any action, suit
     or  proceeding, he shall have offered the Company the opportunity to handle
     and  defend  same  at  its  own  expense. The failure to notify the Company
     within  60  days shall only affect a Director or committee members right to
     indemnification  if  said failure to notify results in an impairment of the
     Company's  rights  or  is  detrimental  to  the  Company.  This  right  of
     indemnification  shall  inure  to  the  benefit  of the heirs, executors or
     administrators  of  each member of the Committee and the Board of Directors
     and  shall  be  in  addition  to  all other rights to which a member of the
     Committee  and  the  Board of Directors may be entitled as a matter of law,
     contract,  or  otherwise.

19.  GENDER.  If  the  context  requires,  words of one gender when used in this
     ------
     Plan  shall  include  the  others  and words used in the singular or plural
     shall  include  the  other.

20.  HEADINGS. Headings of Articles and Sections are included for convenience of
     --------
     reference only and do not constitute part of the Plan and shall not be used
     in  construing  the  terms  of  the  Plan.

21.  OTHER  COMPENSATION  PLANS.  The  adoption  of  this Plan or any Amendments
     --------------------------
     shall not affect any other stock option, incentive or other compensation or
     benefit  plans  in  effect  for the Company or any Affiliate, nor shall the
     Plan preclude the Company from establishing any other forms of incentive or
     other compensation for employees of the Company or any Affiliate.

22.  OTHER  OPTIONS  OR  AWARDS.  The  grant  of  an  Option  or Award shall not
     --------------------------
     confer  upon  the  Eligible Person the right to receive any future or other
     Options  or Awards under this Plan, whether or not Options or Awards may be
     granted  to  similarly  situated  Eligible Persons, or the right to receive
     future  Options  or  Awards upon the same terms or conditions as previously
     granted.

23   GOVERNING  LAW.  The  provisions  of  this  Plan  shall  be  construed,
     --------------
     administered, and governed under the laws of the State of Texas.


<PAGE>

</TEXT>
</DOCUMENT>
