<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>ex99_2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
THIS  CONVERTIBLE  DEBENTURE  AND  THE COMMON SHARES ISSUABLE UPON CONVERSION OF
THIS  CONVERTIBLE DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933,  AS  AMENDED  ("ACT"),  OR  ANY  STATE SECURITIES LAWS.  THIS  CONVERTIBLE
DEBENTURE  AND  THE  COMMON  SHARES ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE
DEBENTURE  MAY  NOT  BE  SOLD,  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE  OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS CONVERTIBLE DEBENTURE
AND  THE  COMMON  SHARES  ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE DEBENTURE
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
REASONABLY  SATISFACTORY  TO  RICKS  CABARET  INTERNATIONAL,  INC.  THAT  SUCH
REGISTRATION  IS  NOT  REQUIRED.


CERTIFICATE  -RCI-C.D.  NO.  501


                             CONVERTIBLE  DEBENTURE
                                       OF
                       RICK'S CABARET INTERNATIONAL, INC.

     FOR VALUE RECEIVED, RICK'S CABARET INTERNATIONAL, INC., a Texas corporation
with  its  principal  office  located at 10959 Cutten Road, Houston, Texas 77066
(the "COMPANY"), unconditionally promises to pay to Ralph McElroy, whose address
is  1211  Choquette,  Austin,  Texas  78757,  or  the  registered assignee, upon
presentation  of  this Convertible Debenture (the "DEBENTURE") by the registered
holder  hereof (the "HOLDER") at the office of the Company, the principal sum of
$600,000.00  (the  "PRINCIPAL  AMOUNT"),  together  with  any accrued and unpaid
interest  thereon  and other sums as hereinafter provided on April 30, 2008 (the
"MATURITY  DATE"),  if  not  sooner  paid.

     The  following  terms  shall  apply  to  this  Debenture:

     1.     PRINCIPAL  AND  INTEREST.
            ------------------------

     (a)     Interest  on  the  Principal  Amount outstanding hereunder shall be
paid in cash, monthly, in arrears, at the rate of twelve percent (12%) per annum
from the date of issuance  commencing with the first monthly payment due June 1,
2006  and  monthly  payments  thereafter due on the first day of each successive
month  ("INTEREST  PAYMENT DATE"), to the person in whose name(s) such Debenture
is  registered  at  the  close of business on the 15th day immediately preceding
such  Interest  Payment  Date  (the  "RECORD  DATE");


                                        1
<PAGE>
     (b)     The  Company  shall  pay to the Holder the Principal Amount of this
Debenture  and  all  interest accrued thereon, but not yet paid, on the Maturity
Date,  subject  to  any  of  the  events  specified  below:

          (i)     The  Company  in  its sole discretion chooses to redeem all or
any  part  of  the  outstanding  Principal  Amount  in accordance with Section 3
hereof;  or

          (ii)     The  Holder  in its sole discretion chooses to convert all or
any  portion  of  the  outstanding Principal Amount in accordance with Section 4
hereof.

     2.     PAYMENT.  Payment  of  any sums due to the Holder under the terms of
            -------
this  Debenture shall be made in United States Dollars by check or wire transfer
at  the  option of the Company.  Payment shall be made to any account or address
designated  by  the  Holder any time prior to any payment due hereunder.  If any
payment hereunder would otherwise become due and payable on a day on which banks
are  closed  or  permitted  to  be  closed in Houston, Texas, such payment shall
become  due  and  payable on the next succeeding day on which banks are open and
not  permitted to be closed in Houston, Texas ("Business Day").  The Company may
prepay  all  or  any  part  of  the  principal of this Debenture before maturity
without penalty, and interest shall immediately cease to accrue on any amount so
prepaid.

     3.     THE  COMPANY'S  OPTION  TO REDEEM.  The Debenture will be subject to
            ---------------------------------
redemption  at  the  option  of the Company, in whole or in part, at 100% of the
principal  face  amount  of  the  Debenture redeemed plus any accrued and unpaid
interest  (the  "REDEMPTION  AMOUNT")  on  the  Redemption  Payment  Date  (as
hereinafter  defined),  at any time and from time to time, upon not less than 10
nor  more  than  30  days  notice  to  the  Holder.

     The Company shall deliver to the Holder a written Notice of Redemption (the
"NOTICE  OF REDEMPTION") specifying the date for the redemption (the "REDEMPTION
PAYMENT  DATE"), which date shall be at least 10 but not more than 30 days after
the  date  of  the Notice of  Redemption (the "REDEMPTION PERIOD").  A Notice of
Redemption  shall not be effective with respect to any portion of this Debenture
for  which  the  Holder  has  previously  delivered  a  Notice of Conversion (as
hereinafter  defined)  or  for  conversions  elected  to  be  made by the Holder
pursuant to Section 4 during the Redemption Period.  The Redemption Amount shall
be  determined  as  if  the  Holder's  conversion  elections  had been completed
immediately  prior  to  the date of the Notice of Redemption.  On the Redemption
Payment  Date,  the  Redemption Amount must be paid in good funds to the Holder.
In  the  event  the Company fails to pay the Redemption Amount on the Redemption
Payment  Date as set forth herein, then such Redemption Notice shall be null and
void.  After  the  Redemption  Payment Date, unless the Company shall default in
the  payment  of  the  Redemption  Amount,  interest will cease to accrue on the
Debenture  or  the  portion  thereof  called  for  redemption.


                                        2
<PAGE>
     4.     CONVERSION  RIGHTS  OF  HOLDER.
            ------------------------------

     (a)     Conversion.  The  Holder  of this Debenture will have the right, at
             ----------
the  Holder's  option,  to  convert  all  or any portion of the Principal Amount
hereof  (subject  to  the limitations set forth in Section 4(b)), into shares of
Common  Stock  at  any  time  prior to maturity (unless earlier redeemed) at the
Conversion  Price of $6.55 per share (subject to adjustment as described below).
The  right  to  convert  the  Principal  Amount  of  this  Debenture  called for
redemption  will terminate at the close of business on the business day prior to
the  Redemption Payment Date for such Debenture, unless the Company subsequently
fails to pay the applicable Redemption Amount.  The shares of common stock to be
issued  upon  such  conversion  are  hereinafter  referred to as the "CONVERSION
SHARES".

     (b)     Conversion  Restrictions  and  Limitations.  If the Company has not
             ------------------------------------------
previously  obtained  Shareholder  Approval  (as  defined  below), the number of
shares  of  Common  Stock  that  may be issued by the Company or acquired by the
Holder  upon  any  conversion  of  this Debenture shall be limited to the extent
necessary  to insure that, following such conversion, the total number of shares
of Common Stock then beneficially owned by the Holder and any Affiliates and any
other  Persons  whose  beneficial  ownership of Common Stock would be aggregated
with  the  Holder's for purposes of Section 13(d) of the Securities Exchange Act
of  1934,  as  amended, does not exceed 19.99% of the total number of issued and
outstanding  shares  of  the Company's Common Stock ("MAXIMUM AMOUNT ISSUABLE").
Shareholder  Approval  is  defined  as  obtaining  the  vote  of  the  Company's
shareholders  as may be required by the applicable rules of the Nasdaq Small Cap
Market  to  approve  the  issuance  of  shares  of Common Stock in excess of the
Maximum  Amount  Issuable.

      (c)     Mechanics  of  Holder's  Conversion.  In the event that the Holder
              -----------------------------------
elects to convert this Debenture into Common Stock, the Holder shall give notice
of  such  election  by delivering an executed and completed notice of conversion
("NOTICE  OF  CONVERSION")  to  the  Company and such Notice of Conversion shall
provide  a  breakdown in reasonable detail of the Principal Amount that is being
converted.  In the event that the Holder elects to convert only a portion of the
Debenture,  then  the  Holder shall also forward and surrender this Debenture to
the  Company  with  the  Notice  of  Conversion.  On  each  Conversion  Date (as
hereinafter defined) and in accordance with its Notice of Conversion, the Holder
shall  make  the appropriate reduction to the Principal Amount as entered in its
records  and shall provide written notice thereof to the Company within five (5)
business  days  after  the  Conversion  Date.  Each  date  on  which a Notice of
Conversion  is  delivered  or  telecopied  to the Company in accordance with the
provisions  hereof shall be deemed a Conversion Date (the "CONVERSION DATE").  A
form  of  Notice  of Conversion is annexed hereto as Exhibit A.  Pursuant to the
                                                     ---------
terms  of  the  Notice of Conversion, the Company will issue instructions to the
transfer  agent  as  soon  as  practicable thereafter, to cause to be issued and
delivered  to  such  Holder  certificates  for  the  number  of  full  shares of
Conversion  Shares  to  which such Holder shall be entitled as aforesaid and, if
necessary,  a  new  Debenture  representing  any  unconverted  portion  of  this
Debenture.  The  Company  shall  not  issue  fractional  Conversion  Shares upon
conversion,  but  the  number  of Conversion Shares to be received by any Holder
upon  conversion  shall  be rounded down to the next whole number and the Holder
shall  be entitled to payment of the remaining principal amount in cash.  In the
case  of  the  exercise of the conversion rights set forth herein the conversion
privilege  shall  be  deemed  to  have


                                        3
<PAGE>
been  exercised and the Conversion Shares issuable upon such conversion shall be
deemed to have been issued upon the date of receipt by the Company of the Notice
of  Conversion.  The  Holder  shall  be  treated  for all purposes as the record
holder  of the Conversion Shares, unless the Holder provides the Company written
instructions  to  the  contrary.

     (d)     Adjustment Provisions.  The Conversion Price and number and kind of
             ---------------------
shares  or  other securities to be issued upon conversion determined pursuant to
this  Debenture  shall  be  subject  to  adjustment  from  time to time upon the
happening  of certain events while this conversion right remains outstanding, as
follows:

          (i)     Reclassification.  In  case  of  any  reclassification,
                  ----------------
consolidation or merger of the Company with or into another entity or any merger
of another entity with or into the Company, or in the case of any sale, transfer
or conveyance of all or substantially all of the assets of the Company (computed
on  a  consolidated  basis),  each  Debenture then outstanding will, without the
consent  of  any  Holder,  become  convertible  only into the kind and amount of
securities,  cash  or  other  property  receivable  upon  such reclassification,
consolidation, merger, sale, transfer or conveyance by a Holder of the number of
shares  of  Common  Stock  into which such Debenture was convertible immediately
prior  thereto,  after  giving  effect  to  any  adjustment  event.

          (ii)     Stock  Splits, Combinations and Dividends.   If the shares of
                   -----------------------------------------
Common  Stock  are  subdivided  or  combined into a greater or smaller number of
shares  of  Common  Stock,  or  if a dividend is paid on the Common Stock or any
preferred  stock issued by the Company in shares of Common Stock, the Conversion
Price shall be proportionately reduced in case of subdivision of shares or stock
dividend  or  proportionately increased in the case of combination of shares, in
each  such  case  by  the ratio which the total number of shares of Common Stock
outstanding  immediately after such event bears to the total number of shares of
Common  Stock  outstanding  immediately  prior  to  such  event.

     (e)     Issuance  of  New  Debenture.  Upon  any partial conversion of this
             ----------------------------
Debenture,  a  new  Debenture  containing  the  same date and provisions of this
Debenture  shall,  at the request of the Holder, be issued by the Company to the
Holder  for the principal balance of this Debenture and interest which shall not
have  been  converted or paid.  The Company shall not pay any costs, fees or any
other  consideration  to  the  Holder  for  the production and issuance of a new
Debenture.

     (f)     Interest  on Payment Date.   In the case of any Debenture which has
             -------------------------
been converted after any Record Date, but on or before the next Interest Payment
Date,  the  interest due on such Interest Payment Date, shall be payable on such
Interest  Payment  Date  notwithstanding such conversion.  The interest shall be
paid  in  cash  on  the  Interest  Payment  Date.

      (g)     Reservation of Shares.  The Company shall at all times reserve for
              ---------------------
issuance  and  maintain  available,  out  of  its authorized but unissued Common
Stock, solely for the purpose of effecting the full conversion of the Debenture,
the full number of shares of Common Stock deliverable upon the conversion of the
Debenture  from  time  to  time outstanding. The Company shall from time to time
(subject  to obtaining necessary director and stockholder action), in accordance


                                        4
<PAGE>
with the laws of the State of Texas, increase the authorized number of shares of
its  Common  Stock  if at any time the authorized number of shares of its Common
Stock remaining unissued shall not be sufficient to permit the conversion of the
Debenture.

     5.     SECURITY.  This  Debenture  shall  be  secured  by  a  deed of trust
            --------
covering  the  property  located  at  9009  Airport  Blvd,  Houston  Texas.

     6.     EVENTS  OF DEFAULTS AND REMEDIES.  The following are deemed to be an
            --------------------------------
event  of default ("Event of Default") hereunder: (i) the failure by the Company
to  pay any installment of interest on the Debenture as and when due and payable
and  the  continuance  of  any such failure for 30 days, (ii) the failure by the
Company to pay all or any part of the principal on the Debenture when and as the
same become due and payable at maturity, by acceleration or otherwise, (iii) the
failure  of  the  Company to perform any conversion of Debentures required under
the  Debenture  and  the  continuance  of any such failure for 30 days, (iv) the
failure  by  the  Company  to observe or perform any other covenant or agreement
contained  in  the Debenture and the continuance of such failure for a period of
30 days after the written notice is given to the Company by the Holders, (v) the
assignment by the Company for the benefit of creditors, or an application by the
Company  to  any  tribunal  for  the  appointment  of a trustee or receiver of a
substantial  part  of  the  assets  of  the  Company, or the commencement of any
proceedings  relating  to  the  Company  under  any  bankruptcy, reorganization,
arrangement, insolvency, readjustment of debts, dissolution or other liquidation
law  of any jurisdiction; or the filing of such application, or the commencement
of  any such proceedings against the Company and an indication of consent by the
Company  to such proceedings, or the appointment of such trustee or receiver, or
an  adjudication  of  the  Company  bankrupt  or  insolvent,  or approval of the
petition  in any such proceedings, and such order remains in effect for 60 days;
or (vi) a default in the payment of principal or interest when due which extends
beyond  any stated period of grace applicable thereto or an acceleration for any
other  reason  of maturity of any indebtedness for borrowed money of the Company
with  an  aggregate  principal  amount  in  excess  of  $750,000 and (vii) final
unsatisfied  judgments  not  covered  by  insurance  aggregating  in  excess  of
$750,000, at any one time rendered against the Company and not stayed, bonded or
discharged  within  75  days.

     If  an  Event  of  Default occurs and is continuing (other than an Event of
Default  specified  in  clause  (v)  above with respect to the Company), then in
every such case, unless the principal shall have already become due and payable,
the  Holder  of  the  Debenture  then  outstanding,  by notice in writing to the
Company  (an  "Acceleration  Notice"), may declare all principal and accrued and
unpaid  interest  thereon  to  be  due  and payable immediately.  If an Event of
Default  specified  in  clause (v) above occurs with respect to the Company, all
principal  and  accrued  and unpaid interest thereon will be immediately due and
payable on the outstanding Debenture without any declaration or other act on the
part  of  the  Holder.  The Holder is authorized to rescind such acceleration if
all  existing Events of Default, other than the non-payment of the principal and
interest  on  the  Debenture  which have become due solely by such acceleration,
have  been  cured  or  waived.


                                        5
<PAGE>
     7.     LIMITATION  ON  MERGER, SALE OR CONSOLIDATION.  The Company may not,
            ---------------------------------------------
directly  or  indirectly, consolidate with or merge into another person or sell,
lease,  convey or transfer all or substantially all of its assets (computed on a
consolidated  basis),  whether  in  a  single transaction or a series of related
transactions,  to  another  person or group of affiliated persons, unless either
(a)  in  the  case  of  a  merger or consolidation, the Company is the surviving
entity  or (b) the resulting, surviving or transferee entity is a corporation or
limited  liability  company  organized under the laws of any state of the United
States and expressly assumes by supplemental agreement all of the obligations of
the  Company  in  connection  with  the  Debenture.

     Upon  any  consolidation  or merger or any transfer of all or substantially
all of the assets of the Company in accordance with the foregoing, the successor
corporation  or  limited  liability company formed by such consolidation or into
which the Company is merged or to which such transfer is made, shall succeed to,
and  be  substituted  for, and may exercise every right and power of the Company
under  the  Debenture  with  the same effect as if such successor corporation or
limited liability company had been named therein as the Company, and the Company
will  be  released  from  its  obligations under the Debenture, except as to any
obligations  that  arise  from  or  as  a  result  of  such  transaction.

     8.     REGISTRATION  RIGHTS.
            ---------------------

          (a)  In  the  event that the Company files a Registration Statement to
register  shares of its Common Stock with the Securities and Exchange Commission
on  Form  SB-2, S-3 or other similar form (except for Form S-8 or Form S-4) than
the  Company  will undertake to use its best efforts to register for resale from
time  to  time  by  the Holder all of the shares into which the Debenture may be
converted under the same Registration Statement.  The Company shall use its best
efforts  to  cause  the  Registration  Statement  to  become effective under the
Securities  Act  as  promptly  as  is  practicable  and to keep the Registration
Statement  continuously  effective  under the Securities Act for a period of the
earlier  of  (i)  three  years  from the effective date or (ii) until all of the
shares  which  were  registered  for  resale  have  been  sold.

          (b)     From time to time, the Company shall prepare and file with the
SEC  a post-effective amendment to the Registration Statement or a supplement to
the related Prospectus or a supplement or amendment to any document incorporated
therein  by  reference or any other required document, so that such Registration
Statement  will  not  contain any untrue statement of a material fact or omit to
state  a  material  fact  required to be stated therein or necessary to make the
statements  therein  not  misleading,  and  so  that, as thereafter delivered to
purchasers  of  the  securities  being sold thereunder, such Prospectus will not
contain any untrue statement of a material fact or omit to state a material fact
required  to  be  stated therein or necessary to make the statements therein, in
light  of  the circumstances under which they were made, not misleading; provide
the  Holder  copies  of  any documents filed in such numbers as the Holder shall
reasonably request; and inform the Holder that the Company has complied with its
obligations  and  that  the Registration Statement and related Prospectus may be
used  for  the purpose of selling all or any of such securities (or that, if the
Company has filed a post-effective amendment to the Registration Statement which
has  not  yet  been


                                        6
<PAGE>
declared  effective, the Company will notify the Holder to that effect, will use
its  best  efforts  to  secure promptly the effectiveness of such post-effective
amendment  and  will  immediately  so  notify  the Holder when the amendment has
become  effective).

     9.     NO  PERSONAL  LIABILITY  OF  SHAREHOLDERS,  OFFICERS, DIRECTORS.  No
            ---------------------------------------------------------------
recourse  shall  be had for the payment of the principal or the interest on this
Debenture,  or  for any claim based thereon, or otherwise in respect thereof, or
based  on  or  in  respect  of  any  Debenture supplemental thereto, against any
incorporator,  stockholder,  officer,  or director (past, present, or future) of
the  Company, whether by virtue of any constitution, statute, or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being  by  the acceptance hereof, and as part of the consideration for the issue
hereof,  expressly  waived  and  released.

     10.     LISTING  OF REGISTERED HOLDER OF DEBENTURE.  This Debenture will be
             ------------------------------------------
registered  as to principal in the  Holder's name on the books of the Company at
its  principal office in Houston, Texas, after which no transfer hereof shall be
valid  unless  made  on the Company's books at the office of the Company, by the
Holder  hereof,  in  person,  or  by  attorney  duly  authorized in writing, and
similarly  noted  hereon.

     11.     GOVERNING  LAW;  CONSENT  TO JURISDICTION.  THIS DEBENTURE SHALL BE
             -----------------------------------------
GOVERNED  BY  AND  CONSTRUED  IN  ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
WITHOUT  REGARD  TO  THE  CONFLICT  OF  LAWS  PROVISIONS  THEREOF.

     12.     AMENDMENT  AND  WAIVER.  Any waiver or amendment hereto shall be in
             ----------------------
writing signed by the Holder.  No failure on the part of the Holder to exercise,
and  no  delay  in  exercising,  any  right  hereunder shall operate as a waiver
thereof,  nor  shall  any  single or partial exercise by the Holder of any right
hereunder  preclude any other or further exercise thereof or the exercise of any
other  rights.  The remedies herein provided are cumulative and not exclusive of
any  other  remedies  provided  by  law.

     13.     RESTRICTIONS  AGAINST  TRANSFER  OR  ASSIGNMENT.
             -----------------------------------------------

     (a)     This  Debenture  may  not  be sold, transferred, assigned, pledged,
hypothecated  or otherwise disposed of by the registered Holder hereof, in whole
or  in  part,  unless  and  until  either  (i)  the  Debenture has been duly and
effectively  registered for resale under the Securities Act of 1933, as amended,
and  under  any  then  applicable  state securities laws; or (ii) the registered
Holder  delivers to the Company a written opinion acceptable to its counsel that
an  exemption from such registration requirements is then available with respect
to  any  such proposed sale or disposition.  The Company has the absolute right,
in  its  sole  discretion, to approve or disapprove such transfer.  Any transfer
otherwise  permissible  hereunder  shall be made only at the principle office of
the  Company  upon  surrender  of  this  Debenture for cancellation and upon the
payment  of any transfer tax or other government charge connected therewith, and
upon  any  such  transfer  a  new  Debenture or Debentures will be issued to the
transferee  in exchange therefor.The transferee of this Debenture shall be bound


                                        7
<PAGE>
by  the  provisions  of  this  Debenture.  The  register of the transfer of this
Debenture  shall  occur  upon  the  delivery  of this Debenture, endorsed by the
registered  Holder or his duly authorized attorney, signature guaranteed, to the
Company  or  its  transfer  agent.  Each  Debenture  instrument  issued upon the
transfer  of  this  Debenture shall have the restrictive legend contained herein
conspicuously  imprinted  on  it.

     (b)     In  the  event the Company successfully effects registration of the
Common  Stock  into which this Debenture is convertible, the Company may stop or
prevent  the transfer of such Common Stock for a period not to exceed 60 days in
the  event  the  Company  files  a  registration  statement  for the sale of its
securities,  and  for  an  indefinite period of time if the Company, in its sole
discretion,  believes  that  such  security  holder  has  material  non-public
information.

     14.     ENTIRE  AGREEMENT; HEADINGS.  This Debenture constitutes the entire
             ---------------------------
agreement  between  the  Holder and the Company pertaining to the subject matter
hereof  and supersedes all prior and contemporaneous agreements, representations
and  understandings,  written  or  oral,  of such parties.  The headings are for
reference purposes only and shall not be used in construing or interpreting this
Debenture.

     15.     NOTICES.  All  notices and other communications provided for herein
             -------
shall  be  in  writing  and shall be deemed to have been duly given if delivered
personally, transmitted by facsimile transmission (fax) or sent by registered or
certified  mail,  return  receipt  requested,  postage prepaid, or overnight air
courier  guaranteeing  next  day  delivery:

          (a)     If  to  the  Company,  to  it  at  the  following  address:

                                10959 Cutten Road
                              Houston, Texas 77066
                                Attn: Eric Langan
                               (fax) 281-397-6765

          (b)     If  to  registered  Holder,  then to the address listed on the
     front of this Debenture, unless changed, by notice in writing as provided
     for herein.

A  notice  or  communication  will be effective (i) if delivered in person or by
overnight  courier,  on the business day it is delivered, (ii) if transmitted by
telecopier,  on  the  business  day of actual confirmed receipt by the addressee
thereof,  and  (iii) if sent by registered or certified mail, three (3) business
days  after  dispatch.


                                        8
<PAGE>
     IN  WITNESS  WHEREOF,  Ricks  Cabaret  International,  Inc. has caused this
Debenture  to  be duly executed in its corporate name by the manual signature of
its  President, and a facsimile of its corporate seal to be impressed, imprinted
or  engraved  hereon,  attested  by  the  manual  signature  of  its  Secretary.


Dated:                   ,  2006.
           --------------

                                      RICK'S  CABARET  INTERNATIONAL,  INC.

Witnessed:
                                      /s/  Eric  Langan
----------------------------          ------------------------------------------
                                      Eric  Langan
----------------------------          President  and  Chief  Executive  Officer
Witness


                                        9

</TEXT>
</DOCUMENT>
