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
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