Exhibit  10.4


                              MANAGEMENT AGREEMENT

     THIS  MANAGEMENT  AGREEMENT  ("Agreement") is made and entered into on this
6th  day  of  July,  2000  (the  "Effective  Date"), by and between RCI INTERNET
HOLDINGS,  INC.,  a  Texas  corporation  (the  "Owner")  and  NATIONAL TELEMEDIA
CORPORATION,  a  California  corporation  (the  "Manager").

                              W I T N E S S E T H :

     WHEREAS,     the  Owner,  Rick's Cabaret International, Inc. ("Rick's") and
Voice  Media,  Inc., an affiliate of the Manager, entered into an Asset Purchase
Agreement (the "Purchase Agreement") of even date herewith pursuant to which the
Owner  acquired  certain  tangible  and  intangible assets of Voice Media, Inc.,
including but not limited to, the Internet website known as XXXPassword.com (the
"Site");  and

     WHEREAS,  the Owner, pursuant to the Purchase Agreement, now owns the Site;
and

     WHEREAS,  the Owner desires to retain the services of the Manager to act as
its  exclusive  agent  in  the construction, management, operation, maintenance,
marketing  and  distribution  of  the  Site;  and

     WHEREAS,  the  Manager  and  its related entities desire and have agreed to
provide  advertising  and  marketing services for the Site, including the use of
its  webmaster  affiliate  programs;  and

     WHEREAS,  the  Manager desires to provide such non-exclusive management and
marketing  services  for  the  Owner;  and

     WHEREAS,  the  Owner  and  the  Manager  have  agreed  upon  the  terms and
conditions  upon  which  the  Manager  shall manage and operate the Site, as set
forth  below.

     NOW,  THEREFORE,  for  and  in  consideration  of  the mutual covenants and
agreements  herein contained, and for other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
mutually  agree  as  follows:

     1.     APPOINTMENT  AND ACCEPTANCE.  The Owner hereby appoints the Manager,
and  the  Manager  hereby  accepts  appointment,  on  the  terms  and conditions
hereinafter  provided,  as  the  Owner's  exclusive  managing  agent  for  the
construction,  management, operation, maintenance, marketing and distribution of
the  Site.

     2.     OBLIGATIONS  OF  MANAGER.  The  Manager  shall  render the following
services  and  shall  perform  the following duties for the Owner in a faithful,
diligent  and  efficient  manner:


<PAGE>
     (a)  IN GENERAL.  The Manager shall be solely and  exclusively  responsible
          for  all   management,   operational,   marketing,   maintenance   and
          distribution  activities with respect to the Site, including,  but not
          limited to, such activities as are more specifically  described below.
          The Manager shall use its best efforts at all times during the term of
          this  Agreement  to operate and  maintain  the Site  according  to the
          highest standards  achievable  consistent with the overall plan of the
          Owner.  The  Manager  shall  comply  with  the  rules,   policies  and
          procedures  promulgated  for the Site by the  Owner  from time to time
          following Manager's receipt of written notice of such rules,  policies
          and procedures.  The Manager shall be expected, for the account and at
          the expense of the Owner,  to perform such other acts and deeds as are
          reasonable,  necessary and proper in the discharge of its duties under
          this Agreement.

     (b)  CONSTRUCTION.  The Manager shall cause the Site to be  constructed  to
          such   specifications  as  the  Owner  shall  direct,   including  the
          engagement  of  programmers  and  contractors,  for the account of the
          Owner,  as shall be required to  accomplish  the  construction  of the
          Site.

     (c)  ADVERTISING AND MARKETING.  The Manager and its affiliates,  including
          Voice Media, Inc., shall advertise, market, distribute and promote the
          Site with the goal of causing public  knowledge,  awareness and use of
          the Site, including the marketing and distribution of the Site through
          the use of the  webmaster  affiliate  programs  of the Manager and the
          affiliates of the Manager, including Voice Media, Inc.

     (d)  MANAGEMENT.  The Manager shall manage,  operate,  market, and maintain
          the Site, including, but not limited to, arranging for and supervising
          any and all  improvements  to the Site  which  are  determined  by the
          Owner, including but not limited to:

          (i)  To make or cause to be made in the  name of Owner  such  ordinary
               repairs or alterations to the Site as may be necessary;

          (ii) To  make  or  cause  to  be  made  in  the  name  of  Owner  such
               modifications,  improvements  or expansions of the Site as may be
               necessary or helpful,  including  technical  support and customer
               support;

          (iii)To request,  demand,  collect,  receive and give receipts for any
               and  all  charges  which  become  due  from  users  of the  Site,
               including payment processing and reporting,  as well as providing
               technical   support,   customer   support  and  online  reporting
               capability  and  capacity.  All  sums of money  collected  by the
               Manager from users of the Site or from the  operation of the Site
               shall  be  deposited  by  the  Manager  in a bank  account  to be
               designated  by the Owner and opened in the name of the Owner upon
               which both the Owner and the Manager shall be  signatories on the
               account,   either  one  acting  alone.   Manager  shall  maintain
               possession of the checkbook for the bank account;


                      MANAGEMENT  AGREEMENT  -  PAGE  2
<PAGE>
          (iv) The Manager  shall  maintain a  comprehensive  system of records,
               books and accounts,  with respect to the activities and operation
               of the Site.  All records shall be subject to  examination by the
               Owner, or its authorized agents, attorneys and accountants as set
               forth in Section 7 hereof. No later than the twentieth (20th) day
               of each month,  with respect to the preceding  month, the Manager
               shall  render  a  statement  of  receipts  and  disbursements,  a
               schedule of accounts  receivable  and  payable,  together  with a
               reconciled bank statement as of the last day of the month; and

          (v)  To the extent  Manager is lawfully  able to do so,  Manager shall
               take such action as may be necessary to comply  promptly with any
               and all laws,  ordinances,  orders or other  requirements  of any
               federal, state, county or municipal authority having jurisdiction
               of the Site and affecting the Site.

     3.     EXPENDITURES.  Except  as  provided  in Section 2 of this Agreement,
the  Manager  shall make no expenditure for the account of the Owner without the
prior  written  approval  of  the  Owner.

     4.     PAYMENT  OF  RECEIPTS  TO OWNER.  No later than the 20th day of each
month  the  Manager,  in  addition  to  rendering  a  statement  of receipts and
disbursements  with respect to the collection of charges and fees from the Site,
shall pay to the Owner and the Manager the Free Net Cash Flow (as defined below)
of  all  Internet  commerce  generated by the Site during the preceding month in
accordance  with this Section 4.  For purposes of this Agreement, the term "Free
Net  Cash  Flow" shall be defined as cash proceeds less variable costs, overhead
costs  and  payment  of  income taxes due.  Cash Proceeds shall be the aggregate
amount  of  all  cash  received  from, without limitation, cash sales, credit or
charge  card  sales,  sales  on  open account or any combination of the same and
other  such  sources less refunds and customer credits.  Variable Costs shall be
the  aggregate amount of all charges or reduction of proceeds by the credit card
processor/merchant  bank  and  the  cost  paid to webmasters as a commission for
traffic  sent  to the website.  Without limitation, such processor/merchant bank
costs  shall  include  discounts,  fees,  chargebacks,  fines and all other such
costs.  In  the event that the third party processor/merchant bank shall require
a  reserve  fund,  for  the  purposes  of  this  Agreement,  said  fund shall be
considered  a Variable Cost.  To the extent reserve funds are recovered from the
credit  card  processor/merchant  bank and available for distribution, then such
amount shall be deemed Cash Proceeds available for distribution.  Overhead Costs
shall  be  the aggregate amount of all charges for third party content licensing
fees,  bandwidth  charges  and  the  Management Fee as contemplated by Section 7
hereof.  The  parties  hereto  acknowledge  that  to  the  extent  the  specific
identification  of  third  party content costs is impractical, they agree to the
allocation  of the actual costs based on the percentage of Password sales to the
combined  sales  of  all  websites  of  Seller  benefiting from such third party
content.


                      MANAGEMENT  AGREEMENT  -  PAGE  3
<PAGE>
     With  respect  to  the  payment  of  income taxes due, the parties agree to
retain  a  reserve in an amount of the Cash Proceeds equal to 35%.  In the event
the  federal tax liability for the corresponding fiscal year is determined to be
less  than  the  amount held in reserve, then such amount shall become available
for  distribution  to  the  Seller  and  RCI.

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

     Upon  completion  of  the monthly accounting, 50% of the Free Net Cash Flow
shall  be distributed to Voice Media, Inc. as payment for its Earn Out Amount in
accordance  with  Section  3.1(ii)  of  the  Purchase Agreement and 50% shall be
distributed  to RCI.  Said distribution shall normally be made  prior to the end
of  the  month  in  which the accounting is completed, provided however that the
parties  hereto,  utilizing  good  business judgment, may determine to delay the
total  amount  of  the  distribution  for  such  month  until  some  later date.

     5.     AGENCY  RELATIONSHIP.  Everything  done  by  the  Manager  under the
provisions  of  this  Agreement  shall  be  done  as agent of the Owner, and all
obligations or expenses incurred thereunder shall be for the account, on behalf,
and  at  the  expense  of  the  Owner.  Any  payments  to be made by the Manager
hereunder shall be made out of such sums as are made available to the Manager by
the Owner or from the bank account referred to in Section 2(d)(iii), and, except
as  set  forth  in  Section  4 above, it is agreed that the Manager shall not be
obligated  to  expend  its  own  funds  for  any  payments  which the Manager is
authorized  to  make  hereunder.

     6.     TERM  OF  AGREEMENT.  This Agreement shall effective for a period of
one  year  from  the  Effective  Date  (the  "Term")  and shall be renewable for
successive  additional  one  year  terms, unless terminated in writing by either
party  thirty (30) days prior to the end of the respected year.  Notwithstanding
the  foregoing,  this  Agreement  shall be subject to cancellation by either the
Manager or the Owner in the event of a material breach by the other party, which
breach  is  not cured within thirty (30) days of the party seeking to cancel the
Agreement  providing  written  notice of such material breach to the other party
and such other party failing to cure the breach within said period.  The written
notice  shall  provide  specific  details  of  the  breach which resulted in the
sending  of  the  written  notice  of  cancellation.

     7.     COMPENSATION  OF  MANAGER.  The Manager shall be entitled to receive
as  compensation  for  its  management  services  of  the  Site pursuant to this
Agreement  a  fixed fee in the amount of $22,500 per month, which management fee
includes all costs of managing and operating the Site except as otherwise stated
in this Agreement or the Purchase Agreement (the "Management Fee").  The Manager
and  Owner agree that if the expenses included in the Management Fee increase or
decrease they will review and adjust the Management Fee in good faith, but in no
event  less  frequently  than once a year.  The Manager shall be entitled to pay
such  fees  to  itself  from  the funds on deposit in the account referred to in
Section  2(d)(iii)  hereof.


                      MANAGEMENT  AGREEMENT  -  PAGE  4
<PAGE>
     At  Owner's  election  and  cost, Owner shall have the right to inspect and
audit  the books and records of the Manager as they relate to the Site.  Manager
agrees  to make such books and records available to Owner at the Manager's place
of  business or such other reasonable location during normal business hours.  In
the event a determination is made that there has been a misstatement of reported
net  cash  receipts  equal  to  or greater than 10%, the Manager shall reimburse
Owner  for  such cost of audit and such cost shall not be considered or included
in  the  operating expenses of the Site.  Owner agrees to provide at least three
days  notice  before  conducting  such  audit.  For purposes of ascertaining the
amount payable under this Paragraph 7, if any, Manager and the Owner shall keep,
for a period of not less than three (3) years immediately following the close of
each  fiscal  year,  all pertinent original records, accounts and daily receipts
from  all sales and other transactions conducted with respect to the Site during
such three (3) year period. Any portion of the books and records of Manager that
have  been  audited  pursuant to this Section shall not be audited again, unless
required  or  necessary  to  comply  with  any  securities  or  other regulatory
requirements.  Such audit shall be deemed conclusive once disputes, if any, with
respect  to  such  portions  of  the  books  and  records  have  been  resolved.

     8.   INDEMNIFICATION.

          (a)  The Manager shall  indemnify,  defend and hold harmless the Owner
               from and against any and all claims, demands, liabilities,  costs
               (including,  without  limitation,  the  cost  of  litigation  and
               attorney's  fees),  damages  and causes of action,  of any nature
               whatsoever which arise out of or are incidental to the management
               of the Site by the Manager and which are based on or attributable
               to the  Manager's (i)  negligence,  fraud,  deceptive  practices,
               deceit or willful misconduct,  or (ii) breach of any provision of
               this Agreement or any fiduciary duty. The indemnification  rights
               herein  contained shall be cumulative of, and in addition to, any
               and all rights, remedies and recourse to which the Owner shall be
               entitled,  whether  pursuant  to  some  other  provision  of this
               Agreement, at law or in equity.

          (b)  The Owner shall  indemnify,  defend and hold harmless the Manager
               from and against any and all claims, demands, liabilities,  costs
               (including,  without  limitation,  the  cost  of  litigation  and
               attorney's  fees),  damages  and causes of action,  of any nature
               whatsoever which arise out of or are incidental to the management
               of the Site by the Owner  and which are based on or  attributable
               to the Owner's (i) negligence, fraud, deceptive practices, deceit
               or willful  misconduct,  or (ii) breach of any  provision of this
               Agreement  or any  fiduciary  duty.  The  indemnification  rights
               herein  contained shall be cumulative of, and in addition to, any
               and all rights,  remedies and recourse to which the Manager shall
               be  entitled,  whether  pursuant to some other  provision of this
               Agreement, at law or in equity.

     9.   BINDING  AGREEMENT;  ASSIGNMENT.  This  Agreement shall inure to the
benefit  of and constitute a binding obligation upon the contracting parties and
their  respective  successors,  assigns  and  legal  representatives,  but  this
Agreement  and  the  rights  and  obligations  may  not be assigned or delegated
without  the  prior  written  consent  of  the  parties hereto and any permitted
assignee hereunder must agree to assume and discharge the duties and obligations
of  his  assignor  hereunder.



                      MANAGEMENT  AGREEMENT  -  PAGE  5
<PAGE>
     10.     SOLE AGREEMENT; AMENDMENT.  This Agreement contains all of the oral
and  written  agreements and all of the representations and arrangements between
the  parties  hereto,  and  any  rights which the parties may have had under any
previous contracts or oral arrangements are hereby cancelled and terminated, and
no  representations or warranties are made or implied other than those expressly
set  forth herein.  This Agreement may only be modified by the written agreement
signed  by  or  on  behalf  of  all  of  the  parties  hereto.

     11.     TIME.  Time  shall be deemed to be of the essence of this Agreement
whenever  time  limits are imposed herein for the performance of any obligations
by any of the parties hereto, or whenever the accrual of any rights to either of
the  parties  hereto  depends  on  the  passage  of  time.

     12.     REMEDIES  CUMULATIVE.  The  rights, options, elections and remedies
of  any  of  the parties contained in this Agreement shall be cumulative; and no
one  of them shall be construed as excluding any other or any right, priority or
remedy  provided  by  this  Agreement  or  law.

     13.     NO WAIVER.  None of the terms, conditions, covenants, or provisions
of  this  Agreement  can be waived by either party except by appropriate written
instruments.  The  waiver  by either party of any breach of any term, condition,
covenant  or provision herein contained shall not be deemed a waiver of the same
of  any other term, condition, covenant or provision herein contained, or of any
subsequent  breach  of  the  same  or  any  other  term,  condition, covenant or
provision  herein  contained.

     14.     GOVERNING LAW; VENUE.  This Agreement shall be governed by, and its
provisions  construed  to be in compliance with, the laws of the State of Texas.
The  parties  agree  that  venue  for  purposes  of construing or enforcing this
Agreement  shall be proper in Harris County, Texas, if a claim is brought by the
Manager  against  the Owner and is proper in Los Angeles, California, if a claim
is  brought  by  the  Owner  against  the  Manager.

     15.     NOTICES.   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 the Manager, addressed to:

                National  Telemedia  Corporation
                Attn:  Guy  Mizrachi
                5000  North  Parkway  Calabasas,  Ste.  205
                Calabasas,  California  91302
                Fax:  (818)  591-3434


                      MANAGEMENT  AGREEMENT  -  PAGE  6
<PAGE>
               With  a  copy  to:

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

          b.   If  to  the  Owner,  addressed  to:

               RCI  Internet  Holdings,  Inc.
               Attn:  Eric  Langan,  President
               505  North  Belt,  Suite  630
               Houston,  Texas  77060

                With  a  copy  to:

               Robert  D.  Axelrod
               Axelrod,  Smith  &  Kirshbaum
               5300  Memorial  Drive,  Ste.  700
               Houston,  Texas  77007

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.

     16.     INVALIDITY  OF  PROVISIONS.  The invalidity or an enforceability of
any particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or  unenforceable  provisions  were  omitted.

     17.     MISCELLANEOUS.

          (a)  Any words used herein in the singular  shall be deemed to include
               the plural,  any words used herein in the plural  shall be deemed
               to include the singular,  as the context requires.  Pronouns used
               herein,   whether  masculine,   feminine  or  neuter,   shall  be
               interpreted as the context requires.

          (b)  This Agreement  shall not be construed to have created any rights
               or  benefits  for,  or be deemed to inure to the  benefit of, any
               person or entity  not a party  hereto.  Further,  this  Agreement
               shall  not be  deemed  to have  made the  Owner  and the  Manager
               partners for any  purposes.  The rights and powers of the Manager
               hereunder  are  to be  strictly  construed  and  limited  to  the
               specific matters hereinabove set forth.


                      MANAGEMENT  AGREEMENT  -  PAGE  7
<PAGE>
          (c)  This  Agreement may be executed in multiple  counterparts  on the
               day  and  date  first  hereinabove  written,  and  each  executed
               counterpart  hereof  shall be  deemed to be an  original  for all
               purposes.


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


                      MANAGEMENT  AGREEMENT  -  PAGE  8
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed this Management
Agreement  effective  as  of  the  date  first  above  written.

                                         OWNER:

                                         RCI  INTERNET  HOLDINGS,  INC.


                                         By:  /s/  Eric  Langan
                                         Name:  Eric  Langan
                                         Title:  President



                                         MANAGER:

                                         NATIONAL  TELEMEDIA  CORPORATION


                                         By:  /s/  Paul  Lesser
                                         Name:  Paul  Lesser
                                         Title:  President


                      MANAGEMENT  AGREEMENT  -  PAGE  9
<PAGE>