Exhibit  10.3


                                VOTING AGREEMENT
                                       AND
                                IRREVOCABLE PROXY


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

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

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

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

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

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

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


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

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

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

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

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

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

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


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

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

             With  a  copy  to:

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

     (b)     If  to  Voice  Media  to:

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

             With  a  copies  to:

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

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

     (c)     If  to  Rick's:

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


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

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

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

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

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

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

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

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

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

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


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



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

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


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




                                             /s/  Eric  Langan
                                             Eric  Langan,  individually


                VOTING AGREEMENT AND IRREVOCABLE PROXY - PAGE 6
<PAGE>