EMPLOYMENT AGREEMENT
                              --------------------

THIS  EMPLOYMENT  AGREEMENT ("Agreement") between RCT Entertainment (Louisiana),
Inc., a Louisiana corporation, having its principal office and place of business
in  New  Orleans, Louisiana (hereinafter referred to as the "Company") and Erich
Norton  White,  a resident of New Orleans, Louisiana (hereinafter referred to as
the  "Employee").

                                    RECITALS:
                                    ---------

The  Company  presently  operates  Rick's  Cabaret,  a  premier  adult nightclub
offering topless entertainment in New Orleans, Louisiana and the Company desires
to  employ the Employee in the capacity of the General Manager of the Company to
manage the day-to-day operations of the nightclub and the Employee desires to be
so employed under this Agreement, subject to the terms, conditions and covenants
contained  herein  and  as  a  Vice  President  Operations  of  Rick's  Cabaret
International,  Inc.

                             CONDITIONS OF AGREEMENT
                             -----------------------

                                       I.

                                  CONSIDERATION
                                  -------------

This  Agreement  is  executed and delivered for good and valuable consideration,
the  receipt  and  sufficiency  of  which  is  hereby  acknowledged. The special
training  and  knowledge  acquired  or  to  be  acquired  by the Employee during
employment  are  material  factors  relating  to  the employment of the Employee
without  which  the  employment relationship would not be commenced. The parties
hereto  acknowledge  and  agree  that this Agreement is necessary to protect the
Company's  legitimate  interests,  including,  but  not limited to, its business
goodwill,  trade  secrets  and  other  confidential  or proprietary information.

                                       II.

                               TERM OF EMPLOYMENT
                               ------------------

2.1  Term.  The Company  hereby  employs the Employee  and the  Employee  hereby
     -----
     accepts employment with the Company for a term of three (3) years ("Initial
     Term")  which  shall  commence  on the 15th day of  April,  1997 and  shall
     continue for the entire  Initial Term,  subject to earlier  termination  as
     provided in this Agreement.

2.2  Extension of Initial Term.  After the expiration of the Initial Term,  this
     --------------------------
     Agreement will he automatically  extended for additional and successive one
     (1) year periods,  unless either party gives written notice to the other at
     least 30 days

                                                                               1
<PAGE>

prior  to the expiration of the Initial Term, or any one year renewal term, that
such  automatic  extension shall not occur, in which event Employee's employment
shall  terminate  upon  the  expiration  of  the  Initial Term, or such renewal.

                                      III.

                               DUTIES OF EMPLOYEE
                               ------------------

3.1  Duties.  The  Employee  is hereby  employed  as General  Manager of the New
     -------
Orleans  nightclub  and  as  a  Vice  President  Operations  of  Rick's  Cabaret
International,  Inc. The Employee's responsibilities for such office shall be as
directed  by the  President  of  Rick's  Cabaret  International,  Inc.  and  the
President of RCI  Entertainment  (Louisiana) Inc. and as set forth in the Bylaws
of the Company  including  managing the  day-to-day  operations of the Company's
business.  Generally,  in his capacity as General  Manager of the  Company,  the
Employee will be primarily  responsible for the general supervision,  direction,
and  control of the  Company,  subject to the control of the  President.  In the
discharge of such duties and  throughout  Employee's  employment  with  Company,
Employee shall, with respect to conduct involving certain matters including, but
not limited to, conflicts of interest,  usurpation of corporate  authority,  and
personal  and  professional   decorum  and  reputation,   comply  with  (i)  all
requirements  imposed by the Company upon  similarly  situated  employees of the
Company;  (ii)  standards  generally  accepted  within  the  business  community
regarding similarly situated persons; and (iii) any relevant legal authority.

3.2  Change in Duties.The duties of Employee shall be those assigned to him from
     -----------------
time  by the Company and may be changed by the Company from time to time without
resulting  in  rescission  or  termination  of  this  Agreement.

3.3 Engaging in Other Employment.The Employee shall devote such productive time,
    -----------------------------
ability,  and  attention  to the business of the Company during the term of this
Agreement as is required to fulfill his duties and responsibilities as set forth
in  Section  3.1  above.  During  the period of employment, the Employee further
agrees  not to (i) solely or jointly with others under-take or join any planning
for  or  organization  of  any  business  activity competitive with the business
activities  of  the  Company,  and  (ii)  directly  or  indirectly,  engage  or
participate  in  any  other activities in conflict with the best interest of the
Company. Notwithstanding anything herein contained to the contrary, the Employee
shall  be  able  to devote such time as he deems reasonably necessary to his own
private  investments  and  affairs,  so  long as the performance of the Employee
hereunder  is  not impaired and the covenants contained herein are not violated,

                                       IV.

                            COMPENSATION TO EMPLOYEE
                            ------------------------

4.1.  Monthly  Salary.  During  the Initial Term of this Agreement, the Employee
      ---------------
shall  be entitled to a monthly salary of $5,000.00, less all payroll deductions
and  applicable  taxes.


                                                                               2
<PAGE>
The  time  of  payment for each installment shall be consistent with the general
business  practices  of  the  Company.

4.2  Other CompensationEmployee is hereby granted 25,000 options under the terms
     ------------------
of  the  Employee  Stock  Option  Plan of Rick's Cabaret International, Inc. The
options  are  to  purchase  stock  in  Rick's Cabaret International, Inc. at the
closing price on April 11, 1997, minus any discount permitted under the terms of
the  Employee  Stock  Option  Plan.

Employee  will  be  entitled to a an annual bonus in the amount of 6% of the net
profitability  (before calculation of any allocated US Federal Income Tax) after
an  allocation  of  30%  of  the  overhead of the parent company, Rick's Cabaret
International,  Inc. (which for the purposes of the initial term will be assumed
not  to  exceed  $500,000  for  100%  of  overhead).

Employee  will  not be entitled to any bonus in the event that the profitability
of  RCI  Entertainment  (Louisiana) Inc., before computation of any allocated US
federal income tax, is less than $500,000.00. In the event that profitability is
in  excess of $500,000.00 then Employee shall be entitled to a bonus equaling 6%
of  the  entire  profitability. Any bonus accruing due shall be paid annually 15
days  after  the  close  of  the  fiscal  year.

For  the  fiscal  year  ending  September  30,  1997  the  minimum threshold for
profitability  will  be  $375,000  rather  than  $500,000.00.  Employee shall be
entitled  to draw down on any bonus accrued every fiscal quarter of the Company,
to  the  extent  50%  of  the  accrued  bonus.

In  the  event  that  Employee's  bonus  exceeds $30,000 in any fiscal year, the
Company  agrees to match the excess with a grant of stock in an identical amount
to  the  excess (for example if the bonus payable to Employee in the fiscal year
were  $70,000  Employee  would receive stock valued at $40,000 (valued as at the
end  of  the  relevant  fiscal  year)).

4.3  Review.  The  Employee,  after  the  initial Term, if still employed by the
Company,  shall  be  reviewed at such times as are consistent with the Company's
general  personnel  policies.

4.4  Fringe  Benefits-Employee  Benefits  Plan.The Employee shall be entitled to
     ------------------------------------------
participate  on  an  equitable  basis,  as  the  Board  of Directors may, in the
exercise  of  its  discretion deem appropriate, in any stock option plan and any
additional  year  end  or  other  profit  sharing  or  incentive  or  deferred
compensation  arrangements,  whether  provided  for in stock, cash or otherwise,
which  the  Company  may  distribute  to  or  provide for officers and employees
generally, or for a limited or selected group, as well as under any other plans,
benefits,  customs  or  practices  now  or  hereinafter  made available to other
executives  of the Company, including as examples only, group life insurance and
medical  insurance.  The  Company may terminate, amend or modify any or all such
plans  at  any time and may choose not to adopt additional plans. The Employee's
rights  under  any  benefits  plans now in force or later adopted by the Company
shall  be  governed  solely  by  their  terms.

                                                                               3
<PAGE>
4.5  Expense  Account.  The  Employee  is  authorized  to  incur  reasonable and
     ----------------
necessary  expenses  directly  associated with the promotion of the interests of
the  Company, and the performance of his assignments, including expenditures for
entertainment  and  travel. The Company will reimburse the Employee from time to
time  for  all  such  business  expenses,  upon the Employee's presenting to the
Company  such  information  and  support  as  prescribed  by  Company  policy.

4.6  Holidays  and  Vacations.The Employee shall be entitled to two (2) weeks of
     -------------------------
paid  vacation  for  each year during the term hereof Additionally, the Employee
shall  be  entitled  to  such fully paid holidays as are normally taken by other
full  time  employees  of  businesses  similar  to  the  Company, and such other
holidays  which  may  be  particular  to  the  Employee's  religious preference.

                                       V.

                                 LIFE INSURANCE
                                 --------------

     At  any  time during the term of this Agreement, the Company shall have the
right  to  insure  the  Employee  s  life for the Company's sole benefit, and to
determine the amount and type of insurance and type of policy. The Company shall
be  required  to  pay  all  premiums  due  on  such policies. The Employee shall
cooperate  with  the  Company  in taking out insurance by submitting to physical
examination(s),  by supplying all information required by the insurance company,
and by executing any and all other necessary documents. The Employee shall incur
no  financial  obligation  by executing the required documents and shall have no
interest  in  any  such  policies,  except  as  otherwise  provided  herein.

                                       VI.

                            TERMINATION OF EMPLOYMENT
                            -------------------------

6.1 Termination by the Employee Without Cause. If the employment of the Employee
    ------------------------------------------
is  terminated  by  the  Employee  for any reason other than as set forth in the
other  paragraphs  of  this Article VI (such termination being herein defined as
without  cause"),  the  Employee shall give the Company thirty (30) days written
notice  of  termination;  provided,  however,  that  the  Employee  shall not be
entitled  to  terminate  his employment with the Company during the initial Term
without  cause. Except as otherwise provided for herein, any such termination of
the  Employee's  employment  for  any  reason  whatsoever,  whether voluntary or
involuntary,  shall  not  prejudice  any  other remedy to which any party may be
entitled  either  at  law,  in  equity,  or  under  this  Agreement.

6.2  Termination for Cause by the Company. The Company may "for cause"
     -------------------------------------

                                                                               4
<PAGE>
terminate the employment of the Employee at any time without notice. "For cause"
for  the  purpose  of  this  Agreement  is  defined  as:

     A. The willful and continued failure to substantially perform his duties as
     set forth in this Agreement;
     B. The breach by the Employee of any of the provisions of this Agreement or
     of the covenants contained in Article VII of this Agreement;
     C. If the  Employee is convicted of any crime  involving  moral  turpitude;
     including  without  limitation,  fraud or  embezzlement  or similar acts of
     dishonesty toward the Company; or
     D. If the Employee fails to achieve the minimum  profitability goals as set
     forth in Paragraph 4.2 of this Agreement in any fiscal year.

     If the Employee is terminated for cause as hereinabove defined, the Company
shall  pay  to  the  Employee  only that compensation specified in Paragraph 6.3
                               ----
below.

6.3  Effect  of  Termination on Compensation. In the event of the termination of
     ---------------------------------------
employment  by  the Company or the Employee for any reason whatsoever, including
resignation  or  voluntary  termination  by  the Employee, the Employee shall be
entitled  to the compensation earned by him including all compensation specified
in  Article  IV herein, prior to the date of termination as provided for in this
Agreement, computed pro rata up to and including the date of such termination of
employment.  Upon such payment to the Employee, the Company shall be relieved of
further  obligation as it relates to this Agreement; however, the Employee shall
still be bound by the covenants and restrictions contained in Article VII below.

                                      VII.

                              RESTRICTIVE COVENANTS
                              ---------------------

7.1  Definition.  The Employee hereby acknowledges that during the course of his
     -----------
employment  with  the  Company,  he will have access to and will become familiar
with  various  trade  secrets and other proprietary and confidential information
which  are  owned  by  the  Company  and  which are used in the operation of the
Company's  business.  "Trade  secrets  and  other  proprietary  and confidential
information"  consist  of,  for  example, and not intending to be inclusive, (i)
methods  of  doing business; (ii) financial information, consisting of financial
cost,  and  sales  data  and other information; (iii) personnel information (iv)
lists  of  Customers  and  accounts, contracts, sales information, pricing list,
vendor and supplier list of the Company; (v) other information of a confidential
nature which must remain confidential for the continuing success of the Company;
and  (vi)  such other information concerning the business of the Company and the
Company's  goodwill.

7.2     Non-Disclosure  and  Confidentiality Covenants.The Employee acknowledges
        -----------------------------------------------
that

                                                                               5
<PAGE>
the  Company's trade secrets and other proprietary and confidential information,
as  they may exist from time to time, are valuable, special and unique assets of
the  Company's  business.  Additionally, Employee acknowledges that the business
goodwill  and  business  contacts  of  the  Company are the sole property of the
Company  and are among the Company's most valuable business property. Therefore,
in consideration of the mutual promises herein contained, and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, and to protect the foregoing valuable property of the Company, the
Employee  expressly  covenants  and  agrees  as  follows:

Except  as  required  in  the  course  of  his  employment with the Company, the
Employee  will  not,  during  and  after  the  termination  of  his  employment:

     (1)  Disclose,  directly or  indirectly,  the  Company's  trade secrets and
     proprietary  and  confidential  information,  or any part  thereof,  to any
     person, corporation,  association or other entity for any reason or purpose
     whatsoever; or

     (2)  Directly  or  indirectly  use the  Company's  trade  secrets and other
     proprietary and confidential information,  or any part thereof, for his own
     purpose or for his own benefit in any activity of any nature whatsoever.

7.3  Return  of  Company's Property.The Employee covenants and agrees that, upon
     -------------------------------
the request of the Company or upon termination of employment, the Employee shall
turn over to the Company all files, records, documents, drawings, presentations,
specifications,  equipment,  disks  or  other  computer  media,  data,  computer
printouts, records, written materials and similar items relating to the business
of the Company, and any other property of the Company in his possession or under
his  control.  In  the event the Employee fails to return the Company's property
when  required  or requested to do so, the Company may, in addition to any other
remedy  provided  by  law,  withhold  any  amounts  due  the Employee until full
compliance  with  this  Paragraph  7.3.

7.4  Covenant  Not to Compete.So long as the Employee is employed by the Company
     -------------------------
and for a period of six (6) months after either (i) the voluntary termination of
employment  by  Employee  or (ii) the termination of the Employee by the Company
for  cause, as set forth in Section 6.2 hereof, the Employee specifically agrees
that  he will not, for himself, on behalf of, or in conjunction with any person,
firm,  corporation  or  entity,  other  than  the  Company (either as principal,
employee,  shareholder,  member,  director,  partner,  consultant, owner or part
owner  of  any corporation, partnership or any type of business entity) anywhere
in any county in which the Company is doing business at the time of termination,
directly  or  indirectly,  own,  manage,  operate,  control,  be  employed  by,
participate  in,  or  he connected in any manner with the ownership, management,
operation,  or control of any business similar to the type of business conducted
by  the  Company  at  the  time  of  termination  of  the Employee's employment.

7.5  Employee'  Acknowledgements  and  Agreements.The  Employee acknowledges and
     ---------------------------------------------
agrees  that:

                                                                               6
<PAGE>
     (1) Due to the nature of the Company's  business,  the foregoing  covenants
place no greater  restraint  upon the Employee than is  reasonably  necessary to
protect the business and goodwill of the Company;

     (2) These covenants protect a legitimate interest of the Company and do not
serve solely to limit the Company's future competition;

     (3) This Agreement is not an invalid or unreasonable restraint of trade;

     (4) A breach of these  covenants  by the Employee  would cause  irreparable
damage to the Company;

     (5) These covenants will not preclude the Employee from becoming  gainfully
employed following termination of employment with the Company;

     (6) These covenants are reasonable in scope and are reasonably necessary to
protect the  Company's  business and goodwill and valuable and  extensive  trade
which the Company has established through its own expense and effort;

     (7)  The  signing  of  this  Agreement  is  necessary  for  the  Employee's
employment; and

     (8) He has carefully  read and  considered all provisions of this Agreement
and that all of the  restrictions  set  forth  are fair and  reasonable  and are
reasonably required for the protection of the interests of the Company.

7.6  Remedies  Injunction.In  the  event  of the Employee's actual or threatened
     ---------------------
breach  provisions of this Agreement, the Employee agrees that the Company shall
be  entitled  to  a  temporary  restraining order, preliminary injunction and/or
permanent injunction restraining and prohibiting the Employee from violating the
provisions  herein. Nothing in this Agreement shall be construed to prohibit the
Company from pursuing any other available remedies for such breach or threatened
breach,  including  the  recovery  of  damages  from  the Employee. The Employee
further  agrees that for the purpose of any such injunction proceeding, it shall
be  presumed  that the Company's legal remedies would be inadequate and that the
Company would suffer irreparable harm as a result of the Employee's violation of
the  provisions  of  this Agreement. In any proceeding brought by the Company to
enforce  the provisions of this Agreement, no other matter relating to the terms
of  any  claim  or  cause  of action of the Employee against the Company will be
defense  thereto.

7.7  Severability.   In  the  event that any of the provisions of this Agreement
     -------------
are held to be invalid or unenforceable in whole or in part, those provisions to
the  extent enforceable and all other: provisions shall nevertheless continue to
valid  and

                                                                               7
<PAGE>
enforceable  as  though the invalid or unenforceable parts had not been included
in  this  Agreement. In the event that any provision relating to the time period
or scope of a restriction shall be declared by a court of competent jurisdiction
to  exceed  the  maximum  time  period  or scope such court deems reasonable and
enforceable,  then the time period or scope of the restriction deemed reasonable
and  enforceable  by  the court shall become and shall thereafter be the maximum
time  period  or  the  applicable scope of the restriction. The Employee further
agrees  that  such  covenants and/or any portion thereof are severable, separate
and independent, and should any specific restriction or the application thereof,
to  any  person,  firm,  corporation,  or  situation be held to be invalid, that
holding  shall  not  affect  the  remainder  of  such  provisions  or covenants.

                                      VIII.

                               GENERAL PROVISIONS

8.1  Notices. Any notices to be given hereunder by either party to the other may
     --------
be  effected  either  by  personal delivery in writing or by mail, registered or
certified,  postage  prepaid with return receipt requested. Mailed notices shall
be addressed to the parties at the addresses set forth below, but each party may
change  their  address  by  written notice in accordance with this Paragraph 8.1
Notices  delivered personally shall be deemed communicated as of actual receipt;
mailed  notices shall be deemed communicated as of three (3) days after mailing.

          If  to  Company:     Rick's  Cabaret  International,  Inc.
                               3113  Bering  Drive
                               Houston,  Texas  77057

          If  to  Employee:    Erich  Norton  White
                               315  Bourbon  Street
                               New  Orleans,  Louisiana

8.2  Law Governing  Agreement and Venue. This Agreement shall be governed by and
     -----------------------------------
construed in accordance  with the laws of the State of Texas.  This Agreement is
executed in Harris County, Texas. Venue shall be in Harris County, Texas for any
legal proceeding to enforce the terms, conditions or covenants contained herein.

8.3  Attorneys'  Fees and Costs.  If any action at law or in equity is necessary
     ---------------------------
to enforce or interpret  the terms of this  Agreement,  the  prevailing  parties
shall  be  entitled  to  reasonable   attorney's   fees,   costs  and  necessary
disbursements in addition to any other relief to which he may be entitled.

8.4  Contract Terms to be Exclusive. This Agreement Contains the sole and entire
     -------------------------------

                                                                               8
<PAGE>
agreement  between  the parties and shall supersede any and all other agreements
between  the  parties  with  respect  to  the Employee's employment. The parties
acknowledge  and  agree  that  neither  of them has made any representation with
respect  to the subject matter of this Agreement or any other agreement executed
between  them  or any representations inducing the execution and delivery hereof
or  any other agreement executed between them except such representations as are
specifically  set  forth herein and each of the parties hereto acknowledges that
he  or  it has relied on his or its own judgement in entering into the same. The
parties  hereto  further acknowledge that any statements or representations that
may  have heretofore been made by either of them to the other are void and of no
effect and that neither of them has relied thereon in connection with his or its
dealings  with  the  other.

8.5  Waiver or Modification Ineffective Unless in Writing.  It is further agreed
     -----------------------------------------------------
that  no waiver or modification of this Agreement or of any covenant, condition,
or  limitation  herein  contained  shall  be  valid  unless  in writing and duly
executed by the party to be charged therewith and that no evidence of any waiver
or  modification  shall  be offered or received in evidence in any proceeding or
litigation  between  the  parties  hereto  arising  out  of  or  affecting  this
Agreement,  or  the  rights  or  obligations of any party hereunder, unless such
waiver  or  modification  is  in  writing,  duly  executed as aforesaid, and the
parties further agree that the provisions of this paragraph may not be waived as
herein  set  forth.

8.6  Invalidity  of  Contract.  Should any  provision(s)  of this  Agreement  be
     -------------------------
declared invalid or unenforceable by a court of competent jurisdiction, it shall
be severed or modified and the remainder of this Agreement  shall be enforced in
total.  Additionally,  if the  Employee  claims that any  provision  or covenant
contained herein is invalid or unenforceable,  he nevertheless  agrees to comply
with  such  provision  or  covenant  as  written  until  a  court  of  competent
jurisdiction  determines  the  enforceability  or validity of such  provision or
covenant,  or limits the scope thereof,  and further agrees to be liable for any
and all damages to the Company pending such determination by the court.

8.7  Assignment.  The rights and  benefits of the Company  under this  Agreement
     -----------
shall inure to the benefit of and be binding upon the  successors and assigns of
the   Company.   The  rights  of  the  Employee   hereunder   are  personal  and
nontransferable  except that the rights and  benefits  hereof shall inure to the
benefit of the heirs, executors and legal representatives of the Employee.

8.8  Gender. In all cases where a feminine or masculine pronoun is used it shall
     -------
be  deemed  to include the other and as may be applicable to the instant matter.

     IN  WITNESS  WHEREOF,  this  Agreement has been executed in Houston, Harris
County,  Texas  as  of  the  _  day  of  _____,  1997


                                                                               9
<PAGE>
               COMPANY;

               RCI  ENTERTAINMENT  (LOUISIANA),  INC.

               /S/  ROBERT  WATTERS
               --------------------
                    ROBERT  WATTERS,  PRESIDENT


               EMPLOYEE:

               BY:  /S/  ERICH  N.  WHITE
               --------------------------
               ERICH  N.  WHITE



                                                                              10
<PAGE>
AMENDMENT  TO  IMPLOYMENT  AGREEMENT

THIS  AGREEMENT  is  made  as  of  the  14th  day  of  May,  1998
                                        ----           ---

WHEREAS  Erich  Norton While and RCI Entertainment (Louisiana) Inc. entered into
an  Employment  Agreement  on  the  15th  day  of  April,  1997,  and,

WHEREAS  both  parties  wish  to  amend  the  Employment  Agreement,

NOW THEREFORE, in consideration of the above and in further consideration of the
benefits  to  both parties arising from he following amendment to the Employment
Agreement.  the  parties  have  agreed  as  follows:

Section  4.1  of the Employment Agreement shall be modified such that the annual
salary  of  Erich  Norton  White  shall  be  $100,000  payable  in  bi-weekly
installments.

Section  4.2 of the Employment Agreement continue in force with no modification.

Section  2.1 of the Employment Agreement shall be modified such that the Initial
Term  of  the  Employment  Agreement  shall  continue  until  April  14,  2001.

IN  WITNESS  whereto  the  parties  have signed this Agreement on the date first
above  written,

BY:  /S/  ERICH  N.  WHITE
--------------------------
          ERICH  N.  WHITE


/S/  ROBERT  WATTERS
--------------------------------------------------
     ROBERT  WATTERS,  PRESIDENT
PRESIDENT,  RCI  ENTERTAINMENT  (LOUISIANA),  INC.
PRESIDENT,  RICK'S  CABARET  INTERNATIONAL,  INC.

                                                                              11
<PAGE>