STOCK PURCHASE AGREEMENT


         THIS STOCK  PURCHASE  AGREEMENT (the  "Agreement")  is made and entered
into this 19th day of March,  1998, by and among MILLION DOLLAR SALOON,  INC., a
Nevada  corporation,  BJORN HEYERDAHL and THE JOSHUA FURRH TRUST  (collectively,
the "Sellers"), and LINDA S. WEAVER (the "Purchaser").

                                    RECITALS

         WHEREAS, the Sellers and Purchaser desire to enter into this definitive
agreement  whereby the Purchaser is acquiring  1,000,000 shares of common stock,
par value $0.01 per share,  of Million Dollar Saloon,  Inc. (the "Company") (the
"Company  Shares") from the Sellers on the terms and conditions  provided for in
this Agreement; and

         WHEREAS, the Company will grant Purchaser an option, subject to certain
limitations,  to purchase an additional  1,000,000 shares of the Common Stock of
the Company (the "Option  Shares") on the terms and  conditions  provided for in
this Agreement.

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

         1.  Purchase  of  Company Shares.  Subject to and  upon  the  terms and
conditions contained herein:

         (a) At the First  Closing Date (as defined  herein),  the Sellers shall
sell, transfer,  assign, convey and deliver to the Purchaser,  free and clear of
all adverse claims,  security interest,  liens,  claims and encumbrances  (other
than  restrictions  under  applicable  securities  laws) and the Purchaser shall
purchase,  accept and  acquire  from the  Sellers,  the  Company  Shares for the
following consideration:



                           Number of Company Shares                 
      Seller                to be Sold to Purchaser          Consideration
-----------------------   --------------------------   -------------------------
Bjorn Heyerdahl                      40,000                    $40,000
The Joshua Furrh Trust               30,000                    $30,000
Company                             530,000                   $530,000
                                    -------                   --------
                                    600,000                   $600,000

         (b) The Purchase  price payable to Sellers by Purchaser for the initial
purchase of 600,000 shares of the Company Shares (the "Initial  Company Shares")
shall be $1.00 per share (the "Purchase Price") or an aggregate of $600,000. The
Purchase  Price shall be paid to each of the Sellers by Purchaser in the amounts
as  designated  in Section 1(a) above.  The  Purchase  Price shall be payable by
Purchaser by cashiers  check or such other form of payment as may be  acceptable
to  Sellers,  and shall be paid to the  Sellers  on March 19,  1998 (the  "First
Closing Date").

         (c) On or before July 15, 1998 (the "Second Closing Date"), the Company
shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of
all adverse claims,  security  interests,  liens, claims and encumbrances (other
than restrictions under applicable securities laws) and Purchaser


STOCK PURCHASE AGREEMENT -- Page 1

<PAGE>



shall purchase, accept and acquire from the Company the remaining 400,000 shares
of the Company Shares for $440,000 or $1.10 per share.  The Purchase Price shall
be payable by the  Purchaser by cashiers  check or such other form of payment as
may be acceptable to the Company, and shall be paid to the Company on the Second
Closing Date.

         2.  Closings.  The sale and purchase of the Company Shares on the First
and Second  Closing  Dates (the  "Closings")  shall take place either (i) at the
executive  offices  of the  Company,  (ii)  by the  exchange  of  documents  via
facsimile transmission, or (iii) such other place as may be mutually agreed upon
between the parties, on each respective Closing Date.

         3.  Representations  and Warranties of the Seller.  Unless specifically
stated otherwise, the Sellers hereby represent and warrant to Purchaser that the
following  are  true and  correct  as of the  date  hereof  and will be true and
correct  through the First and Second Closing Dates and through the closing date
of the sale of the Option Shares as if made on each respective date:

                  (a) Organization and Good Standing Qualification.  The Company
         is a corporation duly organized,  validly existing and in good standing
         under  the laws of its  state  of  incorporation,  with  all  requisite
         corporate  power and  authority to carry on the business in which it is
         engaged,  to own the  properties  it owns,  and is duly  qualified  and
         licensed to do business  and is in good  standing in all  jurisdictions
         where the nature of its business makes such qualification necessary.

                  (b)   Capitalization.   As  of  the  execution  date  of  this
         Agreement,  the authorized capital stock of the Company consists of (i)
         50,000,000  shares of common  stock,  par  value  $0.01 per share  (the
         "Common  Stock"),  of which 5,409,451 shares are issued and outstanding
         and (ii)  5,000,000  shares of  preferred  stock,  par value  $0.01 per
         share, of which no shares are issued and outstanding. All of the issued
         and  outstanding  shares  of  Common  Stock  of the  Sellers  are  duly
         authorized, validly issued, fully paid and nonassessable. Upon the sale
         and issuance of 930,000 shares of the Company Shares to Purchaser,  and
         receipt by the Company of the consideration therefor, and upon sale and
         issuance of the Option Shares to Purchaser,  and receipt by the Company
         of the  consideration  therefor,  such shares shall be duly authorized,
         validly issued, fully paid and nonassessable.

                  (c)  Documents  Genuine.  All  originals  and/or copies of the
         Company's  articles of incorporation and bylaws,  each amended to date,
         and all minutes of meetings and written consents in lieu of meetings of
         shareholders,  directors  and  committees  of directors of the Company,
         financial data and any and all other documents,  material,  data, files
         or  information  which have been or upon  request  will be furnished to
         Purchaser, are true, complete,  correct and unmodified originals and/or
         copies of such documents, information, data, files or materials.

                  (d)  Authorization and Validity.  The execution,  delivery and
         performance by the Company of this  Agreement and any other  agreements
         contemplated   hereby,   and  the   consummation  of  the  transactions
         contemplated  hereby  and  thereby,  have been duly  authorized  by the
         Company.  This Agreement and any other  agreement  contemplated  hereby
         have been or will be as of the  First and  Second  Closing  Dates  duly
         executed  and  delivered  by  the  Company  and   constitutes  or  will
         constitute  legal,  valid  and  binding  obligations  of  the  Company,
         enforceable  against the Company in  accordance  with their  respective
         terms, except as may be limited by applicable bankruptcy, insolvency or
         similar laws affecting creditors' rights generally or the  availability


STOCK PURCHASE AGREEMENT -- Page 2

<PAGE>



         of  equitable  remedies.  Neither   the sale of 930,000 of the  Company
         Shares nor the sale of the Option Shares  to the Purchaser  will impair
         the  ability or  authority  of the Company to carry on its  business as
         now conducted in any respect.

                  (e) Title to Company  Shares.  On the First Closing Date, each
         Seller,  and on the Second  Closing Date,  the Company,  will have full
         right,  power and  authority to sell and convey the Company  Shares and
         such  shares  will be free and clear of any and all  liens,  mortgages,
         pledges  or  the  rights  or  encumbrances  whatsoever,   disclosed  or
         undisclosed,  except for restrictions required under applicable federal
         and state  securities  laws.  Upon issuance and delivery of the Company
         Shares  to  Purchaser  for the  considerations  set forth  herein,  the
         Purchaser shall be deemed to have obtained good and merchantable  title
         to the Company Shares.

                  (f)  Consents/Approvals/Conflict.  Except  for the  compliance
         with  applicable   federal  and  state  securities  laws,  no  consent,
         approval, authorization or order of any court or governmental agency or
         other body is required  for the Sellers to  consummate  the sale of the
         Company  Shares.  Neither  the  execution,  delivery,  consummation  or
         performance of this Agreement shall conflict with,  constitute a breach
         of the Company's  articles of  incorporation  or bylaws,  as amended to
         date,  or any  note,  mortgage,  indenture,  deed  of  trust  or  other
         agreement or instrument to which any Seller is a party or by which they
         are bound nor, to the best of each Seller's  knowledge and belief,  any
         existing  law,  rule,   regulation  or  any  decree  of  any  court  or
         governmental department,  agency, commission, board or bureau, domestic
         or foreign,  having jurisdiction over any of the Sellers, nor result in
         the creation of any lien or other encumbrance upon the Company Shares.

                  (g)  Financial  Statements.   The  Company  has  furnished  to
         Purchaser  its Annual  Report on Form 10-KSB for the fiscal years ended
         December 31, 1996 and December 31, 1997, respectively. The Company will
         furnish  to  Purchaser  future  annual  and  quarterly  reports  of the
         Company.

                  (h) Taxes.  To the best  knowledge  and belief of the Company,
         all  income,  excise,  unemployment,   social  security,  occupational,
         franchise and any and all other taxes of the Company,  due to any state
         or municipal government or subdivision or instrumentality thereof which
         are due and payable by the  Company as of the  Closing  Dates have been
         duly paid, or adequate  reserve for the payment  thereof has been made,
         and all required tax returns or reports  concerning any such items have
         been duly filed.

                  (i) Pending or Threatened  Litigation.  Except as set forth in
         the  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
         December  31,  1997,  there  are  no  material  actions,   governmental
         investigations,  suits, arbitrations or other administrative,  criminal
         or civil actions pending or threatened  against the Company which would
         prevent the Company from  consummating  the  transactions  contemplated
         herein.  There are no material  actions,  governmental  investigations,
         suits, arbitrations or other administrative,  criminal or civil actions
         pending or threatened against any individual Seller which would prevent
         any Seller from consummating the transactions contemplated herein.

                  As of each Closing Date,  there shall not be (i) any effective
         writs, judgments,  decrees, orders, injunctions or mandates outstanding
         of any  nature  whatsoever  issued by a court or governmental agency of


STOCK PURCHASE AGREEMENT -- Page 3

<PAGE>



         competent jurisdiction directing  that the proposed sale of the Company
         Shares  not be  consummated  or  (ii) any  action,  suit or  proceeding
         pending or threatened by or before  any court or  governmental  body in
         which  it is or may be  sought  to  prohibit,  substantially  delay  or
         rescind the proposed sale of the Company Shares.

                  (j) Environmental Matters. The Company has received no written
         notice of any investigation or inquiry by any governmental entity under
         any applicable laws pertaining to health or the environment,  including
         without  limitation  (i)  the  Comprehensive   Environmental  Response,
         Compensation,  and  Liability  Act of 1980, as amended by the Superfund
         Amendments and  Reauthorization  Act of 1986, as amended,  and (ii) the
         Resource  Conservation and Recovery Act of 1976, as amended by the Used
         Oil Recycling Act of 1980,  the Solid Waste  Disposal Act Amendments of
         1980, and the Hazardous and Solid Waste Amendments of 1984, as amended.
         To the actual knowledge of the Company, the Company has not disposed of
         any hazardous  substance on any property owned or leased by the Company
         and no  condition  exists on such  property  which  would  subject  the
         Company  or  such  property  to  any  remedial  obligations  under  any
         applicable environmental laws.

                  (k)  Access  to  Information.   The  Company  agrees  to  make
         available  to  Purchaser  access  to any and all  corporate  files  and
         records of Company that may be reasonably  requested by Purchaser.  All
         statements  in  this  Agreement,   or  in  any  ancillary  information,
         document,  financial  statement,  data,  file or material  furnished or
         delivered to Purchaser in association herewith by the Company are true,
         correct and complete to the best of Company's knowledge and belief.

         4.  Representations  and Warranties of Purchaser.  Unless  specifically
stated otherwise,  the Purchaser represents and warrants to the Sellers that the
following  are  true and  correct  as of the  date  hereof  and will be true and
correct  through the First and Second Closing Dates and through the closing date
of the sale of the Option Shares as if made on each respective date:

                  (a)  Investment  Intent.  Purchaser is  acquiring  the Company
         Shares  and Option  Shares,  if  applicable,  for its own  account  for
         investment and not with a view to, or for sale or other  disposition in
         connection  with, any  distribution of all or any part thereof,  except
         (i) in an offering  covered by a registration  statement filed with the
         Securities  and  Exchange   Commission  (the  "Commission")  under  the
         Securities Act of 1933, as amended (the "Securities  Act") covering the
         Company Shares,  or (ii) pursuant to an applicable  exemption under the
         Securities Act. In acquiring the Company  Shares,  the Purchaser is not
         offering or selling,  individually or collectively,  and will not offer
         or sell,  for any Seller any of the Company  Shares in connection  with
         any distribution of the such shares.

                  (b) Disclosure of Information.  Purchaser acknowledges she has
         been furnished such information regarding the Company as she has deemed
         necessary. Purchaser further represents that she has had an opportunity
         to ask questions of and receive  answers from management of the Company
         regarding the Company and its business,  assets,  results of operation,
         and financial condition and the terms and conditions of the issuance of
         the Company Shares and Option Shares.

                  (c) Investment Experience.  Purchaser acknowledges that she is
         able to fend for herself, can bear the economic risk of  the investment
         in the Company  Shares,  and  she has such knowledge and experience  in


STOCK PURCHASE AGREEMENT -- Page 4

<PAGE>



         financial and  business  matters that she is capable of evaluating  the
         merits and risks  of an  investment  in the  Company  Shares and Option
         Shares, if applicable.

                  (d)  Restricted  Securities.  Purchaser  understands  that the
         Company  Shares,  and the  Option  Shares  when  issued,  have not been
         registered  pursuant  to the  Securities  Act or any  applicable  state
         securities   laws,   that  the  Company  and  Option   Shares  will  be
         characterized as "restricted securities" under federal securities laws,
         and that under such laws and applicable  regulations the Company Shares
         and  Option  Shares  cannot be sold or  otherwise  disposed  of without
         registration  under the  Securities Act or an exemption  therefrom.  In
         this  connection,  Purchaser  represents that she is familiar with Rule
         144 promulgated  under the Securities Act, as currently in effect,  and
         understands  the  resale   limitations   imposed  thereby  and  by  the
         Securities  Act.  Stop  transfer  instructions  may  be  issued  to the
         transfer agent for securities of the Company (or a notation may be made
         in the  appropriate  records of the  Company)  in  connection  with the
         Company Shares and Option Shares.

                  Under Commission Rule 144, a person, including an affiliate of
         the  Company  (or  persons  whose  shares  are  aggregated   into  such
         affiliate),   who  has  owned   restricted   shares  of  Common   Stock
         beneficially  for at least one year is  entitled  to sell,  within  any
         three-month period, a number of shares that does not exceed the greater
         of one percent of the total  number of  outstanding  shares of the same
         class or the average  weekly  trading volume of the Common Stock during
         the four calendar  weeks  preceding the sale. A person who has not been
         an affiliate  of the Company for at least the three months  immediately
         preceding  the sale and who has  beneficially  owned  shares  of Common
         Stock for at least two years is entitled to sell such shares under Rule
         144(k) without regard to any of the limitations described above.

                  (e) Legend.  It is agreed and understood by Purchaser that the
         certificates  representing  the Company  Shares and Option Shares shall
         each  conspicuously  set forth on the face or back  thereof a legend in
         substantially the following form:

                           THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE
                           SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED
                           FOR SALE,  PLEDGED OR  HYPOTHECATED IN THE ABSENCE OF
                           AN  EFFECTIVE   REGISTRATION   STATEMENT  AS  TO  THE
                           SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION
                           FROM   REGISTRATION   OR  AN   OPINION   OF   COUNSEL
                           SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
                           NOT REQUIRED.

                  (f) Pending or Threatened Litigation. Purchaser is currently a
         party to various  lawsuits  which have been disclosed in writing to the
         Company.  Other than as disclosed to the Company, there are no material
         actions,  governmental  investigations,  suits,  arbitrations  or other
         administrative, criminal or civil actions pending or threatened against
         the  Purchaser or her  affiliates  which would prevent  Purchaser  from
         consummating the transactions contemplated herein.

                  As of each Closing  Date there shall not be (i) any  effective
         writs, judgments,  decrees, orders, injunctions or mandates outstanding
         or any nature  whatsoever  issued by a court or governmental  agency of
         competent jurisdiction  directing that the proposed sale of the Company


STOCK PURCHASE AGREEMENT -- Page 5

<PAGE>



         Shares or Option Shares, if applicable,  not be consummated or (ii) any
         action,  suit,  or  proceeding  pending or  threatened by or before any
         court or governmental body in which it is or may be sought to prohibit,
         substantially delay, or rescind the proposed sale of the Company Shares
         or Option Shares.

                  (g)  Authorization and Validity.  The execution,  delivery and
         performance by the Purchaser of this Agreement and any other agreements
         contemplated   hereby,   and  the   consummation  of  the  transactions
         contemplated  hereby  and  thereby,  have been duly  authorized  by the
         Purchaser.  This Agreement and any other agreement  contemplated hereby
         have  been or  will  be as of  each  Closing  Date  duly  executed  and
         delivered by the Purchaser and  constitutes or will  constitute  legal,
         valid and binding obligations of the Purchaser, enforceable against the
         Purchaser in accordance with their respective  terms,  except as may be
         limited by applicable bankruptcy,  insolvency or similar laws affecting
         creditors' rights generally or the availability of equitable  remedies.
         The purchase of the Company  Shares and Option  Shares by the Purchaser
         will not impair the ability or authority  of the  Purchaser to carry on
         its business as now conducted in any respect.

                  (h)   Consents/Approvals/Conflict.   No   consent,   approval,
         authorization  or order of any  court or  governmental  agency or other
         body is required for the  Purchaser to  consummate  the purchase of the
         Company  Shares or Option  Shares.  Neither  the  execution,  delivery,
         consummation  or  performance  of this  Agreement  shall conflict with,
         constitute a breach of any note,  mortgage,  indenture,  deed of trust,
         trust agreement or other agreement or instrument to which the Purchaser
         is a party or by which she is bound nor, to the best of the Purchaser's
         knowledge and belief, any existing law, rule,  regulation or any decree
         of any court or governmental department,  agency, commission,  board or
         bureau,  domestic or foreign,  having  jurisdiction over the Purchaser,
         nor result in the  creation of any lien or other  encumbrance  upon the
         Company Shares or Option Shares.

                  (i) Access to Information. All statements in this Agreement or
         in any ancillary information, document, financial statement, data, file
         or material  furnished  or delivered  to Sellers by the  Purchaser  are
         true,  correct and complete to the best of  Purchaser's  knowledge  and
         belief.

         5.  To Be Delivered to the Purchaser At First and Second Closing.

                  (a) At the First Closing, each individual Seller shall deliver
         to Purchaser  certificate(s)  representing the number of Company Shares
         set forth next to each individual Seller's name in Section 1(a) hereof,
         accompanied  with a "Medallion"  endorsement to Purchaser.  The Company
         shall  deliver to  Purchaser a  certificate  for 530,000 of the Company
         Shares in the name of  Purchaser,  or its  nominees  as  designated  by
         Purchaser.

                  (b) At the  Second  Closing,  the  Company  shall  deliver  to
         Purchaser a certificate  for 400,000 of the Company  Shares in the name
         of Purchaser, or its nominees as designated by Purchaser.




STOCK PURCHASE AGREEMENT -- Page 6

<PAGE>



         6. To Be Delivered to the Sellers at First and Second Closing.

                  (a) At the First  Closing,  Purchaser  shall  deliver  to each
         individual  Seller the  consideration (an aggregate of $70,000) for the
         Company  Shares  owned  by each  respective  individual  Seller  in the
         amounts as set forth next to each  individual  Seller's name in Section
         1(a) hereof.  The Purchaser  shall  deliver to the Company  $530,000 as
         consideration for the purchase of 530,000 of the Company Shares.

                  (b) At the Second Closing,  the Purchaser shall deliver to the
         Company  $440,000 as  consideration  for the purchase of 400,000 of the
         Company Shares.

                  (c) The  Purchase  Price for the  Company  Shares  shall be by
         cashier's check, wire transfer, or such other form of payment as may be
         acceptable to Sellers.

         7.  Indemnification by Purchaser.  Purchaser hereby agrees to indemnify
and hold  harmless  the  Sellers and their  successors  and assigns for the full
amount of all  losses,  claims,  expenses,  or  liabilities  (including  without
limitation  reasonable  attorneys'  fees)  arising  from or  relating to (i) any
breach  of  the  representations  and  warranties  made  by  Purchaser  in  this
Agreement,  and (ii) any failure of Purchaser  to duly perform any  covenants in
this Agreement to be performed by the Purchaser.

         8.  Indemnification  by the Sellers.  Sellers hereby agree to indemnify
and hold  harmless  the  Purchaser  from the full amount of all  losses,  claims
expenses or liabilities  (including  without  limitation  reasonable  attorneys'
fees)  arising  from or  relating to (i) any breach of the  representations  and
warranties  made by the  Sellers in this  Agreement  or (ii) any  failure of the
Sellers to duly perform any of their covenants in this Agreement.

         9. Necessary  Information.  The Sellers have furnished to the Purchaser
all  information  as requested  regarding the Company and its business,  assets,
properties,  and financial  condition  which, in the reasonable  judgment of the
Purchaser,  is  necessary to enable the  Purchaser to conduct her due  diligence
relating to the purchase of the Company Shares by Purchaser. Each of the parties
hereto has furnished to the others all  information,  if  requested,  concerning
such party (including financial statements and statistical information) required
for inclusion in any  application  or statement to be filed or made by the other
party with or to any  governmental  agency or third party in connection with the
purchase of the Company Shares.

         10. No Registration of Company Shares.  The Company is not obligated to
file  with  the  Commission  a  registration  statement  on any form  under  the
Securities  Act with  respect to the Company  Shares or the Option  Shares or to
include the Company Shares or Option Shares in any such  registration  statement
filed with the Commission by the Company in the future.

         11. Option Agreement.  The Company hereby grants to Purchaser an option
(the "Option") to purchase up to 1,000,000  shares of the Company's Common Stock
(the "Option  Shares")  for  $1,250,000  or $1.25 per share (the "Option  Shares
Purchase  Price").  The Option may be exercised  at any time by Purchaser  until
5:00  p.m.  Dallas,  Texas  time  on  February  28,  1999,  subject  to  certain
limitations as set forth herein, by delivery to the Company of a cashier's check
or wire transfer in the aggregate amount equal to the number of Option Shares to
be  purchased  times $1.25 per share.  Upon receipt by the Company of the Option
Shares Purchase Price, the Company shall  immediately  deliver to Purchaser,  or
nominees  of  Purchaser,  a  certificate(s)  issued  in the  name  of  Purchaser
representing the  number of Option  Shares  purchased.  The  sale of  the Option


STOCK PURCHASE AGREEMENT -- Page 7

<PAGE>



Shares shall be subject to the terms and conditions of this Agreement, including
the  representations  and  warranties of the Company and Purchaser  herein which
shall continue to be true and correct as of the exercise date of the Option.

         Provided the  Company's  Common Stock is traded on the Nasdaq  SmallCap
market  or other  national  exchange,  the  expiration  of the  Option  shall be
accelerated if the closing bid price of the Company's  Common Stock as quoted on
the Nasdaq  SmallCap Market system or any other national stock exchange in which
the  Company's  Common Stock is traded  equals or exceeds $1.75 per share for 10
consecutive  trading days (the "Trading Period").  In such event, the expiration
date of the Option shall be at 5:00 p.m. Dallas, Texas time on the 90th calendar
day after the Trading Period.  The Company shall notify  Purchaser in writing if
the Option  expiration  date has been  accelerated  as a result of the foregoing
events.

         12.  Use of Proceeds.  There shall be no restriction on the Company for
the use of any  proceeds  from the sale of the Option  Shares.  The  $970,000 of
proceeds  from the sale of the  Company  Shares  by the  Company  shall  only be
utilized by the  Company for any of the  following  projects,  unless  otherwise
agreed to in writing by Purchaser:

                  (a) Cash  consideration and expenses related to acquisition of
         Bavarian  Restaurant,   Inc.,  d/b/a  Shot  Gun  Willy's  Inn,  Denver,
         Colorado;

                  (b) Expansion,  renovation,  furniture and equipment costs and
         expenses, not to exceed $50,000,  relating to The Million Dollar Saloon
         located on Greenville Avenue in Dallas, Texas;

                  (c)  Expansion,  construction,  furniture and equipment  costs
         related to remodeling of Baby Doll's Club, Highway 157, Tarrant County,
         Texas;

                  (d) Expenses and initial  capital  related to  organization of
         off-shore  corporation to operate the Company's proposed  international
         business (not to exceed an aggregate of $10,000); and

                  (e) Up to $30,000 may be used to purchase up to 30,000  shares
         of the  Company's  Common  Stock from Dona G. Furrh at a price of $1.00
         per share.

         The above use of proceeds is merely an intended use of proceeds and the
Company does not represent  that it has any written  contracts or agreements for
such use of funds.

         13.  Miscellaneous.

                  (a)  Amendment.  This Agreement may be amended,  modified,  or
         supplemented  only by an  instrument  in  writing  executed  by all the
         parties hereto.

                  (b)  Assignment.  Neither this  Agreement or any right created
         hereby  or in  any  agreement  entered  into  in  connection  with  the
         transactions  contemplated  hereby  shall be  assignable  by any  party
         hereto without the written  consent of the party or parties not seeking
         assignment.



STOCK PURCHASE AGREEMENT -- Page 8

<PAGE>



                  (c) Parties in Interest; No Third Party Beneficiaries.  Except
         as  otherwise  provided  herein,  the  terms  and  conditions  of  this
         Agreement  shall  inure  to the  benefit  of and be  binding  upon  the
         respective heirs, legal representatives,  successors and assigns of the
         parties  hereto.   Neither  this  Agreement  nor  any  other  agreement
         contemplated  hereby  shall be deemed to confer  upon any  person not a
         party hereto or thereto any rights or remedies hereunder or thereunder.

                  (d)  Entire  Agreement.  This  Agreement  and  the  agreements
         contemplated  hereby  constitute  the entire  agreement  of the parties
         regarding the subject matter hereof, and supersede all prior agreements
         and understandings, both written and oral, among the parties, or any of
         them, with respect to the subject matter hereof.

                  (e)  Severability.  If any provision of this Agreement is held
         to be illegal,  invalid or  unenforceable  under present or future laws
         effective  during  the  term  hereof,  such  provision  shall  be fully
         severable and this Agreement  shall be construed and enforce as if such
         illegal,  invalid or  unenforceable  provision  never  comprised a part
         hereof, and the remaining  provisions hereof shall remain in full force
         and  effect  and shall  not be  affected  by the  illegal,  invalid  or
         unenforceable provision or by its severance here from.

                  (f) Survival of  Representations,  Warranties  and  Covenants.
         Except  as   specifically   provided   herein,   the   representations,
         warranties, and covenants contained herein shall survive the respective
         Closings and all statements  contained in any  certificate,  exhibit or
         other  instrument  delivered  by or on behalf of the  Purchaser  or the
         Sellers, as the case may be, shall survive the respective Closings.

                  (g)  Governing   Law.  THIS   AGREEMENT  AND  THE  RIGHTS  AND
         OBLIGATIONS  OF THE PARTIES  HERETO SHALL BE GOVERNED BY AND  CONSTRUED
         AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULES
         GOVERNING  CONFLICTS OF LAWS) OF THE STATE OF TEXAS,  AND THAT THE CITY
         OF DALLAS  AND THE  COUNTY OF DALLAS IS THE  APPROPRIATE  VENUE FOR ANY
         ACTION COMMENCED UNDER THIS AGREEMENT.

                  (h)  Captions.   The  captions  in  this   Agreement  are  for
         convenience of reference  only and shall not limit or otherwise  affect
         any of the terms or provisions hereof.

                  (i) Gender and Number. When the context requires the gender of
         all words used herein shall include the masculine,  feminine and neuter
         and the number of all words shall include the singular and plural.

                  (j)  Reference  to  Agreement.  Use  of  the  words  "herein",
         "hereof", "hereto" and the like in this Agreement shall be construed as
         references  to  this  Agreement  as a whole  and not to any  particular
         Article,  Section or  provision  in this  Agreement,  unless  otherwise
         noted.

                  (k)  Confidentiality;  Publicity and  Disclosures.  Each party
         shall keep this Agreement and its terms confidential, and shall make no
         press release or public disclosure,  either written or oral,  regarding
         the  transactions  contemplated  by this  Agreement  without  the prior
         knowledge  and consent of the other parties  hereto;  provided that the
         foregoing  shall  not  prohibit  any  disclosure  (i) by press release,


STOCK PURCHASE AGREEMENT -- Page 9

<PAGE>



         filing or otherwise  that is required by federal  securities  laws, and
         (ii) to  attorneys, accountants,  investment bankers or other agents of
         the parties  assisting the parties in connection  with the transactions
         contemplated  by this  Agreement.  In  the event that the  transactions
         contemplated hereby  are not consummated for any reason whatsoever, the
         parties  hereto  agree  not  to  disclose  or  use   any   confidential
         information they  may have concerning the affairs of the other parties,
         except for information that is required by law to be disclosed.

                  (l) Notice.  Any notice or communications  hereunder or in any
         agreement entered into in connection with the transaction  contemplated
         hereby  must be in  writing  and  given by  depositing  the same in the
         United  States mail,  addressed  to the party to be  notified,  postage
         prepaid and registered or certified with return receipt  requested,  or
         by delivering the same in person.  Such notice shall be deemed received
         on the date on which it is hand  delivered or on the third business day
         following the date on which it is to be mailed. For purposes of notice,
         the addresses of the parties shall be:

                  If to PURCHASER:     Linda S. Weaver
                                       c/o Gary Gardenhouser, Esq.
                                       629 24th Avenue Southwest
                                       Norman, Oklahoma 73069

                  If to SELLERS:       MILLION DOLLAR SALOON, INC., a Nevada
                                       corporation
                                       6848 Greenville Avenue
                                       Dallas, Texas 75231

                  (m)  Expenses.  The  Company  shall pay the fees and  expenses
         incurred by Sellers in connection with the proposed sale of the Company
         Shares,  and all fees and expenses  incurred by Purchaser in connection
         with the purchase of the Company Shares shall be paid by Purchaser.

                  (n)  Counterparts.  This Agreement may be executed in multiple
         counterparts  each of which  shall be  deemed an  original,  and all of
         which together shall constitute one and the same instrument.  Execution
         and  delivery of this letter by exchange of  facsimile  copies  bearing
         facsimile  signature  of a party shall  constitute  a valid and binding
         execution  and  delivery of this  letter of intent by such party.  Such
         facsimile copies shall constitute enforceable original documents.



STOCK PURCHASE AGREEMENT -- Page 10

<PAGE>


         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement to be executed by its duly authorized  officers as of the day and year
first above written.

                                    COMPANY:

                                    MILLION DOLLAR SALOON, INC.


                                    By:
                                          --------------------------------------
                                    Name:
                                          --------------------------------------
                                    Its:
                                          --------------------------------------

                                    INDIVIDUAL SELLERS:



                                    --------------------------------------------
                                    BJORN HEYERDAHL


                                    JOSHUA FURRH TRUST


                                    By:  ---------------------------------------
                                         Sharon Furrh, Trustee

                                    PURCHASER:


                                    --------------------------------------------
                                    LINDA S. WEAVER





STOCK PURCHASE AGREEMENT -- Page 11