CONSULTING AGREEMENT


         THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as
of the 12th day of March, 1998, by and between Steve Wheeler  ("Consultant") and
The Million Dollar Saloon, Inc., a Nevada corporation (the "Company").

                              W I T N E S S E T H:

         WHEREAS, the Company and Consultant desire to enter into this agreement
whereby  Consultant will provide to the Company certain  consulting  services in
the operation of its business; and

         WHEREAS,  Consultant  is  willing to enter  into such  arrangements  in
accordance with the terms and conditions of this Agreement;

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

                                   ARTICLE I.
                                   DEFINITIONS
                                   -----------

         For purposes of this Agreement,  each of the following terms shall have
the meaning ascribed  thereto unless otherwise  specified or clearly required by
the context in which such term is used.

         1.1 "Affiliates"  means, with respect to a party hereto,  entities that
directly  or  indirectly  through  one or more  intermediaries  control,  or are
controlled  by, or are under  common  control  with,  such  party,  and the term
"control"  shall mean the  possession,  directly or indirectly,  of the power to
direct or cause the  direction  of the  management  and  policies  of an entity,
whether  through the ownership of voting  securities,  by contract or otherwise;
provided,  however,  such term,  with respect to each party,  shall not mean the
other party or Parties.

         1.2 "Commencement Date" means the date of this Agreement.

                                   ARTICLE II.
                      TERM AND TERMINATION OF THE AGREEMENT
                      -------------------------------------

         2.1 Term.  The term of this Agreement  shall begin on the  Commencement
Date and shall  continue  for a period of one (1) year  from such  date,  unless
earlier  terminated  by either  party upon at least ten (10) days prior  written
notice to the other party (the  "Term").  Upon  termination,  neither party will
have any further  obligation  or liability  to the other  party,  except for the
obligation under Section 3(a) hereof.



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                                  ARTICLE III.
                   CONSULTING SERVICES PROVIDED TO THE COMPANY
                   -------------------------------------------

         3.1  Consulting  Duties.  Consultant  is hereby  retained to serve as a
consultant to the Company,  to perform such consulting,  advisory and management
services on behalf of the Company as the Board of  Directors  of the Company may
from time to time request in writing.  Consultant  shall also assist the Company
with locating and evaluating  possible  acquisitions by the Company.  Consultant
shall only devote such time to his  consulting  duties for the Company as may be
requested from time to time in writing by the Board of Directors of the Company.
Consultant  shall devote  approximately  40% of his  consulting  time under this
Agreement in assisting  the Company  with its capital  raising  efforts with the
remaining 60% of his  consulting  time being  devoted to seeking and  evaluating
acquisitions  for the Company if such  services  are  requested  by the Company.
Consultant  agrees to devote his  attention,  skills,  benefits  and  reasonable
efforts to the  performance of his duties  hereunder and to the promotion of the
business and interest of the Company.

         3.2 Independent Contractor Status. Consultant agrees that Consultant is
an  independent  contractor  under this Article III with  respect to  Consultant
providing  consulting  services to the Company and shall in no way be considered
to be an agent or employee of the Company and, accordingly, Consultant shall not
be entitled to any benefits, coverages or privileges made available to employees
of the Company,  including without  limitation,  social security,  unemployment,
medical or pension  payments.  Consultant  shall only consult and render advice,
and shall  not  undertake  to  commit  the  Company  to any  course of action in
relation to third persons, except as requested by the Company.

         3.3 Compensation  and Consulting  Services.  In  consideration  for the
services  provided  to  the  Company  by  Consultant  under  this  Article  III,
Consultant shall be entitled to receive the following:

                  (a) Issuance of Company Common Stock. In  consideration of the
         services  to be provided to the  Company,  the Company  shall issue and
         deliver to Consultant 150,000 shares of the Common Stock of the Company
         upon execution of this  Agreement by the parties  hereto.  Further,  as
         payment for the  assistance to the Company in obtaining  financing from
         Linda S. Weaver  ("Weaver"),  the Company shall issue additional shares
         of Common Stock of the Company to Consultant as follows:

                           (i) upon  receipt in March 1998 by the Company of the
                  initial  funding to be  provided  by Weaver ,  expected  to be
                  approximately $530,000, the Company shall issue and deliver to
                  Consultant an additional 55,000 shares of Common stock; and

                           (ii) upon  receipt in July 1998 by the Company of the
                  remaining  funding to be  provided  by Weaver,  expected to be
                  approximately $440,000, the Company shall issue and deliver to
                  Consultant an additional 45,000 shares of Common Stock.

         The  obligation of the Company to issue and deliver to  Consultant  the
         additional  100,000 shares of Common Stock of the Company is subject to
         the receipt by the Company of the funding from Weaver as noted above.



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                  (b)  Restricted  Securities.  The shares of Common Stock to be
         issued to Consultant hereunder are "restricted  securities" and are not
         publicly  tradeable  unless the requirements of SEC Rule 144 are met or
         an effective  registration statement is on file with the Securities and
         Exchange   Commission   covering  such  shares.   The  parties   hereto
         acknowledge  the  Company  has no  obligation  to  file a  registration
         statement  with the SEC covering the shares to be issued to  Consultant
         and does not intend to do so. The parties further  acknowledge  that on
         March 12, 1998, the closing bid price of the Company's  Common Stock as
         quoted on the OTC Electronic  Bulletin  Board was $0.65 per share.  The
         parties hereto further  acknowledge  and agree that since the shares to
         be issued and delivered to Consultant are restricted  securities,  they
         have a value of less than the current market price.  The parties hereto
         agree that the  restricted  shares of Common  Stock to be  received  by
         Consultant hereunder shall have a value of $0.35 per share.

                  (c)  Expenses.  Provided  Consultant  has  obtained  the prior
         written  consent  of the  Board  of  Directors  to  incur  expenses  in
         rendering  consulting services  hereunder,  during the term hereof, the
         Company shall  reimburse  Consultant  for all  reasonable and necessary
         out-of-pocket  travel and other  expenses  incurred  by  Consultant  in
         rendering  consulting services required under the terms of this Article
         III, such  reimbursement  to be on a monthly basis upon submission of a
         detailed monthly statement and reasonable documentation.

The  compensation  set forth in this  Section 3.3 will be the sole  compensation
payable to Consultant for consulting services and no additional  compensation or
fee will be payable by the Company to Consultant by reason of any benefit gained
by the Company directly or indirectly through Consultant's consulting efforts on
the  Company's  behalf,  nor  shall  the  Company  be  liable in any way for any
additional  compensation or fee for consulting services unless the Company shall
have expressly agreed thereto in writing.

                                       IV.
                                 CONFIDENTIALITY
                                 ---------------

         4.1 Acknowledgment of Proprietary  Interest.  Consultant recognizes the
proprietary  interest  of  the  Company  in  any  Confidential  and  Proprietary
Information (as hereinafter  defined) of the Company. As used in this Section 4,
the "Company"  shall  include any  Affiliates  or  subsidiaries  of the Company.
Consultant acknowledges and agrees that any and all Confidential and Proprietary
Information  communicated  to,  learned of,  developed or otherwise  acquired by
Consultant  during the course of his  engagement  by the Company  after the date
hereof,  whether  developed by Consultant alone or in conjunction with others or
otherwise,  shall be and is the  property  of the  Company.  Consultant  further
acknowledges  and  understands  that  his  disclosure  of any  Confidential  and
Proprietary  Information  of the Company will result in  irreparable  injury and
damage  to  the  Company.   As  used  herein,   "Confidential   and  Proprietary
Information"  means,  but is not limited to,  information  derived from reports,
investigations,  experiments,  research,  work in progress,  drawings,  designs,
plans,  proposals,  codes,  marketing and sales programs,  client lists,  client
mailing lists, financial projections, cost summaries, pricing formula, contracts
analyses,  financial  information,  projections,  confidential  filings with any
national  or  local  agency,  and  all  other  concepts,   ideas,  materials  or
information  prepared  or  performed  for, by or on behalf of the Company by its
employees, officers, directors, agents, representatives or consultants.


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         4.2 Covenant Not-to-Divulge  Confidential and Proprietary  Information.
Consultant  acknowledges  and agrees that the Company is entitled to prevent the
disclosure of  Confidential  and  Proprietary  Information.  As a portion of the
consideration  for the retainment of Consultant and for the  compensation  being
paid to  Consultant  by the Company,  Consultant  agrees at all times during the
term of this Agreement and thereafter to hold in strictest confidence and not to
disclose to any person,  firm or  corporation,  other than to persons engaged by
the Company to further the business of the Company, and not to use except in the
pursuit  of  the  business  of  the  Company,   Confidential   and   Proprietary
Information,  without  the  prior  written  consent  of the  Company,  including
Confidential  and  Proprietary  Information  developed by Consultant  during the
course  of  his   engagement   with  the  Company;   provided,   however,   that
notwithstanding the foregoing,  Consultant shall not be obligated to keep secret
and not to disclose Confidential and Proprietary  Information generally known to
the public through no wrongful act of Consultant.

         4.3  Return  of  Materials.  In the  event of any  termination  of this
Agreement  for any  reason  whatsoever,  or at any time upon the  request of the
Company, Consultant will promptly deliver to the Company all documents, data and
other  information  pertaining  to  Confidential  and  Proprietary  Information.
Consultant  shall  not  take  any  documents  or  other   information,   or  any
reproduction or excerpt  thereof,  containing or pertaining to any  Confidential
and Proprietary  Information,  unless as otherwise  authorized in writing by the
President of the Company.

                                   ARTICLE V.
                                 NONCOMPETITION
                                 --------------

         5.1 Agreement Not-To-Compete.  Without the prior written consent of the
Company,  Consultant  shall not,  during  the Term and for a period of  one-year
thereafter,   directly  or  indirectly,   invest  (other  than   investments  in
publicly-owned  companies  which  constitute  not  more  than  5% of the  voting
securities of any such  company),  engage or  participate  in any business which
engages in the  business  which the  Company  operates  as of the date hereof or
which the Company and/or its Affiliates  conduct during the Term anywhere in the
Dallas-Fort Worth Metroplex.

                                   ARTICLE VI.
                                  MISCELLANEOUS
                                  -------------

         6.1  Relationship  of  Parties.   This  Agreement  does  not  create  a
partnership,  joint venture,  or association;  nor does this  Agreement,  or the
operations hereunder, create the relationship of lessor and lessee or bailor and
bailee.  Nothing  contained in this  Agreement or in any agreement made pursuant
hereto  shall ever be  construed  to create a  partnership,  joint  venture,  or
association,  or the relationship of lessor and lessee or bailor and bailee,  or
to impose any duty,  obligation,  or liability  that would arise  therefrom with
respect to any of the Parties.

         6.2 No Third  Party  Beneficiaries.  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. No
person or entity  shall be deemed a third party  beneficiary  of this  Agreement
except to the extent a third party is expressly given rights herein.  Consultant
may not assign any of his rights,  obligations or duties  hereunder  without the
prior written consent of the Company.



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         6.3 Remedies.  Consultant recognizes and acknowledges that in the event
of any default in, or breach of any of, the terms,  conditions  or provisions of
this  Agreement  (either  actual or  threatened)  by  Consultant,  the Company's
remedies at law shall be inadequate. Accordingly, Consultant agrees that in such
event,  the  Company  shall  have  the  right  of  specific  performance  and/or
injunctive relief in addition to any and all other remedies and rights at law or
in equity, and such rights and remedies shall be cumulative.

         6.4 Notices. Any notices, consents,  demands,  requests,  approvals and
other  communications  to be given under this  Agreement  by either party to the
other must be in writing and given by personal delivery, facsimile transmission,
courier service or sent by mail,  registered or certified,  postage prepaid with
return receipt  requested.  Such notice shall be deemed  received on the date on
which it is personally delivered,  transmitted by facsimile or couriered,  or on
the third business day following the date on which it so mailed. For purposes of
notices, the addresses of the parties shall be:

         If to the Company:    Million Dollar Saloon, Inc.
                               6848 Greenville Avenue
                               Dallas, Texas 75231
                               Attention: President
                               Fax No.: (214) 691-6788

         If to Consultant:     Steve Wheeler
                               2152 West Northwest Highway
                               Suite 118
                               Dallas, Texas 75220
                               Fax No.: (972) 409-9639
                               Phone No.: (972) 432-0800

Any party may change its address for notice by written notice given to the other
party in accordance with this Section.

         6.5 Governing Law.  THIS AGREEMENT HAS  BEEN EXECUTED AND  DELIVERED IN
AND SHALL BE INTERPRETED,  CONSTRUED, AND ENFORCED PURSUANT TO AND IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS.

         6.6 Enforcement. In the event any party shall resort to legal action to
enforce the terms and provisions of this  Agreement,  the  prevailing  party may
recover  from the  other  party  the costs of such  action,  including,  without
limitation, reasonable attorneys' fees.

         6.7 Severability.  In the event any provision of this Agreement is held
to be unenforceable for any reason,  such provision shall be severable from this
Agreement  if  it is  capable  of  being  identified  with  and  apportioned  to
reciprocal  consideration  or to the extent that it is a  provision  that is not
essential  and the absence of which would not have  prevented  the parties  from
entering into this Agreement.  The unenforceability of a provision that has been
performed  shall  not be  grounds  for  invalidation  of  this  Agreement  under
circumstances in which the true controversy between the parties does not involve
such provision.


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         6.8 Entire Agreement. This Agreement supersedes all previous contracts,
agreements and understandings  between the parties concerning the subject matter
hereof, and constitutes the entire agreement between the parties with respect to
the subject  matter  hereof.  No oral  statements or prior written  material not
specifically  incorporated  herein  shall be of any  force  and  effect,  and no
changes  in  or  additions  to  this  Agreement   shall  be  recognized   unless
incorporated  herein by amendment,  such amendment(s) to become effective on the
date(s) stipulated therein.

         6.9 Amendments and Waivers. The provisions of this Agreement may not be
amended,  modified  or  supplemented  without the prior  written  consent of all
parties.

         6.10 Headings.  The headings of the Sections  and  paragraphs  of  this
Agreement  have been  inserted  for  convenience  of  reference  only and do not
constitute a part of this Agreement.

         6.11 Waiver of Breach.  The waiver by  any party  hereto of a breach of
any provision of this Agreement shall not operate or be construed as a wavier of
any subsequent breach by any party.

         6.12 Other Obligations. Consultant represents and warrants that she has
not as of the execution of this Agreement  assumed any obligations  inconsistent
with those contained herein.

         6.13 Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each  of  which  will  be  taken  to be  an  original;  but  such
counterparts will together constitute one document.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

                                      THE MILLION DOLLAR SALOON, INC.


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

                                      ------------------------------------------
                                      STEVE WHEELER





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