EXHIBIT 10.3


                         MODIFICATION OF LEASE AGREEMENT
                         -------------------------------

     This Modification of Lease Agreement is made and entered into this 31st day
of January,  2001, effective December 28, 2000 by and between Corporation Lex, a
Texas Corporation,  whose address is 6848 Greenville Avenue, Dallas, Texas 75231
(hereinafter  referred to as "Landlord") and MD II Entertainment,  Inc., a Texas
Corporation,  whose  address  is 3021  West  Northwest  Highway,  Dallas,  Texas
(hereinafter referred to as "Tenant").

                              W I T N E S S E T H :

     Whereas  Tenant is an assignee of all rights of Duncan  Burch,  Inc.  under
that certain lease date of the 25th day of May, 1990 between Landlord and Duncan
Burch,  Inc.,  (herein  referred to as "Lease  Agreement")  related to 3021 West
Northwest Highway (herein referred to as "lease Premises").

         Whereas City of Dallas has passed legislation making it illegal for the
use, a night-club featuring erotic female striptease provided for and
contemplated by the Lease Agreement to operate, and

     Whereas  pursuant to  paragraph 39 of the Lease  Agreement,  Tenant has the
option to terminate the Lease Agreement in such a situation, and

     Whereas  the  change  of  operations  necessary  to  comply  with  the law,
substantial economic impact has befallen Tenant, and

     Whereas  Tenant (and D.  Burch,  Inc.)  notified  Landlord of its desire to
exercise its option to terminate  the Lease  Agreement  unless  modification  of
Lease Agreement could be reached and;

     Whereas the parties negotiated this modification in good faith to prevent a
termination  of the lease and allow its  parties to obtain  the mutual  economic
benefit of the continued Landlord/Tenant relationship.

     Therefore,  in consideration of the mutual  agreements set forth herein the
parties agree to modify the Lease Agreement as follows:

                                    ARTICLE I

                           MODIFICATION TO PARAGRAPH 2

     Paragraph No. 2, the "use" provision, is modified to read as follows:

     "Tenant  shall use the lease  premises  as a theater,  restaurant  or other
     legal use featuring  erotic  female  striptease  provided  Tenant shall not
     operate  same a s a sexually  oriented  business  unless  Tenant  obtains a
     license/exemption   from  the  City  of  Dallas.   If  any   government  or
     quasi-public  authority  regulates  or licenses  type of use,  Tenant shall
     comply with all such statutes, laws and regulations promulgated by any such
     authority".

                                   ARTICLE II

                           MODIFICATION TO PARAGRAPH 5

     Paragraph No. 5 the "rental" provision is modified to read as follows:

     "5(a) The "base" rental during the term of this lease shall be one-thousand
     dollars  ($1,000.00)  per week  beginning on December 28, 2000 and for each
     weak thereafter, until the end of the lease or May 23, 2002. In addition to
     the "base"  rent,  Tenants  shall pay  Landlord an  additional  rent in the
     amount of ten percent (10%) of all "Gross Sales" (as  hereinafter  defined)
     exceeding  ten  thousand  ($10,000.00)  per  week  starting  with  sales on
     December 28, 2000.  Tenant shall pay Landlord such percentage rent (if any)
     within thirty (30) days of the end of each  respective  quarter and provide
     an accounting of the calculation of same as set out hereinafter".

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     "5(b) The term "Gross Sales" as used herein shall mean the entire amount of
     actual  receipts  (cash or  otherwise)  generated  by  tenant  of the Lease
     Premises, from all sales of food, beverage,  gift certificates,  or similar
     vouchers, and including door/cover/admission charges and all other sales or
     other charges made in the normal course of business required to be reported
     in Texas sales tax returns  and liquor tax  returns  provided,  however the
     term of the "Gross  Sales"  shall not include the amount of sales or liquor
     tax paid on "Gross Sales" or amounts/fees collected for entertainment (i.e.
     table  dances).  As  used  in  this  section  "tenant"  shall  include  any
     subsidiary, Sub-Tenant, concessionaire, or license of any Tenant conducting
     business  at the  least  premises  with  Tenant's  approval,  but shall not
     include  valet  services or  entertainers  and shall only include  Tenant's
     portion of the proceeds received from any unrelated vendor,  concessionaire
     or independent contractor".

     "5(c) Within thirty (30) days  following  the end of each calendar  quarter
     during each Lease Year or  Fractional  Lease  Year,  Tenant  shall  furnish
     Landlord a statement  of "Gross  Sales",  along with  copies of  associated
     state sales and liquor tax along with copies of associated  state sales and
     liquor tax returns  ("Quarterly  Report") made during the period covered by
     such Quarterly Rent  accompanied by the payment of all additional  rent due
     under paragraph 5(b), if any, for such quarter".

                                   ARTICLE III

                           OTHER PROVISIONS UNAFFECTED

     All other  provisions of the Lease Agreement shall remain in full force and
effect except as those specifically modified herein.

         Signed on this 31st day of January, 2001.



--------------------------                      --------------------------------
Corporation Lex by                              MD II Entertainment Inc. by
Nick Mehmeti-Its President                      Steve Craft-Its Vice President

                                                APPROVED:


                                                --------------------------------
                                                Duncan Burch, Inc. by
                                                Gene LeClaire-Its Vice President