Exhibit 10.1          Stock Purchase Agreement.


                            STOCK PURCHASE AGREEMENT

     THIS  STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of
May  31,  2002,  by  and  among  Voice  Media, Inc., a Nevada corporation, whose
address  is 2533 North Carson Street, Suite 1091, Carson City, Nevada 89706 (the
"Seller")  and  Rick's  Cabaret  International, Inc., a Texas corporation, whose
address  is  505  North Belt, Suite 630 Houston, Texas 77060 (the "Buyer" or the
"Company")

                              W I T N E S S E T H:

      WHEREAS, Seller owns 700,000 shares (the "Shares") of common stock of the
Company; and

      WHEREAS, the Seller desires to sell the Shares to the Buyer and the Buyer
desire to purchase the Shares from the Seller, on the terms and conditions set
forth in this Agreement;

      NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

                                    ARTICLE I
                           SALE AND PURCHASE OF STOCK

1.1   Sale and Purchase of Stock. Upon the terms and subject to the conditions
      --------------------------
      set forth in this Agreement, on the Closing Date (as hereinafter defined),
      the Seller shall assign, transfer and sell the Shares to the Buyer.

1.2   Purchase Price. In consideration for such assignment, transfer and sale by
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      the Seller of the Shares to Buyer, Buyer shall pay to Seller the purchase
      price of $918,700.00 (the "Purchase Price") for the Shares, payable as
      follows:

      (a)   The amount of $229,675.00 due on January 10, 2003.

      (b)   The amount of $229,675.00 due on January 10, 2004.

      (c)   The amount of $229,675.00 due on January 10, 2005.

      (d)   A final payment in the amount of $229,675.00 due on January 10,
            2006.


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                                     ARTICLE
                         CLOSING; PROCEDURES AT CLOSING

     2.1  Closing.  The  consummation of the purchase and sale and assignment of
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     the Shares pursuant hereto (the "Closing") shall be effective as of May 31,
     2002,  and  shall  take place at the offices of Axelrod, Smith & Kirshbaum,
     5300  Memorial Drive, Suite 700, Houston, Texas 77007 or at such other time
     and  place  as  the Seller and the Buyer may mutually agree in writing (the
     "Closing  Date").

     2.2 Closing Deliveries By the Seller. On the Closing Date, the Seller shall
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     deliver, or cause to be delivered to the Buyer, the Certificates evidencing
     the  Shares duly endorsed for assignment and transfer to the Buyer, or with
     appropriate  stock transfer powers, and such other instruments or documents
     as  the  Buyer  may  reasonably  request.

     2.3  Closing  Deliveries  and  by the Buyer. On the Closing Date, the Buyer
          --------------------------------------
     shall  deliver  or  cause to be delivered to the Seller such instruments or
     documents  as  the  Seller  may  reasonably  request.

                                   ARTICLE III
              REPRESENTATIONS AND WARRANTIES OF SELLER AND RON LEVI

The  Seller  represents  and  warrants  to  the  Buyer  as  follows:

     3.1  Organization. Seller is a corporation duly organized, validly existing
          ------------
     and in good standing under the laws of the State of Nevada, with full power
     and  authority  and  all  necessary  governmental  and regulatory licenses,
     permits  and  authorizations  to  carry  on  the  businesses in which it is
     engaged,  to  own  the properties that it owns currently and to perform its
     obligations  under  this  Agreement,  is  duly  qualified or licensed to do
     business  and is in good standing as a foreign corporation in all states or
     jurisdictions  which  the  conduct  of  such  business  requires  such
     qualification  and  which  the failure to be so qualified or licensed would
     have  a  material adverse effect on the business of the Seller. All of such
     issued  and  outstanding  shares  of  common  stock  of  Seller  are  duly
     authorized,  validly  issued,  fully  paid  and  non-assessable.

     3.2.  Authorization.  The  Seller  has  all  requisite  corporate power and
           -------------
     authority  to  execute  and  deliver  this  Agreement  and  to  perform its
     obligations  hereunder.  The  execution  and  delivery  by  Seller  of this
     Agreement  and  the  performance by Seller of its obligations hereunder (a)
     have been duly and validly authorized by all requisite corporate action and
     (b)  will not violate its charter or bylaws or any order, writ, injunction,
     decree,  statute,  rule  or  regulations  applicable  to  it  or any of its
     properties  or  assets,  or  be  in conflict with, result in a breach of or
     constitute  a  default  under  any  note, bond, indenture, mortgage, lease,
     license,  franchise agreement or other agreement, instrument or obligation,
     or  result in the creation or imposition of any lien, charge or encumbrance
     of any kind or nature whatsoever


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      upon  any  of  the  Shares.  This  Agreement and each and every agreement,
      document,  exhibit  and instrument to be executed, delivered and performed
      by  the  Seller  in  connection  herewith constitute the valid and legally
      binding  obligations  of  the  Seller enforceable against it in accordance
      with  their  respective  terms, except as enforceability may be limited by
      applicable  equitable  principles  or  by  bankruptcy,  insolvency,
      reorganization,  moratorium,  or  similar laws from time to time in effect
      affecting  the  enforcement  of  creditors'  rights  generally.

     3.3.  Ownership  of  the Shares. The Seller owns beneficially and of record
           -------------------------
     all  of  the Shares free and clear of any liens, claims, equities, charges,
     options,  rights  of  first refusal, or encumbrances or other restrictions.

     3.4 Transfer of the Shares. The Seller has the unrestricted right and power
         ----------------------
     to  transfer,  convey,  assign  and  deliver  full  ownership of the Shares
     without  the  consent  or  agreement  of  any  other  person.

     3.5  Access to Information of Buyer. The sole director and president of the
          ------------------------------
     Buyer  is presently a director of the Seller. The Seller owns more than 10%
     of  the  Buyer.  The Seller has received, or has had access to, and has had
     sufficient opportunity to review, all books, records, financial information
     and  other information of the Buyer which the Seller considers necessary or
     advisable  to  enable  it  to  make  a  decision concerning its sale of the
     Shares,  and  that  it possesses such knowledge and experience in financial
     and  business  matters that renders it capable of evaluating the merits and
     risks  of  selling  the  Shares hereunder. The Seller has reviewed the Form
     10-KSB  of  the Buyer for the fiscal year ended September 30, 2001, and the
     subsequent  Form 10-QSBs for the Quarters ended December 31, 2001 and March
     31,  2002,  and  it  is  knowledgeable  about the business prospects of the
     Buyer.

     3.6  Disclosure.  The  representations  and  warranties  contained  in this
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     Agreement  with respect to Seller to do not contain any untrue statement of
     a  material  fact  or omit to state any material fact necessary in order to
     make  the  statements  and  information  contained  in  this  Agreement not
     misleading.

                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

The  Buyer  represents  and  warrants  to  the  Seller  as  follows:

     4.1.  Organization.  The  Buyer  is  a  corporation duly organized, validly
           ------------
     existing  and  in  good standing under the laws of the State of Texas, with
     full  power  and  authority  and  all necessary governmental and regulatory
     licenses, permits and authorizations to carry on the businesses in which it
     is engaged, to own the properties that it owns currently and to perform its
     obligations  under  this  Agreement,  is  duly  qualified or licensed to do
     business  and is in good standing as a foreign corporation in all states or
     jurisdictions  which  the  conduct  of  such


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      business  requires  such  qualification  and  which  the  failure to be so
      qualified or licensed would have a material adverse effect on the business
      of the Buyer. All of such issued and outstanding shares of common stock of
      the  Buyer  are  duly  authorized,  validly  issued,  fully  paid  and
      non-assessable.

     4.2.  Authorization.  The  Buyer  has  all  requisite  corporate  power and
           -------------
     authority  to  execute  and  deliver  this  Agreement  and  to  perform its
     obligations  hereunder.  The  execution  and  delivery  by  Buyer  of  this
     Agreement and the performance by the Buyer of its obligations hereunder (a)
     have been duly and validly authorized by all requisite corporate action and
     (b)  will not violate its charter or bylaws or any order, writ, injunction,
     decree,  statute,  rule  or  regulations  applicable  to  it  or any of its
     properties  or  assets,  or  be  in conflict with, result in a breach of or
     constitute  a  default  under  any  note, bond, indenture, mortgage, lease,
     license,  franchise agreement or other agreement, instrument or obligation,
     or  result in the creation or imposition of any lien, charge or encumbrance
     of  any  kind  or nature whatsoever upon any of the properties or assets of
     the  Buyer.  This Agreement and each and every agreement, document, exhibit
     and  instrument  to  be  executed,  delivered and performed by the Buyer in
     connection herewith constitute the valid and legally binding obligations of
     the Buyer enforceable against it in accordance with their respective terms,
     except  as enforceability may be limited by applicable equitable principles
     or  by  bankruptcy, insolvency, reorganization, moratorium, or similar laws
     from  time to time in effect affecting the enforcement of creditors' rights
     generally.

     4.3  Disclosure.  The  representations  and  warranties  contained  in this
          ----------
     Agreement with respect to each Buyer do not contain any untrue statement of
     a  material  fact  or omit to state any material fact necessary in order to
     make  the  statements  and  information  contained  in  this  Agreement not
     misleading.

                                    ARTICLE V
                            CONDITIONS TO THE CLOSING

The  obligations  of  Seller to sell the Shares and Buyer to purchase the Shares
shall  be  subject  to  the  simultaneous  or  prior  fulfillment of each of the
following  conditions:

     5.1 Authorization of Sale. All corporate action necessary by the Seller and
         ---------------------
     the  Buyer  to  authorize  the  execution, delivery and performance of this
     Agreement and the consummation of the transaction contemplated hereby shall
     have  been  duly  and  validly  taken.

     5.2  Consents.  All  consents,  authorizations, orders and approvals of (or
          --------
     filings  or registrations with) any governmental commission, board or other
     regulatory  body  required  in  connection with the execution, delivery and
     performance  of  this  Agreement  shall  have  been  obtained.


<PAGE>
     5.3  Documents.  The  Seller  and the Buyer shall have furnished each other
          ---------
     with  all  documents,  certificates,  endorsements,  stock powers and other
     instruments  required  to  be  furnished to the other party pursuant to the
     terms  of  this  Agreement.

     5.4  Representations  and  Warranties  Correct.  The  representations  and
          -----------------------------------------
     warranties  of  Seller  and the Buyer contained in herein shall be true and
     correct  as  of  the  Closing  Date.

                                   ARTICLE VI
                                INDEMNIFICATION

     6.1  Indemnification from the Seller. The Seller hereby agrees to and shall
          -------------------------------
     indemnify,  defend (with legal counsel reasonably acceptable to Buyer), and
     hold  Buyer,  and  its directors, officers, employees, affiliates, assigns,
     agents,  legal  counsel  successors and assigns harmless at all times after
     the  date  of  this Agreement, from and against any and all actions, suits,
     claims,  demands,  debts, liabilities, obligations, losses, damages, costs,
     expenses,  penalties  or  injury  (including reasonable attorneys' fees and
     costs  of  any  suit  related thereto) suffered or incurred by them arising
     from (a) any misrepresentation by, or breach of any covenant or warranty of
     the  Seller  contained  in  this Agreement, or any exhibit, certificate, or
     other  instrument furnished or to be furnished by the Seller hereunder, (b)
     any  nonfulfillment  of  any agreement on the part of the Seller under this
     Agreement,  or  (c)  from  any  material  misrepresentation  in or material
     omission  from,  any  certificate  or  other  instrument furnished or to be
     furnished  to  Buyer  hereunder.

     6.2  Indemnification  from  the Buyer. The Buyer hereby agrees to and shall
          --------------------------------
     indemnify,  defend (with legal counsel reasonably acceptable to the Seller)
     and  hold  the  Seller, and its directors, officers, employees, affiliates,
     assigns,  agents,  legal  counsel,  successors  and assigns harmless at all
     times after the date of the Agreement from and against any and all actions,
     suits,  claims,  demands, debts, liabilities, obligations, losses, damages,
     costs,  expenses, penalties or injury (including reasonably attorneys' fees
     and  costs  of  any  suit  related  thereto)  suffered or incurred by them,
     arising  from  (a)  any  misrepresentation by, or breach of any covenant or
     warranty  of Buyer contained in this Agreement or any exhibit, certificate,
     or  other  agreement  or  instrument  furnished or to be furnished by Buyer
     hereunder;  (b)  any  nonfulfillment  of any agreement on the part of Buyer
     under  this  Agreement;  or  (c)  from any material misrepresentation in or
     material  omission  from,  any  exhibit,  certificate or other agreement or
     instrument  furnished  or  to  be  furnished  to  the  Seller  hereunder.

     6.3  Defense  Of  Claims.  If  any  lawsuit  or enforcement action is filed
          -------------------
     against  any  party entitled to the benefit of indemnity hereunder, written
     notice  thereof  shall  be  given  to the indemnifying party as promptly as
     practicable  (and in any event not less than fifteen (15) days prior to any
     hearing  date  or  other date by


<PAGE>
      which  action must be taken); provided that the failure of any indemnified
      party  to  give  timely  notice shall not affect rights to indemnification
      hereunder  except  to  the extent that the indemnifying party demonstrates
      actual  damage caused by such failure. After such notice, the indemnifying
      party  shall  be entitled, if it so elects, to take control of the defense
      and  investigation  of  such  lawsuit  or  action and to employ and engage
      attorneys  of  its  own  choice  to  handle  and  defend  the same, at the
      indemnifying  party's  cost,  risk and expense; and such indemnified party
      shall cooperate in all reasonable respects, at its cost, risk and expense,
      with the indemnifying party and such attorneys in the investigation, trial
      and  defense  of  such lawsuit or action and any appeal arising therefrom;
      provided,  however,  that  the  indemnified  party  may,  at its own cost,
      participate  in  such  investigation, trial and defense of such lawsuit or
      action and any appeal arising therefrom. The indemnifying party shall not,
      without  the  prior  written  consent of the indemnified party, effect any
      settlement  of any proceeding in respect of which any indemnified party is
      a  party and indemnity has been sought hereunder unless such settlement of
      a  claim,  investigation, suit, or other proceeding only involves a remedy
      for  the  payment  of  money  by  the  indemnifying  party and includes an
      unconditional  release  of  such  indemnified  party from all liability on
      claims  that  are  the  subject  matter  of  such  proceeding.

     6.4  Default  Of  Indemnification  Obligation.  If  an entity or individual
          ----------------------------------------
     having  an  indemnification, defense and hold harmless obligation, as above
     provided,  shall fail to assume such obligation, then the party or entities
     or both, as the case may be, to whom such indemnification, defense and hold
     harmless obligation is due shall have the right, but not the obligation, to
     assume  and  maintain  such  defense (including reasonable counsel fees and
     costs  of  any  suit related thereto) and to make any settlement or pay any
     judgment  or  verdict  as  the  individual  or  entities  deem necessary or
     appropriate  in such individual's or entities' absolute sole discretion and
     to  charge  the  cost  of  any such settlement, payment, expense and costs,
     including  reasonable attorneys' fees, to the entity or individual that had
     the  obligation  to provide such indemnification, defense and hold harmless
     obligation and same shall constitute an additional obligation of the entity
     or  of  the  individual  or  both,  as  the  case  may  be.

                                   ARTICLE VII
                               GENERAL PROVISIONS

     7.1  Notices. Any notice, request, instrument or other document to be given
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     hereunder  shall be in writing and shall be deemed delivered on the date of
     delivery  when delivered personally, or one day after dispatch when sent by
     a  reputable  overnight delivery service maintaining records or receipt, or
     three days after dispatch when sent by certified or registered mail, return
     receipt  requested,  postage  prepaid:


<PAGE>
If  to  the  Seller:
Voice  Media,  Inc.
2533  North  Carson  Street,  Suite  1091
Carson  City,  Nevada  89706



                    With  a  copy  to:

                    Howard L. Rosoff
                    Rosoff, Schiffres & Barta
                    11755 Wilshire Boulevard, Suite 1450
                    Los Angeles, California  90025


If  to  the  Buyer:

Rick's Cabaret International, Inc.
Attn:  Eric  Langan
505  North Belt,  Suite  630
Houston,  Texas  77060
     With a copy to:

Robert D. Axelrod
Axelrod, Smith & Kirshbaum
5300 Memorial Drive,  Suite 700
Houston, Texas  77007

     7.2  Entire  Agreement.  This  Agreement  constitutes  the entire agreement
          -----------------
     between  the  parties  with  respect  to  the  subject  matter  hereof  and
     supersedes  all  prior  agreements and undertakings, both written and oral,
     between  the  parties  with  respect  to  the  subject  matter  hereof.

     7.3  Governing  Law.  This Agreement shall be governed by, and construed in
          --------------
     accordance  with,  the  laws  of the State of Texas, regardless of the laws
     that  might  otherwise  govern  under applicable principles of conflicts of
     laws  thereof.

     7.4  Headings.  The  descriptive  headings  contained in this Agreement are
          --------
     included  for convenience of reference only and shall not affect in any way
     the  meaning  or  interpretation  of  this  Agreement.

     7.5  Number,  Gender.  Whenever the context so requires, the singular shall
          ---------------
     include  the  plural  and  the  plural  shall include the singular, and the
     gender  of  any  pronoun  shall  include  the  other  genders.


<PAGE>
     7.6 Severability. Wherever possible, each provision of this Agreement shall
         ------------
     be  interpreted  in  such  a  manner  as  to  be  effective and valid under
     applicable  law, but if any provision of this Agreement shall be prohibited
     by or invalidated under applicable law, such provision shall be ineffective
     to  the  extent  of  such  provision  and  the remaining provisions of this
     Agreement  shall  remain  fully  effective.

     7.7  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
          ------------
      counterparts,  and  by  the  different  parties  hereto  in  separate
      counterparts,  each  of  which  when  executed  shall  be  deemed to be an
      original but all of which taken together shall constitute one and the same
      agreement.

     7.8  Assignment; Successors. This Agreement shall be binding upon and shall
          ----------------------
     inure  to  the  benefit of the parties hereto, their respective successors,
     successors  in  title, and lawful assigns. No party shall have the right to
     assign  this  Agreement,  or any interest under this Agreement, without the
     prior  written  consent  of  the  other  party.

     7.9  Costs  And Expenses. The Seller shall pay all of the fees and expenses
          -------------------
     incurred  by  it  and  the  Buyer  shall  pay  all of the fees and expenses
     incurred  by  it,  in  negotiating  and  preparing  this  Agreement  and in
     consummating  the  transactions  contemplated  by  this  Agreement.


                      [SIGNATURES APPEAR ON THE NEXT PAGE]



<PAGE>
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be
executed as of the date first written above.

                                        SELLER:
                                        Voice Media, Inc.
                                        By:    /s/ Ron Levi
                                        Ron Levi, Sole Director and
                                        President

                                        BUYER:
                                        Rick's Cabaret International, Inc.
                                        By:  /s/ Eric Langan
                                        Eric Langan, President


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