ASSET PURCHASE AGREEMENT
                            ------------------------

     This  Asset  Purchase  Agreement  (the "Agreement") is made this ___ day of
June  2003,  by  and  among  Taurus  Entertainment  Companies,  Inc., a Colorado
corporation  ("Taurus")  and  Rick's  Cabaret  International,  Inc.,  a  Texas
corporation  ("Rick's").

                                R E C I T A L S:

     WHEREAS, Taurus previously entered into a Stock Exchange Agreement with the
stockholder (the Stockholder") of Bluestar Physical Therapy, Inc. (Bluestar"), a
Texas  corporation,  whereby  Taurus  issued  to the Stockholder an aggregate of
9,650,000  shares  of  Taurus  common  stock  in  exchange  for  an aggregate of
9,650,000 shares of common stock of  Bluestar and Bluestar became a wholly owned
subsidiary  of  Taurus;  and

     WHEREAS,  Rick's  presently owns 4,002,008 shares of common stock of Taurus
(the  "Taurus  Shares");  and

     WHEREAS,  Taurus  is  the  owner  of  certain  subsidiaries,  including,
Broadstreets  Cabaret,  Inc., a Texas corporation ("Broadstreets"), XTC Cabaret,
Inc.,  a  Texas  corporation  ("XTC") and Citation Land, L.L.C., a Texas limited
liability  company  ("Citation")  (Broadstreets,  XTC  and  Citation hereinafter
collectively  referred  to  as  the  "Other  Subsidiaries");  and

     WHEREAS,  Taurus  is  the  owner  of certain tangible and intangible assets
associated or used in connection with the activities and operations of the Other
Subsidiaries  as  such activities and operations exist on the date first written
above;  and

     WHEREAS,  Taurus  desires  to  sell,  convey, assign and transfer the Other
Subsidiaries and the assets associated or used in connection with the activities
and  operations  thereof  to  Rick's;  and

     WHEREAS,  Rick's  desires  to  purchase  the  Other  Subsidiaries  and  the
associated  assets  upon  and  subject  to  the  terms  and  conditions  of this
Agreement.

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
agreements  set  forth  herein  and  in  reliance  upon  the representations and
warranties  contained  herein, the parties hereto covenant and agree as follows:

                                    ARTICLE I
                          PURCHASE AND SALE OF ASSETS

     1.1     Assets  of Taurus to be Transferred and Conveyed to Rick's.  On the
             ----------------------------------------------------------
Closing  Date  (as  defined  in Article VI hereof), and subject to the terms and
conditions  set  forth  in this Agreement, Rick's agrees to purchase, accept and
acquire  from  Taurus,  and  Taurus agrees to sell, transfer, assign,


                                        1
<PAGE>
convey  and  deliver  to  Rick's,  all  of Taurus's equity ownership interest in
certain  of  its  subsidiaries  as  set  forth  below,  and all right, title and
interest  of  Taurus  in  and  to  the certain tangible and intangible assets of
Taurus associated or used in connection with activities and operations of Taurus
set  forth  below  (the  "Purchased  Assets"):

     (i)  All  of Taurus's membership interest in Citation Land, L.L.C., a Texas
          limited  liability  company  ("Citation").

     (ii) All  of  Taurus's  capital stock in Broadstreets Cabaret, Inc. a Texas
          corporation  ("Broadstreets").

     (iii)  All  of  Taurus's  capital  stock  in  XTC  Cabaret,  Inc.,  a Texas
          corporation  ("XTC").

     (iv) All  of  the  books and records of the companies listed in Section 1.1
          (i)  through  1.1  (iii).

     (v)  All  of  the  tangible  and  intangible  assets  of  Taurus located or
          commonly  used  at 505 North Belt, Suite 630, Houston, Texas 77060, or
          at any location of the companies listed in Section 1.1 (i) through 1.1
          (iii).

     (vi) All  cash,  cash equivalents and marketable securities of Taurus prior
          to  the  acquisition  of  and  exclusive  of  Bluestar.

     (vii) All telephone numbers, e-mail addresses, domain names and trade names
          of  Taurus prior to the date of Acquisition and exclusive of Bluestar.

     1.2     Intent  of the Parties.  Although the exhibits and the schedules to
             ----------------------
this  Agreement  are intended to be complete, to the extent any rights or assets
of  Taurus  are  otherwise  necessary for the ownership and use of the Purchased
Assets,  but  are  not  properly  itemized  or  do  not appear on the applicable
exhibits where required, then, unless this Agreement otherwise provides directly
for  Rick's  to  provide for or obtain such rights or assets in a different way,
the  general  language  of  Section  1.1 shall govern and such rights and assets
shall  nonetheless  be  deemed  transferred  to  Rick's  at  the  Closing.

     1.3     Excluded  Assets.  For  the  purposes  of  this Agreement, the term
             ----------------
"Purchased  Assets"  shall  not  include  and Taurus shall not sell or assign to
Rick's,  and  Rick's shall not purchase or accept assignment from Taurus of, any
right,  title  or  interest  owned by Taurus in assets that were or are owned by
Bluestar  (the  "Excluded  Assets").

                                   ARTICLE II


                                        2
<PAGE>
                        ASSUMED AND EXCLUDED LIABILITIES

     Except  for  liabilities  assumed  which  expressly relate to the Purchased
Assets  that  exist  immediately  prior  to the Closing Date and the liabilities
related  to  the  Purchased  Assets  that  may arise in the future, which Rick's
hereby  assumes  and  will  hereafter  be  responsible  for performing ("Assumed
Liabilities"),  Rick's  shall  not  assume  or  be  responsible  for  any of the
liabilities  or  obligations  of  Taurus  with  respect  to  any  liabilities or
obligations  of  Bluestar  (the  "Excluded  Liabilities").

                                  ARTICLE III
                     PURCHASE PRICE AND OTHER CONSIDERATION

     3.1     Purchase  Price.  As consideration for the Purchased Assets, Rick's
             ---------------
shall  pay  to  Taurus  as  follows:

     (i)  Rick's  shall  cause  to be delivered to Taurus, for cancellation, the
          quantity  of  3,752,008 shares of common stock of Taurus duly endorsed
          to  Taurus  or  accompanied  by  duly  executed  stock  powers  (the
          "Cancellation  Shares");

     (ii) $20,000  in cash, check or certified funds payable to Taurus by Rick's
          at  Closing.

Taurus  shall  promptly deliver the Cancellation Shares to the transfer agent of
Taurus  for  cancellation  on  the  transfer  records  and ledger, and the stock
register  of  Taurus.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF TAURUS

     Taurus  represents  and  warrants  to  Rick's  as  follows:

     4.1     Organization  of  Taurus.  Taurus  is a corporation duly organized,
             ------------------------
validly  existing  and in good standing under the laws of the State of Colorado,
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
where  the  conduct  of  such business requires such qualification and where the
failure  to be so qualified or licensed would not have a material adverse effect
on  the  business  of  Taurus.

     4.2     Subsidiaries.  All  of  the  outstanding capital stock of, or other
             ------------
ownership  interest  in, Broadstreets, XTC or Citation is owned beneficially and
of  record  by  Taurus  free  and clear of any liens, claims, equities, charges,
options,  rights  of first refusal or encumbrances.  Taurus has the unrestricted
right  and  power  to transfer, convey and deliver full ownership of the capital
equity  of its subsidiaries without the consent or agreement of any other person
and  without  any  designation,


                                        3
<PAGE>
declaration  or  filing with any governmental authority and upon the transfer of
the  capital  equity  of  its  subsidiaries  as contemplated herein, Rick's will
receive  good  and  valid title thereto, free and clear, to the best of Taurus's
knowledge,  of  any  liens,  claims, equities, charges, options, rights of first
refusal,  encumbrances or other restrictions (except those imposed by applicable
securities  laws).

     4.3     Authorization  of  Agreement.  Taurus  has  all requisite corporate
             ----------------------------
power  and  authority  to  execute and deliver this Agreement and to perform its
obligations  hereunder.  The  execution and delivery by Taurus of this Agreement
and  the  performance  by Taurus 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 Taurus.  This Agreement and each and every agreement,
document,  exhibit  and  instrument  to  be executed, delivered and performed by
Taurus  in  connection  herewith  constitute  the  valid  and  legally  binding
obligations  of  Taurus  enforceable against it, 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.

     4.4     Consents.  No  consent  of, approval by, order or authorization of,
             --------
or  registration,  declaration  or  filing  by  Taurus  with  any  court  or any
governmental  or  regulatory agency or authority having jurisdiction over Taurus
or  any  of  its property or assets or any other person is required by Taurus or
Rick's  in  connection with the consummation of the transactions contemplated by
this Agreement, excluding any registration, declaration or filing the failure to
effect which would not have a material adverse effect on the financial condition
of  Taurus's  or  Rick's or the operation of their businesses after the Closing.

     4.5     Title  to Purchased Assets.  Taurus has and will transfer to Rick's
             --------------------------
at  Closing  good  and  marketable title to all of the Purchased Assets that are
being  sold to Rick's under this Agreement, free and clear of all liens, claims,
charges,  encumbrances,  restrictions  or  security  interests.  Taurus is not a
party  to any contract or obligation whereby there has been granted to anyone an
absolute  or  contingent  right to purchase, obtain or acquire any rights in the
Purchased  Assets or in any of the assets, properties or operations of Taurus or
used  in  connection  with  the  business  of  Taurus.

     4.6     Disclosure.  No  representation  or warranty of Taurus contained in
             ----------
this  Agreement (including the exhibits hereto) contains any untrue statement or
omits  to  state  a  material  fact  necessary  in  order to make the statements
contained herein or therein, in light of the circumstances under which they were
made,  not  misleading.

     4.7     Pending  Claims.  No  litigation  is  pending,  or,  to  Taurus's
             ---------------
knowledge, threatened, against Taurus, or its subsidiaries, assets or properties
that seeks to restrain or enjoin the execution

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<PAGE>
and delivery of this Agreement or any of the documents referred to herein or the
consummation  of  any  of  the  transactions  contemplated  hereby  or  thereby.

     4.8     No  Brokerage Commission.  No broker or finder has acted for Taurus
             ------------------------
in  connection  with this Agreement or the transactions contemplated hereby, and
no  person  is  entitled  to  any  brokerage  or finder's fee or compensation in
respect  thereof  based in any way on agreements, arrangements or understandings
made  by  or  on  behalf  of  Taurus.

                                    ARTICLE V
                    REPRESENTATIONS AND WARRANTIES OF RICK'S

     Rick's  hereby  represents  and  warrants  to  Taurus  as  follows:

     5.1     Organization  of  Rick's.  Rick's  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 where the
conduct of such business requires such qualification and where the failure to be
so  qualified  or  licensed  would  not  have  a  material adverse effect on the
business  of  Rick's.

     5.2     Authorization  of  Agreement.  Rick's  has  all requisite corporate
             ----------------------------
power  and  authority  to  execute and deliver this Agreement and to perform its
obligations  hereunder.  The  execution and delivery by Rick's of this Agreement
and  the  performance  by Rick's 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 Rick's.  This Agreement and each and every agreement,
document,  exhibit  and  instrument  to  be executed, delivered and performed by
Rick's  in  connection  herewith  constitute  the  valid  and  legally  binding
obligations  of  Rick's  enforceable against it, 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.

     5.3     Ownership  of  the  Shares. Rick's owns, beneficially and of record
             --------------------------
the  Taurus  Shares  free  and  clear  of  any liens, claims, equities, charges,
options,  rights of first refusal, or encumbrances.  Rick's has the unrestricted
right  and  power  to  transfer, convey and deliver full ownership of the Taurus
Shares  without  the  consent  or  agreement of any other person and without any
designation,  declaration or filing with any governmental authority and upon the
transfer  of  the  Taurus  Shares  to Taurus as contemplated herein, Taurus will
receive  good  and  valid  title  thereto,  free and clear of any


                                        5
<PAGE>
liens, claims, equities, charges, options, rights of first refusal, encumbrances
or  other  restrictions  (except  those  imposed by applicable securities laws).

     5.4     Consents.  No  consent  of, approval by, order or authorization of,
             --------
or  registration,  declaration  or  filing  by  Rick's  with  any  court  or any
governmental  or  regulatory agency or authority having jurisdiction over Rick's
or  any of its property or assets or any other person is required on the part of
Taurus  or  Rick's  in  connection  with  the  consummation  of the transactions
contemplated  by  this  Agreement,  excluding  any  registration, declaration or
filing  the  failure to effect which would not have a material adverse effect on
the financial condition of Taurus or Rick's or the operation of their businesses
after  the  Closing.

     5.5     Disclosure.  No  representation  or warranty of Rick's contained in
             ----------
this  Agreement (including the exhibits hereto) contains any untrue statement or
omits  to  state  a  material  fact  necessary  in  order to make the statements
contained herein or therein, in light of the circumstances under which they were
made,  not  misleading.

     5.6     Pending Claims.  No litigation is pending, or, to Rick's knowledge,
             --------------
threatened,  against  Rick's, or its assets or properties that seeks to restrain
or  enjoin  the execution and delivery of this Agreement or any of the documents
referred  to  herein or the consummation of any of the transactions contemplated
hereby  or  thereby.

     5.7     No  Brokerage Commission.  No broker or finder has acted for Rick's
             ------------------------
in  connection  with this Agreement or the transactions contemplated hereby, and
no  person  is  entitled  to  any  brokerage  or finder's fee or compensation in
respect  thereof  based in any way on agreements, arrangements or understandings
made  by  or  on  behalf  of  the  Rick's.

                                   ARTICLE VI
                                  THE CLOSING

     6.1     Time  and  Place  of  Closing.  The  Closing  of  the  transactions
             -----------------------------
contemplated  by  this  Agreement  (the "Closing") shall take place on June ___,
2003  (the  "Closing  Date"), at the offices of Axelrod, Smith & Kirshbaum, 5300
Memorial  Drive, Suite 700, Houston, Texas 77007 or at such other time and place
as  agreed  upon  among  the  parties  hereto.

                                  ARTICLE VII
                              CONDITIONS TO CLOSING

     7.1     Conditions  to the Obligations of Taurus. The obligations of Taurus
             -----------------------------------------
to  consummate  the  transactions  contemplated  hereby  shall be subject to the
satisfaction,  on  or  before  the  Closing  Date,  of each and every one of the
following  conditions,  unless  waived,  in  whole  or  in  part, by  Taurus for
purposes  of  consummating  such  transaction.


                                        6
<PAGE>
     (i)  The  Board  of  Directors of Taurus shall have approved and authorized
          the  transactions  contemplated  herein;

     (ii) That  certain  Indemnification  and  Transaction  Fee Agreement by and
          between  Taurus  and  Rick's  Cabaret  International,  Inc.  shall  be
          executed  simultaneously  herewith

     (iii)  No  action,  suit  or  proceeding  by  or  before  any  court or any
          governmental  or regulatory authority shall have been commenced and no
          investigation  by  any governmental or regulatory authority shall have
          been  commenced  seeking  to  restrain,  prevent  or  challenge  the
          transactions  contemplated hereby or seeking judgments against Rick's;

     (iv) Rick's  shall  have  shall caused to be delivered to Taurus, 3,752,008
          shares  of common stock of Taurus duly endorsed to Taurus for transfer
          or  accompanied  by  duly  executed  stock  powers;  and

     (v)  $20,000  payment  to  Taurus  from  Rick's.

     7.2     Conditions to the Obligations of Rick's.  The obligations of Rick's
             ---------------------------------------
to  effect  the  transactions  contemplated  hereby  shall  be  subject  to  the
satisfaction,  on  or  before  the  Closing  Date,  of each and every one of the
following conditions, unless waived, in whole or in part, by Rick's for purposes
of  consummating  such  transaction.

     (i)  The  Board  of  Directors of Rick's shall have approved and authorized
          the  transactions  contemplated  herein;

     (ii) Taurus  shall  have  delivered  to  Rick's:

          (a)  All  instruments  of  endorsement,  conveyance,  transfer  and
               assignment, and bills of sale necessary to transfer and convey to
               Rick's  the  good  and  marketable title to the Purchased Assets,
               executed  by  Taurus  in  a  manner  acceptable  to  Rick's;  and

          (b)  Taurus  shall  have  delivered  certificates  or other indicia of
               ownership  that  is  acceptable  to  Rick's,  duly  endorsed  for
               transfer  by  Taurus to Rick's as contemplated by this Agreement,
               evidencing  Taurus's  ownership of all of the outstanding capital
               stock of, membership interest in, or other ownership interests in
               Broadstreets,  XTC  and  Citation  Land.

     (iii)No  action,  suit  or  proceeding  by  or  before  any  court or any
          governmental  or regulatory authority shall have been commenced and no
          investigation  by  any governmental or regulatory authority shall have
          been  commenced  seeking  to  restrain,  prevent  or  challenge  the
          transactions  contemplated hereby or seeking judgments against Taurus.


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<PAGE>
     (iv) That  certain  Indemnification  and  Transaction  Fee Agreement by and
          between  Taurus  and  Rick's  Cabaret  International,  Inc.  shall  be
          executed  simultaneously  herewith

                                  ARTICLE VIII
                                INDEMNIFICATION

     8.1     Indemnification  from Taurus to Rick's.  Taurus agrees to and shall
             --------------------------------------
indemnify, defend (with legal counsel reasonably acceptable to Rick's), and hold
Rick's,  its  officers,  directors, shareholders, employees, agents, affiliates,
and  assigns  harmless  at  all times after the date of this Agreement, from and
against  and  in  respect  of,  any  liability, claim, deficiency, loss, damage,
penalty  or  injury, and all reasonable costs and expenses (including reasonable
attorneys'  fees  and costs of any suit related thereto) suffered or incurred by
Rick's  arising  from (a) any misrepresentation by, or breach of any covenant or
warranty  of  Taurus  contained  in  this Agreement, or any exhibit or schedule,
certificate,  or  other  instrument  furnished  or  to  be  furnished  by Taurus
hereunder,  or  (b)  any  nonfulfillment  of any agreement on the part of Taurus
under  this  Agreement.

     8.2     Indemnification from Rick's.  Rick's agrees to and shall indemnify,
             ---------------------------
defend (with legal counsel reasonably acceptable to Taurus) and hold Taurus, its
officers,  directors,  shareholders,  employees,  agents, affiliates and assigns
harmless at all times after the date of Closing from and against, and in respect
of any liability, claim, deficiency, loss, damage, or injury, and all reasonable
costs  and  expenses (including reasonably attorneys' fees and costs of any suit
related  thereto) suffered or incurred by Taurus, from (a) any misrepresentation
by, or breach of any covenant or warranty of, Rick's contained in this Agreement
or  any  exhibit  or  schedule,  certificate,  or  other agreement or instrument
furnished  or to be furnished by Rick's hereunder, (b) any nonfulfillment of any
agreement  on  the  part  of  Rick's  under  this  Agreement,  or  from  any
misrepresentation  in  or  omission  from, any certificate or other agreement or
instrument  furnished or to be furnished to Taurus hereunder; or (c) the Assumed
Liabilities.

     8.3     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  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, if the
indemnifying  party  shall acknowledge in writing to such indemnified party that
this  Agreement  applies  with  respect  to  such  lawsuit  or  action, then 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


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<PAGE>
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.

     8.4     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 IX
                                  MISCELLANEOUS

     9.1     Notices.  All  communications  required  or  permitted  under  this
             -------
Agreement  shall be in writing and any communication or delivery hereunder shall
be deemed to have been duly made if actually delivered or sent by electronic fax
or  overnight  commercial  courier  or  registered  or  certified  mail, postage
prepaid,  addressed  to  the  party being notified as set forth below.  All such
notices and communications shall be deemed to have been received (i) on the date
of delivery; (ii) conformed facsimile transmission; (iii) one day after delivery
to  an overnight commercial courier; or (iv) on the third business day after the
mailing  thereof.  Any  party  may, by written notice so delivered to the other,
change  the  address to which delivery shall thereafter be made.  Notices to the
parties  hereto  shall  be  made  at  the  addresses  set  forth  below:


If to Taurus:

                    Taurus  Entertainment  Companies,  Inc.
                    c/o  Alfred  Oglesby,  President
                    19901  Southwest  Freeway
                    Houston,  Texas  77479


                                        9
<PAGE>
If to Rick's, to:

                    Rick's  Cabaret  International,  Inc.
                    505  North  Belt,  Suite  630
                    Houston,  Texas  77060

     9.2     Successors  and  Assigns.  Except as otherwise provided herein, the
             -------------------------
provisions  hereof  shall  inure  to  the  benefit  of, and be binding upon, the
successors  and  permitted  assigns  of the parties hereto.  No party hereto may
assign  its  rights or delegate its obligations under this Agreement without the
prior  written  consent  of  the  other  parties  hereto.

     9.3     Counterparts  and  Facsimiles.  This  Agreement  may be executed in
             -----------------------------
multiple  counterparts and in any number of counterparts, each of which shall be
deemed  an  original  but  all  of  which taken together shall constitute and be
deemed  to  be one and the same instrument and each of which shall be considered
and deemed an original for all purposes.  This Agreement shall be effective with
the  facsimile signature of any of the parties set forth below and the facsimile
signature  shall  be  deemed  as  an original signature for all purposes and the
Agreement  shall  be  deemed  as  an  original  for  all  purposes.

     9.4     Section Headings.  The section headings contained in this Agreement
             ----------------
are for convenient reference only and shall not in any way affect the meaning or
interpretation  of  this  Agreement.

     9.5     Entire  Agreement;  Amendment.  This Agreement, the documents to be
             -----------------------------
executed  hereunder  and  the  exhibits  attached  hereto  constitute the entire
agreement  among  the parties hereto pertaining to the subject matter hereof and
supersede  all  prior  agreements, understandings, negotiations and discussions,
whether oral or written, of the parties pertaining to the subject matter hereof,
and  there  are  no  warranties,  representations  or other agreements among the
parties  in connection with the subject matter hereof except as specifically set
forth  herein  or  in  documents  delivered  pursuant  hereto.  No  supplement,
amendment,  alteration,  modification,  waiver  or termination of this Agreement
shall  be  binding unless executed in writing by the parties hereto.  All of the
exhibits  referred  to  in  this  Agreement  are  hereby  incorporated into this
Agreement  by  reference  and  constitute  a  part  of  this  Agreement.

     9.6     Survival of Representations and Warranties. All representations and
             ------------------------------------------
warranties  made  in,  pursuant  to  or  in connection with this Agreement shall
survive  the  execution  and delivery of this Agreement for a period of eighteen
(18)  months.

     9.7     Public  Announcements.  The  parties  hereto  agree  that  prior to
             ---------------------
making  any  public  announcement  or statement with respect to the transactions
contemplated  by  this  Agreement,  the  party  desiring  to  make  such  public
announcement  or  statement  shall consult with the other parties hereto and the
parties  shall exercise their best efforts to (i) agree upon the text of a joint
public  announcement  or  statement  to  be  made by all of such parties or (ii)
obtain approval of the other parties hereto to the text of a public announcement
or  statement  to  be  made  solely  by  the  party


                                       10
<PAGE>
desiring  to make such public announcement; provided, however, that if any party
hereto  is  required by law or by rule of a self-regulatory organization such as
Nasdaq  to make such public announcement or statement, then such announcement or
statement  may  be  made  without  the  approval  of  the  other  parties.

     9.8     Validity.  The  invalidity  or unenforceability of any provision of
             --------
this  Agreement  shall  not  affect  the validity or enforceability of any other
provisions  of  this  Agreement,  which  shall  remain in full force and effect.

     9.9     Waiver.  No  waiver  by any party of any default or non-performance
             ------
shall  be  deemed  a waiver of any subsequent default or non-performance, and no
waiver  of any kind shall be effective unless set forth in writing and signed by
the  party  against  whom  such  waiver  is  to  be  charged.

     9.10     Further  Assurances.  Each  party  covenants that at any time, and
              -------------------
from  time  to  time,  after  the  Closing Date, it will execute such additional
instruments  and  take  such actions as may be reasonably requested by the other
parties  to confirm or perfect or otherwise to carry out the intent and purposes
of  this  Agreement.

     9.11     Exhibits  Not  Attached.  Any  exhibits not attached hereto on the
              -----------------------
date  of  execution  of  this Agreement shall be deemed to be and shall become a
part  of  this  Agreement  as  if  executed  on the date hereof upon each of the
parties  initialing  and  dating  each  such  exhibit,  upon  their  respective
acceptance  of  its  terms,  conditions  and/or  form.

     9.12     Expenses.  All  expenses  incurred  by  the  parties  hereto  in
              --------
connection  with  or  related to the authorization, preparation and execution of
this Agreement and the Closing of the transactions contemplated hereby, shall be
borne  solely  and  entirely  by  the  party  that  has  incurred  the  same.

     9.13     Gender.  All  personal  pronouns  used  in  this  Agreement  shall
              ------
include  the  other  genders,  whether used in the masculine, feminine or neuter
gender,  and  the  singular  shall  include the plural, and vice versa, whenever
appropriate.

     9.14     Choice of Law.  This Agreement shall be governed by, and construed
              -------------
in accordance with, the laws of the State of Texas, without regard to principles
of  conflict  of  laws.

     9.15     No  Third-Party  Beneficiaries.  Nothing  in  this  Agreement will
              ------------------------------
confer  any  third  party  beneficiary rights or other rights upon any or entity
that  is  not  a  party  to  this  Agreement.

                      [Signatures Appear On The Next Page]


                                       11
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  or caused this
Agreement  to  be executed effective as of the day and year first above written.

                          TAURUS  ENTERTAINMENT  COMPANIES,  INC.


                          By     /s/  Alfred  Oglesby
                                 -------------------------------------
                                 Alfred  Oglesby,  President



                          RICK'S  CABARET  INTERNATIONAL,  INC.


                          By     /s/  Eric  S.  Langan
                                 -------------------------------------
                                 Eric  S.  Langan,  President


                                       12
<PAGE>