INDEMNIFICATION AND TRANSACTION FEE AGREEMENT
                -------------------------------------------------

     This  Indemnification  and  Transaction Fee Agreement ("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  and  Bluestar Physical Therapy, Inc., a Texas corporation
("Bluestar")  have entered into that certain Stock Exchange Agreement dated June
__,  2003  (the  "Stock  Exchange  Agreement"),  whereby  Bluestar  became  a
wholly-owned  subsidiary  of  Taurus;  and

     WHEREAS,  Taurus  and  Rick's have entered into that certain Asset Purchase
Agreement  simultaneously  herewith  (the  "Asset  Purchase Agreement"), whereby
Rick's  will purchase certain assets of Taurus and 100% of the capital stock (or
similar  classification  of securities) of certain of Taurus's subsidiaries; and

     WHEREAS,  Taurus  requires  as  part  of  the Asset Purchase Agreement with
Rick's for Rick's to indemnify Taurus for liabilities assumed by Rick's pursuant
to  the  Asset Purchase Agreement which expressly relate to the Purchased Assets
that exist and the liabilities related to the Purchased Assets that exist or may
arise  in  the  future  (the  "Indemnification");  and

     WHEREAS,  Rick's  requires  compensation  from  Taurus  for  providing  the
Indemnification;  and  Rick's  requires  compensation  from Taurus to compensate
Rick's  for  the  time  and effort expended to assist in the consummation of the
aforesaid  transaction  (the  "Indemnification  and  Transaction  Fee");  and

     WHEREAS,  Rick's,  Taurus  and Bluestar will have an opportunity to benefit
from  the  Asset  Purchase  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
                               INDEMNIFICATION FEE

     Taurus  shall  pay an Indemnification and Transaction Fee of $270,000.00 to
Rick's payable in three installments at no interest, as follows: (i) $140,000 in
cash  due  at Closing, (ii) $60,000 in cash due no later than July 15, 2003, and
(iii)  $70,000  in cash due no later than August 15, 2003. Installments (ii) and
(iii) shall be evidenced by a promissory note in a form acceptable to Rick's and
shall  be  guaranteed  by  Alfred Oglesby, individually, in a form acceptable to
Rick's.


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                                   ARTICLE II
                                 INDEMNIFICATION

     2.1     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, or any claim by a
third  party (regardless of whether the claimant is ultimately successful), that
if  true, would be such a misrepresentation or breach; (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; and, (c) the
Assumed  Liabilities  (as defined in the Asset Purchase Agreement) which are the
liabilities  assumed  by  Rick's  pursuant to the Asset Purchase Agreement which
expressly relate only to the Purchased Assets and the liabilities related to the
Purchased  Assets  that  exist  or  may  arise  in  the  future.

     2.2     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 Rick's 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 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.

     2.3     Default  of  Indemnification  Obligation.  If  Rick's shall fail to
             ----------------------------------------
assume  its  obligation  as  set  forth  above in Section 2.2, 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


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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 Rick's, who had the obligation to provide such
indemnification,  defense and hold harmless obligation and same shall constitute
an  additional  obligation  of  Rick's.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                                    OF TAURUS

     Taurus  represents  and  warrants  to  Rick's  as  follows:

     3.1     Organization and Capitalization 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.

     3.2     Authorization  of  Agreement.  Taurus  has  all requisite corporate
             ----------------------------
power  and  authority  to  execute and deliver this Agreement and to perform its
obligations  here-under.  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.

     3.3     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.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                                    OF RICK'S


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

     4.1     Organization and Capitalization 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.

     4.2     Authorization  of  Agreement.  Rick's  has  all requisite corporate
             ----------------------------
power  and  authority  to  execute and deliver this Agreement and to perform its
obligations  here-under.  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.

     4.3     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.

                                    ARTICLE V
                              CONDITIONS TO CLOSING

     5.1     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.

          (a)  Taurus  shall have received a corporate resolution of Rick's that
               authorizes  the  execution,  delivery  and  performance  of  this
               Agreement.

          (b)  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


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               restrain,  prevent  or  challenge  the  transactions contemplated
               hereby  or  seeking  judgments  against  Rick's.

     5.2     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.

          (a)  Rick's  shall  have received a corporate resolutions of the Board
               of Directors of Taurus that authorize the execution, delivery and
               performance  of  this  Agreement  and  the  documents referred to
               herein  to  which  it  is  or  is  to  be  a  party;

          (b)  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  or  Bluestar.

                                   ARTICLE VI
                                  THE CLOSING

     6.1     Time  and  Place  of  Closing.  The  Closing  of  the  transactions
             -----------------------------
provided  for  in  this  Agreement  ("Closing")  shall be held at the offices of
Axelrod,  Smith  &  Kirshbaum,  5300  Memorial  Drive, Suite 700, Houston, Texas
77007,  commencing at 1:00 p.m. Central Daylight Time on June __, 2003.  The day
on  which  the  Closing  occurs  is  referred  to  herein as the "Closing Date."

                                  ARTICLE VII
                                  MISCELLANEOUS

     7.1     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:


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          (a)  If  to  Taurus  to:

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

          (b)  If  to  Rick's,  to:

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

     7.2     Assignment.  No  party  shall  assign  this  Agreement  without the
             ----------
written  consent of the other party.  This Agreement will be binding upon, inure
to  the benefit of and be enforceable by the parties and their respective heirs,
personal  representatives,  successors  and  assigns.

     7.3     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.

     7.4     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.

     7.5     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.

     7.6     Survival.  All  warranties and representations herein shall survive
             --------
the  Closing  and  shall  be  true  and  correct  as  of  the date hereof .  The
respective  representations,  warranties,  covenants

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and  agreements  set  forth  in this Agreement shall survive the Closing for the
maximum  period  allowed  by  law.

     7.7     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 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.

     7.8     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.

     7.9     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.

     7.10     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.

     7.11     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.

     7.12     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.

     7.13     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.

     7.14     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.


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     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:

                         Taurus  Entertainment  Companies,  Inc.

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



                         RICK'S:

                         Rick's  Cabaret  International,  Inc.

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


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