Exhibit  10.1

                                 LEASE AGREEMENT

     THIS LEASE AGREEMENT (the "Lease") is made and entered into effective as of
the  ________  day  of  _________________________,  2000,  by  and  between  WMF
INVESTMENTS,  INC., a Texas corporation, (the "Landlord") whose address is 16815
Royal Crest  Drive,  Suite 260,  Houston,  Texas  77058,  and RCI  ENTERTAINMENT
(HOUSTON),  INC., a Texas corporation (the "Tenant" or "RCI"),  whose address is
505 North Belt Drive, Suite 630 Houston, Texas 77060.

     Subject  to  all  of  the  terms  and  conditions  of  this  Lease,  and in
consideration  of  the mutual covenants, obligations and agreements contained in
this  Lease,  and  other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of  which  is  hereby  acknowledged,  Landlord  and Tenant agree as
follows:

                           ARTICLE I LEASED PREMISES
                                     ---------------

     Landlord does hereby lease, demise and let to Tenant and Tenant does hereby
lease  and  take from Landlord those certain premises situated within the County
of Harris, State of Texas, and being more particularly described as Lot ________
Block  ____ of ________, a subdivision in ____ County, Texas more commonly known
as  15301  Gulf  Freeway, Houston, Harris County, Texas 77034, together with all
rights,  privileges, easements, appurtenances, and immunities belonging to or in
any  way  pertaining to said premises and together with the improvements erected
upon  said  premises  (collectively,  the  "Leased  Premises").

                                 ARTICLE II  TERM
                                             ----

     The  initial  term of this Lease ("Term") shall be for a period of ten (10)
years,  commencing  on  the  completion  of  ALL  of  the  following events (the
                                             ---
"Commencement  Date"):

          (i)          The  execution,  delivery and performance of that certain
                    Definitive  Asset  Purchase   Agreement   between  RCI,  and
                    Landlord whereby RCI will purchase the business of Landlord;

          (ii)          The  execution, delivery and performance of that certain
                    additional  agreement whereby Rick's Cabaret  International,
                    Inc.  ("Rick's") and Landlord will enter into a Registration
                    Rights  Agreement   pursuant  to  which  Rick's  will  grant
                    Landlord "piggyback"  registration rights for 160,000 shares
                    of Rick's;

          (iii)         The execution, delivery and performance of  that certain
                    Lock-Up Agreement pursuant to which Landlord will agree that
                    subsequent  to  the  effective  date  of  any   Registration
                    Statement,  which may be filed  pursuant to the  "piggyback"
                    registration  rights,  that Landlord will not sell more than
                    20,000  shares of Rick's  common  stock  during any calendar
                    month;

          (iv)         The  execution, delivery  and performance of that certain
                    Management   Agreement   whereby   RCI  will  enter  into  a
                    Management   Agreement   to  manage   the   Chesapeake   Bay
                    Gentlemen's   Club  during  the  period  of  time  from  the
                    execution of the Definitive  Asset Purchase  Agreement until
                    RCI has been issued the required liquor license by the Texas
                    Alcoholic Beverage Commission ("TABC");


<PAGE>
          (v)          RCI shall have obtained or been transferred from Landlord
                    all necessary permits and other  authorizations which may be
                    needed to conduct  topless  entertainment  at the Chesapeake
                    Bay Gentlemen's Club;

          (vi)         RCI shall have obtained a liquor license duly issued  and
                    approved by the TABC which will allow for the sale of liquor
                    by the Purchaser;


          (vii)        Landlord   shall  have  assigned  its  rights  under  the
                    existing lawsuit with the City of Houston and RCI shall have
                    been substituted in as a party to such litigation;

          (viii)       The execution, delivery and performance of this Lease;

          (ix)         Approval  of  all  of  the aforesaid transactions by  the
                    Board of Directors of each of the respective parties hereto;

and  shall  continue  in  full  force  and  effect  until  ten  years  after the
Commencement  Date, unless extended or sooner terminated as provided for in this
Lease.  If  Landlord  is  unable to deliver possession of the Leased Premises to
Tenant  as of the Commencement Date for any reason, including without limitation
the holding over of any tenant or occupant of the Leased Premises, then the term
"Commencement  Date"  shall mean such subsequent date upon which the Landlord is
able to deliver possession of the Leased Premises to Tenant.

                            ARTICLE III   RENT
                                          ----

     Section 3.1     RENTAL .  Tenant shall pay to Landlord as rental ("Rental")
                     ------
for each month during the Initial Term and Option Term(s) of this Lease (as that
term  is  defined  below),  no  less  than the Minimum Rent and no more than the
Maximum  Rent  (as  those  terms  are  defined  below)

     Tenant  shall  pay  to Landlord as Rental for each month during the Initial
Term,  the sum of $12,000 per month, plus 4% of the gross revenues of the Tenant
over  $125,000 per month (excluding any dancer payments) with an initial minimum
rent  of $12,000 and an initial maximum rent of $20,000.  The minimum rent shall
increase during the Initial Term and any option term commencing in year four and
thereafter  in  years  seven  and  ten  and  if  the option term is exercised as
provided  for  herein,  in years 13, 16 and 19, by $2,000 and the maximum rental
obligation  shall  likewise be increased commencing in year four and every three
years  thereafter by $2,000.  The initial Rental payment during the Initial Term
shall  be  due  and payable on the Commencement Date and the Rental for each and
every month thereafter during the Term of this lease shall be due and payable in
advance on the first (1st) day of each month.  If this lease commences on a date
other  than the 1st day of the month, then the Rental shall be pro rated for the
balance of the month and paid in advance.  In the event that Tenant fails to pay
Rent  within five (5) days after the due date thereof, there shall be a late fee
due  from  Tenant  in  the  amount  of  10%.

     Section  3.2     DEFINITION  OF  LEASE YEAR .  The first lease year ("Lease
                      --------------------------
Year")  shall  be  considered  to  begin  on  the  Commencement  Date,  and each
subsequent  Lease  Year  if  any  shall be considered to begin on the applicable
anniversary  date  of  the  Commencement  Date.


<PAGE>
     Section  3.3     TENANT'S  PAYMENT  OF TAXES AND INSURANCE.  In addition to
                      -----------------------------------------
the  payment  of  Rental, Tenant shall pay to the Landlord each month during the
term  of  this  Lease  at the same time as the Tenant pays Rental as provided in
Section  3.1,  $2,971,  which  the Landlord agrees to escrow each month, for the
payment  of  Real  Property  Taxes  (subject  to  adjustment for any increase or
decrease  in  Real  Property Taxes from year to year) as and when required under
Article  V  of this Lease and all of the insurance maintained by Landlord as and
when  required  under  Section  9.3  of  this  Lease.

     Section  3.4     ADDITIONAL  RENTAL; PAYMENTS .  All sums of money becoming
                      ----------------------------
due  and payable by Tenant to Landlord under the terms of this Lease in addition
to  the  Rental,  including  without  limitation Property Taxes and insurance as
provided  in  Section  3.3  of  this  Lease,  shall constitute additional rental
("Additional  Rental")  hereunder  (the  Rental  and  the  Additional Rental are
hereinafter  sometimes  collectively referred to as the "Rent").  Landlord shall
have  the  same  remedies for default in the payment of Additional Rental as are
available  to  Landlord  in the case of a default in the payment of Rental.  All
Rent shall be payable at Landlord's address as provided herein (or at such other
address as may be designated by Landlord from time to time) and shall be payable
in  lawful money of the United States of America.  Tenant shall pay all Rent and
other  sums  of money as shall become due from and payable by Tenant to Landlord
under  this  Lease  at  the  times  and  in  the manner herein provided, without
deduction,  offset,  counterclaim,  abatement,  prior  notice  or  demand.

     Section  3.5     ACCOUNTING.  The  Tenant  shall  maintain  a comprehensive
                      ----------
system  of  records,  books  and  accounts regarding the operation of the leased
premises.  All  records  shall be subject to examination by the Landlord, or its
authorized  agents, attorneys and accountants at all reasonable hours.  No later
than  the  twentieth  (20th)  day  of  each month, with respect to the preceding
month,  the  Tenant  shall  render  a statement of receipts and disbursements, a
schedules  of  accounts  receivable and payable, together with a reconciled bank
statement  as  of  the  last  day  of  the  month.

ARTICLE IV  NON-COMPLIANCE WITH  OR  VIOLATION OF SEXUALLY ORIENTED BUSINESS LAW
            --------------------------------------------------------------------

In  the event that the Leased Premises, in the sole determination of the Tenant,
is  out  of  compliance  with or in violation of, any present or future sexually
oriented business law, regulation or rule that results in the Tenant closing the
business  to the public or results in a change of operation of the business in a
manner  that adversely affects the Tenant, unless the closure of the business by
the  Tenant  was  the  result  of  its gross negligence or willful misconduct in
maintaining compliance with present of future sexually oriented business laws or
regulations,  then the Tenant may, at its sole option and at any time thereafter
during  the  term  of  this  Lease,  terminate  this Lease upon thirty (30) days
written  notice  to  the  Landlord.  In  the event of a termination of the Lease
pursuant  to the terms and conditions of this Article IV, then the Tenant agrees
to  pay  the  Landlord  a  $60,000  reletting  fee.


<PAGE>
                                    ARTICLE V
                                      TAXES
                                      -----

     Section  5.1     REAL  PROPERTY TAXES.   The term "Real Property Taxes" for
                      --------------------
the  purposes  of  this  Lease shall mean all general and special taxes, and all
other  general  and  special,  ordinary  and extraordinary, governmental charges
assessed,  levied,  charged,  or  imposed  upon  or  attributable  to the Leased
Premises  during  the  Term of this Lease, or any holdover or renewal period, by
any  political  or governmental body or other authority, or subdivision thereof,
having  jurisdiction  over  the  Leased Premises; excluding, however, franchise,
estate,  inheritance,  succession,  capital  levy,  transfer,  income  or excess
profits  taxes  imposed  upon  Landlord,  and  excluding  the  taxes on Tenant's
Property  described  in  Section  5.2(c)  of  this Lease.  In the event that any
                         ---------------
political  or  governmental  body  or  other  authority, or subdivision thereof,
having  jurisdiction  over  the  Leased  Premises  imposes  a  tax,  assessment,
imposition,  or charge either upon or against or measured by the rentals payable
by  Tenant  to Landlord or upon or against the occupation of renting land and/or
buildings,  either  by  way of substitution for the taxes and assessments levied
against  the  Leased  Premises  or in addition thereto, such tax, assessment, or
charge  shall be deemed to constitute a Property Tax for purposes of this Lease.

     Section  5.2     PAYMENT  OF  TAXES.
                      -------------------

     (a)     Landlord  shall  pay  before  the  Real  Property  Taxes  become
delinquent,  all  Real  Property  Taxes  levied  or  assessed against the Leased
Premises during each calendar year of the Term and the Renewal Term (hereinafter
defined),  if  any,  of  this  Lease.

     (b)     Tenant  shall pay to the Landlord $2,971 each month during the term
of  this Lease at the same time as the Tenant pays Rental as provided in Section
3.1,  which  the  Landlord  agrees to escrow each month, for the payment of Real
Property  Taxes,  subject  to  adjustment  for  any increase or decrease in Real
Property  Taxes  from  year  to  year.

     (c)     Tenant  shall pay all ad valorem and other personal property taxes,
assessments, impositions or charges levied upon or applicable to any of Tenant's
goods,  equipment,  wares,  fixtures,  Trade  Fixtures  (hereinafter  defined),
furniture, furnishings, machinery and other property (personal or otherwise) now
or  hereafter  placed  in,  upon  or  about  the  Leased  Premises (collectively
"Tenant's  Property")  and  all license and other fees or charges imposed on the
business  conducted  by  Tenant  on  the  Leased  Premises  before  such  taxes,
assessments,  charges,  licenses  or  fees  become  delinquent and shall provide
Landlord  with  paid  tax  receipts.

     (d)     Upon  request  by  Tenant,  Landlord  will  furnish Tenant annually
official  tax  receipts  and  other  official  receipts  showing  payment of all
property,  assessments,  fees and charges.  The payment to be made by Tenant for
the  year in which this Lease commences and terminates shall bear the same ratio
to  the  payment which would be required to be made for the full tax year as the
number  of  months of such tax year which elapsed after commencement or prior to
termination  of  this  Lease, whichever is applicable, bears to a full tax year.
Upon request by Tenant, Landlord shall furnish to Tenant all tax statements from
all  taxing  authorities  within  ten  (10)  days of Landlord receiving such tax
statements.


<PAGE>
            ARTICLE VI  USE; PEACEFUL ENJOYMENT; LIGHT, AIR AND VIEW
                        --------------------------------------------

     Section  6.1     USE.   Tenant shall use and be permitted to use the Leased
                      ---
Premises  for  any  lawful   purpose,   including  the  operation  of  an  adult
entertainment business.  Tenant shall keep the Leased Premises open for business
for such  permitted use during  normal  business  hours with adequate  staff and
inventories.  In connection with its use of and activities in, upon or about the
Leased  Premises,  Tenant,  at its sole  expense,  will  comply,  and will cause
Tenant's  Agents  (hereinafter  defined) to comply,  with any and all applicable
laws, statutes,  ordinances,  permits,  orders, decrees,  guidelines,  rules and
regulations  in any way  applicable to Tenant,  Tenant's  Property or the Leased
Premises   (collectively,   "Legal   Requirements"  and   individually,   "Legal
Requirement"). Tenant will not (a) use, occupy or permit the use or occupancy of
the Leased  Premises  for any  purpose or in any manner  which is not  permitted
hereunder or which is nor may be, directly or indirectly, violative of any Legal
Requirement,  or dangerous to life or property, or a public or private nuisance,
or  disruptive  or  obstructive  of any  neighbor  of  the  Leased  Premises  or
disruptive of the quiet  enjoyment of any neighbor of the Leased  Premises,  (b)
keep,  or  permit  to be kept,  any  substance  in or  conduct,  or permit to be
conducted,  any operation from the Leased Premises which might emit offensive or
hazardous  odors or conditions  onto,  about or into the Leased  Premises or the
property  located outside the Leased Premises,  or possess,  or allow possession
of, illicit drugs, drug  paraphernalia or contraband on the Leased Premises,  or
commit,  permit,  or suffer to exist any act or omission  affording  the federal
government,  or any state or local governmental  agency, the right of forfeiture
as against the Leased Premises, or any part thereof, (c) cause, commit or permit
to remain any waste or damage to the Leased  Premises,  or any conditions  which
adversely   impair  in  the   Landlord's   reasonable   judgment  the  value  or
marketability  of the  Leased  Premises,  (d)  install  or permit to remain  any
improvements to the Leased Premises  (other than  improvements  which have first
been  approved by  Landlord)  which are  visible  from the outside of the Leased
Premises,  or exceed the structural loads of floors or walls of the Building, or
adversely affect the mechanical,  plumbing or electrical systems of the Building
or affect the structural  integrity thereof in any way, (e) commit, or permit to
be committed,  any action or circumstance  in, upon or about the Leased Premises
which, directly or indirectly,  would justify any insurance carrier in canceling
or increasing the premium on any insurance  policy  covering the Leased Premises
or its contents, and if any increase so results,  Tenant shall pay such increase
upon the Landlord's demand, or (f) store, land, replace, or permit to be stored,
landed or placed upon the Leased  Premises,  any  helicopter,  airplane or other
type of aircraft.


     Section  6.2     PEACEFUL ENJOYMENT .  Landlord covenants that Tenant shall
                      ------------------
and  may peacefully have, hold and enjoy the Leased Premises for the Term of the
Lease  and any and all renewals thereof, subject to the other terms, provisions,
agreements,  covenants  and  conditions of this Lease, provided that Tenant pays
the Rent to be paid by Tenant under this Lease and fully and faithfully performs
all  of  Tenant's covenants, obligations and agreements contained in this Lease.

     Section  6.3     LIGHT,  AIR  AND  VIEW  .  Neither  the diminution nor the
                      ----------------------
shutting  off  of  any  light,  air  or  view nor any other effect on the Leased
Premises  by  any  structure  or condition now or hereafter existing on property
adjacent  to the Leased Premises shall affect this Lease or Tenant's obligations
hereunder,  abate  Rent  or  otherwise  impose  any  liability  on  Landlord.

     Section  6.4     LIEN  AGAINST  PROPERTY.  In  the  event that the Landlord
                      -----------------------
allows  any  liens  to be taken against the Leased Premises or the real property
underlying  the  Leased  Premises  then the Landlord and the Tenant hereby agree
that  in  the  event  that  there  is  a  default under the lien or indebtedness
securing the lien, that such default shall not cause a termination of this Lease
Agreement.  Landlord  further  agrees  to  provide the lienholder with a copy of
this  Lease  Agreement.


<PAGE>
                             ARTICLE VII  UTILITIES
                                          ---------

     Tenant shall pay all charges  incurred  for all utility and other  services
used in,  upon or about the Leased  Premises,  including,  but not  limited  to,
water, gas, heat, light, power, telephone, sewer and sprinkler, all such charges
to be paid by  Tenant  to the  utility  company,  municipality  or other  entity
furnishing  such services before such charge shall become  delinquent,  together
with any required  deposits.  Tenant shall also  provide all  replacement  light
bulbs and tubes after the  Commencement  Date of this  Lease.  In no event shall
Landlord be liable for any interruption or failure of utility services to, on or
within the Leased Premises, unless such interruption or failure is the result of
Landlord's gross negligence or Landlord's willful misconduct. No interruption or
malfunction of any utility services (including, without limitation, interruption
of such  utilities as a result of the enactment or  promulgation  (regardless of
the ultimate validity or enforceability thereof) of any applicable law, statute,
ordinance, permit, rule, decree, order, guideline or regulation now or hereafter
enacted or promulgated by any  governmental,  quasi-governmental,  regulatory or
executive authority) shall constitute an eviction or disturbance of Tenant's use
and  possession  of the Leased  Premises  or a breach by  Landlord of any of its
obligations  under  this  Lease  or  render  Landlord  liable  for  any  damages
(including,  without  limitation,  consequential  or special damages) or entitle
Tenant to be relieved from any of its  obligations  under this Lease  (including
the  obligation to pay Rent) or grant Tenant any right of set-off,  abatement or
recoupment,  unless such interruption or malfunction is the result of Landlord's
gross negligence or Landlord's willful misconduct.

                     ARTICLE VIII  MAINTENANCE AND SURRENDER
                                   -------------------------
                                   Section  8.1"\l2

                           (a)     LANDLORD'S  OBLIGATIONS.
                                   -----------------------

     Structural  Integrity.    Landlord  shall  maintain,  repair,  rebuild  and
     ---------------------
replace,  at  its  sole expense, the structural soundness of the Leased Property
including but not limited to: the roof, the exterior walls and the foundation of
the  Building.  Landlord  shall  repair and replace at its sole cost, subject to
Landlord's  direction  and supervision, any damage to the Leased Premises caused
by  Landlord.

     (b)     LANDLORD'S  DEFAULT  IN  OBLIGATIONS  .  In the event that Landlord
             ------------------------------------
shall  fail or refuse to maintain, repair, rebuild, and replace  the portions of
the  Leased  Premises  for which it is responsible as provided herein, Tenant on
ninety  (90)  days  written  notice  (or  shorter time period in the event of an
emergency  or  business interruption), and without being obligated to do so, may
make  such  repairs  or replacement as may be necessary to comply with the terms
hereof  and  Landlord  agrees to reimburse Tenant, on demand, for the expense of
any  such repairs or replacements.  In the event that Landlord shall fail to pay
any such reimbursements upon demand, all such amounts shall bear interest at the
rate  of  18% per annum until paid in full.  Notwithstanding any other provision
of  this  Lease,  if  the maintenance, repair, rebuilding or replacement are not
made  for  any  reason and such failure to maintain, repair or rebuild continues
for  a  period  in excess of such 90-day period after receipt of written notice,
except as above provided, Tenant shall have the right to terminate this Lease on
written  notice  to Landlord.  Thereafter, Tenant shall have a reasonable period
of  time  to  remove  its property from the Leased Premises.  Following any such
termination,  Landlord shall refund all prepaid rent for the period of time from
and  including  the  date  of  such  failure.


<PAGE>
     Section  8.2     TENANT'S  OBLIGATIONS.  Tenant shall, at its sole expense,
                      ---------------------
maintain  the drives and grounds  surrounding  the Leased  Premises,  the Leased
Premises' concrete and paving (including  sidewalks,  parking areas and alleys),
the exterior lighting, the landscaping,  the entry monuments,  the railroad spur
(if any),  and  pedestrian  walks,  the fences and other open  areas,  all which
occupy  or  comprise  part of the  Leased  Premises,  reasonable  wear  and tear
excepted.  In addition,  Tenant shall, at its sole expense,  maintain and repair
all parts of the Leased Premises  (except only those parts for which Landlord is
expressly  responsible under this Lease) in good condition and promptly make all
necessary repairs and replacements, including, but not limited to, the following
items: all glass,  including windows,  glass or plate glass, window mullions and
gaskets;  doors and attached  hardware;  office  entries;  special store fronts;
interior walls, interior ceilings, cabinets, millwork, paneling and other finish
work;  termite  and pest  extermination;  floors and floor  coverings;  heating,
refrigeration,  air  conditioning  systems  and  related  mechanical  equipment;
electrical systems;  dock boards, dock levelers and bumpers; down spouts of roof
gutters  attached to the exterior of the Building for damage  caused by Tenant's
operation;   plumbing  fixtures,  sanitary  sewers,  electrical  facilities  and
electrical  fixtures;  and all other fixtures and Trade  Fixtures.  Tenant shall
also be solely  responsible  for trash and other waste  disposal from the Leased
Premises and will maintain adequate  receptacles for such disposal.  In no event
shall Tenant be entitled to use or dispose of any toxic,  dangerous or hazardous
substances or pollutants  without prior written  approval of Landlord and in all
events such use and disposal must comply with all applicable Legal Requirements.
If Tenant fails to make such repairs or  replacements,  Landlord  may, but shall
not be obligated to, make such repairs or replacements at Tenant's expense. Such
cost shall be payable to Landlord by Tenant on demand as Additional Rent and all
such  amounts  shall bear  interest  at the rate of 18% per annum  until paid in
full.  Replacement and repair parts, materials and equipment shall be of quality
equivalent to those initially  installed within the Leased Premises;  repair and
maintenance  work  shall be done in  accordance  with the  then  existing  laws,
statutes,   permits,  orders,  decrees,   guidelines,   rules,  regulations  and
ordinances pertaining thereto. Except insofar as Landlord is expressly obligated
under this Lease to maintain and repair the Leased Premises,  in addition to the
maintenance and repair  obligations of Tenant  otherwise  expressly set forth in
this  Lease,  Tenant is also  obligated  to perform,  at  Tenant's  own cost and
expense and risk, all other  maintenance and repairs necessary or appropriate to
cause the Leased  Premises  to be  suitable  for  Tenant's  intended  commercial
purpose.  Landlord  shall  repair  and  replace  at its sole  cost,  subject  to
Landlord's  direction and supervision,  any damage to the Leased Premises caused
by Landlord or any of Landlord's Agents or invitees.  Notwithstanding  any other
language  herein  contained,  the Tenant will be obligated to maintain or repair
the air conditioning and heating system in the Leased Premises.

     Section  8.3     SURRENDER  OF  POSSESSION.     At  the  expiration  or
                      -------------------------
termination of this Lease or the surrender of possession of the Leased Premises,
the  Tenant  shall  deliver  the  leased  premises in good repair and condition,
reasonable  wear  and  tear  excepted.  In  the  event  Tenant should neglect to
maintain  the  Leased  Premises,  Landlord  shall  have  the  right, but not the
obligation, to cause repairs or corrections to be made, and any reasonable costs
therefor  shall  be  payable  by  Tenant  to  Landlord  upon  demand.  Upon  the
expiration  or  termination  of this Lease or the surrender of possession of the
Leased  Premises,  Tenant  shall  surrender  all keys for the Leased Premises to
Landlord  at  the  place  then  fixed  for  the  payment  of  Rent.


<PAGE>
                                   ARTICLE IX
                             INDEMNITY AND INSURANCE
                             -----------------------

     Section  9.1     INDEMNIFICATION  .  Tenant  hereby  unconditionally  and
                      ---------------
irrevocably  agrees to indemnify  Landlord  and  Landlord's  agents,  employees,
officers,  directors,  shareholders,  partners,  venturers  and  representatives
(collectively,  "Landlord's  Related  Parties") and hold Landlord and Landlord's
Related  Parties  harmless  from and defend  them  against  any and all  claims,
actions, damages, liability, costs, and expenses (including, without limitation,
interest,  court costs and  penalties,  attorneys'  fees and  disbursements  and
amounts paid in settlement,  or liability  resulting from any change in federal,
state or local law or regulation or interpretation  thereof), in connection with
any loss of life,  any injury or damage to person or  property or any other type
of injury or damage caused by,  arising from or arising out of (i) any breach of
any of the  agreements or covenants of Tenant under this Lease,  (ii) failure by
Tenant to pay Personal  Property Taxes as required by Section 5.2(c),  (iii) any
occurrence in, upon or about the Leased Premises including,  but not limited to,
occurrences caused by the sole,  contributory,  partial,  joint,  comparative or
concurrent  negligence  of  Tenant or  Tenant's  respective  employees,  agents,
officers,  directors,  shareholders,   partners,   representatives,   customers,
invitees,  licensees,  subtenants,   concessionaires,   contractors,   servants,
vendors, materialmen, suppliers or any other person entering the Leased Premises
under express or implied invitation of Tenant (collectively, "Tenant's Agents"),
whether or not caused by the sole, contributory,  partial, joint, comparative or
concurrent negligence of Landlord or Landlord's  respective  employees,  agents,
officers,  directors,  shareholders,   partners,   representatives,   customers,
invitees,   licensees,   concessionaires,    contractors,   servants,   vendors,
materialmen,  suppliers or any other person  entering the Leased  Premises under
express or implied invitation of Landlord  (collectively,  "Landlord's Agents"),
but not including occurrences caused solely by reason of the gross negligence or
willful  misconduct of Landlord or of Landlord's  employee or agents acting with
the scope of their  employment or  authority,  (iv) the conduct of management of
any work done by Tenant or any of  Tenant's  Agents in, upon or about the Leased
Premises,  (v) any occurrence in, upon or about the Leased  Premises  occasioned
wholly or in part by any act, omission or neglect claimed to have been caused by
Tenant or any of  Tenant's  Agents,  or (vi) any  occurrence  occasioned  by the
violation  of  any  law,  statute,  permit,  order,  decree,  guideline,   rule,
regulation  or ordinance by Tenant or any of Tenant's  Agents,  and Landlord and
Landlord's  Related  Parties  shall not be  liable to Tenant or any of  Tenant's
Agents or to any other person whomsoever for any of the foregoing  enumerated in
(i) through  (vi)  above.  In any case in which  Tenant has agreed to  indemnify
Landlord,  Landlord's Related Parties or any other person,  such indemnity shall
be deemed to include an  obligation on the part of Tenant to appear on behalf of
the indemnified  party in any and all proceedings  involving a claim or cause of
action  covered by such  indemnity and to defend the  indemnified  party against
such claim or cause of action, all at Tenant's cost;  provided,  however, at the
option of any party  indemnified  hereunder,  such party shall have the right to
appear on its own behalf,  employ its own legal  counsel and defend any claim or
cause of action  indemnified  in this Section 9.1,  all at Tenant's  cost.  This
indemnity  provision is intended to indemnify  Landlord and  Landlord's  Related
Parties  against the  consequences  of their own negligence or fault as provided
above when  Landlord  or  Landlord's  Related  Parties are solely  negligent  or
contributorily,  partially,  jointly,  comparatively,  or concurrently negligent
with Tenant or with any other party.  The  provisions  of this Section 9.1 shall
survive the termination or expiration of this Lease.


<PAGE>
     Section  9.2     WAIVER  OF SUBROGATION RIGHTS.   Anything in this Lease to
                      -----------------------------
the contrary notwithstanding, Landlord and Tenant each hereby waives any and all
rights  of recovery, claims, actions or causes of action, against the other, its
agents,  servants, representatives, directors, officers, partners, shareholders,
or  employees,  for any loss or damage that may occur to the Leased Premises, or
any  improvements thereto, or any personal property of such party therein, which
is  insured  against  under  the  terms of any insurance policies required to be
maintained  pursuant to this Lease, regardless of cause or origin, including the
sole,  contributory, partial, joint, comparative or concurrent negligence of the
other  party hereto, its agents, servants, representatives, directors, partners,
shareholders,  officers  or  employees, and covenants that no insurer shall hold
any  right  of  subrogation  against  such other party or its respective agents,
servants,  representatives,  directors,  partners,  shareholders,  officers   or
employees.  If  the  respective  insurer  of Landlord and Tenant does not permit
such  a  waiver  without  an  appropriate  endorsement to such party's insurance
policy, then Landlord or Tenant each covenant and agree to notify its insurer of
the  waiver  set  forth  herein  and  to secure from such insurer an appropriate
endorsement to its respective insurance policy with respect to such waiver.  The
waiver  set  forth  in  this  Section  9.2  shall  be in addition to, and not in
                              ------------
substitution  for, any other waivers, indemnities or exclusions of liability set
forth in this Lease, including without limitation Section 9.1 and Section 9.3 of
                                                  -----------     -----------
this  Lease.

     Section  9.3     INSURANCE.
                      ---------

     (a)     Tenant  shall  maintain  at  its  sole cost a policy or policies of
insurance  insuring  the  Building and other improvements on the Leased Premises
(excluding  improvements  by Tenant) against fire, explosion and the risks known
as  standard fire and extended coverage, in amounts representing at least eighty
percent  (80%)  of  the  replacement  value of the Building and improvements and
payments  for  losses  thereunder  shall  be  made  solely  to  Landlord.

     (b)     Tenant  shall  be  obligated to insure any of Tenant's Property for
$300,000.

     (c)     Tenant  shall,  at  its sole cost and expense, procure and maintain
during  the  Term  and  Renewal Term, if any, of the Lease comprehensive general
liability  insurance  (including  personal injury liability, premises/operation,
property  damage,  independent contractors and broad form contractual in support
of  Section  9.1  of this Lease (the indemnification of Landlord)) in amounts of
    ------------
not  less  than  a  single  limit  of  $1,000,000 or an aggregate of $2,000,000,
comprehensive  automobile  liability insurance, business interruption insurance,
contractual  liability  insurance,  property  insurance with respect to Tenant's
Property,  leasehold  improvements, alterations and additions written on an "all
risk"  basis  for  full  replacement  cost, worker's compensation and employer's
liability  insurance  and  comprehensive  catastrophe  liability  insurance, all
maintained  with  companies, on forms and in such amounts (or increased amounts)
as  Landlord  may, from time to time, reasonably require and endorsed to include
Landlord as an additional insured, with the premiums fully paid on or before the


<PAGE>
due  dates.  The  insurer  must be licensed to do business in the state in which
the Leased Premises are located and Landlord may require that Tenant obtain from
the  insurer  a  statement as to good standing with the state board of insurance
and  with the secretary of state where the insurer in incorporated.  Tenant, and
not Landlord, will be liable for any costs or damages in excess of the statutory
limit  for  which  Tenant  would,  in  the  absence of worker's compensation, be
liable.  Notwithstanding  the above, Tenant shall be required to secure property
damage  insurance  to  Landlord's physical Leased Premises in an amount not less
than  $1,200,000.

     (d)     In  the  event that Tenant fails to take out or maintain any policy
required  by  this  Section  9.3  to be maintained by Tenant, Landlord may, upon
                    ------------
advance  written  notice to Tenant, cause such insurance to be issued and Tenant
shall  pay  to  Landlord  the premium for such insurance within ten (10) days of
Landlord's  demand.

     (e)     All policies of insurance required to be maintained by Tenant shall
specifically  make  Landlord  a  co-insured,  make  reference  to  the indemnity
agreement  in Section 9.1 of this Lease and shall provide that Landlord shall be
              -----------
given  at  least  thirty  (30)  days prior written notice of any cancellation or
non-renewal  of  any such policy.  A duplicate original of each such policy or a
duly  executed certificate of insurance with respect to each such policy will be
deposited  with  Landlord  by  Tenant  on or before the Commencement Date, and a
duplicate  original  of each subsequent policy or a duly executed certificate of
insurance  with  respect  to  each  subsequent  policy  shall  be deposited with
Landlord at least thirty (30) days prior to the expiration of the preceding such
policy.  All  certificates  of  insurance  should specify the additional insured
status,  the  waivers  of  subrogation and that Landlord shall be given at least
thirty  (30) days prior written notice of any cancellation or non-renewal of any
such  policy.

     (f)     All  insurance  carried  by either Landlord or Tenant shall provide
for a waiver of rights of subrogation against Landlord and Tenant on the part of
the  insurance  carrier, to the extent that the same is permitted under the laws
and  regulations  governing  the writing of insurance within the State of Texas.
All  insurance  policies obtained by Tenant shall be written as primary policies
(primary  over any insurance carried by Landlord), not contributing with and not
in  excess of coverage which Landlord may carry, if any, and shall name Landlord
as  its  interest  may  appear.


                  ARTICLE X  WASTE AND ENVIRONMENTAL COMPLIANCE
                             ----------------------------------

     Section  10.1     TENANT'S  ENVIRONMENTAL COVENANTS.  Tenant  covenants and
                       ---------------------------------
agrees to comply  strictly  and in all  respects  with the  requirements  of any
applicable law, statute, ordinance,  permit, decree, guideline, rule, regulation
or  order  pertaining  to  health  or  the  environment  (hereinafter  sometimes
collectively  called  "Applicable  Environmental  Laws"),   including,   without
limitation,  the  Comprehensive   Environmental  Response,   Compensation,   and
Liability  Act of 1980,  the Resource  Conservation  and Recovery Act, the Texas
Water Code and the Texas Solid Waste  Disposal Act, as each of the foregoing may
be amended  from time to time.  Tenant  shall not cause or permit any  Hazardous
Materials (as  hereinafter  defined) to be  generated,  treated,  stored,  used,
installed  or  disposed  in,  on,  under or about the  Leased  Premises.  Tenant
represents,  warrants,  covenants  and  agrees  that  Tenant is not and will not
become involved in operations at the Leased Premises or at other locations which


<PAGE>
could lead to the imposition on Landlord or any of Landlord's Related Parties of
liability under any of the Applicable  Environmental  Laws.  Tenant does hereby,
for  itself  and its  heirs,  legal  representatives,  successors,  assigns  and
grantees, agree to and hereby does indemnify, defend and hold harmless Landlord,
Landlord's   Related  Parties  and  each  of  their  respective   heirs,   legal
representatives,  assigns,  successors  and  grantees,  of and  from any and all
liabilities,  assessments,  suits, damages, costs and expenses,  attorneys' fees
and  judgments  related  to or  arising  out of  (i)  the  breach  of any of the
agreements of Tenant under this Article X, (ii) the handling, installation,
                                ---------
storage,  use,  generation,  treatment  or  disposal  of  Hazardous  Materials,
including  any  cleanup,  remedial, removal, or restoration work required by the
Applicable  Environmental  Laws,  or  (iii)  the  assertion of any lien or claim
imposed against the Leased Premises or any portion thereof or Landlord or any of
Landlord's  Related  Parties pursuant to the Applicable Environmental Laws.  The
covenants  and  agreements  of  Tenant  under  this  Article X shall survive the
                                                     ---------
expiration  or  termination  of  this  Lease.

     Section  10.2     DEFINITION  OF  HAZARDOUS  MATERIALS.    As  used in this
                       ------------------------------------
Lease,  the  term  "Hazardous  Materials"  means  any  flammables,  explosives,
radioactive  materials,  asbestos-containing  materials,  the  group  of organic
compounds  known  as  polychlorinated byphenyls and other hazardous waste, toxic
substances or related materials, including without limitation substances defined
as  "hazardous  substances", "hazardous materials", "toxic substances" or "solid
waste"  in the Comprehensive Environmental Response, Compensation, and Liability
Act  of  1980,  the  Hazardous  Materials  Transportation  Act,  the  Resource
Conservation  and  Recovery Act, and the Texas Solid Waste Disposal Act, as each
of  the  foregoing  may  be  amended  from  time  to  time.

     Section  10.3     LANDLORD'S  REPRESENTATIONS  AND  WARRANTIES.    Landlord
                       --------------------------------------------
represents  and  warrants  to  Tenant  that it has no knowledge of any spillage,
leakage,  dumping,  discharge  or  disposal  of any Hazardous Materials upon the
Leased  Premises  prior  to  May  1,  2000.

                   ARTICLE  XI  ALTERATIONS  AND  FIXTURES
                                --------------------------

     Section  11.1     PRIOR  LANDLORD  CONSENT.    Tenant  shall not create any
                       ------------------------
openings  in  the  roof  or  exterior walls of the Leased Premises, nor make any
additions  to  the  Leased  Premises  without prior written consent of Landlord.
Landlord  shall  have  the sole and exclusive right to approve or disapprove the
proposed  plans  and  specifications for such additions and the contractor which
Tenant  proposes  to  employ,  which  proposed  plans  and modifications must be
permitted  by  the city and up to code.  Approval by Landlord of any of Tenant's
drawings,  plans and specifications prepared in connection with any additions to
the  Leased  Premises  shall  not  constitute  a  representation  or warranty of
Landlord  as  to  the  adequacy  or  sufficiency  of  such  drawings,  plans and
specifications,  or  additions  to  which  they relate, for any use, purpose, or
condition, but such approval shall merely be the consent of Landlord as required
hereunder.  Tenant  shall  notify Landlord upon completion of such additions and
Landlord  shall  have  the  right to inspect same for workmanship and compliance
with  the  approved  drawings,  plans  and  specifications.


<PAGE>
     Section  11.2     TRADE FIXTURES.   "Trade Fixtures" shall mean any and all
                       --------------
Signs  (hereinafter  defined)  placed  by  Tenant  in,  upon or about the Leased
Premises pursuant to provisions hereof and any and all items of property used by
Tenant in, upon or about the Leased Premises for the carrying on of its business
and  which  may or may not be annexed to the Site by the Tenant but in any event
can be removed without material injury to the Leased Premises, including but not
limited to furniture, equipment, shelves, bins and machinery; provided, however,
that  the  term  Trade  Fixtures  shall  not  include  any  permanent  leasehold
improvements, including but not limited to any floor, wall or ceiling coverings,
any  interior  walls  or  partitions, any lighting fixtures, track lights or any
property  a  part  of  or associated with any electrical, plumbing or mechanical
system,  notwithstanding that the same may have been installed in, upon or about
the  Leased  Premises.  Notwithstanding  anything  in  this  Article  XI  to the
                                                             -----------
contrary,  Tenant, at its own cost and expense, may erect such Trade Fixtures as
it  desires  provided  that  (a)  such  Trade  Fixtures  do  not alter the basic
character  of  the  Leased  Premises, (b) such Trade Fixtures do not overload or
damage  the Leased Premises, (c) such items may be removed without injury to the
Leased  Premises,  and  (d)  the  construction, erection or installation thereof
complies  with  all  Legal  Requirements  and with Landlord's specifications and
requirements.  Tenant  shall  have  the  right  to  remove at the termination or
expiration  of  this  Lease such Trade Fixtures owned by Tenant and so installed
(other  than  replacements for any such items originally installed by Landlord),
provided  Tenant  is  not  in  default under this Lease and such removal is made
within ten (10) days after the termination or expiration of the Lease; provided,
however,  Tenant  shall promptly repair, within ten (10) days, any damage caused
by  such  removal  and  restore  the  Leased Premises to its original condition,
reasonable  wear  and  tear  excepted.  Any Trade Fixtures which are not removed
from  the  Leased  Premises  and those which are removed by Landlord pursuant to
Landlord's  right  to  do  so  shall,  at  Landlord's  option, become Landlord's
property.

     Section  11.3     REMOVAL.    Any alterations, improvements, modifications,
                       -------
additions  or  fixtures made, installed or attached by either Landlord or Tenant
to,  in  or  on the Leased Premises (other than Trade Fixtures) shall become the
property  of Landlord and shall, at Landlord's election, be (a) surrendered with
the  Leased  Premises  as  part thereof at the termination or expiration of this
Lease  without  any  payment,  reimbursement  or  compensation  therefor, or (b)
promptly removed by Tenant at Tenant's expense, and Tenant shall promptly repair
any  damage  caused  by  such  removal  and  restore  the Leased Premises to its
original  condition,  reasonable wear and tear excepted, and pay for the cost of
removal  and  restoration.



                          ARTICLE XII  MECHANIC'S LIENS
                                       ----------------

     Tenant  shall  not  permit  any   mechanic's   lien  or  any  other  liens,
encumbrances,  claims or  charges to be placed on the  Leased  Premises,  on the
improvements thereon, on Landlord's interest therein, or upon Tenant's leasehold
interest  therein,  during the Term and Renewal Term, if any, of this Lease, and
in the  event of the  filing of any such  lien,  encumbrance,  claim or  charge,
Tenant shall  promptly have same removed or Tenant may contest the filing of any
such lien if Tenant,  at its  expense,  provides a bond  acceptable  to Landlord
which  protects  the  Leased  Premises  against  such  lien  or  provides  other
assurances or  protections  acceptable to Landlord that the lien will not attach
to or otherwise  adversely affect the Leased Premises.  Tenant has no authority,
express or implied, to create any lien, encumbrance, claim or charge of any kind
or nature  whatsoever upon, or in any manner to bind the interest of Landlord or
of Tenant,  including  those who may furnish  material or perform  labor for any
construction or repairs.  Tenant  covenants and agrees that it will pay or cause
to be paid all sums legally due and payable by it on account of labor  performed
or materials furnished in connection with any work performed on the Leased


<PAGE>
Premises  and  that  it  will  save  and  hold Landlord harmless from and defend
Landlord  against  any  and all loss, cost or expense based on or arising out of
asserted  claims, liens, encumbrances or charges against the leasehold estate or
against  the  interest  of  Landlord  in  the Leased Premises or under the terms
hereof,  but  only  to the extent that said liens are not created as a result of
Landlord's  acts or omissions.  Tenant agrees to give Landlord immediate written
notice  of  the  placing  of  any lien, charge, claim or encumbrance against the
Leased  Premises.  Tenant  shall  not  be  required  to discharge any such lien,
encumbrance,  claim  or  charge as may be placed upon the Leased Premises by the
act  of  Landlord.

                               ARTICLE XIII SIGNS
                                            -----

     Tenant  shall  have the right to erect signs, graphics, window advertisings
or  window  coverings  (collectively,  "Signs")  of  such  character and in such
locations  (both interior and exterior) as may be agreed to by Landlord prior to
the  erection of such Signs.  Tenant shall not install any signs on the exterior
of  the  Building or any other improvements without the prior written consent of
Landlord.  Tenant  shall,  at  its  expense,  repair,  paint  and/or replace the
surface  to which its Signs are attached upon vacation of the Leased Premises by
Tenant  or  removal  or alteration of its Signs.  All Signs must comply with all
Legal  Requirements  and  all  criteria  established  by  Landlord.


                        ARTICLE XIV TRANSFERS BY TENANT
                                    -------------------

     Section  14.1     TRANSFERS.    Tenant  shall  not,  by operation of law or
                       ---------
otherwise,  (a)  assign,  transfer,  mortgage,  pledge, hypothecate or otherwise
encumber  this Lease, the Leased Premises or any interest therein, (b) grant any
concession  or  license  within  the  Leased Premises, (c) grant or transfer any
management  privileges or rights with respect to the Leased Premises, (d) sublet
all  or any part of the Leased Premises or any right or privilege appurtenant to
the Leased Premises, (e) permit any other party to occupy or use all or any part
of  the  Leased  Premises or (f) advertise for any of the foregoing, without the
prior  written  consent  of  Landlord.  If  Tenant  is  other than an individual
person,  any conveyance, assignment or transfer of more than fifty percent (50%)
interest in Tenant in a single transaction or a series of transactions, shall be
deemed  to  constitute  a  transfer  or assignment prohibited by the immediately
preceding  sentence  unless  it is to an entity which is under common control or
controls  Tenant.  If  Tenant  requests  Landlord's  consent  to  any  transfer,
assignment or other transaction prohibited by this Section 14.1 (collectively, a
                                                   ------------
"Transfer"),  then  Tenant  shall provide Landlord with a written description of
all  terms  and  conditions  of  the  proposed  transfer, copies of the proposed
documentation,  and  the  following  information  about the proposed transferee:
name  and  address;  reasonably  satisfactory information about its business and
business  history;  its proposed use of the Leased Premises; banking, financial,
and  other  credit  information;  and  general  references  sufficient to enable
Landlord  to determine the proposed transferee's creditworthiness and character.
Tenant  shall  reimburse  Landlord  for its reasonable attorneys' fees and other
expenses  incurred in connection with considering any request for its consent to
a  Transfer.  Landlord's  consent  to  a  Transfer shall not release Tenant from
performing its obligations under this Lease but rather Tenant's transferee shall
assume all of Tenant's obligations under this Lease in a writing satisfactory to
Landlord,  and  Tenant  and its transferee shall be jointly and severally liable
therefor.  Landlord's  consent to any Transfer shall not waive Landlord's rights


<PAGE>
as  to  any  subsequent Transfer.  While the Leased Premises or any part thereof
are  subject  to  a Transfer, Landlord may collect directly from such transferee
all  rents  or other sums relating to the Leased Premises becoming due to Tenant
or  Landlord  and  apply such rents or other sums against the Rent and any other
sums  payable  hereunder.  Tenant authorizes its transferees to make payments of
rent  and  any  other sums due and payable, directly to Landlord upon receipt of
notice  from  Landlord  to  do  so.

     Section 14.2     ADDITIONAL TERMS.   Subject to the terms and provisions of
                      ----------------
Section  14.1  of  this Lease, the rights and obligations of the parties to this
-------------
Lease  shall  inure  to  the  benefit  of  and  be binding upon their respective
successors,  assigns,  heirs  and  legal representatives.  No Transfer by Tenant
shall  be  effective  until  an  original  of  same  executed  by Tenant and the
transferee  is  delivered  to  Landlord and consented to by Landlord in writing.
Any attempted Transfer by Tenant in violation of the terms and covenants of this
Article  XIV  shall  be void and shall constitute a default by Tenant under this
------------
Lease.


            ARTICLE XV  RIGHT OF ACCESS AND INSPECTION BY LANDLORD
                        ------------------------------------------

     Section  15.1     RIGHT  OF  ACCESS.    Tenant  shall  permit  Landlord and
                       -----------------
Landlord's  Agents  to enter into and upon the Leased Premises at all reasonable
times  for the purpose of inspecting the same or showing the same to prospective
purchasers,  or  for  the  purpose  of  maintaining  or making repairs as may be
required  or  permitted  pursuant to this Lease and Landlord shall be allowed to
take  all  materials  into  and  upon  the  Leased Premises that may be required
therefor  without  the  same  constituting  an  eviction  of  Tenant,  actual or
constructive,  a  breach by Landlord of any of its obligations under this Lease,
relief  of any of Tenant's obligations under this Lease or an entitlement to any
other  right  or  remedy  of Tenant, provided, however, that Landlord shall make
reasonable  efforts  not  to  interfere  with  the normal business operations of
Tenant.  During  the  period that is two (2) months prior to the end of the Term
or  Renewal  Term (if any) hereof and at any time Tenant is in default, Landlord
or  Landlord's  Agents may enter the Leased Premises during reasonable times for
the  purpose  of  showing  the  Leased  Premises.

     Section  15.2     INSPECTION.    Tenant  shall  notify  Landlord  at  least
                       ----------
fifteen  (15)  days  prior  to vacating the Leased Premises and shall arrange to
meet  with  Landlord  for  a joint inspection of the Leased Premises.  If Tenant
fails  to  give  such  notice or to arrange for such inspection, then Landlord's
inspection  of  the  Leased  Premises shall be deemed correct for the purpose of
determining  Tenant's  responsibility  for  repair and restoration of the Leased
Premises.

                   ARTICLE XVI RENEWAL OPTION AND OPTION TERM
                               ------------------------------

     RENEWAL  OPTION.   Tenant shall have the option to renew this Lease for one
     ---------------
period  of  ten  (10)  years,  such  period ("Renewal Term" or "Option Term") to
commence  at  the  expiration  of  the  Initial  Term of this Lease.  The rental
payment  for  the  years  comprising  the  renewal term shall be as set forth in
Section 3.1.  Specifically, the base rent during year one and two of the renewal
term  shall  be  $12,000, plus 4% of the gross revenues over $125,000 (excluding
any  dancer  payments)  with  a minimum rent of $18,000 and the maximum rent for
such  applicable  years shall be $26,000 and, thereafter, the minimum rent shall
increase  in  years  three,  six  and  nine of the Option Term by $2,000 and the
maximum  rental  obligation  shall likewise be increased in years three, six and
nine  of  the Option Term by $2,000.  Tenant shall exercise such option to renew
by  delivering  written  notice  of  such election to Landlord at least 120 days
prior  to  the  expiration  of the Initial Term.  Any such renewal of this Lease
shall be upon the same terms and conditions of this Lease, including further ten
year  renewal  options.


<PAGE>
                            ARTICLE XVII  HOLDING OVER
                                          ------------

     In  the event Tenant remains in possession of the Leased Premises after the
expiration  or  termination of this Lease as renewed pursuant to Article XVI, if
                                                                 -----------
applicable,  without  the  execution  of a new lease, then Tenant, at Landlord's
option,  shall be deemed to be occupying the Leased Premises as a tenant at will
at  a  rental  equal to one hundred fifty percent (150%) of the Rental in effect
during  the last month prior to the expiration or termination of this Lease, and
shall otherwise remain subject to all the conditions, provisions and obligations
of this Lease insofar as the same are applicable to a tenancy at will, including
without limitation, the payment of Additional Rental.  No holding over by Tenant
after  the  expiration or termination of this Lease shall be construed to extend
the  Term  or in any other manner be construed as permission by Landlord to hold
over.


             ARTICLE XVIII  DEFAULT BY TENANT AND LANDLORD'S REMEDIES
                            -----------------------------------------

     Section  18.1     DEFAULT BY TENANT .  The occurrence of any one or more of
                       -----------------
the  following  events  shall  constitute  a default by Tenant under this Lease:

     (a)     Tenant  shall  fail  to  perform, observe or comply with any of the
terms, provisions, agreements, covenants or conditions of this Lease (other than
the  failure  specified  in Section 18.1(b) hereof), such failure continuing for
                            ---------------
thirty  (30)  days  after  written  notice  from  Landlord  of  such  failure;

     (b)     Tenant shall fail to pay to Landlord any Rent or any other monetary
charge  due  from  Tenant  hereunder  as  and when due and payable, such failure
continuing for ten (10) days after written notice from Landlord of such failure;

     (c)     Tenant  shall  Transfer  this  Lease or all of a part of the Leased
Premises  without  the  prior  written  approval  of  Landlord;

     (d)     The  interest  of  Tenant under this Lease shall be levied on under
execution  or  other  legal  process;

     (e)     Any petition in bankruptcy or other insolvency proceedings shall be
filed by or against Tenant, or any petition shall be filed or other action taken
to  declare  Tenant  a  bankrupt or to delay, reduce or modify Tenant's debts or
obligations  or  to  reorganize  or  modify  Tenant's  capital  structure  or
indebtedness or to appoint a trustee, receiver or liquidator of Tenant or of any
property  of  Tenant,  or  any  proceeding or other action shall be commenced or
taken  by  any  governmental  authority  for  the  dissolution or liquidation of
Tenant;

     (f)     Tenant  shall  make  an assignment for the benefit of creditors, or
Tenant  shall  make  a  transfer in fraud of creditors, or a receiver or trustee
shall  be  appointed  for  Tenant  or  any  of  its  properties;


<PAGE>
     (g)     The admission by Tenant that it cannot meet its obligations as they
become  due  or  the  making  by  Tenant of an assignment for the benefit of its
creditors;

     (h)     Tenant  shall  desert, abandon or vacate the Leased Premises or any
substantial  portion  thereof;

     (i)     Tenant shall fail to operate its business for more than thirty (30)
days  for  any  reason  other  than  destruction  or  condemnation of the Leased
Premises;

     (j)     Tenant  shall do or permit to be done anything which creates a lien
upon  the  Leased  Premises;  or

     (k)     The  death or legal incapacity of Tenant if Tenant is an individual
person  or  the termination, dissolution or liquidation of Tenant if Tenant is a
corporation,  partnership  or  other  entity.

     Section  18.2     LANDLORD'S REMEDIES.   Upon the occurrence of any default
                       -------------------
by Tenant under this Lease, Landlord may, at its sole option, do any one or more
of  the  following:

     (a)     Terminate  this  Lease,  whereupon Landlord shall have the remedies
set  forth  in  Section  18.3  below.
                -------------

     (b)     Without  having  terminated  this  Lease,  enter  upon  and  taken
possession  of  the  Leased Premises, whereupon Landlord shall have the remedies
set  forth  in  Section  18.4  below.
              ---------------

     (c)     Without  any  further  notice  to Tenant whatsoever, enter upon the
Leased  Premises  by  use  of  a master key, a duplicate key, or other peaceable
means, and change, alter, and/or modify the door locks on all entry doors of the
Leased  Premises,  thereby  permanently  excluding  Tenant  and  its  officers,
principal,  agents,  employees and representatives therefrom.  In the event that
Landlord  has  either  permanently  repossessed  the Leased Premises pursuant to
Section  18.2(b),  or has terminated this Lease by reason of Tenant's default as
    ------------
set  forth  in Section 18.2(a) above, Landlord shall not thereafter be obligated
               ---------------
to  provide  Tenant with a key to the Leased Premises at any time, regardless of
any  amounts  subsequently  paid  by Tenant; provided, however, that in any such
instance,  during  Landlord's  normal  business  hours and at the convenience of
Landlord,  and  upon  receipt of written request from Tenant accompanied by such
written  waivers  and  releases  as  the Landlord may require, Landlord will (at
Landlord's  option)  either (i) escort Tenant or its authorized personnel to the
Leased  Premises to retrieve any personal belongings or other property of Tenant
not  subject  to the Landlord's statutory lien or the lien and security interest
described  in  Section  18.7 of this Lease, or (ii) obtain a list from Tenant of
               -------------
such  personal  property  as Tenant intends to remove, whereupon, Landlord shall
remove  such property and make it available to Tenant at a reasonable time and a
reasonable  place  designated by Landlord.  If Landlord elects to exclude Tenant
from  the  Leased  Premises  without  permanently  repossessing  or  terminating
pursuant  to  the foregoing provisions of this Lease, then Landlord shall not be
obligated  to  provide  Tenant  a key to re-enter the Leased Premises until such


<PAGE>
time  as  all  delinquent  Rent and other amounts due under this Lease have been
paid  in  full  and  all  other  defaults, if any, have been completely cured to
Landlord's  satisfaction  (if  such  cure  occurs  prior to any actual permanent
repossession  or  termination), and Landlord has been given assurance reasonably
satisfactory  to  Landlord  evidencing Tenant's ability to satisfy its remaining
obligations  under  this  Lease.  During any such temporary period of exclusion,
Landlord  will,  during  Landlord's  normal  business  hours  and  at Landlord's
convenience,  upon  receipt  of written request from Tenant (accompanied by such
written  waivers  and  releases  as  Landlord  may require) escort Tenant or its
authorized  personnel  to the premises to retrieve personal belongings of Tenant
or  its  employees,  and  such other property of Tenant as is not subject to the
Landlord's statutory lien or the lien and security interest described in Section
                                                                         -------
18.7  of  this  Lease.
----

     Section 18.3     TERMINATION OF THE LEASE.   Upon termination of this Lease
                      ------------------------
by  Landlord  pursuant  to Section 18.2(a) of this Lease, Landlord may forthwith
                           ---------------
repossess  the  Leased  Premises  and be entitled to recover as damages a sum of
money equal to the total of (i) the cost of recovering the Leased Premises, (ii)
the  cost  of  removing  and  storing Tenant's or any other occupant's property,
(iii)  the  unpaid  Rent  and  any  other  sums accrued hereunder at the date of
termination,  (iv) a sum equal to the amount, if any, by which the present value
(discounted  at  the rate of eight percent (8%) per annum) of the balance of the
Rental  for  the  remainder of the Term exceeds the present value (discounted at
the  same  rate)  of the fair market rental value of the Leased Premises for the
same  period  (it being the intention of Landlord and Tenant that Landlord shall
receive  the  benefit  of  its  bargain),  (v)  the cost of restoring the Leased
Premises  to  good  condition,  reasonable  wear and tear excepted, and (vi) any
other sum of money or damages owed by Tenant to Landlord.  In the event Landlord
shall  elect to terminate this Lease, Landlord shall at once have all the rights
of  re-entry  upon  the Leased Premises, without becoming liable for damages, or
guilty of trespass.  In the event of the termination of the Lease, Tenant agrees
to  execute  a  Power  of  Attorney authorizing the re-assignment of the City of
Houston  Sexually  Oriented  Business  permit  as  well  as all other applicable
business  permits,  to  Landlord  in  the event of the termination of the lease.

     Section  18.4     Termination of Possession.   Upon termination of Tenant's
                       -------------------------
right  of  possession of the Leased Premises pursuant to Section 18.2(b) of this
                                                         ---------------
Lease,  Landlord may repossess the Leased Premises by forcible entry or detainer
suit  or  otherwise,  without demand or notice of any kind to Tenant and without
terminating  this  Lease  and  without  becoming liable for damages or guilty of
trespass,  in  which  event  Landlord  may, but shall be under no obligation to,
relet  the  same  for  the  account  of  Tenant (nor shall Landlord be under any
obligation  to  relet  the  Leased Premises before Landlord relets or leases any
other  property  under  the  ownership or control of Landlord) for such rent and
upon  such  terms  as  shall be satisfactory to Landlord.  In such event, Tenant
shall  be  liable for and shall pay to Landlord all Rent payable by Tenant under
this  Lease  plus an amount equal to (i) the cost of recovering possession, (ii)
the  cost  of  collection of the rent accruing from such reletting and (iii) any
other  costs  incurred by Landlord in connection with such reletting, reduced by
any  sums  received by Landlord through reletting the Leased Premises; provided,
however,  that  in  no  event shall Tenant be entitled to any excess of any sums
obtained  by  reletting over and above Rent provided in this Lease to be paid by
Tenant to Landlord.  For the purpose of such reletting Landlord is authorized to
decorate  or to make any repairs, changes, alterations or additions in or to the
Leased  Premises  that  may be necessary.  Landlord may file suit to recover any


<PAGE>
sums  falling due under the terms of this Section 18.4 from time to time, and no
                                          ------------
delivery  to or recovery by Landlord of any portion due Landlord hereunder shall
be  any  defense  in any action to recover any amount not theretofore reduced to
judgment  in  favor of Landlord.  No reletting shall be construed as an election
on  the part of Landlord to terminate this Lease unless a written notice of such
intention  is  given  to Tenant by Landlord.  Notwithstanding any such reletting
without termination, Landlord may at any time thereafter elect to terminate this
Lease  for  such  previous  default.

     Section 18.5     LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS.   Should
                      ------------------------------------------------
Tenant  fail  to  perform  any of its obligations under this Lease, Landlord may
(but  shall  not be obligated to), without notice in an emergency or after three
(3)  business  days  notice  where there is no threat to life or property, enter
upon  the  Leased Premises and perform all or any part of such obligations. Upon
demand,  Tenant  shall reimburse Landlord for the cost to Landlord of performing
such  obligations.  No  action  taken  by Landlord under this Section 18.5 shall
                                                              ------------
relieve  Tenant  from  any  of  its  obligations  under  this  Lease or from any
consequences  or  liabilities  arising  from  the  failure  to  perform  such
obligations.

     Section 18.6     CUMULATIVE REMEDIES.   The rights and remedies of Landlord
                      -------------------
under  this Article XVIII shall be non-exclusive and shall be in addition to and
            -------------
cumulative  of  all  other remedies available to Landlord under this Lease or at
law  or  in  equity.

     Section  18.7  LANDLORD'S  LIEN.    In consideration of the mutual benefits
                    ----------------
arising  under  this Lease and in order to receive mutual benefits arising under
this  Lease  and  in  order  to receive payment of all Rent payable by Tenant to
Landlord  under  this  Lease  and the faithful performance and observance of all
covenants  and  agreements  of  Tenant under this Lease, Tenant hereby grants to
Landlord  a  lien  and security interest on and in all property of Tenant now or
hereafter  placed  in  or upon the Leased Premises, including without limitation
all  goods,  wares,  fixtures,  Trade Fixtures, machinery, inventory, equipment,
furniture, furnishings and other personal property now or hereafter placed in or
upon  the  Leased  Premises  (collectively,  the  "Personal Property"), and such
Personal Property shall be and remain subject to such lien and security interest
of  Landlord  for payment of all Rent and other sums agreed to be paid by Tenant
under  this  Lease.  Said lien and security interest shall be in addition to and
cumulative of the Landlord's liens provided by law.  This Lease shall constitute
a  security  agreement under the Uniform Commercial Code as enacted and enforced
in  the State of Texas (the "UCC") so that Landlord shall have and may enforce a
security  interest  on all such Personal Property.  Such Personal Property shall
not  be  removed from the Leased Premises unless such removal is in the ordinary
course  of  Tenant's  business  and Tenant is not at the time of such removal in
default  under  this  Lease.  Tenant  agrees to execute as debtor such financing
statement  or  statements as Landlord may now or hereafter reasonably request in
order that such security interest or interests may be protected pursuant to said
UCC.  Landlord  may  at  its election at any time file a copy of this Lease as a
financing  statement.  Landlord,  as  secured party, shall be entitled to all of
the  rights  and  remedies afforded a secured party under said UCC, which rights
and  remedies  shall  be  in  addition to and cumulative of Landlord's liens and
rights  provided  by  law  or  by  the other terms and provisions of this Lease.
Notwithstanding  anything  contained  herein  to  the  contrary,  Landlord shall
subordinate  all  of its liens (contractual and statutory) to Tenant's financing
or  all  or  any  portion  of its inventory, fixtures, furniture, and equipment.
Such  subordination  shall  be  evidenced  by  a  subordination  agreement to be
reasonably satisfactory to Landlord and such subordination shall be in an amount
not  greater  than  the  actual  amount  financed  by  Tenant.


<PAGE>
                          ARTICLE XIX  SUBORDINATION
                                       -------------

     This Lease shall be subject and subordinated at all times to (a) all ground
or underlying leases now existing or which may hereinafter be executed affecting
the  Leased  Premises,  and  (b) the lien or liens of all mortgages and deeds of
trust  in any amount or amounts whatsoever now or hereafter placed on the Leased
Premises  or  Landlord's interest or estate therein or on or against such ground
or  underlying  leases,  so  long  as  Tenant  receives  a  Non-Disturbance  and
Attornment  Agreement.   Tenant  shall  execute  and  deliver  upon  demand  any
instruments,  releases  or  other documents requested by any lessor or mortgagor
for  the  purpose  of  subjecting  and  subordinating  this Lease to such ground
leases,  mortgages  or  deeds  of  trust.  Tenant  shall  attorn  to  any  party
succeeding  to  Landlord's interest in the Leased Premises, whether by purchase,
foreclosure,  deed  in lieu of foreclosure, power of sale, termination of lease,
or  otherwise,  upon such party's request, so long as such attorned party agrees
not  to disturb Tenant's right of possession as long as Tenant is abiding by the
terms  of  this  Lease,  and  shall  execute  such  agreements  confirming  such
attornment  as  such  party  may  reasonably  request.  Tenant shall not seek to
enforce  any  remedy  it  may  have  for any default on the part of the Landlord
without first giving written notice by certified mail, return receipt requested,
specifying  the default in reasonable detail, to any mortgagee or lessor under a
lien  instrument  or  lease  covering the Leased Premises whose address has been
given to Tenant, and affording such mortgagee or lessor a reasonable opportunity
to  perform  Landlord's  obligations  hereunder.

                         ARTICLE XX  SALE BY LANDLORD
                                     ----------------

     Landlord  shall have the right at any time to sell, transfer, or assign, in
whole  or  in  part,  by  operation  of  law or otherwise, its rights, benefits,
privileges, duties, obligations or interests hereunder or in the Leased Premises
without the prior consent of Tenant, and such sale, transfer or assignment shall
be  binding  upon Tenant.  After such sale, transfer or assignment, Tenant shall
attorn to such purchaser, transferee, or assignee, upon such party's request, so
long  as  Tenant  receives a Non-Disturbance and Attornment Agreement.  Landlord
shall  be released of all obligations hereunder after the effective date of such
sale,  transfer  or  assignment.

                      ARTICLE XXI  ESTOPPEL CERTIFICATES
                                   ---------------------

     Tenant  agrees  within  ten  (10)  days  following  request  by Landlord to
execute,  acknowledge and deliver to Landlord and any other persons specified by
Landlord, a certificate certifying (i) that this Lease is unmodified and in full
force  and  effect, or, if modified, stating the nature of such modification and
certifying  that this Lease, as so modified, is in full force and effect and the
date  to which the Rent and other charges are paid in advance, if any, (ii) that
there  are  not,  to  Tenant's  knowledge,  any  uncured defaults on the part of
Landlord  hereunder,  or  so  specifying  such defaults, if any, as are claimed,
evidencing  the status of the Lease as may be required either by a lender making
a  loan  to  Landlord  to be secured by a deed of trust or mortgage covering the
Leased  Premises  or  a purchaser or a ground lessor of the Leased Premises from
Landlord  and  such  other  matters  as may be reasonably requested by Landlord.
Tenant's  failure  to  deliver  such  certificate  within  such  time  shall  be
conclusive  upon  Tenant  (i)  that this Lease is in full force and effect, with
modification  except  as  may  be represented by Landlord, (ii) that to Tenant's
knowledge  there  are  no  uncured defaults in Landlord's performance, and (iii)
that  no  Rent  has  been  paid  in  advance  except as set forth in this Lease.


<PAGE>
                         ARTICLE XXII  CASUALTY DAMAGE
                                       ---------------

     Section  22.1     CASUALTY  DAMAGE.    If  the  Leased  Premises  shall  be
                       ----------------
destroyed  or  damaged  by  fire or any other casualty, Tenant shall immediately
give notice thereof to Landlord.  If the Leased Premises or any portion thereof,
through  no  fault  or  neglect  of  Tenant  or any of Tenant's Agents, shall be
destroyed  or  damaged  by  fire  or  any  other casualty then, at the option of
Landlord,  (i)  if  the Leased Premises are rendered untenantable in whole or in
part  by  reason  of  such  casualty  as determined by Landlord, Tenant shall be
entitled  to  a  fair  diminution  of  the Rent hereunder until such time as the
Leased Premises (exclusive of any of Tenant's Property placed in or incorporated
in  the  Leased  Premises  which  is  destroyed  or damaged by fire or any other
casualty) are made tenantable as determined by Landlord by repair or restoration
or  (ii)  Landlord may terminate this Lease whereupon all Rent accrued up to the
time  of  such  termination  and  any  other sums due and owing shall be paid by
Tenant to Landlord (less any sums then due and owing Tenant by Landlord) and any
remaining  sums due and owing by Landlord to Tenant shall be paid by Tenant.  In
no  event  shall  Landlord  have  any  obligations to repair or restore any such
destruction  or  damage.

     Section  22.2     REPAIR.    If  Landlord has elected to repair and restore
                       ------
the  Leased Premises to the extent stated in Section 22.1 of this Lease then the
                                             ------------
repair and restoration shall be done under the Landlord's control, provided that
any  repair  or restoration of the Leased Premises shall be such that the Leased
Premises  are  rebuilt  in  its like condition, size and structure as before the
repair  and restoration.  In such event, this Lease shall continue in full force
and  effect,  and  the  repairs will be made within a reasonable time thereafter
(not  to exceed six (6) months from the date of receipt of insurance proceeds by
the  Landlord).  Should  the  repairs  not be completed within such period, this
Lease will terminate.  If this Lease is terminated as herein permitted, Landlord
shall  refund  to Tenant any prepaid Rent (unaccrued as of the date of damage or
destruction)  and  any  other sums due and owing by Landlord to Tenant (less any
sums then due and owing Landlord by Tenant) and any remaining sums due and owing
by  Tenant  to  Landlord  shall be paid to Landlord.  If Landlord has elected to
repair  and reconstruct the Leased Premises to the extent stated above, the Term
will  be  extended  for  a  time  equal  to  the  period  of  such  repair  and
reconstruction.

                         ARTICLE XXIII  EMINENT DOMAIN
                                        --------------

     Section  23.1     TOTAL  TAKING.    In  the event of a taking of the Leased
                       -------------
Premises or damage related to the exercise of the power of eminent domain by any
agency, authority, public utility, person, or corporation or entity empowered to
condemn  property  (including  without  limitation  a  voluntary  conveyance  by
Landlord  in  lieu of such taking or condemnation) (collectively, a "Taking") of
the  entire  Leased  Premises  or so much thereof as to prevent or substantially
impair  its use by Tenant during the Term or renewal Term, if any, of this Lease
(  a  "Total  Taking"),  the  rights of Tenant under the Lease and the leasehold
estate  of  Tenant in and to the Leased Premises shall cease and terminate as of
the date upon which title to the Leased Premises, or the portion thereof, passes
to  and vests in the condemnor or the effective date of any order for possession
if  issued  prior  to  the date title vests in the condemnor ("Date of Taking"),
Landlord  shall  refund  to  Tenant  any prepaid Rent and any other sums due and
owing  to  Tenant  by  Landlord  (less  any  sums then due and owing Landlord by
Tenant),  and  Tenant  shall  pay  to  Landlord any remaining sums due and owing


<PAGE>
Landlord  under  the  Lease,  each  prorated  as  of  the  Date  of Taking where
applicable.  All  proceeds  payable as a lump sum from any Total Taking shall be
payable  as  follows:  first to Landlord until it receives the fair market value
of the portion of the Leased Premises so taken; then to Tenant until it receives
the  fair market value of its unamortized non-building standard improvements and
personal  property  taken,  if any; and the remainder of the award shall then be
paid  to  Landlord.

     Section  23.2     PARTIAL TAKING.   In the event of a Taking of only a part
                       --------------
of  the Leased Premises which does not constitute a Total Taking during the Term
or Renewal Term, if any, of the Lease (a "Partial Taking"), the rights of Tenant
under  the Lease and the leasehold estate of Tenant in and to the portion of the
Leased Premises taken shall cease and terminate as of the Date of Taking, and an
adjustment  to the Rental in effect as of the Date of Taking shall be made based
upon  the reduced value of the Leased Premises.   All proceeds payable as a lump
sum  from  any  Partial  Taking  shall be payable as follows:  first to Landlord
until it receives the fair market value of the portion of the Leased Premises so
taken; then to Tenant until it receives the fair market value of its unamortized
non-building  standard improvements and personal property taken, if any; and the
remainder  of  the  award  shall  then  be paid to Landlord.  Should the Partial
Taking  affect  the  Building,  Landlord,  from  its portion of the award, shall
restore  the  remainder  of  the  Building,  as  nearly  as  possible,  to  one
architectural  unit  provided that Landlord determines that such restoration can
be  fully  paid  by  Landlord's  portion  of  the  award.


                     ARTICLE XXIV [[[[[   RESERVED   ]]]]]
                                  ------------------------

                           ARTICLE XXV MISCELLANEOUS
                                       -------------

     Section  25.1     ATTORNEYS' FEES AND OTHER EXPENSES.   In the event either
                       ----------------------------------
party  hereto  defaults  in the faithful performance or observance of any of the
terms,  covenants, provisions, agreements or conditions contained in this Lease,
the  party  in  default  shall be liable for and shall pay to the non-defaulting
party  all  expenses incurred by such party in enforcing any of its remedies for
any  such default, and if the non-defaulting party places the enforcement of all
or  any  part  of  this  Lease in the hands of an attorney, the party in default
agrees  to  pay  the  non-defaulting  party's reasonable attorneys' fees in such
connection.

     Section  25.2     WAIVER.    Failure on the part of Landlord to complain of
                       ------
any  action  or nonaction on the part of Tenant, no matter how long the same may
continue,  shall  not  be deemed to be a waiver by Landlord of any of its rights
hereunder.  Further,  it  is covenanted and agreed that no waiver at any time of
any  of  the provisions of this Lease by Landlord shall be construed as a waiver
of  any  of  the other provisions of this Lease and that a waiver at any time of
any  of  the  provisions  of  this  Lease shall not be construed a waiver at any
subsequent  time of the same provisions.  The consent or approval by Landlord to
or of any action by Tenant requiring Landlord's consent or approval shall not be
deemed  to  waive  or render unnecessary Landlord's consent or approval to or of
any  subsequent  similar  act  by  Tenant.


<PAGE>
     Section  25.3     NOTICE.   Any notice, request, approval, consent or other
                       ------
communication  required  or  contemplated  by this Lease must be in writing, and
may, unless otherwise in this Lease expressly provided, be given or be served by
depositing the same in the United States Postal Service, post-paid and certified
and  addressed to the party to be notified, with return receipt requested, or by
delivering  the  same in person to such party (or, in case of a corporate party,
to  an  officer of such party), or by prepaid telegram or express overnight mail
service,  when  appropriate,  addressed  to  the  party  to be notified.  Notice
deposited  in  the  mail  in the manner hereinabove described shall be effective
from  and  after  three  (3)  days  (exclusive  of Saturdays, Sundays and postal
holidays)  after  such  deposit.  Notice  given  in  any  other  manner shall be
effective  only  if  and  when  delivered to the party to be notified or at such
party's  address  for  purposes  of notice as set forth herein.  For purposes of
notice  the addresses of the parties shall, until changed as herein provided, be
as  follows:

     For  Landlord:     WMF  Investments,  Inc.
                        16815 Royal crest Drive, Suite 260
                        Houston,  Texas  77058
                        Attn:  William  M. Friedrich, Jr.

     For  Tenant:       RCI  Entertainment (Houston), Inc.
                        505  North  Belt Drive, Suite 630
                        Houston,  Texas 77060
                        Attn:  Eric  Langan

However,  the  parties  hereto  shall have the right from time to time to change
their  respective  addresses  by giving written notice to the other party in the
manner  set  forth  in  this  Section  25.3.
                              -------------

     Section  25.4     MERGER  OF ESTATES.   The voluntary or other surrender of
                       ------------------
this  Lease  by  Tenant or a mutual cancellation thereof, shall not constitute a
merger  and  shall,  at  the  option  of  Landlord,  either terminate all or any
existing  subleases  or subtenancies, or operate as an assignment to Landlord of
Tenant's  interest  in  any  or  all  such  subleases  or  subtenancies.

     Section  25.5     CONSENT  BY  LANDLORD.    In all circumstances under this
                       ---------------------
Lease  where  the  prior  consent  or  permission of Landlord is required before
Tenant is authorized to take any particular type of action, such consent must be
in  writing  and the matter of whether to grant such consent or permission shall
be  within  the  commercially  reasonable  judgment  of  Landlord.

     Section  25.6     PRIOR AGREEMENTS SUPERSEDED; ENTIRE CONTRACT; AMENDMENT.
                       -------------------------------------------------------
Tenant  agrees  that  this  Lease  supersedes  and  cancels any and all previous
statements,  negotiations,  arrangements,  brochures,  agreements  and
understandings,  if any, between Landlord and Tenant with respect to the subject
matter  of  this  Lease  or  the  Leased Premises and that this Lease, including
written  extrinsic  documents referred to herein, is the entire agreement of the
parties,  and  that  there are no representations, understandings, stipulations,
agreements, warranties or promises (express or implied, oral or written) between
Landlord  and  Tenant  with  respect  to  the subject matter of the Lease or the
Leased  Premises.  It  is  likewise  agreed  that this Lease may not be altered,
amended,  changed  or extended except by an instrument in writing signed by both
Landlord  and  Tenant.

     Section 25.7     TENANT'S AUTHORITY.   Both Tenant and the person executing
                      ------------------
this  Lease on behalf of the Tenant warrant and represent unto Landlord that (a)
Tenant is a duly organized and legal corporation, in good standing and qualified
to  do  business  in  the  State  of Texas, (b) Tenant has full right, power and
authority  to  execute, deliver and perform this Lease, (c) the person executing
this  Lease  on  behalf  of  Tenant  is authorized to do so, (d) upon request of
Landlord,  such  person will deliver to Landlord satisfactory evidence of his or
her  authority to execute this Lease on behalf of Tenant, and (e) upon execution
of  this  Lease  by  Tenant,  this  Lease  shall  constitute a valid and legally
binding  obligation  of  Tenant.


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     Section  25.8     COUNTERPARTS.    This Lease may be executed in any number
                       ------------
of  counterparts,  each  of  which  when  so  executed and delivered shall be an
original,  but  such  counterparts  shall  together  constitute one and the same
instrument.

     Section  25.9     GENDER.    The  pronouns  of any gender shall include the
                       ------
other  genders  and  either  the singular or the plural shall include the other.

     Section  25.10     BROKERAGE.    Landlord  and  Tenant  each warrant to the
                        ---------
other  than, in connection with the negotiation or execution of this Lease, they
have  not  dealt  with any broker.  Tenant and Landlord shall each indemnify the
other  against  all  costs,  expenses,  attorneys' fees, and other liability for
commissions  or  other  compensation  claimed by any broker or agent, other than
Broker,  claiming  the  same  by,  through  or  under  the  indemnifying  party.

     Section  25.11     SUCCESSORS  AND  ASSIGNS.   Subject to the provisions of
                        ------------------------
this  Lease,  all covenants and obligations as contained within this Lease shall
bind  and  extend  and  inure  to  the  benefit  of  Landlord,  its heirs, legal
representatives,  successors  and assigns, and shall be binding upon Tenant, its
heirs,  legal  representatives,  successors  and  assigns.

     Section 25.12     RECORDING.   This Lease (including any Exhibits or Riders
                       ---------
hereto) shall not be recorded and no memorandum hereof shall be recorded without
the  prior written consent of Landlord. Any such memorandum shall be executed in
a  recordable  form  and  shall  comply with applicable Texas laws.  In no event
shall  such  memorandum  set forth the rental or other charges payable by Tenant
under  this  Lease;  and  any  such  memorandum shall expressly state that it is
executed pursuant to the provisions contained in this Lease, and is not intended
to  vary  the  terms  and  conditions  of  this  Lease.

     Section  25.13     LEGAL  INTERPRETATION.    This  Lease and the rights and
                        ---------------------
obligations  of  the parties hereto shall be interpreted, construed and enforced
in  accordance  with  the laws of the State of Texas and the United States.  All
obligations of the parties hereto shall be performable in, and all legal actions
to  enforce  or  construe  this  Lease  shall be instituted in the courts of the
county  in which the Leased Premises are located.  The determination that one or
more  provisions  of this Lease is invalid, void, illegal or unenforceable shall
not affect or invalidate any other provision of this Lease, and this Lease shall
be  construed  as  if  such  invalid,  illegal  or  unenforceable  provision  or
provisions  had  never  been contained in this Lease.  All obligations of either
party  hereunder  not fully performed after the expiration or termination of the
Term  of  this  Lease shall survive the expiration or termination of the Term of
this  Lease  and  shall be fully enforceable in accordance with those provisions
pertaining  thereto.  Article  and section titles and captions appearing in this
Lease  are  for  convenient reference only and shall not be used to interpret or
limit  the  meaning of any provision of this Lease.  No custom or practice which
may  evolve  between the parties in the administration of the terms hereof shall
waive or diminish the right of Landlord to insist upon the performance by Tenant
in  strict accordance with the terms hereof.  This Lease is for the sole benefit
of  Landlord  and  Tenant,  and, without the express written consent thereto, no
third  party  shall  be  deemed  a  third  party  beneficiary  hereof.


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     Section 25.14     RIGHTS AND REMEDIES CUMULATIVE.   The rights and remedies
                       ------------------------------
by  this  Lease  are cumulative and the use of any one right or remedy by either
party  shall  not  preclude or waive its right to use any or all other rights or
remedies.  Said  rights  and  remedies are given in addition to any other rights
and  remedies  the  parties  may  have  at  law  or  in  equity.

     Section  25.15     EXHIBITS  AND RIDERS.   The Exhibits and Riders (if any)
                        --------------------
attached  to this Lease are hereby incorporated herein and hereby made a part of
this  Lease.

     IN TESTIMONY WHEREOF, the parties hereto have executed this Lease as of the
day  and  year  first  above  written.

                              LANDLORD:

                              WMF  INVESTMENTS,  INC.

                              BY:  ___________________________________
                              NAME:  WILLIAM  M.  FRIEDRICH,  JR.
                              TITLE:  ___________________

                              TENANT:

                              RCI  ENTERTAINMENT  (HOUSTON),  INC.

                              BY:  ___________________________________
                              NAME:  ERIC  LANGAN
                              TITLE:  PRESIDENT


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