LEASE AGREEMENT
                                 ---------------


                                 BY AND BETWEEN

                       WMF INVESTMENTS, INC., AS LANDLORD

                                       AND

                  RCI ENTERTAINMENT (HOUSTON), INC., AS TENANT


<PAGE>
Exhibit  10.2


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

     This Asset Purchase Agreement ("Agreement") is made this 4th day of August,
2000,  by  and  between  WMF  Investments, Inc., a Texas corporation ("Seller"),
whose  address  is 16815 Royal Crest Drive, Suite 260, Houston, Texas 77058, RCI
Entertainment  (Houston),  Inc., a Texas corporation ("Buyer"), whose address is
505  North  Belt,  Suite 630, Houston, Texas 77060 Rick's Cabaret International,
Inc.,  a  Texas  corporation  ("Rick's"), whose address is 505 North Belt, Suite
630,  Houston,  Texas  77060.

                                R E C I T A L S:

     WHEREAS,  Seller  is the owner of all of the tangible and intangible assets
(the "Personal Property") associated or used in connection with the operation of
an adult entertainment business,  restaurant and alcoholic beverage bar known as
"Chesapeake  Bay  Gentlemen's  Club  at 15301 Gulf Freeway, Houston, Texas 77034
("Chesapeake");  and

     WHEREAS,  the Seller also owns all of the real estate upon which Chesapeake
is  located,  as  more fully described herein, and all improvements thereon (the
"Real  Property");  and

     WHEREAS,  Seller  desires to sell and transfer all of the Personal Property
associated  or  used  in  connection  with  the  operation  of  Chesapeake,  and

     WHEREAS,  Seller desires to be the lessor in a lease for the Real Property;
and

     WHEREAS,  the  Buyer desires to acquire all of the Personal Property of the
Seller  and  be the lessee in a lease for the Real Property, upon and subject to
the  terms  and  conditions  of  this  Agreement.

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

                                    ARTICLE I
                   PURCHASE AND SALE OF THE PERSONAL PROPERTY

     1.1     Assets  of  Seller to be Transferred to Buyer.  On the Closing Date
             ---------------------------------------------
(as  defined  in Article IX hereof), and subject to the terms and conditions set
forth  in  this  Agreement,  Seller  shall sell, convey, transfer and assign, or
cause  to  be sold, conveyed, transferred and assigned to Buyer, and Buyer shall
acquire all of the tangible and intangible assets and personal property of every
kind  and  description  and wherever situated of the business of Chesapeake from
the Seller, including but not limited to, the following personal property of the
Seller  (the  "Purchased  Assets"):

     (i)  all of the tangible and intangible  assets and personal  properties of
          every kind and  description  and wherever  situated of the business of
          Chesapeake,  including,  without limitation,  inventories,  furniture,
          fixtures,   equipment   (including  office  and  kitchen   equipment),
          computers and software, , appliances, sign inserts, sound and lighting
          and telephone  systems not  incorporated  into the building,  and with
          respect to the  lighting  only as it relates  to the  interior  of the
          building,  telephone numbers and its Sexually Oriented Business permit
          and license,  and other personal  property of whatever nature owned or
          leased by Seller  in  connection  with the  operation  of  Chesapeake,
          including  but not  limited to those  items more  fully  described  on
          Exhibit 1.1(i) of this Agreement;


<PAGE>
     (ii) all of Seller's  inventory  of supplies,  accessories  and any and all
          other items of  personal  property  of  whatever  nature,  sold by the
          Seller in the operation of Chesapeake (the "Inventory"), as more fully
          described in Exhibit 1.1(ii);

     (iii)all supplies  (other than Inventory) and other  "consumable  supplies"
          used in connection with the operation of Chesapeake (the  "Supplies"),
          as more fully described in Exhibit 1.1(iii);

     (iv) all of Seller's right, title, and interest,  as lessee, of any and all
          equipment  leased by Seller and  located at  Chesapeake  (the  "Leased
          Equipment");

     (v)  all  right,  title  and  interest  in and to any and  all  copyrights,
          trademarks,  tradenames,  trade dress, service marks, slogans,  logos,
          corporate  or   partnership   names  (and  any  existing  or  possible
          combination  or  derivation  of any or all of the  same)  and  general
          intangibles,   including,   without   limitation,   the  goodwill  and
          intellectual  property  rights,  associated with or used in connection
          with the  operation or business of  Chesapeake,  including all rights,
          title and interest in and to the  following  tradename  and  trademark
          "Chesapeake Bay" (the "Intellectual Property");

     (vi) all right,  title,  and interest of Seller to the use of the telephone
          numbers   presently  being  used  by  Seller,   including  all  rotary
          extensions  thereto,  and all  advertisements  in the "Yellow  Pages",
          "City  Directory"  and  other  similar  publications  (the  "Telephone
          Numbers")  and after the Closing,  Buyer shall assume all expenses for
          the Telephone Numbers and advertising;

     (vii)copies  of  Seller's  lists of  suppliers,  and any and all of  books,
          records,  papers,  files,  memoranda  and other  documents in Seller's
          possession relating to or compiled in connection with the operation of
          Chesapeake which are requested by Buyer (the "Records");

     (viii) any and all necessary permits and authorizations which are needed to
          conduct an adult entertainment business at Chesapeake which the Seller
          has the right to transfer and convey,  including its sexually oriented
          business permit and license; and

     (ix) assignment by the Seller of its rights under the existing lawsuit with
          the City of Houston.

     All  of  the items set forth in Section 1.1 are collectively referred to as
the  "Purchased  Assets."

     Specifically  excluded  from the term "Purchased Assets" as used herein are
cash  equivalents,  investment securities, federal income tax refunds, corporate
seals,  books,  accounting  records  and  records  relating  solely to corporate
governance,  and any motor vehicle used for personal or family activities by any
shareholder  of  Seller  (hereinafter  collectively referred to as the "Excluded
Assets").  Further  specifically  excluded  from  the Term "Purchased Assets" is
real  property  of  the  Seller.


<PAGE>
     1.2     Intent of the Parties.  Although the Exhibits to this Agreement are
             ---------------------
intended  to  be  complete,  in  the  event  such  Exhibits  fail to contain the
description  of  any  asset  belonging  to  Seller  which is used solely for the
business  of  Chesapeake  or  are  otherwise  necessary  for  the  ownership  of
Chesapeake,  such assets shall nonetheless be deemed transferred to Buyer at the
Closing.


                                   ARTICLE II
                          NO ASSUMPTION OF LIABILITIES

     The  Buyer  shall  have no obligation and shall not assume or agree to pay,
perform  or discharge, nor shall the Buyer be directly or indirectly responsible
or  obligated  for,  any  debts,  obligations,  contracts  or liabilities of the
Seller,  wherever  or  however  incurred.   All  personal  property taxes on the
Purchased  Assets  will be paid in full by the Seller for all years prior to the
Closing  Date  and  for the year of Closing such personal property taxes will be
pro  rated  to  the  Closing  Date.


                                   ARTICLE III
                                 PURCHASE PRICE

     3.1     Purchase Price.  As consideration for the Purchased Assets, Rick's,
             --------------
of  which  the  Buyer  is a wholly owned subsidiary, shall deliver at Closing to
Seller,  160,000  restricted  shares of Rick's common stock, par value $.01 (the
"Common  Stock").

     3.2     Contingent  Future  Consideration.  In  the event that on August 6,
             ---------------------------------
2001,  the  average closing price of Rick's common stock for the sixty (60) days
prior to August 6, 2001 is less than $5.00 per share then RCI shall be obligated
to  pay  to Seller a contingent amount ("Contingent Amount") equal to the lesser
of  (i)  $250,000.00  or  (ii)  $800,000.00 less the Average Price multiplied by
160,000.  The  Contingent Amount, if any, shall be evidenced by the execution of
a  Promissory  Note dated one year from the Closing Date and shall be payable as
follows:

     Term:                               Nine  Years
     Simple  Interest  Rate:             Ten  Percent  Per  Annum
     Principal  is  amortized:           Over  Nine  Years
     Principal and Interest are due:     Monthly  In  Arrears

A  form  of  the  contingent  Promissory Note is attached hereto as Exhibit 3.2.

     3.3     Condition  to  Obligation  of the Contingent Amount.  If Seller has
             ---------------------------------------------------
sold  any  of  the shares of Common Stock or "sold short" or "sold short against
the  box" any shares of Common Stock of Rick's prior to August 6, 2001, then the
Buyer  shall  not be obligated to pay any Contingent Amount set forth in Section
3.2  hereof.


<PAGE>
                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                                  OF THE SELLER

     The  Seller  represents  and  warrants  to  Buyer  as  follows;

     4.1     Organization and Capitalization of Seller.  Seller is a corporation
             -----------------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
State of Texas, with full power and authority and all necessary governmental and
regulatory  licenses,  permits  and authorizations to carry on the businesses in
which it is engaged, to own the properties that it owns currently and to perform
its  obligations  under  this Agreement, and is duly qualified or licensed to do
business in the manner in which it is presently conducting its business.  All of
such  issued  and outstanding shares of common stock of Seller is fully paid and
non-assessable.

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

          4.3  [Intentionally Left Blank]

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


<PAGE>
               4.5 Title to  Purchased  Assets,  Personal  Property and the Real
                   -------------------------------------------------------------
          Property. The Seller will have at Closing good and marketable title to
          --------
          all of the  Purchased  Assets and the Real  Property,  which are being
          sold or leased to Buyer  under this  Agreement,  free and clear of all
          liens,  claims,  charges,   encumbrances,   restrictions  or  security
          interests,  except as set forth in Exhibit 4.5, which obligations will
          be paid in full at Closing  unless  otherwise  provided for in Exhibit
          4.5. All of the Purchased Assets which are to be acquired by Buyer and
          the Real  Property to be leased to the Buyer are in the  possession of
          Seller  and are  generally  in good  operating  condition  and  repair
          (ordinary  wear and tear  excepted).  The Seller is not a party to any
          contract or  obligation  whereby  there has been  granted to anyone an
          absolute or contingent right to purchase, obtain or acquire any rights
          in the  Purchased  Assets or used in  connection  with the business of
          Seller.

               4.6  Contracts  and Leases.  Except as  disclosed in Exhibit 4.6,
                    ----------------------
          Seller  (i)  has  no  leases  of  personal  property  relating  to the
          Purchased Assets, whether as lessor or lessee; (ii) has no contractual
          or other obligations relating to the Purchased Assets, whether written
          or oral;  and (iii) has not given any power of  attorney to any person
          or organization for any purpose relating to the Purchased Assets.  The
          Seller  has no real  estate  lease on the Real  Property  in which the
          Seller is the  landlord  or lessor.  Exhibit 4.6 sets forth a complete
          list, including any amendment of each lease or contract which are part
          of the  Purchased  Assets or the Lease to be  acquired  by the  Buyer.
          Seller has  furnished  Buyer a copy of each  contract,  lease or other
          document relating to the Purchased Assets to which they are subject or
          are a party or a  beneficiary,  which is to be assumed or  acquired by
          Buyer.  To  Seller's  knowledge,  such  contracts,   leases  or  other
          documents  are valid and in full force and effect  according  to their
          terms and constitutes a legal,  valid and binding obligation of Seller
          and  the  other  respective  parties  thereto  and is  enforceable  in
          accordance  with  their  terms,  and Seller  has no  knowledge  of any
          default or breach under such  contract,  lease or other document or of
          any pending or  threatened  claims under any such  contract,  lease or
          other  document.  Neither the signing or execution of this  Agreement,
          nor the  consummation of all or any of the  transactions  contemplated
          under this  Agreement,  will  constitute a breach or default under any
          such contract, lease or other document.

               4.7  Litigation.  Except as disclosed in Exhibit 4.7, there is no
                    ----------
          suit, claim, arbitration,  investigation, action or proceeding entered
          against, now pending or, to the Seller's knowledge, threatened against
          the  Purchased  Assets  or  the  Real  Property,   before  any  court,
          arbitration,  administrative  or regulatory  body or any  governmental
          agency  which  may  result  in any  judgment,  order,  award,  decree,
          liability or other  determination  which will or could  reasonably  be
          expected  to have any  effect  upon the  Purchased  Assets or the Real
          Property , nor is there any basis known to Seller for any such action.
          The Seller is not subject to any judicial injunction or mandate or any
          quasi-judicial or administrative  order or restriction  directed to or
          against it or him or which would  affect the  Purchased  Assets or the
          Real Property.


<PAGE>
               4.8 Taxes.  Seller has timely and  accurately  filed all federal,
                   -----
          state,  foreign,  local tax returns and reports and  personal and real
          property  returns and reports required to be filed by it prior to such
          dates and has timely paid all taxes shown on such  returns as owed for
          the  periods  of such  returns,  including  all  withholding  or other
          payroll  related taxes shown on such  returns.  Seller has timely paid
          all real property taxes and personal  property taxes.  Seller has made
          adequate  provision  for the  payment of all taxes  accruable  for all
          periods  ending on or before the Closing Date to any taxing  authority
          and  is  not  delinquent  in  the  payment  of  any  material  tax  or
          governmental  charge of any  nature.  No  assessments  or  notices  of
          deficiency or other  communications  have been received by Seller with
          respect to any tax return which has not been paid, discharged or fully
          reserved  against and no  amendments or  applications  for refund have
          been filed or are planned with  respect to any such return.  There are
          no  agreements  between  Seller and any taxing  authority,  including,
          without limitation, the Internal Revenue Service, waiving or extending
          any statute of limitations with respect to any tax return.

               4.9  Financial Information.
                    ----------------------

          (a) Buyer  has  received  true and  complete  copies of the  unaudited
     balance sheet as of March 31, 2000, and the related unaudited statements of
     income for the three month period then ending (the  "Financial  Statement")
     for WMF Investments,  Inc. The Financial  Statements are in accordance with
     the books and  records of WMF  Investments,  Inc.  and fairly  present  the
     financial  position of the  corporation  and the result of  operations  and
     changes in financial  position of the  corporation  as of the dates and for
     the periods indicated.

          (b) Seller has no liability or obligation (whether accrued,  absolute,
     contingent or otherwise)  which is of a nature  required to be reflected in
     financial  statements  prepared in conformity  with the Seller's  Financial
     Statement,  except  for (i)  the  liabilities  and  obligations  which  are
     disclosed,  or reserved against in the Financial Statements,  to the extent
     and in the amounts so disclosed or reserved  against,  and (ii) liabilities
     incurred or accrued in the ordinary course of business since March 31, 2000
     and which do not, either individually or in the aggregate,  have an adverse
     effect on the business, assets or operations of the Seller.

          (c)  Seller is not in  default  with  respect  to any  liabilities  or
     obligations,  and all such liabilities or obligations shown or reflected in
     the  Financial   Statements  and  such  liabilities   incurred  or  accrued
     subsequent to March 31, 2000 have been, or are being,  paid and  discharged
     as they become due, and all such  liabilities and obligations were incurred
     in the ordinary course of business.

     4.10     Compliance  with  Laws.  Seller  is  and at all times prior to the
              ----------------------
date  hereof  has  been,  in  compliance  with  all statutes, orders, rules, and
regulations  applicable to it or to the ownership of its assets or the operation
of  its  business, except for failures to be in compliance that would not have a
material  adverse  effect  on  the business, properties, condition (financial or
otherwise) or prospects of Seller, and Seller has no basis to expect to receive,
and  have  not  received,  any order or notice of any such violation or claim of
violation  of  any  such  statute,  order,  rule,  ordinance  or  regulation.


<PAGE>
     4.11     Entertainment  Licenses.  Seller  will use its best efforts to the
              -----------------------
effect  that  a  sexually  oriented  business license and a liquor license (full
service  alcoholic  beverage license) for Seller issued by Texas and/or the City
of  Houston,  are  in  full  force  and effect and will remain in full force and
effect  until  the  Closing.

     4.12     Intellectual  Property.  The  Seller  is  the  owner of all right,
              ----------------------
title and interest in and to all of the Intellectual Property used in connection
with  the operation of Chesapeake.  Such Intellectual Property is free and clear
of  any material liens, mortgages, judgments, or other encumbrances of any kind,
and  no rights or licenses of any kind respecting the Intellectual property have
been  granted  to  any  third  party.  There are no outstanding, or, to the best
knowledge  of  the  Seller,  threatened  claims  of  infringement against Seller
respecting  the  use  of any of the Intellectual Property in connection with the
operations  or  business of the Seller and it has no knowledge of any trademark,
service  mark,  trade  name,  assumed  name,  copyright,  patent,  trade secret,
contractual  or  other  rights  of  any  third  party  which  may be violated or
infringed  by  the  use  of  any of the Intellectual Property in connection with
Seller's  operations  or  business.

     4.13     Insurance  Policies.  Copies  of all insurance policies maintained
              -------------------
by the Seller relating to the operation of Chesapeake carried by the Seller have
been  delivered  or  will be made available to Buyer.  The policies of insurance
held by Seller are in such amounts, and insure against such losses and risks, as
Seller  reasonably  deems  appropriate for its property and business operations.
All  such  insurance policies are in full force and effect, and all premiums due
thereon  have  been paid.  Valid policies for such insurance will be outstanding
and  duly  in  force  at  all  times  prior  to  the  Closing.

     4.14     Environmental  Matters.  Neither the Seller nor any other party to
              ----------------------
this  Agreement  is  now,  nor  has  in  the past, used or is using the Personal
Property  or  the Real Property for the handling, treatment, storage or disposal
of  any  Hazardous  Substance  (as hereinafter defined).  No release, discharge,
spillage  or  disposal  of  any  Hazardous  Substance  and  no  soil  or  water
contamination  by  any Hazardous Substance has occurred or is occurring in or on
the  Personal  Property  or the Real Property.  The Seller has complied with all
reporting  requirements  under  any  applicable  federal,  state  or  local
environmental  laws  and  permits,  and  there are no existing violations by the
Seller of any such environmental laws or permits.  There are no claims, actions,
suits,  proceedings  or  investigations  related  to  the  presence,  release,
discharge,  spillage  or disposal of any Hazardous Substance or contamination of
soil  or  water by any Hazardous Substance pending or threatened with respect to
the  Personal  Property  or the Real Property or otherwise against the Seller in
any  court  or before any state, federal or other governmental agency or private
arbitration  tribunal  and  to the best of the knowledge of Seller and any other
party  to  this  Agreement,  there is no basis for any such claim, action, suit,
proceeding  or  investigation.  To  the  best  of  their knowledge, there are no
underground  storage tanks on the Real Property.  The Seller is not aware of any
building  or  other improvement included in the Real Property which contains any
asbestos  or  any  asbestos-containing  materials.  For  the  purposes  of  this
Agreement,  "Hazardous Substance" shall mean any hazardous or toxic substance or
waste  as  those  terms  are  defined  by any applicable federal or state law or
regulation  including,  without  limitation,  the  Comprehensive  Environmental
Recovery  Compensation  and  Liability  Act,  42  U.S.C.  9601  and the Resource
Conservation  and Recovery Act, 42 U.S.C. 6901 and petroleum, petroleum products
and  oil.


<PAGE>
     4.15     No  Default.  Seller is not in default under any term or condition
              -----------
of  any  instrument evidencing, creating or securing any indebtedness of Seller,
and  there  has  been  no  default in any material obligation to be performed by
Seller  under any other contract, lease, agreement, commitment or undertaking to
which  it  is  a party or by which it or its assets or properties are bound, nor
has  Seller waived any material right under any such contract, lease, agreement,
commitment  or  undertaking.

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

     4.17     Pending  Claims.  There  is  no claim, suit, action or proceeding,
              ---------------
whether  judicial,  administrative  or  otherwise,  pending  or,  to the best of
Seller's  knowledge,  threatened that would preclude or restrict the performance
of  this  Agreement  by  Seller.

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


                                    ARTICLE V
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer  hereby  represents  and  warrants  to  Seller  as  follows:

     5.1     Organization  of  Buyer.  Buyer  is  a  corporation duly organized,
             -----------------------
validly  existing  and  in good standing in the laws of the state of Texas, with
full  power  and authority to carry on the businesses in which it is engaged, to
own  the  properties  that it owns currently and will own at the Closing, and to
perform  its  obligations under this Agreement and is duly qualified or licensed
to  do  business in the manner in which it is presently conducting its business.

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


<PAGE>
any lien, charge or encumbrance of any kind or nature whatsoever upon any of the
properties  or  assets  of  Buyer.  This Agreement and each and every agreement,
document,  exhibit and instrument to be executed, delivered and performed by the
Buyer  in  connection  herewith constitute or will, when executed and delivered,
constitute  the  valid  and legally binding obligations of the Buyer enforceable
against  it  in accordance with their respective terms, except as enforceability
may  be limited by applicable equitable principles or by bankruptcy, insolvency,
reorganization,  moratorium,  or  similar  laws  from  time  to  time  in effect
affecting  the  enforcement  of  creditors'  rights  generally.

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

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

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

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


                                   ARTICLE VI
                    REPRESENTATIONS AND WARRANTIES OF RICK'S

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

     6.1     Organization  of  Rick's.  Rick's  is a corporation duly organized,
             ------------------------
validly  existing  and  in good standing in the laws of the state of Texas, with
full  power  and authority to carry on the businesses in which it is engaged, to
own  the  properties  that it owns currently and will own at the Closing, and to
perform  its  obligations under this Agreement and is duly qualified or licensed
to  do  business in the manner in which it is presently conducting its business.


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

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

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

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

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


<PAGE>
                                   ARTICLE VII
                                    COVENANTS

     7.1     Consents  and  Further Actions.  As soon as practicable, Seller and
             ------------------------------
Buyer will jointly commence to take all reasonable action required to obtain all
consents,  approvals and agreements of any third parties.  Specifically, without
limiting  the  foregoing,  Seller and Buyer will commence to take all reasonable
action  required  to  obtain  the  issuance  of any and all permits necessary to
operate  Chesapeake  as  an  adult  entertainment  sexually  oriented  business
facility, including the issuance of a liquor license duly issued and approved by
Texas  and  Houston which will allow for the sale of liquor and the operation of
an  adult  entertainment  sexually  oriented  facility  by  Buyer at Chesapeake.
Seller  and  Buyer  each  will  keep  the  other  informed  of the status of any
inquiries  made of such party by any governmental agency or authority or members
of  their  respective  staffs with respect to this Agreement or the transactions
contemplated  hereby.  In  addition,  subject to the terms and conditions herein
provided,  Seller  and Buyer each covenants and agrees to use reasonable efforts
to  take,  or  cause  to  be  taken, all action, or do, or cause to be done, all
things,  necessary, proper or advisable under applicable laws and regulations to
consummate  and  make effective the transactions contemplated by this Agreement.

     7.2     Access  to Information.  Between the date of this Agreement and the
             ----------------------
Closing  Date,  Seller  shall give Buyer and its authorized representatives full
access,  at  all reasonable times, to its businesses, properties and assets, and
all  of  its financial books and records, agreements and records relating to the
ownership and operation of Seller as shall be reasonably requested.  Seller will
permit  Buyer  and  its  representatives  to  make  such inspections as they may
require  and  will  cause  the  officers  of  Seller  to cooperate with Buyer in
connection  with  such  inspection.

     7.3     Prohibited  Negotiations.  Subsequent  to  the  execution  of  the
             ------------------------
Agreement,  and prior to the Closing Date of the Agreement, the Seller shall not
solicit  or  encourage  inquiries  or  proposals  with respect to or furnish any
information  relating  to  or  participate  in  any  negotiations or discussions
concerning,  any  sale,  lease or conveyance of the Purchased Assets or the Real
Property  or  any acquisition or purchase of all or a substantial portion of the
assets  of Seller or of a equity interest in Seller, or any business combination
with Seller.  Seller hereby agrees to advise Buyer of any contact from any third
party  regarding the acquisition of the Purchased Assets or the Real Property or
the  acquisition  or  other  investment  in Seller or of any contact which would
relate  to  the  transactions  contemplated  by  this  Agreement.

                                  ARTICLE VIII
                              CONDITIONS TO CLOSING

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

          (a) The  representations  and warranties of Buyer and Rick's set forth
     in this Agreement shall be true and correct in all material respects on the
     Closing Date with the same force and effect as if they had been made on the
     Closing Date;

          (b) Buyer and  Rick's  shall  have  performed  and  complied  with all
     agreements,   obligations,   covenants  and  conditions  required  by  this
     Agreement to be performed or complied with on or prior to the Closing;

          (c) The Seller shall have  received a  certificate,  dated the Closing
     Date and  signed by the  president  of the Buyer to the effect set forth in
     Section 8.1(a) and 8.1(b) for the purpose of verifying the accuracy of such
     representations and warranties and the performance and satisfaction of such
     covenants and conditions;


<PAGE>
          (d) The Seller shall have  received a  certificate,  dated the Closing
     Date and  signed by the  president  of Rick's  to the  effect  set forth in
     Section 8.1(a) and 8.1(b) for the purpose of verifying the accuracy of such
     representations and warranties and the performance and satisfaction of such
     covenants and conditions;

          (e) The  Related  Transactions  as set forth in  Section  9.2 shall be
     consummated concurrently with the Closing;

          (f) The Seller shall have  received  certificates  evidencing  160,000
     shares of Rick's common stock,  duly executed for issuance by Rick's to the
     Seller or a letter of instructions from a duly authorized officer of Rick's
     to  American  Stock  Transfer  & Trust  Company  (Rick's  transfer  agent),
     instructing the transfer agent to duly issue stock certificates  evidencing
     the 160,000 shares of common stock of Rick's to Seller, all as contemplated
     by this Agreement;

          (g) The Seller shall have received corporate  resolutions of the Board
     of Directors of RCI and Rick's,  certified by an authorized officer,  which
     authorize the execution, delivery and performance of this Agreement and the
     documents referred to herein to which it is or is to be a party dated as of
     the Closing Date; and

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

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

          (a) The  representations  and  warranties  of Seller set forth  herein
     shall be true and correct in all material respects on the Closing Date with
     the same force and effect as if they had been made on the Closing Date;

          (b) The Seller shall have performed and complied with all  agreements,
     obligations,  covenants  and  conditions  required by this  Agreement to be
     performed or complied with by Seller on or prior to the Closing;

          (c) The Buyer and Rick's shall have received a certificate,  dated the
     Closing  Date and signed by the  president  of the Seller to the effect set
     forth in  Section  8.2(a)  and 8.2(b)  for the  purpose  of  verifying  the
     accuracy of such  representations  and warranties and the  performance  and
     satisfaction of such covenants and conditions;


<PAGE>
          (d) The Buyer  shall have  obtained a liquor  license  duly issued and
     approved by the Texas Alcoholic  Beverage  Commission  which will allow for
     the  sale of  liquor  by the  Buyer at the  premises  where  Chesapeake  is
     located;

          (e) The Buyer shall have obtained or been  transferred from Seller all
     necessary permits or other authorizations which may be needed to conduct an
     adult entertainment sexually oriented business on the Real Property;

          (f) The  Related  Transactions  as set forth in  Section  9.2 shall be
     consummated concurrently with the Closing;

          (g) The Buyer shall have received  corporate  resolutions of the Board
     of Directors of Seller, certified by an authorized officer, which authorize
     the execution, delivery and performance of this Agreement and the documents
     referred  to  herein  to  which  it is or is to be a party  dated as of the
     Closing Date;

          (h) The Seller shall have  assigned its rights and  obligations  under
     the existing lawsuit with the City of Houston and the Buyer shall have been
     substituted in as a party to such litigation;

          (i) The  Seller  shall  have  delivered  to Buyer all  instruments  of
     assignment  and  bills of sale  necessary  to  transfer  to Buyer  good and
     marketable title to the Purchased Assets;

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


                                   ARTICLE  IX
                                   THE CLOSING

     9.1     Time  and  Place  of  Closing.  The  Closing  of  the  transactions
             -----------------------------
provided  for  in  this  Agreement  ("Closing")  shall be held at the offices of
Axelrod, Smith & Kirshbaum, 5300 Memorial Drive, Suite 700, Houston, Texas 77007
commencing  at  10:00 a.m. Central Daylight Time on the third business day after
the  issuance  and  approval  of the required liquor license issued by the Texas
Alcoholic  Beverage  Commission.  In  the  event  that  the  full service liquor
license  has not been approved and issued to Buyer by 5:00 p.m. Central Daylight
Time  on March 5, 2001, then, unless otherwise provided below,  either party may
provide  written  notice  to  the  other  that  this  Agreement  is canceled and
terminated.  In  the event that the Closing does not occur by March 8, 2001, the
parties  hereto shall have the right, but not the obligation, to extend the date
of  Closing.   The  day on which the Closing occurs is referred to herein as the
"Closing  Date."

     Nothing  in this Section 9.1 shall alter any rights that the Buyer has that
are  set  forth  in  that certain Management Agreement dated  May 4, 2000 by and
between  Seller  and  Buyer.


<PAGE>
     9.2     Related  Transactions.  In addition to the purchase and sale of the
             --------------------
Purchased Assets, the following action shall take place contemporaneously at the
Closing:


             (e)          The Seller and Buyer shall enter into a Lease for the
                     Real Property in the  form  set  forth in  Exhibit 9.2(b);

             (b)     [Intentionally  Left  Blank]

             (c)     [Intentionally  Left  Blank]

       (d)          The  Seller   shall   assign   its  rights  and  obligations
             under the existing lawsuit against the City of Houston to the Buyer
             or its is assigns and the  Seller  shall  substitute  in  the Buyer
             or its assigns into the lawsuit.


<PAGE>
                                    ARTICLE X
                                 INDEMNIFICATION

     10.1     Indemnification  from  the Seller.  The Seller agrees to and shall
              ---------------------------------
indemnify,  defend (with legal counsel reasonably acceptable to Buyer), and hold
Buyer  and  Rick's,  its  officers,  directors, shareholders, employees, agents,
affiliates,  and  assigns  harmless  at  all  times  after  the  date  of  this
Agreement, from and against and in respect of, any liability, claim, deficiency,
loss,  damage  or  injury,  and  all  reasonable  costs  and expenses (including
reasonable  attorneys'  fees  and costs of any suit related thereto) suffered or
incurred  by  Buyer  arising from (a) any misrepresentation by, or breach of any
covenant  or  warranty  of  Seller  contained in this Agreement, or any Exhibit,
certificate,  or  other  instrument  furnished  or  to  be  furnished  by Seller
hereunder,  or any claim by a third party (regardless of whether the claimant is
ultimately  successful)  which  if  true  would  be  such a misrepresentation or
breach; (b) any nonfulfillment of any agreement on the part of Seller under this
Agreement,  or from any material misrepresentation in or material omission from,
any  certificate  or  other  instrument  furnished  or  to be furnished to Buyer
hereunder; and (c) any suit, action, proceeding, claim or investigation, pending
or  threatened  against  or  affecting  Buyer or Rick's which arises from, which
arose  from,  or  which  is  based  upon  or  pertaining  to Seller's conduct or
operation of the business of the Seller or Seller's ownership, possession or use
of  the  Purchased  Assets  and employment of employees, and any other matter or
state  of  facts relating to the transactions contemplated herein existing prior
to  May  1,  2000.

     10.2     Indemnification  from  the  Buyer.  The  Buyer agrees to and shall
              ---------------------------------
indemnify,  defend (with legal counsel reasonably acceptable to Seller) and hold
Seller,  its  officers,  directors, shareholders, employees, agents and  assigns
harmless  at  all  times  after  the  date  of Closing  from and against, and in
respect  of  any  liability, claim, deficiency, loss, damage, or injury, and all
reasonable costs and expenses (including reasonably attorneys' fees and costs of
any  suit  related  thereto)  suffered  or  incurred  by  Seller,  from  (a) any
misrepresentation  by,  or  breach  of  any  covenant  or warranty of, the Buyer
contained  in  this Agreement or any Exhibit, certificate, or other agreement or
instrument  furnished  or  to be furnished by Buyer hereunder, or any claim by a
third party (regardless of whether the claimant is ultimately successful), which
if  true, would be such a misrepresentation or breach; (b) any nonfulfillment of

any  agreement  on  the  part  of  Buyer  under  this  Agreement,  or  from  any
misrepresentation  in  or  omission  from, any certificate or other agreement or
instrument  furnished  or to be furnished to Seller hereunder; and (c) any suit,
action, proceeding, claim or investigation against or affecting the Seller which
arises  from,  which  arose  from,  or  which is based upon or pertaining to the
Buyer's  conduct  or  operation  of the business of Chesapeake and employment of
employees,  and  any other matter or state of facts relating to the transactions
contemplated  herein  existing  subsequent  to  May  1,  2000.

     10.3     Indemnification  from  Rick's.  Rick's  agrees  to  and  shall
              -----------------------------
indemnify,  defend (with legal counsel reasonably acceptable to Seller) and hold
Seller,  its  officers,  directors, shareholders, employees, agents and  assigns
harmless  at  all  times  after  the  date  of Closing  from and against, and in
respect  of  any  liability, claim, deficiency, loss, damage, or injury, and all
reasonable costs and expenses (including reasonably attorneys' fees and costs of
any  suit  related  thereto)  suffered  or  incurred  by  Seller,  from  (a) any
misrepresentation by, or breach of any covenant or warranty of, Rick's contained
in  this Agreement or any Exhibit, certificate, or other agreement or instrument
furnished  or to be furnished by Rick's hereunder, or any claim by a third party
(regardless  of  whether  the claimant is ultimately successful), which if true,
would  be  such  a  misrepresentation  or  breach; (b) any nonfulfillment of any
agreement  on  the  part  of  Rick's  under  this  Agreement,  or  from  any
misrepresentation  in  or  omission  from, any certificate or other agreement or
instrument  furnished  or to be furnished to Seller hereunder; and (c) any suit,
action, proceeding, claim or investigation against or affecting the Seller which
arises  from,  which  arose from, or which is based upon or pertaining to Rick's
conduct  or operation of the business of Chesapeake and employment of employees,
and any other matter or state of facts relating to the transactions contemplated
herein  existing  subsequent  to  May  1,  2000.

     10.4     Defense  of Claims.  If any lawsuit or enforcement action is filed
              ------------------
against any party entitled to the benefit of indemnity hereunder, written notice
thereof shall be given to the indemnifying party as promptly as practicable (and
in  any event not less than fifteen (15) days prior to any hearing date or other
date  by  which  action  must  be  taken);  provided  that  the  failure  of any
indemnified  party  to  give  timely  notice  shall  not  affect  rights  to
indemnification  hereunder  except  to  the  extent  that the indemnifying party
demonstrates  actual  damage  caused by such failure.  After such notice, if the
indemnifying  party  shall acknowledge in writing to such indemnified party that
this  Agreement  applies  with  respect  to  such  lawsuit  or  action, then the
indemnifying  party  shall  be entitled, if it so elects, to take control of the
defense  and  investigation  of  such lawsuit or action and to employ and engage
attorneys  of  its own choice to handle and defend the same, at the indemnifying
party's  cost,  risk  and expense; and such indemnified party shall cooperate in
all  reasonable  respects,  at its cost, risk and expense, with the indemnifying
party and such attorneys in the investigation, trial and defense of such lawsuit
or  action  and  any  appeal  arising  therefrom;  provided,  however,  that the
indemnified party may, at its own cost, participate in such investigation, trial
and  defense  of  such  lawsuit or action and any appeal arising therefrom.  The
indemnifying  party  shall  not,  without  the  prior  written  consent  of  the
indemnified parties, effect any settlement of any proceeding in respect of which
any  indemnified  parties  is  a  party  and indemnity has been sought hereunder
unless such settlement of a claim, investigation, suit, or other proceeding only
involves  a  remedy  for  the  payment  of  money  by the indemnifying party and
includes an unconditional release of such indemnified parties from all liability
on  claims  that  are  the  subject  matter  of  such  proceeding.

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


<PAGE>
                                   ARTICLE XI
                                  MISCELLANEOUS

     11.1     Notices.  All notices and other communications provided for herein
              -------
shall  be  in writing and shall be duly given if delivered personally or sent by
registered  or  certified  mail,  return  receipt requested, postage prepaid, or
overnight  air  courier  guaranteeing  next  day  delivery:


     (a)     If  to  Seller,  to:


                    WMF  Investments,  Inc.
                    Attention:  William  M.  Friedrichs
                    16815  Royal  Crest  Drive,  Suite  260
                    Houston,  Texas  77058


     With  a  copy  to:

                    Nelson  Hensley
                    24  Greenway  Plaza,  Suite  1515
                    Houston,  Texas  77098


     (b)     If  to  Buyer  or  Rick's,  to:

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

             With  a  copy  to:

                    Mr.  Robert  D.  Axelrod
                    Axelrod,  Smith  &  Kirshbaum
                    5300  Memorial  Drive,  Suite  700
                    Houston,  Texas  77007
                    Fax:  (713)  552-0202

All  notices  and communications shall be deemed to have been duly given: at the
time  delivered  by  hand,  if  personally  delivered;  three  days  after being
deposited  in  the  mail,  postage  prepaid, sent certified mail, return receipt
requested,  if mailed; and the next day after timely delivery to the courier, if
sent  by  overnight  air courier guaranteeing next day delivery.  If a notice or
communication is mailed in the manner provided above within the time prescribed,
it  is  duly  given,  whether  or  not  the  addressee  receives  it.

     11.2     Assignment.  Neither  this  Agreement  nor  any  of  the  rights,
              ----------
interests  or  obligations  hereunder  shall  be  assigned by any of the parties
(except  that  Buyer may assign its rights to an entity which is wholly owned by
Buyer)  without  the  prior  written consent of the other parties, which consent
will  not  be unreasonably withheld.  This Agreement will be binding upon, inure
to  the benefit of and be enforceable by the parties and their respective heirs,
personal  representatives,  successors  and  assigns.

     11.3     Counterparts.  This  Agreement  may  be  executed in any number of
              ------------
counterparts,  which taken together shall constitute one and the same instrument
and  each  of  which  shall  be  considered  an  original  for  all  purposes.

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


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

     11.6     Survival.  All warranties and representations herein shall survive
              --------
the  Closing  and  shall be true and correct as of the date hereof and as of the
Closing  Date.  The  respective  representations,  warranties,  covenants  and
agreements set forth in this Agreement shall survive the Closing for the maximum
period  allowed  by  law.

     11.7     Public  Announcements.  The  parties  hereto  agree  that prior to
              ---------------------
making  any  public  announcement  or statement with respect to the transactions
contemplated  by  this  Agreement,  the  party  desiring  to  make  such  public
announcement  or  statement  shall  consult  with  the  other parties hereto and
exercise  their  best  efforts  to  (i)  agree  upon  the text of a joint public
announcement  or  statement  to  be  made  by all of such parties or (ii) obtain
approval  of  the  other  parties hereto to the text of a public announcement or
statement  to  be  made  solely  by  the  party  desiring  to  make  such public
announcement;  provided, however, that if any party hereto is required by law to
make  such public announcement or statement, then such announcement or statement
may  be  made  without  the  approval  of  the  other  parties.

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

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

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

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

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

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

     11.14     Jurisdiction.  This  Agreement  shall  be  governed  by,  and its
               ------------
provisions  construed  to be in compliance with, the laws of the State of Texas.
The  parties  agree  that  venue  for  purposes  of construing or enforcing this
Agreement  shall  be  proper  in  Harris  County,  Texas.

                       [[[SIGNATURES ON FOLLOWING PAGE]]]


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


                              WMF  Investments,  Inc.


                                By:____________________________________
                                   William  M.  Friedrichs,  President





                              RCI  ENTERTAINMENT  (HOUSTON),  INC.


                                By:____________________________________
                                   Eric  Langan,  President


                              RICK'S  CABARET  INTERNATIONAL,  INC.


                                By:____________________________________
                                   Eric  Langan,  President


<PAGE>