AMENDEDPURCHASE AGREEMENT
                            -------------------------

     This  Amended  Purchase  Agreement  dated  this 9th day of August 2006 (the
"Amendment")  is  to  Amend the Purchase Agreement (the "Purchase Agreement") by
 ---------
and  between  Spiros  Partners,  Ltd.,  a  Texas  limited  partnership  (the
"Partnership"),  New  Spiros,  L.L.C.,  a  Texas  limited liability company (the
"Company"), Behzad "Alex" Bahrami ("Bahrami"), the individuals listed on Exhibit
"A"  to  the  Purchase Agreement who are the Limited Partners of the Partnership
(the "Limited Partners") and the Members of the Company (the "Members"), and RCI
Debit  Services,  Inc.,  a Texas corporation ("Buyer"). The Limited Partners and
the  Members  are  collectively  referred  to  herein  as  the  "Sellers"

                                    RECITALS

     WHEREAS, the parties entered into a Purchase Agreement dated August 3, 2006
(the "Purchase Agreement") for the acquisition of the Membership Interest in the
Company  and  the Partnership Interest in the Partnership, which own and operate
an  adult  entertainment cabaret known as "Centerfolds" located at 5418 Brewster
Street,  San  Antonio,  Texas  78233;  and

     WHEREAS,  all  of  the  parties  hereto  wish  to  amend Section 1.4 of the
Purchase  Agreement  to  clarify the method of the payment of the purchase price
for  the  Membership  Interest  and  Partnership  Interest;  and

     WHEREAS, the parties wish to amend Section 3.1(b) of the Purchase Agreement
to  clarify  the  outstanding  Membership  Interest  of  the  Company;  and

     WHEREAS, the parties wish to amend Section 2.1 of the Purchase Agreement to
extend  the  Closing  Date  (as  defined  therein).

     NOW,  THEREFORE,  in  consideration  of  the  foregoing, and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  parties  agree  as  follows:

     1.   All  capitalized  terms  used  herein shall have the meanings assigned
to  them  in  the  Purchase Agreement unless expressly defined otherwise in this
Amendment.

     2.   Except  as  otherwise  specifically  provided  herein,  all  terms and
conditions  of the Purchase Agreement as set forth therein, shall remain in full
force  and  effect  as  if  explicitly  set  forth herein and shall apply to the
interpretation  and  enforcement  hereof.

     3.   Amendment  of  Sections  1.4  of  the  Purchase Agreement: The parties
          ----------------------------------------------------------
hereby  amend  Section  1.4 of the Purchase Agreement in its entirety to read as
follows:

          "Section  1.4     Purchase  Price  for  Membership  Interest  and
                            -----------------------------------------------
          Partnership  Interest.  As  consideration  for  the  purchase  of  the
          ---------------------
          Membership  Interest  and the Partnership Interest, Buyer shall pay to
          the  Sellers  the  total  aggregate  consideration  of $2,150,000 (the
          "Purchase Price"), which shall be allocated according to the ownership
          percentages set forth in Exhibit "A" and payable as follows:

          (a)  $450,000 cash paid at the time of Closing;

          (b)  Buyer  shall execute a promissory note in the principal amount of
               $1,700,000  bearing  simple  interest at a rate of 7.5% per annum
               (the  "Long  Term  Note")  due


<PAGE>
               and  payable  as  follows:

               (i)     in twenty-four (24) monthly installments of principal and
               interest in the amount of Forty Thousand Seven Hundred Sixty-Nine
               and  83/100  Dollars  ($40,769.83 = $31,499.71 + $9,270.12) each,
               with the first installment being due and payable thirty (30) days
               after  the  Closing  Date, with subsequent installments being due
               and  payable  on  the  same day of each successive month, through
               August  2008;  and

               (ii)     thereafter  commencing  with  the 25th month through the
               59th  month  in  equal  monthly  installments  of  principal  and
               interest  in  the amount of Nine Thousand Two Hundred Seventy and
               12/100  Dollars  ($9,270.12) each, with the next such installment
               being  due  and payable on the same day of the month in September
               2008,  and  with subsequent installments in like amount being due
               and payable on the same day of each successive month through July
               2011,  with a final payment of Seven Hundred Eighty-Five Thousand
               Three  Hundred  Twenty-One and 04/100 Dollars ($785,321.04) being
               due  and  payable  thirty  (30)  days  thereafter being the final
               maturity  of the Long Term Note, when the entire unpaid principal
               balance,  whether  the  same  or  different from the above stated
               balance, and all unpaid accrued interest owing, together with all
               other  charges,  if  any,  will  be  due  and  payable  in  full.

          The  Long Term Note shall be secured by the Real Property secured by a
          lien  on  the  Real Property inferior only to the existing lien on the
          Promissory  Note  and the lien to be granted to SK&BB under the Bridge
          Note,  as  well  as  all of the capital stock of the Buyer, all of the
          Membership  Interest and Partnership Interest, and a security interest
          in  the  assets  of  the  Business."

     4.   Amendment  of  Sections3.1(b)  of  the Purchase Agreement: The parties
          ----------------------------------------------------------
hereby amend Section 3.1(b) of the Purchase Agreement in its entirety to read as
follows:

     "(b) The  authorized  Membership  Interests  of the Company consists of 50%
          Membership  Interest  owned  by  Behzad  Bahrami  and  50%  Membership
          Interest  owned by Spiridon Karamalegos which membership interests are
          validly  issued and outstanding. There is no other class of membership
          interests  authorized  or issued by the Company. All of the issued and
          outstanding  Membership  Interests of the Company are owned by Members
          and  are  fully  paid  and  non-assessable.  None  of  the  Membership
          Interests  issued  are  in  violation  of  any  preemptive rights. The
          Company  does  not  have  any  obligation to repurchase, reacquire, or
          redeem  any  of  its  outstanding  Membership  Interests. There are no
          outstanding  securities  convertible  into  or evidencing the right to
          purchase  or  subscribe  for  any membership interests of the Company,
          there  are  no  outstanding  or  authorized  options, warrants, calls,
          subscriptions,  rights,  commitments  or  any  other agreements of any
          character  obligating the Company to issue any membership interests or
          any securities convertible into or evidencing the right to purchase or
          subscribe for any membership interests, and there are no agreements or
          understandings  with  respect  to  the  voting,  sale,  transfer  or
          registration  of  any  membership  interests  of  the  Company."


                      Amended Purchase Agreement - Page 2
<PAGE>
     5.   Amendment  to  Section  2.1  of  the  Purchase  Agreement: The parties
          ---------------------------------------------------------
hereto  amend  Section  2.1 of the Purchase Agreement in its entirety to read as
follows:

          "Section  2.1     The  Closing.  The  closing  of  the  transactions
                            ------------
     provided  for  in  this  Agreement shall take place on or before August 25,
     2006  (the  "Closing Date"), or at such other time and place as agreed upon
     among  the  parties  hereto (the "Closing"). The closing of the transaction
     between  RCI  and SK&BB for the acquisition of the Real Property shall take
     place  at  Chicago  Title  Company,  Austin,  Texas."

     6.   This  Amendment  shall  be  of  no  force and effect until receipt and
execution  of  this Amendment by all parties.  This Amendment may be executed in
counterparts,  each of which shall be deemed an original, but all of which shall
be  deemed one instrument, by facsimile signature of any of the parties, each of
which  shall  be  deemed  an  original  for  all  purposes.

     7.   Except  as  expressly  amended  hereby, the Purchase Agreement remains
in  full force and effect.  Any references to the Purchase Agreement shall refer
to  the  Agreement  as  amended  hereby.



                   [SIGNATURES APPEAR ON THE FOLLOWING PAGE.]


                      Amended Purchase Agreement - Page 3
<PAGE>
     IN  WITNESS  WHEREOF,  the  undersigned have executed this Amended Purchase
Agreement to become effective as of the date first set forth above.

                              RCI DEBIT SERVICES, INC.

                               /S/
                              -------------------------------------------
                              By: Eric Langan, President
                              Date:
                                   -----------------------------------

                              SPIROS  PARTNERS,  LTD.

                               /S/
                              -------------------------------------------
                              By:                  ,
                                   ----------------   ----------------
                              Date:
                                   -----------------------------------

                              NEW  SPIROS,  LLC

                               /S/
                              -------------------------------------------
                              By:                  ,
                                   ----------------   ----------------
                              Date:
                                   -----------------------------------

                               /S/
                              -------------------------------------------
                              SPIRIDON KARAMALEGOS, Individually
                              Date:
                                   -----------------------------------

                               /S/
                              -------------------------------------------
                              BEHZAD BAHRAMI, Individually
                              Date:
                                   -----------------------------------

                               /S/
                              -------------------------------------------
                              SHAHRZAD BAHRAMI, Individually
                              Date:
                                   -----------------------------------

                               /S/
                              -------------------------------------------
                              ANTONIOS A. PETROPOULOS, Individually
                              Date:
                                   -----------------------------------

                               /S/
                              -------------------------------------------
                              NICOLAS KARAOLIS, Individually
                              Date:
                                   -----------------------------------

                               /S/
                              -------------------------------------------
                              JESSE G. CANDELAS, Individually
                              Date:
                                   -----------------------------------

                               /S/
                              -------------------------------------------
                              ELEFTHERIOS KARAMALEGOS, Individually
                              Date:
                                   -----------------------------------


                      Amended Purchase Agreement - Page 4