PURCHASE AGREEMENT
                               ------------------

     This Purchase Agreement (the "Agreement") is made and entered into this 4th
day  of  August,  2006,  by  and  among  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"  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"

     WHEREAS,  the  Partnership  owns  an  adult  entertainment cabaret known as
"Centerfolds"  (the  "Business"),  located at 5418 Brewster Street, San Antonio,
Texas  78233  (the  "Real  Property");  and

     WHEREAS, the Company is the General Partner of the Partnership; and

     WHEREAS  the  Members  desire  to  sell  to  Buyer  all of their Membership
Interest  in the Company (the "Membership Interest") on the terms and conditions
set  forth  herein;  and

     WHEREAS,  the  Buyer  desires  to purchase the Membership Interest from the
Members  on  the  terms  and  conditions  set  forth  herein;  and

     WHEREAS,  the  Limited  Partners listed on Exhibit "A" desire to sell their
limited  partnership interests in the Partnership (the "Partnership Interest) to
the  Buyer  on  the  terms  and  conditions  set  forth  herein  ;  and

     WHEREAS, Bahrami desires to retain 1% of his Partnership Interest; and

     WHEREAS,  the  Buyer  desires to purchase the Partnership Interest from the
Limited  Partners  on  the  terms  and  conditions  set  forth  herein;  and

     WHEREAS,  SK&BB  Holdings,  L.P., a Texas limited partnership ("SK&BB"), an
affiliate  of  the  Company and the Partnership, owns the Real Property on which
the  Business  is  located;  and

     WHEREAS,  simultaneously  with  the  sale of the Membership Interest by the
Members  and  the  Partnership  Interest  by  the Limited Partners to the Buyer,
SK&BB  desires  to  sell  the  Real  Property  to  RCI  Holdings,  Inc., a Texas
corporation  ("RCI"),  an  affiliate  of  Buyer;  and

     WHEREAS,  RCI  desires  to  purchase  the  Real  Property  from  SK&BB
simultaneously  with  the sale of the Membership Interest by the Members and the
Partnership  Interest  by  the  Limited  Partners  to  the  Buyer.

     NOW,  THEREFORE, in consideration of the premises, the mutual covenants and
agreements  and  the respective representations and warranties herein contained,
and  on  the  terms  and subject to the conditions herein set forth, the parties
hereto,  intending  to  be  legally  bound,  hereby  agree  as  follows:


<PAGE>
                                    ARTICLE I
                                PURCHASE AND SALE

     Section  1.1     Sale of the Membership Interest.  Subject to the terms and
                      -------------------------------
conditions  set forth in this Agreement, at the Closing (as hereinafter defined)
the  Members  hereby  agree  to  sell, transfer, convey and deliver to Buyer the
Membership  Interest  as  set  forth  in  Exhibit  "A",  free  and  clear of all
encumbrances,  and  shall  deliver  to  Buyer  certificates  representing  the
Membership  Interest,  duly  endorsed  to  Buyer or accompanied by duly executed
stock  powers  in  form  and  substance  satisfactory  to  Buyer.

     Section 1.2     Sale of the Partnership Interest.  Subject to the terms and
                     --------------------------------
conditions  set forth in this Agreement, at the Closing (as hereinafter defined)
the Limited Partners hereby agree to sell, transfer, convey and deliver to Buyer
the  Partnership  Interest  as  set  forth in Exhibit "A", free and clear of all
encumbrances,  and  shall  deliver  to  Buyer  certificates  representing  the
Partnership  Interest,  duly  endorsed  to Buyer or accompanied by duly executed
stock  powers  in  form  and  substance  satisfactory  to  Buyer.

     Section  1.3     Related Transaction.  Simultaneously with the purchase and
                      -------------------
sale  of  the  Membership  Interest and the Partnership Interest, on the Closing
Date,  RCI shall acquire from SK&BB the Real Property upon which the Business is
located  at  5418  Brewster  Street,  San  Antonio,  Texas  78233, including all
improvements  thereon.  RCI  shall  pay  to  SK&BB  the  total  consideration of
$750,000  (the  "Real  Property  Purchase  Price"),  which  shall  be payable as
follows:

     (a)  $150,000 cash paid at the time of Closing; and

     (b)  Buyer  shall assume or refinance the existing $600,000 Promissory Note
          owed  by  the  Partnership which is due on or about September 30, 2006
          (the  "Promissory  Note").

     (c)  To the extent the holder of the Promissory Note requires a pre-payment
          as  a  condition  to allowing Buyer to assume the Promissory Note, and
          said  prepayment  is  paid,  in  whole  or  in  part,  by the Company,
          Partnership,  or  SK & BB, RCI shall execute a promissory note payable
          to  SK&BB in the principal amount equal to said pre-payment, at the at
          the  rate  of  12%  per  annum (the "Bridge Note") payable as follows:

          (i)  interest  only  for  months  one  (1)  through (5) with the first
               payment  being  due  thirty (30) days after the Closing Date; and

          (ii) A final lump sum payment for the remaining balance of said Bridge
               Note  due  one  hundred eighty (180) days after the Closing Date.

          The  Bridge  Note  shall  be  secured  by  a lien on the Real Property
          inferior  only to the existing lien on the Promissory 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.


                          Purchase Agreement - Page 2
<PAGE>
     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 two (2) year Promissory Note in the principal
          amount of $700,000 bearing simple interest at a rate of 7.5% per annum
          (the  "Short  Term Note") payable in arrears in twenty-four (24) equal
          monthly  payments  of  principal  and interest of $31,499.71, with the
          first  payment being due thirty (30) days after the Closing Date until
          paid in full. All payments shall be credited first to accrued interest
          and  thereafter  to principal. The Short 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 Buyer, all of the Membership Interest and Partnership Interest, and
          a  security  interest  in  the  assets  of  the  Business.

     (c)  Buyer  shall  execute a five (5) year Promissory Note in the principal
          amount  of  $1,000,000 bearing simple interest at the rate of 7.5% per
          annum  (the  "Long  Term  Note")  payable  in  arrears  as  follows:

          (i)  Fifty-nine (59) equal monthly payments of $9,270.12 consisting of
               principal  and  interest  (based  upon  a  fifteen  (15)  year
               amortization),  with the first payment being due thirty (30) days
               after  the  Closing  Date;  and

          (ii) A final lump sum payment for the remaining balance of $785,321.04
               due  thirty  (30) days after the final monthly payment date which
               will  be  the  60th  month  after  the  Closing  Date.

All  payments  shall  be  credited  first  to accrued interest and thereafter to
principal.   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.

                                   ARTICLE II
                                    CLOSING

     Section  2.1     The Closing.  The closing of the transactions provided for
                      -----------
in  this  Agreement shall take place on or before August 15,  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.


                          Purchase Agreement - Page 3
<PAGE>
     Section  2.2     Actions  at  the  Closing.  At  the  Closing:
                      -------------------------

     (a)  the Buyer shall deliver to the Company and the Partnership the various
          certificates,  instruments  and documents (and shall take the required
          actions)  referred  to  in  Article  VIII  below;

     (b)  the Company and the Partnership shall deliver to the Buyer the various
          certificates,  instruments  and documents (and shall take the required
          actions)  referred  to  in  Article  VIII  below;

     (c)  the Sellers  shall  deliver  or  cause  to  be  delivered  to  Buyer
          originally issued certificates representing the Membership Interest of
          the  Company  or  the  Partnership  Interest  of  the  Partnership, as
          appropriate, duly endorsed over to the Buyer in a form satisfactory to
          the  Buyer;

     (d)  RCI shall pay $150,000 cash as set forth in Section 1.3;

     (e)  the Buyer shall pay $450,000 cash as set forth in Section 1.4;

     (f)  the  Buyer  and  RCI  shall  execute  the  Bridge Note as set forth in
          Section  1.3,  and the Buyer shall execute the Short Term Note and the
          Long  Term  Note  as  set  forth  in  Section  1.4;

     (g)  the  Buyer  shall assume or refinance the Promissory Note as set forth
          in  Section  1.3;

     (h)  the  Buyer and, as applicable, RCI, shall execute appropriate security
          instruments,  including  a  deed  of trust, to secure the Bridge Note,
          Long  Term  Note, and Short Term note by the Real Property, all of the
          capital  stock  of  the  Buyer,  all  of  the  Membership Interest and
          Partnership  Interest,  and  the  assets  of  the  Business.

     (i)  the Related Transaction in Section 1.3 shall be consummated.


                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                  OF THE COMPANY, THE PARTNERSHIP AND BAHRAMI

     The  Company,  the Partnership and Bahrami (but not Spiridon Karamalegos or
any  of  the  Limited  Partners),  jointly  and  severally, hereby represent and
warrant  to  the  Buyer  as  follows:

     Section  3.1.     Organization,  Good  Standing  and  Qualification.
                       --------------------------------------------------

     (a)  The  Company  and  the  Partnership  (i)  are entities duly organized,
          validly  existing  and in good standing under the laws of the state of
          Texas, (ii) have all requisite power and authority to own, operate and
          lease  their  properties and to carry on their business, and (iii) are
          duly  qualified  to  transact  business and is in good standing in all
          jurisdictions


                          Purchase Agreement - Page 4
<PAGE>
          where  their  ownership, lease or operation of property or the conduct
          of  their  business  requires  such  qualification,  except  where the
          failure  to  do so would not have a material adverse effect to Company
          or  the  Partnership,  respectively.

     (b)  The  authorized  capital  of  the  Company consists of ______ units of
          membership  interest of which _______ units of membership interest are
          validly  issued  and  outstanding.  There is no other class of capital
          authorized or issued by the Company. All of the issued and outstanding
          units  of  Membership Interest of the Company are owned by Members and
          are  fully  paid  and  non-assessable. None of the units of Membership
          Interest issued are in violation of any preemptive rights. The Company
          does  not  have any obligation to repurchase, reacquire, or redeem any
          of  its  outstanding  units  of  membership  interests.  There  are no
          outstanding  securities  convertible  into  or evidencing the right to
          purchase  or  subscribe  for  any units of 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 units of membership
          interests  or  any securities convertible into or evidencing the right
          to  purchase  or  subscribe for any units of membership interests, and
          there  are no agreements or understandings with respect to the voting,
          sale,  transfer or registration of any units of membership interest of
          the  Company.

     (c)  The Partnership is comprised of the Limited Partners listed on Exhibit
          "A" who own all of the Partnership Interest. The Partnership Interests
          are validly issued and outstanding. There is no other class of capital
          authorized  or  issued  by  the  Partnership.  All  of  the issued and
          outstanding  Partnership  Interests  of  the  Partnership are owned by
          Limited  Partners  and  are fully paid and non-assessable. None of the
          Partnership  Interests  issued  are  in  violation  of  any preemptive
          rights.  The  Partnership  does not have any obligation to repurchase,
          reacquire,  or  redeem  any  of its outstanding Partnership Interests.
          There are no outstanding securities convertible into or evidencing the
          right  to  purchase  or subscribe for any partnership interests of the
          Partnership, there are no outstanding or authorized options, warrants,
          calls,  subscriptions,  rights, commitments or any other agreements of
          any  character  obligating  the  Partnership  to issue any partnership
          interests  or  any securities convertible into or evidencing the right
          to  purchase or subscribe for any partnership interests, and there are
          no  agreements  or  understandings  with  respect to the voting, sale,
          transfer  or  registration  of  any  partnership  interests  of  the
          Partnership.

     Section  3.2     Authorization.  The  Company  and the Partnership have all
                      -------------
requisite  power  and  authority  to  execute  and deliver this Agreement and to
perform  their  obligations  hereunder  and  to  consummate  the  transactions
contemplated  hereby.  All  action  on  the  part of Company and the Partnership
necessary  for  the  authorization,  execution, delivery and performance of this
Agreement  and all documents related to consummate the transactions contemplated
herein have been taken or will be taken prior to the Closing Date by the Company
and  the  Partnership.  This  Agreement,  when  duly  executed  and delivered in
accordance  with its terms, will constitute legal, valid and binding obligations
of  the  Company and the Partnership enforceable against them in accordance with
its


                          Purchase Agreement - Page 5
<PAGE>
terms,  except  as  may be limited by bankruptcy, insolvency, reorganization and
other  similar laws of general application affecting creditors' rights generally
or  by  general  equitable  principles.

     Bahrami  represents  that he is a person of full age of majority, with full
power,  capacity,  and  authority  to  enter into this Agreement and perform the
obligations contemplated hereby by and for himself and his spouse. All action on
the  part  of  Bahrami  necessary for the authorization, execution, delivery and
performance  of  this  Agreement  by him has been taken, or will be taken by him
prior  to  the Closing Date. This Agreement, when duly executed and delivered in
accordance  with its terms, will constitute legal, valid and binding obligations
of  Bahrami  enforceable against him in accordance with its terms, except as may
be  limited  by bankruptcy, insolvency, reorganization and other similar laws of
general  application  affecting  creditors'  rights  generally  or  by  general
equitable  principles.

     Section  3.3     Consents.  No  consent  of,  approval  by,  order  or
                      --------
authorization  of,  or registration, declaration or filing by the Company or the
Partnership with any court or any governmental or regulatory agency or authority
having jurisdiction over the Company or the Partnership or any of their property
or  assets  is  required  on  the  part of the Company or the Partnership (a) in
connection  with  the  consummation  of  the  transactions  contemplated by this
Agreement  or  (b) as a condition to the legality, validity or enforceability of
this  Agreement  as  against  the  Company  or  the  Partnership,  excluding any
registration, declaration or filing the failure to effect which would not have a
material  adverse  effect  on  the  financial  condition  of  the Company or the
Partnership.  No  further  consent  or  approval  of  any  other  third party is
required  in  connection  with  the  execution, delivery and performance of this
Agreement  by  the  Company  or  the  Partnership.

     Section  3.4     Litigation.  Except  as set forth in Exhibit 3.4, there is
                      ----------
no  claim,  suit,  arbitration,  investigation,  judgment,  action  or  other
proceeding,  whether  judicial,  administrative or otherwise, now pending or, to
the  best of the Company's, the Partnership's or Bahrami's knowledge, threatened
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  a material adverse effect upon the Company, the transfer by the Sellers to
the  Buyer  of  the  Membership  Interest or the Partnership Interest under this
Agreement, or the operation of the Business after the Closing Date, nor is their
any  basis known to the Company, the Partnership or Bahrami for any such action.

     Section  3.5     Taxes.  The  Company  and  the Partnership have timely and
                      -----
accurately  filed  all federal, state, foreign and local tax returns and reports
required to be filed prior to such dates and have timely paid all taxes shown on
such  returns as owed for the periods of such returns, including all sales taxes
and  withholding  or  other  payroll related taxes shown on such returns and any
taxes required to have been withheld and paid in connection with amounts paid or
owing  to any employee, creditor or independent contractor.  The Company and the
Partnership  have 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
are  not  delinquent  in  the  payment  of any tax or governmental charge of any
nature.  No  assessments  or  notices of deficiency or other communications have
been received by the Partnership, the Company or Bahrami 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.  None of the Company, the Partnership or Bahrami has
any  knowledge  of  any  actions  by  any  taxing  authority  in connection with
assessing  additional  taxes


                          Purchase Agreement - Page 6
<PAGE>
against  or  in  respect of any past period. There are no agreements between the
Company and/or the Partnership and any taxing authority waiving or extending any
statute  of  limitations  with  respect  to  any  tax  return.

     Section  3.6     Financial  Statements.  The Company has delivered to Buyer
                      ---------------------
the  unaudited  balance sheets of the Company and the Partnership, together with
the  related  unaudited  statements  of income, (collectively referred to as the
"Financial Statements"). Such Financial Statements, including the related notes,
are  in accordance with the books and records of the Company and the Partnership
and fairly represent the financial positions of the Company and the Partnership,
respectively, and the results of operations and changes in financial position of
the  Company  and the Partnership as of the dates and for the periods indicated,
in each case in conformity with generally accepted accounting principles applied
on  a  consistent  basis.  Except  as,  and  to the extent reflected or reserved
against  in the Financial Statements, the Company and the Partnership, as of the
dates  of  the Financial Statements, have no material liability or obligation of
any  nature,  whether  absolute,  accrued,  contingent  or  otherwise, not fully
reflected  or  reserved  against in the Financial Statements.  As of the Closing
Date,  the  Company,  the  Partnership  and Bahrami represent there have been no
adverse  changes  in  the  financial  condition  or  other operations, business,
properties or assets of the Company, the Partnership or the Business.

     Section  3.7     Labor Matters.  Neither the Company nor the Partnership is
                      -------------
a  party  or  otherwise  subject to any collective bargaining agreement with any
labor  union or association.  Neither the Company nor the Partnership is a party
to  any  written or oral contract, agreement or understanding for the employment
of  any  officer, director or employee.  Neither the Company nor the Partnership
is  a  party  to  any employee benefits plans (as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended) or any other fringe
or  employee  benefits  plan,  programs  or  arrangements.

     Section  3.8     Compliance  with  Laws;  Permits.  The  Company  and  the
                      --------------------------------
Partnership  are,  and  at  all  times  prior  to  the  date hereof have been in
compliance  with  all  statutes,  orders,  rules,  ordinances  and  regulations
applicable  to  it  or  to  the  operation of the Business or ownership of their
assets  or  the  operation  of their businesses. The Company and the Partnership
own,  hold,  possess  or  lawfully  use  in  the operation of their business all
permits  and  licenses which are in any manner necessary for them to conduct the
Business  as  now  or  previously  conducted.

     Section 3.9     No Conflicts.  The execution and delivery of this Agreement
                     ------------
by  the  Partnership  and  the  Company  does  not,  and  the  performance  and
consummation  of the transactions contemplated hereby by the Partnership and the
Company,  will not (i) conflict with the articles of organization or regulations
or partnership agreement of the Company or the Partnership, as appropriate; (ii)
conflict  with  or result in a breach or violation of, or default under, or give
rise  to  any  right  of  acceleration  or  termination  of,  any  of the terms,
conditions  or  provisions of any note, bond, lease, license, agreement or other
instrument  or  obligation to which the Partnership or the Company is a party or
by  which  the  Partnership's or Company's assets or properties are bound (other
than  the  Promissory  Note); (iii) result in the creation of any encumbrance on
any of the assets or properties of the Partnership or the Company; including the
Business  or  (iv)  violate any law, rule, regulation or order applicable to the
Partnership  or  Company  or  any  of  the  Partnership's or Company's assets or
properties,  including  the  Business.


                          Purchase Agreement - Page 7
<PAGE>
     Section  3.10     Title  to  Properties; Encumbrances.  The Company and the
                       -----------------------------------
Partnership  have  good and marketable title to all of the personal property and
assets  that  are  used  in  the  Business  that  are  material to the condition
(financial  or  otherwise), business, operations or prospects of the Partnership
and  the  Company,  free  and  clear  of  all mortgages, claims, liens, security
interests,  charges, leases, encumbrances and other restrictions of any kind and
nature,  except  (i) as disclosed in the Financial Statements of the Company and
the  Partnership,  (ii)  any and all intellectual property rights of the Company
and  the  Partnership,  including  but  not  limited  to any and all copyrights,
trademarks,  tradenames,  trade secrets, servicemarks, slogans, logos, corporate
or  partnership names (and any existing or possible combination or derivation of
any or all of the same) associated with or used in connection with the operation
or  business  of  the  Business,  which  may  have  been  previously used by the
Partnership  or the Company,  (iii) statutory liens not yet delinquent, and (iv)
such  liens  consisting  of  zoning  or  planning restrictions, imperfections of
title,  easements,  pledges,  charges  and  encumbrances,  if  any,  as  do  not
materially  detract  from the value or materially interfere with the present use
of  any of the property or assets subject thereto or affected thereby, including
the  Business.

     Section  3.11     No  Pending  Transactions.  Except  for  the transactions
                       -------------------------
contemplated  by  this  Agreement  and  the  Related Transaction contemplated in
Section  1.3  herein,  neither  the Company nor the Partnership is a party to or
bound by or the subject of any agreement, undertaking, commitment or discussions
or  negotiations  with  any  person  that could result in: (i) the sale, merger,
consolidation  or  recapitalization  of the Company or the Partnership; (ii) the
sale  of  any  of  the  assets  of the Company, the Partnership or the Business,
except  in  the  ordinary  course of business; (iii) the sale of any outstanding
capital  of the Company or the Partnership Interest of the Partnership; (iv) the
acquisition  by  the  Partnership,  the Company or the Business of any operating
business  or the capital stock of any other person or entity; (iv) the borrowing
of  money  or (v) any agreement with any of the respective officers, managers or
affiliates  of  the  Partnership  or  the  Company.

     Section  3.12     Contracts  and  Leases.  Except  as  set forth in Exhibit
                       ----------------------
3.12,  neither  the  Partnership  nor the Company (i) has any leases of personal
property  relating  to  the assets of the Partnership or the Company, whether as
lessor  or lessee; (ii) has any contractual or other obligations relating to the
assets of the Partnership or the Company, whether written or oral; and (iii) has
not  given  any  power of attorney to any person or organization for any purpose
relating  to  the  assets  of  the  Partnership  or  the Company.  Other than as
contemplated  by  this  Agreement, as of the Closing Date, there will not be any
lease  agreements  for  the  Real  Property  where the Business is located.  The
Company  and  the  Partnership  have  provided  Buyer  access  to each and every
contract,  lease or other document relating to the assets of the Partnership and
the  Company  to which they are subject or are a party or a beneficiary.  To the
Company's  and  the  Partnership's  knowledge,  such  contracts, leases or other
documents  are  valid  and in full force and effect according to their terms and
constitute  legal,  valid  and binding obligations of the Partnership and/or the
Company,  and  the  other  respective  parties  thereto  and  are enforceable in
accordance  with  their  terms.  Neither  the  Partnership  nor  the Company has
knowledge  of  any  default  or  breach  under  such  contracts, leases or other
documents  or  of  any  pending  or  threatened claims under any such contracts,
leases  or  other  documents.

     Section  3.13     No  Default.  Neither  the Company nor the Partnership is
                       -----------
(a)  in  violation of any provision of its articles of organization, regulations
or  partnership  agreement  or  (b)  in  default  under


                          Purchase Agreement - Page 8
<PAGE>
any  term  or  condition  of any instrument evidencing, creating or securing any
indebtedness of the Partnership, the Company or the Business, and there has been
no  default  in  any material obligation to be performed by the Partnership, the
Company  or  the Business 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  the  Partnership or the Company waived any material right
under any such contract, lease, agreement, commitment or undertaking.

     Section  3.14     Books  and  Records.  The books of account, minute books,
                       -------------------
membership  interest  record  books  and  other  records of the Partnership, the
Company  and  the Business are accurate and complete and have been maintained in
accordance  with  sound  business  practices and will be located at the premises
where  the  Business  is  operated  upon  Closing.

     Section  3.15     Insurance Policies.  Copies  of  all  insurance  policies
                       ------------------
maintained  by  the Partnership and the Company relating to the operation of the
Business  have  been  delivered  or  made  available  to Buyer.  The policies of
insurance  held  by  the  Partnership  and  the Company are in such amounts, and
insure  against  such  losses  and  risks,  as  the  Partnership and the Company
reasonably  deem  appropriate  for  their 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.

     Section 3.16     Pending Claims.  Except as set forth in Exhibit 3.4, there
                      --------------
is  no  claim,  suit,  arbitration,  investigation,  action or other proceeding,
whether  judicial,  administrative  or otherwise, now pending or, to the best of
the  Companys',  the Partnership's or Bahrami's knowledge, threatened 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  Company,  the Partnership or the Business or the transfer of the Membership
Interest  or  the  Partnership  Interest  by  the  Sellers  to  Buyer under this
Agreement,  nor  is  there  any  basis  known to the Company, the Partnership or
Bahrami  for  any  such action.  No litigation is pending, or, to the Companys',
the  Partnership's  or  Bahrami's knowledge, threatened against the Company, the
Partnership  or  the  Business,  or  their  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 thereby or hereby.  None of the Company, the Partnership or Bahrami
is  subject  to  any  judicial  injunction  or  mandate or any quasi-judicial or
administrative  order  or restriction directed to or against them or which would
affect  the  Company or the Business, or the Membership Interest and Partnership
Interest  to  be  transferred  under  this  Agreement.

     Section  3.17     No  Liabilities.  As  of  the  Closing  Date, neither the
                       ---------------
Company  nor  the Partnership shall have any obligation or liability (contingent
or  otherwise)  to  any  third  party.

     Section  3.18     Brokerage  Commission.  No broker or finder has acted for
                       ---------------------
the  Company  or  the  Partnership  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 Company or the
Partnership.


                          Purchase Agreement - Page 9
<PAGE>
     Section  3.19     Environmental.  Neither  the  Company nor the Partnership
                       -------------
has  received any citation, directive, letter or other communication, written or
oral,  or  any  notice  of  any  proceeding,  claim  or  lawsuit relating to any
environmental  issue arising out of the ownership or occupation of the Business,
nor  is their any basis known to the Company, the Partnership or Bahrami for any
such  action.

     Section 3.20     Banks and Brokerage Accounts.  Exhibit 3.21 sets forth (a)
                      ----------------------------
a  true  and  complete  list  of  the  names  and  locations of all banks, trust
companies,  securities  brokers  and  other  financial institutions at which the
Partnership  or  the  Company  has an account or safe deposit box or maintains a
banking,  custodial,  trading  or other similar relationship, and (b) a true and
complete  list  and  description  of  each  such  account, box and relationship,
indicating  in  each  case  the  account  number and the names of the respective
officers,  employees, agents or other similar representatives of the Partnership
or the Company having signatory power with respect thereto.

     Section  3.21      Disclosure.  No  representation  or  warranty  of  the
                        ----------
Company,  the  Partnership or Bahrami contained in this Agreement (including the
exhibits  hereto)  contains any untrue statement  of a material fact or omits to
state a material fact necessary in order to make the statements contained herein
or  therein,  in  light  of  the  circumstances  under which they were made, not
misleading.


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                                 OF THE MEMBERS

     Each  of the Members, severally and not jointly, hereby makes the following
representations  and  warranties  to  the  Buyer,  which  representations  and
warranties  shall  be  true  and correct on the date hereof and on and as of the
Closing  Date:

     Section  4.1     Ownership of the Membership Interest.  Each of the Members
                      ------------------------------------
owns,  beneficially  and of record, the Membership Interest as listed on Exhibit
"A"  free  and clear of any liens, claims, equities, charges, options, rights of
first  refusal, or encumbrances.  Each of the Members has the unrestricted right
and  power  to  transfer,  convey  and  deliver full ownership of the Membership
Interest  without  the  consent or agreement of any other person and without any
designation,  declaration  or  filing with any governmental authority.  Upon the
transfer  of the Membership Interest to Buyer as contemplated herein, Buyer will
receive  good  and  valid  title  thereto,  free and clear of any liens, claims,
equities,  charges,  options,  rights  of  first  refusal, encumbrances or other
restrictions  (except  those  imposed  by  applicable  securities  laws).

     Section  4.2     Authorization.  Each Member represents that he is a person
                      -------------
of  full age of majority, with full power, capacity, and authority to enter into
this  Agreement  and  perform  the  obligations  contemplated  hereby by and for
himself  and his spouse.  All action on the part of the Member necessary for the
authorization,  execution, delivery and performance of this Agreement by him has
been  taken, or will be taken by him prior to the Closing Date.  This Agreement,
when  duly  executed and delivered in accordance with its terms, will constitute
legal,  valid  and  binding obligations of the Member enforceable against him in
accordance  with  its  terms,  except  as  may  be


                          Purchase Agreement - Page 10
<PAGE>
limited  by  bankruptcy,  insolvency,  reorganization  and other similar laws of
general  application  affecting  creditors'  rights  generally  or  by  general
equitable  principles.

     Section  4.3     Consents.  No  consent,  approval  or authorization of, or
                      --------
designation,  declaration or filing with, any other person or entity (other than
governmental  entities) is required on the part of the Member in connection with
the  execution  and delivery by the Member of this Agreement or the consummation
and  performance  of  the  transactions  contemplated  hereby

     Section  4.4     No  Solicitation  or Pending Transactions.  Except for the
                      -----------------------------------------
transactions  contemplated  by  this  Agreement, the Member is not a party to or
bound by or the subject of any agreement, undertaking, commitment or discussions
or  negotiations  with  any  person  that could result in the sale of any of the
Membership  Interests. Each Member agrees that from the date of his execution of
this  Agreement until the Closing Date, he will not offer to sell or solicit any
offer  to  purchase  or  engage  in  any discussions or activities of any nature
whatsoever,  directly  or  indirectly,  involving  in  any  manner the actual or
potential  sale,  transfer,  encumbrance,  pledge,  collateralization  or
hypothecation  of  the  Membership  Interest,  or any assets of the Company, the
Partnership  or  the  Business. Each Member hereby agrees to advise Buyer of any
contact  from  any  third  party  regarding  the  acquisition  of the Membership
Interest or other investment in the Company, the Partnership or the Business, or
of  any  contact  which  would  relate  to the transactions contemplated by this
Agreement.

     Section  4.5      Disclosure.  No  representation or warranty of the Member
                       ----------
contained in this Article IV contains any untrue statement of a material fact or
omits  to  state  a  material  fact  necessary  in  order to make the statements
contained  herein  in light of the circumstances under which they were made, not
misleading.

     Section  4.6     Consent  to Sell Interest.  Each Member by their execution
                      -------------------------
of  this  Agreement  hereby  give their written consent to all other Members and
Limited  Partners  to  sell, transfer and convey their ownership interest in the
Company  or  Partnership,  respectively,  to  the  Buyer.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES
                            OF THE LIMITED PARTNERS

     Each  of  the Limited Partners, severally and not jointly, hereby makes the
following representations and warranties to the Buyer, which representations and
warranties  shall  be  true  and correct on the date hereof and on and as of the
Closing  Date:

     Section 5.1     Ownership of the Partnership Interest.  Each of the Limited
                     -------------------------------------
Partners owns, beneficially and of record, the Partnership Interest as listed on
Exhibit  "A"  free  and  clear of any liens, claims, equities, charges, options,
rights  of  first refusal, or encumbrances. Each of the Limited Partners has the
unrestricted  right  and power to transfer, convey and deliver full ownership of
the  Partnership  Interest  without the consent or agreement of any other person
and  without  any  designation,  declaration  or  filing  with  any governmental
authority.  Upon  the  transfer  of  the  Partnership  Interest  to  Buyer  as
contemplated  herein,  Buyer  will  receive  good  and  valid  title  thereto,


                          Purchase Agreement - Page 11
<PAGE>
free and clear of any liens, claims, equities, charges, options, rights of first
refusal,  encumbrances or other restrictions (except those imposed by applicable
securities  laws).

     Section  5.2     Authorization.  Each Limited Partner represents that he is
                      -------------
a  person  of  full age of majority, with full power, capacity, and authority to
enter into this Agreement and perform the obligations contemplated hereby by and
for  himself  and  his  spouse.  All  action on the part of the Limited Partners
necessary  for  the  authorization,  execution, delivery and performance of this
Agreement  by  him  has been taken, or will be taken by him prior to the Closing
Date.  This  Agreement,  when duly executed and delivered in accordance with its
terms,  will  constitute  legal,  valid  and  binding obligations of the Limited
Partner  enforceable  against him in accordance with its terms, except as may be
limited  by  bankruptcy,  insolvency,  reorganization  and other similar laws of
general  application  affecting  creditors'  rights  generally  or  by  general
equitable  principles.

     Section  5.3     Consents.  No  consent,  approval  or authorization of, or
                      --------
designation,  declaration or filing with, any other person or entity (other than
governmental  entities)  is  required  on  the  part  of  the Limited Partner in
connection  with  the  execution  and  delivery  by  the Limited Partner of this
Agreement  or  the consummation and performance of the transactions contemplated
hereby.

     Section  5.4     No  Solicitation  or Pending Transactions.  Except for the
                      -----------------------------------------
transactions  contemplated by this Agreement, the Limited Partner is not a party
to  or  bound  by  or  the  subject of any agreement, undertaking, commitment or
discussions or negotiations with any person that could result in the sale of any
of the Partnership Interest.  Each Limited Partner agrees that, from the date of
his  execution  of  this  Agreement until the Closing Date, he will not offer to
sell or solicit any offer to purchase or engage in any discussions or activities
of  any  nature  whatsoever, directly or indirectly, involving in any manner the
actual  or  potential  sale, transfer, encumbrance, pledge, collateralization or
hypothecation  of  the  Partnership  Interest, or any assets of the Company, the
Partnership or the Business.  Each Limited Partner hereby agrees to advise Buyer
of any contact from any third party regarding the acquisition of the Partnership
Interest or other investment in the Company, the Partnership or the Business, or
of  any  contact  which  would  relate  to the transactions contemplated by this
Agreement.

     Section  5.5      Disclosure.  No representation or warranty of the Limited
                       ----------
Partner  contained in this Article V contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained  herein  in light of the circumstances under which they were made, not
misleading.

     Section 5.6     Consent to Sell Interest.  Each  Limited  Partner  by their
                     ------------------------
execution  of  this  Agreement  hereby  give  their written consent to all other
Members  and  Limited  Partners  to  sell,  transfer  and convey their ownership
interest in the Company or Partnership, respectively, to the Buyer.


                          Purchase Agreement - Page 12
<PAGE>
                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES
                                  OF THE BUYER

     Buyer  hereby represents and warrants to the Company and the Partnership as
follows:

     Section  6.1     Organization,  Good Standing and Qualification.  Buyer (i)
                      -----------------------------------------------
is  an  entity  duly  organized, validly existing and in good standing under the
laws  of the state of Texas, (ii) has all requisite power and authority to carry
on its business, and (iii) is duly qualified to transact business and is in good
standing  in  all  jurisdictions  where  its  ownership,  lease  or operation of
property  or  the  conduct  of  its business requires such qualification, except
where the failure to do so would not have a material adverse effect to Buyer.

     Section  6.2     Authorization.  Buyer  is  a corporation duly organized in
                      -------------
the  state  of  Texas  and has full power, capacity, and authority to enter into
this  Agreement  and perform the obligations contemplated hereby.  All action on
the  part  of  Buyer  necessary  for  the authorization, execution, delivery and
performance of this Agreement by it has been taken or will be taken prior to the
Closing  Date.  This  Agreement,  when duly executed and delivered in accordance
with  its  terms, will constitute legal, valid, and binding obligations of Buyer
enforceable against Buyer in accordance with its terms, except as may be limited
by  bankruptcy,  insolvency,  and other similar laws affecting creditors' rights
generally  or  by  general  equitable  principles.

     Section  6.3     Consents.  No  permit,  consent, approval or authorization
                      --------
of,  or  designation,  declaration or filing with, any governmental authority or
any  other  person or entity is required on the part of Buyer in connection with
the  execution  and  delivery by Buyer of this Agreement or the consummation and
performance  of  the  transactions  contemplated  hereby  other  than  as may be
required  under  the  federal  securities  laws.

     Section  6.4     Litigation.  There  is  no  claim,  suit,  arbitration,
                      ----------
investigation,  judgment,  action  or  other  proceeding,  whether  judicial,
administrative  or  otherwise, now pending or, to the best of Buyer's knowledge,
threatened  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  a  material  adverse  effect  upon  the  Buyer.

     Section  6.5     Taxes.  The  Buyer  has  timely  and  accurately filed all
                      -----
federal,  state,  foreign and local tax returns and reports required to be filed
prior to such dates and have timely paid all taxes shown on such returns as owed
for  the  periods  of such returns, including all sales taxes and withholding or
other payroll related taxes shown on such returns and any taxes required to have
been withheld and paid in connection with amounts paid or owing to any employee,
creditor  or  independent contractor.  The Buyer 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
tax  or  governmental  charge  of  any  nature.  No  assessments  or  notices of
deficiency  or other communications have been received by the Buyer 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.  The  Buyer


                          Purchase Agreement - Page 13
<PAGE>
does not have any knowledge of any actions by any taxing authority in connection
with  assessing additional taxes against or in respect of any past period. There
are  no  agreements  between  the  Buyer  and  any  taxing  authority waiving or
extending any statute of limitations with respect to any tax return.

     Section  6.6     Compliance  with  Laws; Permits.  The Buyer is, and at all
                      -------------------------------
times  prior  to  the  date  hereof  have been, to the best of its knowledge, in
compliance  with  all  statutes,  orders,  rules,  ordinances  and  regulations
applicable  to it or to the operation of its business or ownership of its assets
or the operation of its businesses, except for failures to be in compliance that
would  not  have  a  material  adverse  effect  on  the  business, properties or
condition (financial or otherwise) of the Buyer.

     Section 6.7     No Conflicts.  The execution and delivery of this Agreement
                     ------------
by  the Buyer does not, and the performance and consummation of the transactions
contemplated  hereby  by  the  Buyer, will not (i) conflict with the articles of
incorporation  or  bylaws of the Buyer; (ii) conflict with or result in a breach
or  violation of, or default under, or give rise to any right of acceleration or
termination  of,  any  of the terms, conditions or provisions of any note, bond,
lease,  license,  agreement or other instrument or obligation to which the Buyer
is  a party or by which the Buyer's assets or properties are bound; (iii) result
in  the  creation  of  any encumbrance on any of the assets or properties of the
Buyer;  or  (iv)  violate  any  law, rule, regulation or order applicable to the
Buyer or any of the Buyer's assets or properties.

     Section  6.8     No  Default.  The  Buyer  is  not  (a) in violation of any
                      -----------
provision of its articles of incorporation or bylaws or (b) in default under any
term  or  condition  of  any  instrument  evidencing,  creating  or securing any
indebtedness  of  the  Buyer,  and  there  has  been  no default in any material
obligation  to  be  performed  by  the  Buyer  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 the Buyer waived any material right
under any such contract, lease, agreement, commitment or undertaking.

     Section  6.9     Pending  Claims.  There  is  no  claim, suit, arbitration,
                      ---------------
investigation,  action  or other proceeding, whether judicial, administrative or
otherwise,  now  pending  or,  to  the best of the Buyer's knowledge, threatened
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  a  material adverse effect upon the Buyer, nor is there any basis known to
the  Buyer  for  any  such  action. No litigation is pending, or, to the Buyer's
knowledge,  threatened against the 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  thereby  or  hereby.  The  Buyer  is  not  subject to any judicial
injunction  or  mandate  or  any  quasi-judicial  or  administrative  order  or
restriction  directed  to  or  against it or which would have a material adverse
affect  on  the  Buyer.

     Section  6.10     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  Buyer.


                          Purchase Agreement - Page 14
<PAGE>
     Section  6.11     Disclosure.  No  representation  or warranty of the Buyer
                       ----------
contained  in this Agreement (including the exhibits hereto) contains any untrue
statement  of  a  material  fact  or omits to state a material fact necessary in
order  to  make  the  statements  contained  herein  or therein, in light of the
circumstances under which they were made, not misleading.


                                  ARTICLE VII
                            COVENANTS OF THE COMPANY
                              AND THE PARTNERSHIP

     Section  7.1     Stand  Still.  To  induce  Buyer  to  proceed  with  this
                      ------------
Agreement,  the Company and the Partnership agree that until the Closing Date or
the termination of this Agreement, neither any representative of the Company nor
any representative of the Partnership will offer to sell or solicit any offer to
purchase  or  engage  in any discussions or activities of any nature whatsoever,
directly  or  indirectly,  involving in any manner the actual or potential sale,
transfer,  encumbrance, pledge, collateralization or hypothecation of any assets
of the Company, the Partnership or the Business. The Company and the Partnership
hereby  agree  to advise the Buyer of any contact from any third party regarding
the  acquisition  or  other  investment  in  the Company, the Partnership or the
Business,  or of any contact which would relate to the transactions contemplated
by  this  Agreement.

     Section  7.2     Access; Due Diligence.  Between the date of this Agreement
                      ---------------------
and  the  Closing  Date, the Company and the Partnership shall (a) provide Buyer
and  their  authorized representatives reasonable access to all plants, offices,
warehouse  and  other  facilities and properties of the Company, the Partnership
and  the  Business, and to the books and records of the Company, the Partnership
and  the  Business;  (b)  permit  the Buyer to make inspections thereof; and (c)
cause the officers and advisors of the Company, the Partnership and the Business
to  furnish  the  Buyer  with  such  financial  and  operating  data  and  other
information  with  respect to the business and properties of the Company and the
Partnership  and  to discuss with the Buyer and their authorized representatives
the  affairs  of  the  Company and the Partnership as the Buyer may from time to
time  reasonably  request.

     Section 7.3     Conduct of Business.  From the date of the execution hereof
                     -------------------
until  the  Closing  Date,  the  Company  and  the Partnership shall operate the
Business in the ordinary course consistent with past practices, and:

     (a)  Neither  the  Company nor the Partnership will authorize, declare, pay
          or  effect any dividend except as is consistent with past practices of
          the  Company  or  Partnership, or liquidation or other distribution in
          respect  of  the  units  of  membership  interest  of  the  Company,
          partnership  interest  of the Partnership, or other equity interest or
          any  direct  or  indirect redemption, purchase or other acquisition of
          any  equity  interest  of  the  Company  or  the  Partnership;

     (b)  Neither the Company nor the Partnership will make any changes in their
          condition  (financial  or otherwise), liabilities, assets, or business
          or  in  any  of  their business relationships, including relationships
          with  suppliers or customers, that, when considered individually or in
          the aggregate, might reasonably be expected to have a material adverse
          effect  on  the  Company,  the  Partnership  or  the  Business;


                          Purchase Agreement - Page 15
<PAGE>
     (c)  Neither  the  Company  nor the Partnership will increase the salary or
          other  compensation payable or to become payable by the Company or the
          Partnership  to  any  employee,  or  the  declaration,  payment,  or
          commitment or obligation of any kind for the payment by the Company or
          Partnership  of  a bonus or other additional salary or compensation to
          any  such  person  except in the normal course of business, consistent
          with  past  practices  of  the  Company  or  the  Partnership;

     (d)  Neither  the Company nor the Partnership will sell, lease, transfer or
          assign  any  of their assets, tangible or intangible, other than for a
          fair  consideration  in  the  ordinary  course  of  business;

     (e)  Neither  the  Company  nor the Partnership will accelerate, terminate,
          modify  or cancel any agreement, contract, lease or license (or series
          of  related agreements, contracts, leases and licenses) involving more
          than  $1,000  to  which  the  Company  or  the Partnership is a party;

     (f)  Neither  the  Company  nor  the Partnership will make any loans to any
          person  or  entity,  or  guarantee any loan, absent the consent of the
          Buyer;

     (g)  Neither  the  Company  nor  the  Partnership will waive or release any
          right  or  claim  held  by  the Company or the Partnership, absent the
          consent  of  the  Buyer;

     (h)  Both  the  Company  and the Partnership will operate their business in
          the  ordinary  course  and  consistent  with  past  practices so as to
          preserve their business organization intact, to retain the services of
          their  employees and to preserve their goodwill and relationships with
          suppliers,  creditors,  customers,  and  others  having  business
          relationships  with  them;

     (i)  Neither  the  Company nor the Partnership will issue any note, bond or
          other  debt  security  or  create,  incur  or assume, or guarantee any
          indebtedness  for  borrowed  money  or  capitalized lease obligations;

     (j)  Neither  the  Company  nor  the Partnership will delay or postpone the
          payment of accounts payable and other liabilities outside the ordinary
          course  of  business;

     (k)  Neither  the  Company  nor  the  Partnership will make any loan to, or
          enter  into  any  other  transaction  with,  any  of  their directors,
          officers,  and  employees,  outside  the  ordinary course of business;

     (l)  Neither  the  Company  nor the Partnership will make any change in any
          method,  practice,  or principle of accounting involving the Company's
          business,  the  Partnership's business, the Business. or the assets of
          the  Partnership,  the  Company  or  the  Business;

     (m)  Neither  the Company nor the Partnership will issue, sell or otherwise
          dispose  of  any


                          Purchase Agreement - Page 16
<PAGE>
          of  its membership interests or partnership interests, or create, sell
          or  dispose  of  any  options,  rights,  conversion  rights  or  other
          agreements  or  commitments of any kind relating to the issuance, sale
          or  disposition  of  any  of their membership interests or partnership
          interests;

     (n)  Neither  the  Company nor the Partnership will reclassify, split up or
          otherwise  change  any  of  their  membership interests or partnership
          interests;

     (o)  Neither the Company nor the Partnership will be a party to any merger,
          consolidation  or  other  business  combination;  and

     (p)  Neither  the Company nor the Partnership will agree to take any action
          described  in  this  Section  7.3.


                                  ARTICLE VIII
                              CONDITIONS TO CLOSING

     The  obligations  of  the  parties  to effect the transactions contemplated
hereby  are  subject  to  the  satisfaction  at  or  prior to the Closing of the
following  conditions:

     Section  8.1     Conditions to Closing of Buyer.
                      ------------------------------

     (a)  Representations  and Warranties. The representations and warranties of
          -------------------------------
          the Partnership, the Company, and Bahrami shall be true and correct on
          the  date  hereof  and  on  and  as  of  the  Closing  Date.

     (b)  The  representations  and  warranties  of  the  Members  and  Limited
          Partners,  as  set  forth in Article IV and V above, shall be true and
          correct  on  the  date  hereof  and  on  and  as  of  the Closing Date

     (c)  Covenants.  All covenants, agreements and conditions contained in this
          ---------
          Agreement  to be performed by the Company, the Partnership and Bahrami
          on  or prior to the Closing Date shall have been performed or complied
          with  in  all  respects.

     (d)  Delivery  of  Certificates.  The  Company  and  the  Partnership shall
          --------------------------
          provide to Buyer certificates, dated as of the Closing Date and signed
          by  a  representative  of  the  Company and by a representative of the
          Partnership,  respectively,  to the effect set forth in Section 8.1(a)
          and  8.1(c)  for  the  purpose  of  verifying  the  accuracy  of  such
          representations and warranties and the performance and satisfaction of
          such  covenants  and  conditions.

     (e)  Resolutions. The Company and the Partnership shall deliver appropriate
          -----------
          resolutions which authorize the execution, delivery and performance of
          this  Agreement and the documents referred to herein to which they are
          to  be  a  party.


                          Purchase Agreement - Page 17
<PAGE>
     (f)  Covenant Not to Compete.  At the time of Closing, Limited Partners who
          -----------------------
          own  more  than 5% of the Partnership and Members who own more than 5%
          of  the  Company  shall  enter  into  a  five (5) year covenant not to
          compete  pursuant  to  the terms of which the Limited Partners and the
          Members will agree not to compete, either directly or indirectly, with
          Buyer, Rick's Cabaret International, Inc. ("Rick's") or any affiliates
          of Buyer or Rick's, by operating an establishment featuring live adult
          entertainment  within (i) Bexar County, Texas, or (ii) a ten (10) mile
          radius  of  the  Real  Property.

     (g)  Delivery of Membership Interest. The Members shall deliver or cause to
          -------------------------------
          be  delivered  to  Buyer  either  originally  issued  certificates
          representing the Membership Interest of the Company duly endorsed over
          to  the  Buyer in a form satisfactory to the Buyer, or an affidavit of
          lost  certificate.

     (h)  Delivery  of  Partnership  Interest.  To the extent they exist and are
          -----------------------------------
          available, the Limited Partners shall deliver or cause to be delivered
          to  Buyer  originally issued certificates representing the Partnership
          Interest  of the Partnership duly endorsed over to the Buyer in a form
          satisfactory  to  the Buyer; alternatively, the Limited Partners shall
          execute  an  affidavit  confirming  that said certificates were either
          never  issued,  or  lost.

     (i)  Related Transactions. The Related Transaction set forth in Section 1.3
          --------------------
          shall  be  consummated  concurrently  with  the  Closing.

     (j)  Third-Party  Consents.  Any  and all consents or waivers required from
          ---------------------
          third  parties  relating  to  this  Agreement  or  any  of  the  other
          transactions  contemplated  hereby  shall  have  been  obtained.

     (k)  Assumption  of  Promissory  Note.  The  Promissory  Note referenced in
          --------------------------------
          Section  1.3  shall  have  been  assumed  or  refinanced.

     (l)  Satisfactory  Diligence.  Buyer shall have concluded its due diligence
          -----------------------
          investigation  of the Partnership, the Company, the Business and their
          assets  and properties and all other matters related to the foregoing,
          and  shall be satisfied, in its absolute and sole discretion, with the
          results  thereof.

     (m)  No  Actions  or  Proceedings. No claim, action, suit, investigation or
          ----------------------------
          proceeding  shall  be  pending  or  threatened  before  any  court  or
          governmental agency which presents a substantial risk of the restraint
          or  prohibition  of  the  transactions contemplated by this Agreement.

     (n)  Government  Approvals.  All authorizations, permits, consents, orders,
          ---------------------
          licenses  or  approvals  of,  or  declarations  or  filings  with,  or
          expiration  of  waiting  periods  imposed  by,  any  governmental  or
          regulatory  entity  necessary for the consummation of the transactions
          contemplated  by this Agreement or the continuation of the Business as
          presently  being  conducted  shall  have  been filed, occurred or been
          obtained.


                          Purchase Agreement - Page 18
<PAGE>
     (o)  Resignations.  All existing Managers and officers of the Company shall
          ------------
          have  resigned.

     (p)  Termination  of Existing Leases. Except as may be contemplated by this
          -------------------------------
          Agreement, any and all existing leases for the Real Property where the
          Business  is  located  shall  be  terminated.

     Section  8.2     Conditions  to  Closing  of  the Partnership, the Company,
                      ----------------------------------------------------------
Bahrami  and  the  Sellers.
---------------------------

     (a)  Representations,  Warranties  and  Agreements. The representations and
          ---------------------------------------------
          warranties  of  Buyer shall be true and correct on the date hereof and
          on and as of the Closing Date, as though made on and as of the Closing
          Date.

     (b)  Covenants.  All covenants, agreements and conditions contained in this
          ---------
          Agreement to be performed by the Buyer on or prior to the Closing Date
          shall have been performed or complied with in all respects.

     (c)  Delivery  of  Certificates.  Buyer  shall  provide to the Company, the
          --------------------------
          Partnership,  Bahrami  and  the Sellers, certificates, dated as of the
          Closing Date and signed by a representative of the Buyer 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.

     (d)  Resolutions. Buyer shall deliver resolutions of its Board of Directors
          -----------
          which  authorize  the  execution,  delivery  and  performance  of this
          Agreement  and the documents referred to herein to which it is to be a
          party.

     (e)  Payment  of  Purchase  Price.  Buyer  shall have tendered the Purchase
          ----------------------------
          Price  as  referenced  in  Section  1.4.

     (f)  Related Transactions. The Related Transaction set forth in Section 1.3
          --------------------
          shall  be  consummated  concurrently  with  the  Closing.

     (g)  Third-Party  Consents.  Any  and all consents or waivers required from
          ---------------------
          third  parties  relating  to  this  Agreement  or  any  of  the  other
          transactions  contemplated  hereby  shall  have  been  obtained.

     (h)  No  Actions  or  Proceedings. No claim, action, suit, investigation or
          ----------------------------
          proceeding  shall  be  pending  or  threatened  before  any  court  or
          governmental agency which presents a substantial risk of the restraint
          or  prohibition  of  the  transactions contemplated by this Agreement.

     (i)  Delivery  of Notes and Security Instruments. Buyer (and as applicable,
          -------------------------------------------
          RCI)  shall  execute and deliver to Sellers the Bridge Note, Long Term
          Note,  and  Short  Term  Note,  together  with  appropriate  security
          instruments,  including  a  deed  of  trust,  to


                          Purchase Agreement - Page 19
<PAGE>
secure  the  Bridge  Note,  Long  Term  Note,  and  Short  Term note by the Real
Property,  all of the capital stock of the Buyer, all of the Membership Interest
and  Partnership  Interest,  and  the  assets  of  the  Business.

     (j)  Government Approvals. All authorizations, permits, consents, orders or
          --------------------
          approvals  of,  or  declarations  or  filings  with,  or expiration of
          waiting  periods imposed by, any governmental entity necessary for the
          consummation  of the transactions contemplated by this Agreement shall
          have  been  filed,  occurred  or  been  obtained.


                                   ARTICLE IX
                                INDEMNIFICATION

     Section  9.1     Indemnification  from  the  Company,  the  Partnership and
                      ----------------------------------------------------------
Bahrami.  The Company, the Partnership and Bahrami (but not Spiridon Karamalegos
-------
or the Limited Partners) hereby agree to and shall indemnify, defend (with legal
counsel  reasonably  acceptable  to  Buyer),  and  hold  Buyer,  its  officers,
directors,  shareholders,  employees, affiliates, parent, agents, legal counsel,
successors  and  assigns (collectively, the "Buyer Group") harmless at all times
after  the  date of this Agreement, from and against any and all actions, suits,
claims,  demands,  debts,  liabilities,  obligations,  losses,  damages,  costs,
expenses, penalties or injury  (including reasonable attorneys fees and costs of
any  suit related thereto) (collectively, "Indemnifiable Loss" or "Indemnifiable
Losses") suffered or incurred by any or all of the Buyer Group arising from: (a)
any  material  misrepresentation  by,  or  material  breach  of  any covenant or
warranty  of Company, the Partnership or Bahrami contained in this Agreement, or
any  exhibit,  certificate,  or other instrument furnished or to be furnished by
Company,  the  Partnership  or  Bahrami hereunder; (b) any nonfulfillment of any
material agreement on the part of Company, the Partnership or Bahrami under this
Agreement;  (c) any suit, action, proceeding, claim or investigation against any
member  of  the  Buyer's  Group  which  arises  from  or  which is based upon or
pertaining to either the Company's conduct, the Partnership's conduct, Bahrami's
conduct,  or the operation or liabilities of the Business prior to entering into
this  Agreement,  or  (d) any liabilities of the Company, the Partnership or the
Business  incurred  prior  to  the  Closing  Date.

     Section 9.2     Indemnification from the Members.  The Members hereby agree
                     --------------------------------
to  and  shall  indemnify,  defend  (with legal counsel reasonably acceptable to
Buyer),  and  hold  Buyer,  its  officers,  directors,  shareholders, employees,
affiliates, parent, agents, legal counsel, successors and assigns (collectively,
the  "Buyer Group") harmless at all times after the date of this Agreement, from
and  against  any  and  all actions, suits, claims, demands, debts, liabilities,
obligations,  losses,  damages, costs, expenses, penalties or injury  (including
reasonable  attorneys fees and costs of any suit related thereto) (collectively,
"Indemnifiable  Loss"  or "Indemnifiable Losses") suffered or incurred by any or
all  of  the  Buyer  Group  arising  from  any material misrepresentation by, or
material  breach  of  any warranty of the Member contained in Article IV of this
Agreement.

     Section  9.3     Indemnification  from  the  Limited Partners.  The Limited
                      --------------------------------------------
Partners  hereby  agree  to  and  shall  indemnify,  defend  (with legal counsel
reasonably  acceptable  to  Buyer),  and  hold  Buyer,  its officers, directors,
shareholders,  employees,  affiliates, parent, agents, legal counsel, successors
and  assigns  (collectively,  the "Buyer Group") harmless at all times after the
date  of  this  Agreement,


                          Purchase Agreement - Page 20
<PAGE>
from  and  against  any  and  all  actions,  suits,  claims,  demands,  debts,
liabilities,  obligations, losses, damages, costs, expenses, penalties or injury
(including  reasonable  attorneys  fees  and  costs of any suit related thereto)
(collectively,  "Indemnifiable  Loss"  or  "Indemnifiable  Losses")  suffered or
incurred  by  any  or  all  of  the  Buyer  Group  arising  from  any  material
misrepresentation  by, or material breach of any warranty of the Limited Partner
contained  in  Article  V  of  this  Agreement.

     Section  9.4     Indemnification  from  Buyer.  Buyer  agrees  to and shall
                      ----------------------------
indemnify, defend (with legal counsel reasonably acceptable to Company) and hold
the  Company,  the  Partnership, Bahrami, the Members, and Limited Partners, and
their  agents, officers, directors, shareholders, employees, affiliates, parent,
agents,  legal  counsel,  successors  and assigns, (collectively, the "Company's
Group")  harmless  at all times after the date of the Agreement from and against
any  and  all  actions, suits, claims, demands, debts, liabilities, obligations,
losses,  damages,  costs,  expenses,  penalties  or injury (including reasonably
attorneys  fees  and  costs of any suit related thereto) suffered or incurred by
any  or  all  of  the  Company's  Group,  arising  from  (a)  any  material
misrepresentation  by,  or  material breach of any covenant or warranty of Buyer
contained  in  this Agreement or any exhibit, certificate, or other agreement or
instrument  furnished  or  to  be  furnished  by  Buyer  hereunder;  (b)  any
nonfulfillment  of  any  material  agreement  on  the  part  of Buyer under this
Agreement;  (c)  arising from or pertaining to any litigation against any Member
of  the Company's Group resulting from any activities of a representative of the
Buyer  subsequent  to  the execution of this Agreement until the Closing Date or
(d)  any  suit, action, proceeding, claim or investigation against any member of
the  Company's  Group  which arises from or which is based upon or pertaining to
the  operation  or  liabilities  of the Business subsequent to the Closing Date.

     Section 9.5     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, the
indemnifying  party  shall  be entitled, if it so elects, to take control of the
defense  and  investigation  of  such lawsuit or action and to employ and engage
attorneys  of  its own choice to handle and defend the same, at the indemnifying
party's  cost,  risk  and expense; and such indemnified party shall cooperate in
all  reasonable  respects,  at its cost, risk and expense, with the indemnifying
party and such attorneys in the investigation, trial and defense of such lawsuit
or  action  and  any  appeal  arising  therefrom;  provided,  however,  that the
indemnified party may, at its own cost, participate in such investigation, trial
and  defense  of  such  lawsuit or action and any appeal arising therefrom.  The
indemnifying  party  shall  not,  without  the  prior  written  consent  of  the
indemnified  party,  effect any settlement of any proceeding in respect of which
any  indemnified party is a party and indemnity has been sought hereunder unless
such  settlement  of  a  claim,  investigation,  suit,  or other proceeding only
involves  a  remedy  for  the  payment  of  money  by the indemnifying party and
includes  an  unconditional release of such indemnified party from all liability
on  claims  that  are  the  subject  matter  of  such  proceeding.

     Section  9.6     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,


                          Purchase Agreement - Page 21
<PAGE>
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.

     Section  9.7     Right  to  Offset.  In the event that the Buyer's Group is
                      -----------------
entitled to indemnification in accordance with Section 9.1 hereof, including the
payment by the Buyer of any debts or liabilities of the Company, the Partnership
or  the Business which were incurred prior to the Closing Date, then Buyer shall
have  the right to offset any such amount from any obligations that are then due
and  payable  to  the Company or the Partnership under the Long Term Note or the
Short Term Note but not the Bridge Note, provided that any offset shall first be
offset  against  the  Long  Term Note and thereafter shall be offset against the
Short  Term  Note.


                                    ARTICLE X
                                  MISCELLANEOUS

     Section  10.1     Amendment;  Waiver.  Neither  this  Agreement  nor  any
                       ------------------
provision  hereof  may  be  amended, modified or supplemented unless in writing,
executed  by  all  the  parties  hereto.  Except as otherwise expressly provided
herein,  no waiver with respect to this Agreement shall be enforceable unless in
writing  and  signed  by the party against whom enforcement is sought. Except as
otherwise  expressly  provided  herein,  no  failure  to  exercise,  delay  in
exercising,  or  single or partial exercise of any right, power or remedy by any
party,  and  no  course  of  dealing  between or among any of the parties, shall
constitute  a waiver of, or shall preclude any other or further exercise of, any
right,  power  or  remedy.

     Section  10.2     Notices.  Any notices or other communications required or
                       -------
permitted  hereunder  shall be sufficiently given if in writing and delivered in
person,  transmitted  by  facsimile  transmission (fax) or sent by registered or
certified  mail  (return  receipt  requested)  or  recognized overnight delivery
service,  postage  pre-paid,  addressed as follows, or to such other address has
such party may notify to the other parties in writing:

     (a)     if to the Company, the
             Partnership or Bahrami:
                                    --------------------
                                    --------------------
                                    --------------------


             with a copy to:        Hector H. Cardenas, Jr.
                                    2600 Via Fortuna, Suite 300
                                    Austin, Texas 78746


                          Purchase Agreement - Page 22
<PAGE>
     (b)     if to the Sellers:     to the Address listed on Exhibit "A"


             with  a  copy  to:     Hector H. Cardenas, Jr.
                                    2600 Via Fortuna, Suite 300
                                    Austin, Texas 78746

     (c)     if  to  Buyer          RCI Debit Services, Inc.
                                    Attn: Eric Langan, President
                                    10959 Cutten Road
                                    Houston, Texas 77066

             with a copy to:        Robert D. Axelrod
                                    Axelrod Smith & Kirshbaum
                                    5300  Memorial Drive, Suite 700
                                    Houston, Texas 77007

A  notice  or  communication  will be effective (i) if delivered in person or by
overnight  courier,  on the business day it is delivered, (ii) if transmitted by
telecopier,  on  the  business  day of actual confirmed receipt by the addressee
thereof,  and  (iii) if sent by registered or certified mail, three (3) business
days  after  dispatch.

     Section  10.3     Severability.  Whenever  possible, each provision of this
                       ------------
Agreement shall be interpreted in such manner as to be effective and valid under
applicable  law, but if any provision of this Agreement is held to be prohibited
by  or  invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of  this  Agreement.

     Section  10.4     Assignment;  Successors and Assigns.  Except as otherwise
                       -----------------------------------
provided  herein,  the  provisions  hereof shall inure to the benefit of, and be
binding  upon,  the  successors and permitted assigns of the parties hereto.  No
party  hereto  may  assign  its  rights  or  delegate its obligations under this
Agreement  without  the prior written consent of the other parties hereto, which
consent  will  not  be  unreasonably  withheld.

     Section  10.5     Entire Agreement.  This Agreement and the other documents
                       ----------------
delivered  pursuant  hereto  constitute  the  full  and entire understanding and
agreement  between  the  parties  with  regard  to the subject matter hereof and
thereof  and supersede and cancel all prior representations, alleged warranties,
statements,  negotiations,  undertakings,  letters, acceptances, understandings,
contracts and communications, whether verbal or written among the parties hereto
and thereto or their respective agents with respect to or in connection with the
subject  matter  hereof.

     Section  10.6     Jurisdiction.  This  Agreement  shall be governed by, and
                       ------------
construed  in accordance with, the laws of the State of Texas, without regard to
principles  of  conflict  of  laws.  In  any  action between or among any of the
parties, whether arising out of this Agreement or otherwise, each of the parties
irrevocably  consents to the exclusive jurisdiction and venue of the federal and
state  courts  located  in  either  Harris  County,  Bexar  County,  or  Travis
County,Texas.


                          Purchase Agreement - Page 23
<PAGE>
     Section  10.7     Counterparts  and  Facsimiles.  This  Agreement  may  be
                       -----------------------------
executed  in  multiple  counterparts  and in any number of counterparts, each of
which  shall  be  deemed  an  original,  but  all  of which taken together shall
constitute  and  be  deemed  to be one and the same instrument and each of which
shall  be  considered  and  deemed an original for all purposes.  This Agreement
shall  be effective with the facsimile signature of any of the parties set forth
below  and  the facsimile signature shall be deemed as an original signature for
all  purposes and the Agreement shall be deemed as an original for all purposes.

     Section  10.8     Costs  and  Expenses.   Each  party  shall  pay their own
                       --------------------
respective  fees,  costs  and  disbursements  incurred  in  connection with this
Agreement.

     Section  10.9     Section Headings.  The section and subsection headings in
                       ----------------
this  Agreement  are used solely for convenience of reference, do not constitute
a part of this Agreement, and shall not affect its interpretation.

     Section  10.10     No Third-Party Beneficiaries.  Nothing in this Agreement
                        ----------------------------
will  confer  any third party beneficiary or other rights upon any person or any
entity  that  is  not  a  party  to  this  Agreement.

     Section  10.11     Attorneys'  Review.  In  connection with the negotiation
                        ------------------
and  drafting of this Agreement, the parties represent and warrant to each other
they  have  had  the opportunity to be advised by attorneys of their own choice.

     Section  10.12     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 be requested
by  the other parties to confirm or perfect or otherwise to carry out the intent
and  purposes  of  this  Agreement.

     Section  10.13     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.

     Section  10.14     Survival  of  Representations, Warranties and Covenants.
                        -------------------------------------------------------
All  representations  and  warranties made in, pursuant to or in connection with
this  Agreement  shall  survive the execution and delivery of this Agreement for
the  maximum  period  allowed  by  law.

     Section  10.15     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.


                          Purchase Agreement - Page 24
<PAGE>
     Section  10.16     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.


                   [SIGNATURES APPEAR ON THE FOLLOWING PAGE.]


                          Purchase Agreement - Page 25
<PAGE>
     IN  WITNESS  WHEREOF, the undersigned have executed this 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:
                                   --------------------------------------


                          Purchase Agreement - Page 26