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

     This  Asset  Purchase Agreement ("Agreement") is made this 6th day of July,
2000,  by and between RCI INTERNET HOLDINGS, INC.,  a Texas corporation, ("RCI")
with  its  principal  place  of  business  located at 505 North Belt, Suite 630,
Houston,  Texas  77060,  RICK'S CABARET INTERNATIONAL, INC., a Texas corporation
("Rick's"),  with  its  principal  place  of business located at 505 North Belt,
Suite  630,  Houston,  Texas 77060, and VOICE MEDIA, INC., a Nevada corporation,
whose address is 2533 North Carson Street, Suite 1091, Carson City, Nevada 89706
(the  "Seller").

                             R  E  C  I  T  A  L  S:

     WHEREAS,  the  Seller  is  the  owner of all of the tangible and intangible
assets  associated  or  used in connection with the operation of XXXpassword.com
("Password"  or  the  "Site");  and

     WHEREAS,  Seller  desires  to  sell  and  transfer  all of the tangible and
intangible  assets  associated  or  used  in  connection  with  the operation of
Password;  and

     WHEREAS,  RCI  desires to acquire the assets of Seller, upon and subject to
the  terms  and  conditions  of  this  Agreement.

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

                                     ARTICLE  I
                     PURCHASE  AND  SALE  OF  ASSETS  AND  PROPERTY

     1.1     Assets  of  Seller  to be Acquired by RCI (the "Purchased Assets").
             ------------------------------------------------------------------
On  the Closing Date (as defined in Article IV hereof), and subject to the terms
and  conditions  set forth in this Agreement, RCI agrees to purchase, accept and
acquire  from  Seller,  and  Seller agrees to sell, transfer, assign, convey and
deliver  to  RCI  the  following  Purchased  Assets:

          1.1.1 the  goodwill  associated  with or used in  connection  with the
     operation or business of Password (the "Goodwill");

          1.1.2 to the extent their transfer is permitted  pursuant to the terms
     thereof,  all advertising and traffic  agreements,  contracts,  agreements,
     licenses, commitments,  arrangements,  instruments and understandings which
     relate to the business and operation of Password exclusively;

          1.1.3 any and all copies of records in Seller's possession relating to
     or compiled in connection with its business and operation of Password which
     are requested by RCI (the "Records").


<PAGE>
     1.2     On  the Closing Date (as defined in Article IV hereof), and subject
to  the  terms  and conditions set forth in this Agreement, the Seller agrees to
transfer  and  assign to RCI, and RCI agrees to accept from Seller the following
Intellectual  Property  which is used solely for the business of Password or are
otherwise necessary for the ownership of Password (the "Intellectual Property"):

          1.2.1 all  proprietary  rights  held by Seller in the  XXXPassword.com
     domain name (the "Domain Name");

          1.2.2 all  ownership  rights  held by Seller in the  content and text,
     navigational  devices, menu structures or arrangement,  icons,  operational
     instructions,  scripts,  commands,  syntax, screen design and other designs
     and visual  expressions  contained on the Site,  whether  stored,  encoded,
     recorded or written on disk,  tape,  film,  memory  device,  paper or other
     media of any nature (the "Content"); and

          1.2.3 all  proprietary  rights held by Seller in and to all trademarks
     and any applications  therefor,  tradenames and any applications  therefor,
     tradedress,  trademark registrations and any applications therefor, service
     marks,  copyrights,  copyright registrations and any applications therefor,
     slogans,  logs, associated with or used in connection with the operation or
     business of Password exclusively,  including all rights, title and interest
     in  and  to  the  following   tradename  and  trademark   XXXPassword   and
     XXXPassword.com  used in  connection  with the  operation  of the Site (the
     "Trademarks").

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


                                   ARTICLE II
                              EXCLUDED LIABILITIES

     RCI  shall have no obligation and shall not assume or agree to pay, perform
or  discharge,  nor shall RCI be directly or indirectly responsible or obligated
for,  any  debts,  obligations, contracts, fines, or penalties or liabilities of
Seller,  wherever  or however incurred, except for liabilities subsequent to the
date  of  Closing  which  are  expressly  assumed,  and the assumption of refund
liabilities  and  credit  card  chargebacks  for  sales  made  from the Password
website.  All  personal  property  taxes on the Purchased Assets will be paid in
full  by the Seller for all years prior to the Closing and the taxes for year of
Closing  will be pro rated to the Closing Date. Further, RCI shall not assume or
be  responsible  for  any  of  the  liabilities or obligations of Seller or with
respect  to  the  business  prior  to  the  Closing Date, including any fines or
penalties  levied  against  Seller  by  any  third party, and further including,
without  limitation,  the  following:


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  2
<PAGE>
     (i)  Nonenumerated  Liabilities.  Any  liability  or  obligation  of Seller
          --------------------------
          of any kind, known or unknown,  contingent or otherwise, not resulting
          from any covenant,  agreement or indemnity of RCI in this Agreement or
          the other  agreements and  instruments to be executed and delivered by
          RCI in connection with Agreement;

     (ii)  Taxes.  Any  liability  or  obligation of Seller for federal,  state,
           -----
          or local income, franchise, property, sales or use or recapture taxes,
          assessments,  and penalties,  whether arising out of the  transactions
          contemplated by this agreement or otherwise;

    (iii) Violations  of  Law.  Any  liability  or  obligation  resulting  from
          -------------------
          violations of any  applicable  laws or  regulations by Seller prior to
          the Closing  Date or  infringement  of third party rights or interests
          prior to the Closing Date;

     (iv) Employee  Liabilities.  Any  employee  liabilities relating to present
          ---------------------
          and  past  employees  of the business with respect to plans, programs,
          policies,  commitments,  and  other  benefit  entitlements established
          or  existing  on  or  prior  to  the  Closing  (whether  or  not  such
          liabilities  are accrued or payable at the Closing, and whether or not
          such liabilities are contingent in nature);

     (v)  Litigation.  Any  litigation  pending  or  threatened  against Seller,
          ----------
          the business or the Purchased Assets; and

     (vi)  Nontransferable  Contracts  and  Agreements.  Any  liability  or
                -----------------------------------------
          obligation  associated  with  any  contract,  agreement,   instrument,
          license or other right or  obligation  of Seller  which is an asset of
          the business but which  requires the consent of some third party to be
          assigned and/or  transferred and with respect to which such consent of
          such third party has not been obtained.


                                     ARTICLE  III
                           PURCHASE  PRICE  AND  PAYMENT

     3.1     Purchase  Price.  As  consideration  for  the Purchased Assets, RCI
             ---------------
shall  pay  to  Seller  as  follows:

     (i)  700,000  restricted  shares  of  Rick's  Cabaret  International,  Inc.
          ("Rick's")  common stock,  par value  $.01("Rick's  Stock"),  of which
          250,000 shares are subject to that certain Escrow  Agreement set forth
          in Section 4.2(ii) below; and

     (ii) An Earn Out  Amount  of  $380,000  plus  either  (1)  $475,000  if the
          earnings  before  depreciation,   amortization,   interest  and  taxes
          ("EBITDA")  of  Password  during  the first full  twelve-month  period
          beginning  on the  Closing  Date  exceeds  $800,000  but is less  than
          $1,200,000  (but not  otherwise)  or (2)  $925,000  if the  EBITDA  of
          Password during the first full  twelve-month  period  beginning on the
          Closing Date exceeds $1,200,000.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  3
<PAGE>
     The  Earn  Out Amount shall be paid in monthly amounts equal only to 50% of
the  Free Net Cash Flow (as defined below) of all Internet commerce generated by
Password during the 6 year period from the Closing Date.  If 50% of the Free Net
Cash  Flow  of  all  Internet  commerce  generated by Password during the 6 year
period  from  the Closing Date is less than the Earn Out Amount, then the excess
of  the  Earn Out Amount shall not be paid.  For purposes of this Agreement, the
term "Free Net Cash Flow" shall be defined as cash proceeds less variable costs,
overhead  costs  and  payment  of  income taxes due.  Cash Proceeds shall be the
aggregate  amount  of  all  cash  received from, without limitation, cash sales,
credit  or  charge  card  sales, sales on open account or any combination of the
same  and  other such sources less refunds and customer credits.  Variable Costs
shall  be  the  aggregate  amount of all charges or reduction of proceeds by the
credit  card  processor/merchant  bank  and  the  cost  paid  to webmasters as a
commission  for  traffic  sent  to  the  website.  Without  limitation,  such
processor/merchant  bank costs shall include discounts, fees, chargebacks, fines
and  all other such costs.  In the event that the third party processor/merchant
bank shall require a reserve fund, for the purposes of this Agreement, said fund
shall  be considered a Variable Cost.  To the extent reserve funds are recovered
from  the  credit  card  processor/merchant bank and available for distribution,
then  such  amount  shall  be  deemed  Cash Proceeds available for distribution.
Overhead  Costs  shall  be  the  aggregate amount of all charges for third party
content licensing fees, bandwidth charges and the Management Fee as set forth in
Section  7  of the Management Agreement executed simultaneously herewith between
RCI  and  National Telemedia Corp., an affiliate of Seller, in the form attached
hereto  as  Exhibit  "C".  The parties hereto acknowledge that to the extent the
specific  identification of third party content costs is impractical, they agree
to  the allocation of the actual costs based on the percentage of Password sales
to the combined sales of all websites of Seller benefiting from such third party
content.

     With  respect  to  the  payment  of  income taxes due, the parties agree to
retain  a  reserve in an amount of the Cash Proceeds equal to 35%.  In the event
the  federal tax liability for the corresponding fiscal year is determined to be
less  than  the  amount held in reserve, then such amount shall become available
for  distribution  to  the  Seller  and  RCI.

     Further,  Seller  agrees that to the extent there are any shortfalls to the
Free  Net  Cash  Flow in any given month that the Seller will pay such shortfall
amount,  in  an  amount  not  to  exceed $50,000, and be reimbursed prior to any
further  distribution  from  the  Free  Net  Cash  Flow.



                               ARTICLE  IV
                              THE  CLOSING

     4.1     Date  and  Time.  The  closing  of the transactions contemplated by
             ---------------
this Agreement (the "Closing") shall take place at the offices of Axelrod, Smith
&  Kirshbaum,  5300  Memorial  Drive, Suite 700, Houston, Texas 77007 on July 6,
2000 or at such other time and on such date as the parties hereto shall mutually
agree.  For  purposes  of this Agreement, the date on which the Closing actually
occurs  is  the  "Closing  Date".


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  4
<PAGE>
     4.2     Related  Transactions.  In  addition  to  the  consummation  of the
             ---------------------
acquisition  of  the  Purchased  Assets,  the following actions shall take place
contemporaneously  at  the  Closing:

     (i)  Rick's and Seller  shall  enter into an Escrow  Agreement  pursuant to
          which 250,000 shares of Rick's Stock shall be delivered in the name of
          the  Seller  to be  held  and  distributed  by  the  Escrow  Agent  in
          accordance with the terms of the Escrow Agreement in the form attached
          hereto as Exhibit "A"; and

     (ii) The  Seller  will  enter  into a Voting  Agreement  with Eric  Langan,
          President and Chief Executive Officer of Rick's, pursuant to which the
          Seller will authorize Eric Langan to vote the 250,000 shares of Rick's
          Stock  held in  escrow  during  the time that the  shares  are held in
          escrow pursuant to the Voting Agreement in the form attached hereto as
          Exhibit "B".

     (iii)RCI and National  Telemedia,  Corp.,  an  affiliate  of Seller,  shall
          enter  into  a  Management   Agreement   pursuant  to  which  National
          Telemedia, Corp. will maintain, manage and operate the XXXPassword.com
          website in accordance  with the terms of the  Management  Agreement in
          the form attached hereto as Exhibit "C".

     4.3     Closing  Documents  of Seller. At the Closing, Seller shall deliver
             -----------------------------
or  cause  to  be  delivered  to  RCI  the  following:

     (a)  all  instruments of assignment and bills of sale necessary to transfer
          to RCI good and  marketable  title to the  Purchased  Assets  free and
          clear of all liens, charges or encumbrances;

     (b)  all documents necessary to transfer the domain name XXXPassword.com;

     (c)  officers certificate required by Section 9.2(c);

     (d)  resolutions  of the Board of Directors as required by Section  9.2(d);
          and

     (e)  executed Escrow Agreement,  Voting Agreement and Management  Agreement
          as provided for in Section 4.2.

     4.4     Closing  Documents  of  RCI.  At  the Closing, RCI shall deliver or
             ---------------------------
cause  to  be  delivered  to  Seller,  the  following:

     (a)  officers certificate required by Section 9.1(c);

     (b)  resolutions  of the Board of Directors as required by Section  9.1(d);
          and

     (c)  executed Escrow Agreement,  Voting Agreement and Management  Agreement
          as provided for in Section 4.2.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  5
<PAGE>
     4.5  Closing  Documents of Rick's.  At the Closing, Rick's shall deliver or
          ----------------------------
cause  to  be  delivered  to  Seller,  the  following:

     (a)  either (i)  certificates  evidencing  700,000  shares of Rick's common
          stock,  duly executed for issuance by Rick's to Voice Media,  of which
          250,000  shares will be  immediately  placed in escrow with the Escrow
          Agent pursuant to the Escrow Agreement  referred to in Section 4.2(ii)
          or (ii)  letter of  instructions  from a duly  authorized  officer  of
          Rick's  to  American  Securities  Transfer,  Inc.  (Rick's's  transfer
          agent),   instructing   the   transfer   agent  to  duly  issue  stock
          certificates  evidencing the shares of Common Stock of Rick's to Voice
          Media,  all as contemplated  by this Agreement,  in form and substance
          satisfactory to counsel for the Stockholders;

     (b)     officers  certificate  required  by  Section  9.1(e);  and

     (c)  resolutions of the Board of Directors as required by Section 9.1(f).

     (d)  executed Escrow Agreement,  Voting Agreement and Management  Agreement
          as provided  for  in  Section  4.2.


                                 ARTICLE  V
                     REPRESENTATIONS  AND  WARRANTIES
                              OF  THE  SELLER

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

     5.1     Organization and Capitalization of Seller.  Seller is a corporation
             -----------------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
State  of  Nevada,  with full power and authority and all necessary governmental
and  regulatory  licenses, permits and authorizations to carry on the businesses
in  which  it  is  engaged,  to own the properties that it owns currently and to
perform  its  obligations under this Agreement, is duly qualified or licensed to
do  business  and  is in good standing as a foreign corporation in all states or
jurisdictions which the conduct of such business requires such qualification and
which  the  failure to be so qualified or licensed would have a material adverse
effect  on  the  business  of  the  Seller.   All of such issued and outstanding
shares of common stock of Seller are duly authorized, validly issued, fully paid
and  non-assessable.

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


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  6
<PAGE>
     5.3     Consents.  No  consent  of, approval by, order or authorization of,
             --------
or  registration,  declaration  or  filing  by  Seller  with  any  court  or any
governmental  or  regulatory agency or authority having jurisdiction over Seller
or  any of its property or assets or any other person is required on the part of
Seller  in  connection with the consummation of the transactions contemplated by
this Agreement, excluding any registration, declaration or filing the failure to
effect which would not have a material adverse effect on the financial condition
of  Seller  or  the  operation  of  its  business  after  the  Closing.

     5.4     Title to Purchased Assets.  The Seller has and will transfer to RCI
             -------------------------
at  Closing  good and marketable title to all of the Purchased Assets, which are
being  sold  to  RCI  under this Agreement, free and clear of all liens, claims,
charges,  encumbrances,  restrictions  or  security  interests.  Seller is not a
party  to any contract or obligation whereby there has been granted to anyone an
absolute  or  contingent  right to purchase, obtain or acquire any rights in the
Purchased  Assets.

     5.5     Material  Agreements;  Action.  Exhibit  5.5,  is  an  accurate and
             -----------------------------
complete  list  of  all  contracts,  agreements,  commitments, understandings or
proposed  transactions,  whether written or oral, to which Seller or Password or
any  of  its  subsidiaries  is  a  party or by which it is bound that involve or
relate  to:  (i)  the  ownership of the Password Internet domain "name" owned or
operated  by Seller; (ii) any banking relationship for processing of credit card
charges or other charges by customers of the Password Internet domain site owned
or  operated  by Seller; or (iii) covenants of Seller or any of its subsidiaries
not  to  compete  in any line of business or with any person in any geographical
area  or  covenants of any other person not to compete with Seller or any of its
subsidiaries  in  any  line of business or in any geographical area.  There have
been  made  available to RCI and its representatives true and complete copies of
all  such  agreements.  All such agreements are in full force and effect and are
the  legal,  valid  and  binding  obligation  of  Seller  or  its  subsidiaries,
enforceable  against  them in accordance with their terms, subject to applicable
bankruptcy,  insolvency,  reorganization,  moratorium and similar laws affecting
creditors'  rights  and remedies generally and subject, as to enforceability, to
general  principles  of equity (regardless of whether enforcement is sought in a
proceeding  at  law or in equity).  None of Seller or any of its subsidiaries is
in  default  under  any such agreements nor to the best of its knowledge, is any
other  party  to  any  such  agreements  in  default  thereunder in any respect.

     5.6     Contracts  and  Leases.  Seller  (i)  has no leases of any personal
             ----------------------
property relating to the Purchased Assets, whether as lessor or lessee; (ii) has
no  contractual  or  other obligations relating to the Purchased Assets, whether
written  or oral; and (iii) has not given any power of attorney to any person or
organization for any purpose relating to the Purchased Assets.  Exhibit 5.6 sets
forth  a  complete  list,  including any amendment of each domain name, lease or
contract  which are part of the Purchased Assets and Intellectual Property to be
acquired  by  RCI.  Seller  has  furnished RCI a copy of each contract, lease or
other  document  relating  to  the Purchased Assets and Intellectual Property to
which  they  are subject or are a party or a beneficiary, which is to be assumed
or  acquired  by  RCI.  To  Seller's  knowledge, such contracts, leases or other
documents  are  valid  and in full force and effect according to their terms and
each  constitutes  a legal, valid and binding obligation of Seller and the other
respective  parties  thereto  and is enforceable in accordance with their terms,
and  the  Seller  has no knowledge of any default or breach under such contract,
lease  or  other  document or of any pending or threatened claims under any such
contract,  lease  or  other  document.  Neither the signing or execution of this
Agreement,  nor  the consummation of all or any of the transactions contemplated
under  this  Agreement,  will  constitute  a  breach  or  default under any such
contract,  lease  or  other  document.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  7
<PAGE>
     5.7     Litigation.  Except  as disclosed in Exhibit 5.7, there is no suit,
             ----------
claim,  arbitration,  investigation,  action  or proceeding entered against, now
pending  or,  to  the  Seller's  knowledge,  threatened  against the Seller, the
Purchased  Assets  or  the Intellectual Property, before any court, arbitration,
administrative or regulatory body or any governmental agency which may result in
any  judgment, order, award, decree, liability or other determination which will
or  could reasonably be expected to have any effect upon the Purchased Assets or
the  Intellectual  Property, nor is there any basis known to Seller for any such
action.  No  litigation  is  pending,  or,  to  Seller's  knowledge, threatened,
against  Seller,  or  its assets or properties which seeks to restrain or enjoin
the execution and delivery of this Agreement or any of the documents referred to
herein  or  the  consummation  of any of the transactions contemplated hereby or
thereby.  The Seller is not subject to any judicial injunction or mandate or any
quasi-judicial  or administrative order or restriction directed to or against it
or  which  would  affect  the  Purchased  Assets.

     5.8     Taxes.  Seller  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.   No assessments or notices of
deficiency  or other communications have been received by Seller with respect to
any tax return which has not been paid, discharged or fully reserved against and
no  amendments  or  applications  for refund have been filed or are planned with
respect  to  any  such  return.  There is no dispute or claim concerning any tax
liability  of  Seller either claimed or raised by any authority in writing as to
which  Seller  or  its  directors  or  officers  has  knowledge.  There  are  no
agreements  between  Seller  and  any  taxing  authority,  including,  without
limitation,  the  Internal  Revenue Service, waiving or extending any statute of
limitations  with  respect  to  any  tax  return.

     5.9     Financial  Statements.  The  calculation  of  EBITDA  previously
             ---------------------
delivered  to  RCI,  through  the  period  ended  May  31, 2000, was prepared in
accordance  with  the  principles  and  procedures  employed in prior periods by
Seller,  consistently  applied  with  the  principles and procedures employed in
prior  periods by Seller (the "EBITDA Calculation").  The EBITDA Calculation has
been  provided  to  and  reviewed  by  the  accountants  for  Buyer.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  8
<PAGE>
     5.10    Conduct  of  Business.
             ---------------------

     (a)     Ordinary  Course  of  Business.  Since  May  31,  2000 (the "EBITDA
             ------------------------------
Calculation Date")  Seller has operated the business of Password in the ordinary
course  consistent  with  past  practices.

     (b)     No  Material  Adverse  Change.  Since  the EBITDA Calculation Date,
             -----------------------------
there  has  been  no  material  adverse  change in the business or the assets of
Password  or  in  the  financial  condition,  or  operations  of the business of
Password.

     (c)     Absence  of  Particular Events.  Since the EBITDA Calculation Date,
             ------------------------------
Password has not: (i) suffered any damage or destruction adversely affecting the
business or involving the assets in an amount in excess of Five Thousand Dollars
($5,000.00);  (ii)  increased  the  compensation payable or to become payable to
employees  of  Seller  involved in the business; (iii) incurred any liability or
obligation relating to the business other than in the ordinary course consistent
with  past  practice; (iv) made any change in any method, practice, or principle
of  accounting  involving  the business or assets; (v) paid, loaned, or advanced
any  material monetary amount or other asset to, or sold, transferred, or leased
any  asset  to,  any  employee  involved  in  the  business  except  for  normal
compensation  involving  salary  and benefits; or (vi) agreed to take any action
described  in  this  Section  5.10(c).

     (d)     Absence of Joint Ventures, etc.  Seller is not a party to any joint
             -------------------------------
venture  or  other similar agreement or arrangement that involves any sharing of
profits  of  the  business  or  the  assets  of  Password.

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

     5.12     Intellectual  Property.
              ----------------------

     (a)     Seller  owns,  has good and marketable title to, and has full right
to  use  and transfer to RCI, all of the Intellectual Property free and clear of
any material liens, mortgages, judgments, or other encumbrances of any kind, and
no rights or licenses of any kind respecting the Intellectual Property have been
granted to any third party.  There are no outstanding, or, to the best knowledge
of  the  Seller, threatened claims of infringement against Seller respecting the
use  of  any  of  the Intellectual Property in connection with the operations or
business  of  the  Seller  or Password and it has no knowledge of any trademark,
service  mark,  trade  name,  assumed  name,  copyright,  patent,  trade secret,
contractual  or  other  rights  of  any  third  party  which  may be violated or
infringed  by  the  use  of  any of the Intellectual Property in connection with
Seller's  operations  or  business.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  9
<PAGE>
     (b)     Seller  warrants  that  Buyer shall have access to and the right to
use the Content provided pursuant to this Agreement which is owned by Seller and
Seller  warrants  that  with  respect to Content licensed from third parties, to
Seller's  best  knowledge,  Buyer shall have the right to access and use of such
Content.

     5.13     No  Default.  Seller  is not in material default under any term or
              -----------
condition  of  any  instrument  evidencing,  creating  or  securing any material
indebtedness of Seller, and there has been no default in any material obligation
to be performed by Seller under any other agreement to which it is a party or by
which  it  or  its  assets  or  properties  are  bound.

     5.14     Password  Indebtedness.  Seller has delivered to RCI true and
              ----------------------
complete  copies of all documents  related to any  indebtedness of Password (the
"Password Indebtedness") and made available to RCI all correspondence concerning
the status of the Password Indebtedness.

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

     5.16     Absence  of  Change. The Seller has no knowledge of any present or
              -------------------
future  condition  or state of facts or circumstances which would materially and
adversely  affect  the  business  of  Password.

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

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

     5.19     Acquisition  of Stock for Investment.  The Seller understands that
              ------------------------------------
the  issuance  of  common  stock  of  Rick's  has  not been registered under the
Securities  Act  of  1933, as amended (the "Act"), or any state securities acts,
and  Seller represents and warrants to RCI and Rick's that its present intention
is  to  receive  and hold the common stock of Rick's for investment only and not
with  a  view  to  the  distribution  or  resale  thereof.  The  Seller  further
acknowledges  that it has had access to information regarding RCI and Rick's and
its  operations,  and that Seller has such knowledge and experience in financial
and  business  matters so as to be capable of evaluating the relative merits and
risks  of  an  investment  in  Rick's.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  10
<PAGE>
     Additionally,  the Seller understands that any sale by the Seller of any of
the  common  stock  of  Rick's received under this Agreement, will under current
law, require either (a) the registration of the common stock of Rick's under the
Act  and  applicable  state securities acts; (b) compliance with Rule 144 of the
Act;  or (c) the availability of an exemption from the registration requirements
of  the  Act  and applicable state securities acts.  The Seller hereby agrees to
execute,  deliver,  furnish or otherwise provide to Rick's an opinion of counsel
reasonably  acceptable  to Rick's prior to any subsequent transfer of the common
stock  of  Rick's,  that  such  transfer  will  not  violate  the  registration
requirements of the federal or state securities acts.  The Seller further agrees
to  execute,  deliver,  furnish  or otherwise provide to Rick's any documents or
instruments as may be reasonably necessary or desirable in order to evidence and
record  the  common  stock  of  Rick's  acquired  hereby.

     To  assist in implementing the above provisions, the Seller hereby consents
to  the  placement  of  the legend, or a substantially similar legend, set forth
below,  on all certificates representing ownership of the common stock of Rick's
acquired  hereby until the common stock of Rick's has been sold, transferred, or
otherwise  disposed  of,  pursuant to the requirements hereof.  The legend shall
read  substantially  as  follows:

     "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
     1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES
     MUST BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY,  AND
     MAY NOT BE SOLD, HYPOTHECATED,  OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE
     WITH THE REGISTRATION AND  QUALIFICATION  PROVISIONS OF APPLICABLE  FEDERAL
     AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

     In  addition,  the  Seller  consents  to  Rick's  placing  a "stop transfer
notation"  in  its corporate records concerning the transfer of the common stock
of  Rick's  acquired  by  the  Seller.

                              ARTICLE  VI
                   REPRESENTATIONS  AND  WARRANTIES  OF  RCI

     RCI  hereby  represents  and  warrants  to  Seller  as  follows:

     6.1     Organization  of RCI.  RCI is a corporation duly organized, validly
             --------------------
existing and in good standing in the laws of the state of Texas, with full power
and  authority  to  carry  on  the businesses in which it is engaged, to own the
properties  that  it  owns currently and will own at the Closing, and to perform
its  obligations  under  this  Agreement  ,  is duly qualified or licensed to do
business  and  is  in  good  standing  as a foreign corporation in all states or
jurisdictions which the conduct of such business requires such qualification and
which  the  failure to be so qualified or licensed would have a material adverse
effect  on the business of RCI.  The authorized capital stock of RCI consists of
1,000  shares of common stock, $.01 par value, of which 1,000 shares are validly
issued  and  outstanding.  All  of  such issued and outstanding shares of common
stock of RCI are duly authorized, validly issued, fully paid and non-assessable.

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


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  11
<PAGE>
     6.3     Consents.  No  consent  of, approval by, order or authorization of,
             --------
or registration, declaration or filing by RCI with any court or any governmental
or  regulatory  agency  or  authority having jurisdiction over RCI or any of its
property  or  assets  or  any  other  person  is  required on the part of RCI in
connection  with  the  consummation  of  the  transactions  contemplated by this
Agreement,  excluding  any  registration,  declaration  or filing the failure to
effect which would not have a material adverse effect on the financial condition
of  RCI  or  the  operation of its business after the Closing and except for any
filing  under  the  federal  or  state  securities  laws.

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

     6.5     Litigation.  No  Litigation  is  pending,  or,  to RCI's knowledge,
             ----------
threatened,  against RCI, or its assets or properties which seeks to restrain or
enjoin  the  execution  and  delivery  of this Agreement or any of the documents
referred  to  herein or the consummation of any of the transactions contemplated
hereby  or  thereby.  There are no judgments or outstanding orders, injunctions,
decrees,  stipulations or awards against RCI or any of its assets or properties.

     6.6     Brokerage  Commission.  No  broker  or  finder has acted for RCI 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  RCI.

     6.7     No  Default.  RCI  is  not  in  material  default under any term or
             -----------
condition  of  any  instrument  evidencing,  creating  or  securing any material
indebtedness of RCI, and there has been no default in any material obligation to
be performed by RCI under any other agreement to which it is a party or by which
it  or  its  assets  or  properties  are  bound.

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


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  12
<PAGE>
                                   ARTICLE  VII
                      REPRESENTATIONS  AND  WARRANTIES  OF  RICK'S

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

     7.1     Organization  of  Rick's.  Rick's  is a corporation duly organized,
             ------------------------
validly  existing  and  in good standing in the laws of the state of Texas, with
full  power  and authority to carry on the businesses in which it is engaged, to
own  the  properties  that it owns currently and will own at the Closing, and to
perform  its obligations under this Agreement , is duly qualified or licensed to
do  business  and  is in good standing as a foreign corporation in all states or
jurisdictions which the conduct of such business requires such qualification and
which  the  failure to be so qualified or licensed would have a material adverse
effect  on  the  business  of  Rick's.  The  authorized  capital stock of Rick's
consists  of  (i)  15,000,000  shares  of  common stock, $.01 par value of which
3,699,178  shares  are validly issued and outstanding, and (ii) 1,000,000 shares
of  preferred  stock  $.10  par value, none of which are issued and outstanding.
All  of  such  issued  and outstanding shares of common stock of Rick's are duly
authorized,  validly  issued,  fully  paid  and  non-assessable.

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

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

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

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


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  13
<PAGE>
     7.6     Nasdaq  Compliance.  As  of  the  date hereof, the shares of common
             ------------------
stock  of  Rick's  are listed for trading on the Nasdaq SmallCap Market.  To the
best  of  Rick's knowledge, no action is pending or threatened by Nasdaq against
Rick's  that  would  result  in the shares of Rick's common stock being delisted
from  the  Nasdaq SmallCap Market.  Rick's will use its best efforts to maintain
its  listing  on  the  Nasdaq  SmallCap  Market.

     7.7     No  Default.  Rick's  is  not in material default under any term or
             -----------
condition  of  any  instrument  evidencing,  creating  or  securing any material
indebtedness of Rick's, and there has been no default in any material obligation
to be performed by Rick's under any other agreement to which it is a party or by
which  it  or  its  assets  or  properties  are  bound.

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


                                 ARTICLE  VIII
                           COVENANT  OF  VOICE  MEDIA

     Voice  Media  covenants  and  agrees  that  it shall continue to advertise,
market,  distribute  and  promote  the  Site consistent with its past practices,
including  the  marketing  and  distribution  of the Site through its use of the
webmaster  affiliate  programs  of  the  Seller.


                                 ARTICLE  IX
                           CONDITIONS  TO  CLOSING

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

          (a) The  representations and warranties of RCI and Rick's set forth in
     this  Agreement  shall be true and correct in all material  respects on the
     Closing Date;

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

          (c) The Seller shall have  received a  certificate,  dated the Closing
     Date and signed by the  President of RCI to the effect set forth in Section
     9.1(a)  and  9.1(b)  for the  purpose of  verifying  the  accuracy  of such
     representations and warranties and the performance and satisfaction of such
     covenants and conditions;

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


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  14
<PAGE>
          (e) The Seller shall have  received a  certificate,  dated the Closing
     Date and  signed by the  President  of Rick's  to the  effect  set forth in
     Section 9.1(a) and 9.1(b) for the purpose of verifying the accuracy of such
     representations and warranties and the performance and satisfaction of such
     covenants and conditions;

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

          (g) The  related  transactions  as set forth in  Section  4.2 shall be
     consummated concurrently with the Closing;

          (h) The  Board  of  Directors  of  Rick's  shall  have  appointed  two
     additional directors to its Board of Directors as selected by Seller; and

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

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

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

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

          (c) RCI and  Rick's  shall  have  received  a  certificate,  dated the
     Closing  Date and signed by the  President  of the Seller to the effect set
     forth in  Section  9.2(a)  and 9.2(b)  for the  purpose  of  verifying  the
     accuracy of such  representations  and warranties and the  performance  and
     satisfaction of such covenants and conditions;

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


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  15
<PAGE>
          (e) As of May 31, 2000, the (i) Gross Revenues of XXXPassword.com  for
     the  preceding  full five (5) months shall exceed  $1,250,000  and (ii) the
     EBITDA derived from XXXPassword.com for the five (5) month period, shall be
     in excess of $167,000;

          (f) The  related  transactions  set  forth  in  Section  4.2  shall be
     consummated concurrently with the Closing; and

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

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


                                  ARTICLE  X
                                INDEMNIFICATION

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

     10.2     Indemnification  from  RCI.  RCI  agrees  to  and shall indemnify,
              --------------------------
defend (with legal counsel reasonably acceptable to Seller) and hold Seller, its
officers,  directors,  shareholders,  employees, agents, affiliates and  assigns
harmless  at  all  times  after  the  date  of Closing  from and against, and in
respect  of  any  liability, claim, deficiency, loss, damage, or injury, and all
reasonable costs and expenses (including reasonably attorneys' fees and costs of
any  suit  related  thereto)  suffered  or  incurred  by  Seller,  from  (a) any


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  16
<PAGE>
misrepresentation by, or breach of any covenant or warranty of, RCI contained in
this  Agreement  or  any  Exhibit, certificate, or other agreement or instrument
furnished  or  to  be  furnished by RCI hereunder, or any claim by a third party
(regardless  of  whether  the claimant is ultimately successful), which if true,
would  be  such  a  misrepresentation  or  breach; (b) any nonfulfillment of any
agreement on the part of RCI under this Agreement, or from any misrepresentation
in  or omission from, any certificate or other agreement or instrument furnished
or  to  be  furnished to Seller hereunder; and (c) any suit, action, proceeding,
claim  or  investigation against Seller which arises from or which is based upon
or  pertaining  to  RCI's  conduct  or operation of the business of RCI or RCI's
ownership,  possession  or  use  of  the  Purchased  Assets  and  employment  of
employees,  and  any other matter or state of facts relating to the transactions
contemplated  herein  subsequent  to  Closing.

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

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


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  17
<PAGE>
     10.5     Default of Indemnification Obligation.  If an entity or individual
              -------------------------------------
having  an  indemnification,  defense  and  hold  harmless  obligation, as above
provided,  shall  fail  to assume such obligation, then the party or entities or
both,  as  the  case  may  be,  to  whom  such indemnification, defense and hold
harmless  obligation  is  due  shall  have the right, but not the obligation, to
assume and maintain such defense (including reasonable counsel fees and costs of
any  suit  related  thereto)  and  to make any settlement or pay any judgment or
verdict  as  the  individual  or  entities deem necessary or appropriate in such
individual's or entities' absolute sole discretion and to charge the cost of any
such  settlement,  payment,  expense  and costs, including reasonable attorneys'
fees,  to  the  entity  or  individual  that  had the obligation to provide such
indemnification,  defense and hold harmless obligation and same shall constitute
an additional obligation of the entity or of the individual or both, as the case
may  be.

                              ARTICLE  XI
                             MISCELLANEOUS

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

(a)     If  to  RCI  and  Rick's:

          RCI Internet Holdings, Inc.
          Mr. Eric Langan, President
          505 North Belt, Suite 630
          Houston, Texas 77060
          Fax: (281) 820 1445

          With  a  copy  to:

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

          (b)     If  to  Seller  to:

          Voice  Media,  Inc.
          Ron  Levi,  President
          2533  North  Carson  Street,  Suite  1091
          Carson  City,  Nevada  89706
          Fax:     (702)  883-2384


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  18
<PAGE>
          With  copies  to:

           Howard  Rosoff
          Rosoff,  Schiffres  &  Barta
          Suite  1450
          11755  Wilshire  Blvd.
          Los  Angeles,  California  90025
          Fax:     (310)  478-1439

          Guy  Mizrachi
          c/o  National  Telemedia  Corporation
          5000  North  Parkway  Calabasas,  Suite  205
          Calabasas,  California  91302
          Fax:     (818)  591-3434

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

     11.2     Assignment.  Neither  this  Agreement  nor  any  of  the  rights,
              ----------
interests  or  obligations  hereunder  shall  be  assigned by any of the parties
without  the  prior written consent of the other parties, which consent will not
be  unreasonably  withheld.  This  Agreement  will be binding upon, inure to the
benefit  of  and  be  enforceable  by  the  parties  and their respective heirs,
personal  representatives,  successors  and  assigns.

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

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

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

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


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  19
<PAGE>
     11.7     Public  Announcements.  The  parties  hereto  agree  that prior to
              ---------------------
making  any  public  announcement  or statement with respect to the transactions
contemplated  by  this  Agreement,  the  party  desiring  to  make  such  public
announcement  or  statement  shall  consult  with  the  other parties hereto and
exercise  their  best  efforts  to  (i)  agree  upon  the text of a joint public
announcement  or  statement  to  be  made  by all of such parties or (ii) obtain
approval  of  the  other  parties hereto to the text of a public announcement or
statement  to  be  made  solely  by  the  party  desiring  to  make  such public
announcement;  provided, however, that if any party hereto is required by law to
make  such public announcement or statement, then such announcement or statement
may  be  made  without  the  approval  of  the  other  parties.

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

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

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

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

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

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

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

     11.15     Jurisdiction  and  Process.  This Agreement shall be governed by,
               --------------------------
and  its provisions construed to be in compliance with, the laws of the State of
Texas. The parties agree that venue for purposes of construing or enforcing this
Agreement  shall be proper in Harris County, Texas, if a claim is brought by the
Seller  against  RCI  or  Rick's  and is proper in Los Angeles, California, if a
claim  is  brought  by  RCI  or  Rick's  against  the  Seller.


                    ASSET  PURCHASE  AGREEMENT  -  PAGE  20
<PAGE>
                     [[[SIGNATURES  ON  FOLLOWING  PAGE]]]




                    ASSET  PURCHASE  AGREEMENT  -  PAGE  21
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Agreement
effective  as  of  the  day  and  year  first  above  written.


                                        RCI  INTERNET  HOLDINGS,  INC.


                                        By:     /s/  Eric  Langan
                                        Eric  Langan,  President


                                        RICK'S  CABARET  INTERNATIONAL,  INC.


                                        By:     /s/  Eric  Langan
                                        Eric  Langan,  President



                                        VOICE  MEDIA,  INC.


                                        By:     /s/  Ron  Levi
                                        Ron  Levi,  President



                    ASSET  PURCHASE  AGREEMENT  -  PAGE  22

Source: OneCLE Business Contracts.