Exhibit 10.12

                                 EXECUTION COPY

THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1993, AS AMENDED
(THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES LAWS AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL THIS NOTE
IS REGISTERED  UNDER THE SECURITIES ACT AND APPLICABLE  STATE SECURITIES LAWS OR
AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

                                 PROMISSORY NOTE
                                 ---------------

US $202,250.79                                                   August 28, 2002

                                  Dallas, Texas

         FOR VALUE RECEIVED, MedSolutions,  Inc., (the "Borrower"),  promises to
pay to the order of Vivian S. Eriksen, a resident of the State of Colorado, (the
"Lender"), the principal sum of up to TWO HUNDRED TWO THOUSAND TWO HUNDRED FIFTY
DOLLARS AND SEVENTY NINE CENTS ($202,250.79) as provided below.

         Loan.  Borrower has borrowed the principal sum of up to Two hundred two
thousand two hundred  fifty  dollars and Seventy Nine Cents  ($202,250.79)  from
Lender.

         Payments.  Borrower  shall pay to Lender 60 equal  monthly  payments of
$4297.23 consisting of Principal and Interest due and payable on the 28th day of
each month  commencing  with the 1st payment on September 28, 2002. This payment
may be made in conjunction  with payments from other Promissory Notes due Lender
by Borrower.

         Principal and Interest
         ----------------------

         The principal  amount of this Note  together with all accrued  interest
shall be paid in full on the  earlier to occur of (i) August  28,  2007,  or the
date on which payment of such principal is accelerated  pursuant to Section 8 of
this Note.

         The  Borrower  also  promises to pay  interest on the unpaid  principal
amount  hereof  from the date  hereof  until paid at a rate equal to ten percent
(10%) per annum.

         If any  amount  is not paid when due  hereunder  (at  stated  maturity,
following  acceleration  or otherwise),  such unpaid amount shall bear interest,
payable on demand,  after as well as before judgment,  from the date such amount
became due at a rate equal to ten percent (10%) per annum.

         Upon  payment in full of all  amounts  due under  this Note,  this Note
shall be cancelled by the Lender and returned to the Borrower.

<PAGE>

         Manner of Payment
         -----------------

         Payment and satisfaction of the Borrower's  obligations under this Note
shall be paid by Borrower,  in the exercise of its sole and absolute discretion,
either: (i) in immediately  available funds in lawful money of the United States
of America  ("Funds");  (ii) by delivery to Lender by Borrower  shares of Common
Stock of Borrower in an amount  agreed to by the Parties at the time of payment;
or (iii) by payment of any  combination  of Funds and Collateral as Borrower may
determine.  Payment by Borrower  shall be made to Lender at the office of Lender
or such other place as the Lender may direct in writing.  Payment by Borrower of
either Funds or Common Stock,  or any  combination  thereof shall  terminate and
satisfy all of Borrower's obligation and liabilities under this Note.

         Prepayment.  (a) The  accrued  but unpaid  interest on this Note may be
prepaid in whole or in part at any time  without  penalty or premium and (b) the
unpaid principal  balance of this Note may be prepaid in whole or in part at any
time without premium or penalty, but only if all accrued interest is paid to the
date of such prepayment.

         Security.  To secure the full and  prompt  payment to the Lender of the
Borrower's  obligations  and  liabilities  under this Note,  the Borrower  shall
contemporaneously  herewith  grant a  security  interest  in  certain  specified
collateral  pursuant to that  certain (a)  Collateral  Assignment  and  Security
Agreement of even date herewith between the Borrower and the Lender (as the same
shall be amended,  supplemented  or modified from time to time, the  "Collateral
Assignment and Security Agreement").

         1. Set-off.  The Borrower agrees that, upon and after the occurrence of
an Event of Default (as hereinafter  defined),  the Lender is hereby authorized,
at any time and from time to time  without  notice to the  Borrower,  to set off
against and to appropriate and apply to the payment of the amounts due hereunder
(whether matured or unmatured), any and all amounts that the Lender is or may be
obligated to pay over to the Borrower.

         Representations and Warranties. The Borrower represents and warrants to
the Lender that:

         Corporate Authority;  Due Authorization.  The Borrower is a corporation
duly  incorporated,  validly existing and in good standing under the laws of the
State of Texas  and is duly  qualified  or  licensed  as a  corporation  in good
standing under the laws of each other jurisdiction wherein failure to so qualify
could not  reasonably be expected to have a material  adverse  effect on (i) the
business,  operations or conditions  (financial or otherwise) of the Borrower or
(ii) the ability of the Borrower to repay or perform its obligations  hereunder.
The  Borrower  has the power to execute  and  deliver and carry out the terms of
this Note and has taken all necessary  action  (including,  without  limitation,
shareholder  approval,  if necessary) to authorize the  execution,  delivery and
performance of this Note and the performance of its obligations hereunder.

<PAGE>

         No Conflict. The Borrower's execution,  delivery and performance of its
obligations  under this Note do not and will not contravene or conflict with any
provision of (i) applicable law, rule or regulation,  (ii) any judgment,  decree
or order applicable or binding upon the Borrower, (iii) the corporate charter or
bylaws of the  Borrower or (iv) any  agreement  or  instrument  binding upon the
Borrower or upon any assets or property of the  Borrower  for which the Borrower
has  obtained  the  necessary  consent  or waiver of the other  parties  to such
agreement or instrument.

                  No Default. The Borrower is not in default under any agreement
         or instrument  binding upon the Borrower or upon any assets or property
         of the Borrower,  which default could have a material adverse effect on
         (i) the business,  operations or condition  (financial or otherwise) of
         the  Borrower or (ii) the  ability of the  Borrower to repay or perform
         its obligations hereunder, except as previously disclosed to the Lender
         prior to the date hereof.

                  Enforceable  Obligation.  This  Note is the  legal,  valid and
         binding obligation of the Borrower  enforceable against the Borrower in
         accordance   with  its  terms   subject  to   bankruptcy,   insolvency,
         reorganization,  moratorium  and similar laws of general  applicability
         relating to or  affecting  creditors'  rights and to general  equitable
         principles.

                  Litigation,  etc.  No  litigation,   arbitration  proceedings,
         governmental  proceedings or investigations  or regulatory  proceedings
         are pending or, to the best of its  knowledge,  threatened  against the
         Borrower which could  reasonably be expected to have a material adverse
         effect on (i) the  business,  operations  or  condition  (financial  or
         otherwise) of the Borrower or (ii) the ability of the Borrower to repay
         or perform its obligations  hereunder other than those described in the
         Borrowers  Form  10K-SB,  or any  amendments  thereto,  filed  with the
         Securities and Exchange Commission (SEC).

         Covenants. The Borrower agrees that: (a) it will maintain its corporate
existence and good standing in each jurisdiction  wherein such  qualification is
necessary;  (b) it will promptly  upon learning of the  occurrence of any of the
following,  furnish to the Lender notice of such  occurrence and the steps being
taken by the Borrower with respect  thereto:  (i) the occurrence of any Event of
Default  or (ii) the  institution  of,  or any  adverse  determination  in,  any
material litigation, arbitration proceeding or governmental proceeding.

         Events of Default.  If any of the following  events  (herein  called an
"Event of Default") shall occur or exist:

                  (a) Payment Default. The Borrower fails to make any payment on
         this Note when due;

                  (b)  Other  Defaults.   The  Borrower  fails  to  perform  any
         obligation or breaches any covenants contained in this Note,

<PAGE>

                  (c)  Representations  and Warranties.  Any  representation  or
         warranty made by the Borrower  herein or in the  Collateral  Assignment
         and Security Agreement is false or misleading in any material respect;

                  (d)  Bankruptcy.   There  shall  have  occurred  an  Event  of
         Bankruptcy (as hereinafter  defined) with respect to the Borrower;  for
         purposes hereof,  an "Event of Bankruptcy"  means,  with respect to any
         person,  the  occurrence of any of the  following  with respect to such
         person: (i) a court or governmental  agency having  jurisdiction in the
         premises  shall  enter a decree or order for  relief in respect of such
         person  in  an  involuntary  case  under  any  applicable   bankruptcy,
         insolvency  or  other  similar  law  now or  hereafter  in  effect,  or
         appointing  a  receiver,  liquidator,   assignee,  custodian,  trustee,
         sequestrator   (or  similar   official)  of  such  person  or  for  any
         substantial   part  of  its  assets  or  ordering  the  winding  up  or
         liquidation of its affairs;  (ii) there shall be commenced against such
         person an involuntary case under any applicable bankruptcy,  insolvency
         or  other  similar  law  now or  hereafter  in  effect,  or  any  case,
         proceeding  or  other  action  for  the   appointment  of  a  receiver,
         liquidator,  assignee,  custodian,  trustee,  sequestrator  (or similar
         official) of such person or for any  substantial  part of its assets or
         for the winding up or liquidation of its affairs,  and such involuntary
         case  or  other  case,   proceeding   or  other   action  shall  remain
         undismissed,  undischarged  or unbonded for a period of 60  consecutive
         days;  (iii) such  person  shall  commence a  voluntary  case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in  effect,  or  consent  to the  entry of an order  for  relief  in an
         involuntary  case under any such law, or consent to the  appointment or
         taking  possession  by a  receiver,  liquidator,  assignee,  custodian,
         trustee,  sequestrator (or similar  official) of such person or for any
         substantial  part of its assets or make any general  assignment for the
         benefit of  creditors;  or (iv) such person  shall admit in writing its
         inability to pay or otherwise  fail to pay its debts  generally as they
         become due;

                  (e)  Judgments.  One  or  more  non-interlocutory   judgments,
         non-interlocutory  orders,  decrees  or  arbitration  awards  shall  be
         entered against the Borrower involving in the aggregate a liability (to
         the extent not covered by independent third-party insurance as to which
         the  insurer  does not  dispute  coverage)  as to any single or related
         series of  transactions,  events or conditions of $500,000 or more, and
         the same shall  remain  unsatisfied,  unvacated  and  unstayed  pending
         appeal for a period of 30 days after the entry thereof ; or

                  (f) Asset Sales. The Borrower sells, transfers, distributes or
         disposes  of  all or  substantially  all of its  assets  or  merges  or
         consolidates with another person or entity;

then the Lender may, by written  notice to the  Borrower,  declare the principal
amount  plus  accrued  interest on this Note to be  immediately  due and payable
(provided that upon the occurrence of an Event of Default,  the principal amount
plus  accrued  interest on this Note shall  become  immediately  due and payable
without  any action by the  Lender),  whereupon  the same  shall  become due and
payable without demand,  presentment,  protest or other notice, all of which are
hereby expressly  waived,  and exercise all other rights available to the Lender
under  applicable law or otherwise.  The Lender's rights and remedies  hereunder
are cumulative and non-exclusive.

<PAGE>

         Waiver.  No delay  on the part of the  Lender  in the  exercise  of any
right,  power or remedy shall operate as a waiver thereof,  nor shall any single
or partial  exercise by the Lender of any right,  power or remedy preclude other
or further  exercise  thereof,  or the  exercise  of any other  right,  power or
remedy.  No waiver by the  Lender  of any  right or  remedy  hereunder  shall be
effective  unless in a writing signed by the Lender.  The Borrower hereby waives
diligence,  presentment,  protest,  demand and notice of every kind and,  to the
fullest  extent  permitted by law, the right to plead any statute of limitations
as a defense to any demand hereunder.

         Amendments.  No amendment,  modification  or waiver of, or consent with
respect to, any  provision of this Note shall in any event be  effective  unless
the same shall be in writing and signed and  delivered  by the Lender,  and then
any such amendment,  modification,  waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.

         Governing Law. This Note shall be an instrument made under and governed
by the laws of the State of Texas  without  regard to its  internal  conflict of
laws rules.

         2.  No  Oral  Agreements.  This  Note  (together  with  the  Collateral
Assignment and Security  Agreement)  represents the final agreement  between the
Borrower  and the Lender  regarding  the  subject  matter  hereof and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the Borrower and the Lender.  There are no unwritten oral agreements  between
the Borrower and the Lender.

         Severability.  Wherever possible,  each provision of this Note shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this Note shall be  prohibited by or invalid under such
law, such provision shall be ineffective  only to the extent of such prohibition
or  invalidity,  without  invalidating  the  remainder of such  provision or the
remaining provisions of this Note.

         Successors  and  Assigns.  This Note shall be binding upon the Borrower
and upon the Borrower's  successors and assigns,  and shall inure to the benefit
of the Lender and the Lender's  successors and assigns.  The Borrower shall have
no right to assign its rights or delegate its duties and obligations  under this
Note.

         Costs and  Expenses.  The Borrower  promises to pay,  upon the Lender's
demand therefore, all costs and expenses,  including reasonable attorneys' fees,
incurred in the collection and enforcement of this Note.

         Notice. To be effective,  all notices,  requests and demands under this
Note shall be in writing and, unless otherwise expressly provided herein,  shall
be deemed to have been duly given or made (a) in the case of  delivery  by hand,
when  delivered,  (b) in the case of  delivery  by mail,  three days after being
deposited  in the mails,  postage  prepaid,  or (c) in the case of  delivery  by
facsimile transmission,  when sent and receipt has been confirmed,  addressed as
follows:

<PAGE>

         The Borrower:                      MedSolutions, Inc.
                                            12750 Merit Drive #770
                                            Dallas, Texas 75251
                                            Attention: Matthew Fleeger/Sam Hicks

         The Lender:                        Vivian S. Eriksen
                                            P.O. Box 847
                                            Monte Vista, Colorado 81144


         Consent to Jurisdiction.  The Borrower hereby  irrevocably  agrees that
any suit, action, proceeding or claim against it arising out of, or relating to,
this Note, the Security Agreements or any other related document or any judgment
entered by any court in respect thereof may be brought and enforced in any state
or federal  court  sitting in Dallas  County,  Texas,  and the  Borrower  hereby
irrevocably  submits to the  non-exclusive  jurisdiction  of such courts for the
purpose  of  any  suit,  action,   proceeding  or  claim.  The  Borrower  hereby
irrevocably waives, to the fullest extent allowed by law, any objection which it
may now or hereafter have to the laying of venue of any suit, action, proceeding
or claim arising out of or relating to this Note, the Collateral  Assignment and
Security Agreement or any other related document brought in any state or federal
court sitting in Dallas County,  Texas, and hereby  irrevocably waives any claim
that any suit, action, proceeding or claim was brought in an inconvenient forum.
The Borrower further  irrevocably  consents to the service of process out of any
of the aforementioned  courts in any such action,  suit,  proceeding or claim by
the mailing of copies  thereof by  certified  mail,  return  receipt  requested,
postage prepaid, to its address set forth above. Nothing herein shall affect the
right of the Lender to commence legal  proceedings or otherwise  proceed against
the Borrower in any  jurisdiction or to serve process in any manner permitted by
applicable law.

         Headings;   Captions;   Arrangements.   The   headings,   captions  and
arrangements used herein are, unless specified  otherwise,  for convenience only
and shall not be deemed to limit,  amplify or modify the terms hereof nor affect
the meaning thereof. Whenever herein the singular number is used, the same shall
include the plural where  appropriate,  and vice versa;  and words of any gender
herein shall include each other gender where  appropriate.  The words  "herein,"
"hereof" and "hereunder," and other words of similar import,  refer to this Note
as a whole  and not to any  particular  part or  subdivision  hereof.  Reference
herein to "Section(s)" are to sections of this Note.

<PAGE>

         IN WITNESS  WHEREOF,  the Borrower has executed and delivered this Note
as of the day and year and the place first above written.



                                           MEDSOLUTIONS, INC. (Borrower)


                                           By: /S/ MATTHEW H. FLEEGER
                                              ----------------------------------
                                              Matthew H. Fleeger, President/CEO

                                           By: /S/ SAM HICKS
                                              ----------------------------------
                                              Sam Hicks, Chief Financial Officer

                                           VIVIAN S. ERIKSEN (Lender)

                                           By: /S/ VIVIAN S. ERIKSEN
                                              ----------------------------------
                                              Vivian S. Eriksen