Building lease between Safescript  Pharmacies Inc. (Tenant.  Lessee) and Pollard
Heines Buildings, LLC(Landlord, Lessor)

                    POLLARD HE BUILDINGS STANDARD LEASE -FORM

This lease  agreement  is made and entered  into by and between  POLLARD  HEINES
BUILDINGS,  L.L.C., (Landlord,  Lessor) and SaFescript Pharmacies, Inc. (Tenant,
Lessee). Landlord hereby leases to Tenant the improvements thereon,  hereinafter
called  the  "Leased  Premises",  known as 1321  South  Beckham,  Tyler,  Texas,
containing approximately 1,350 square feet.

The lease commencement  (effective date of lease) date is April 12, 2002 and the
rent  commencement date is June 1, 2002. The primary term of this lease shall be
2 years commencing on the rent  commencement date of June 1, 2002, and ending on
the 30th day of May, 2004.

          OPTION TO RENEW

The Tenant  herein  shall have the right to extend the terms and  conditions  of
this lease for an additional  term of one (1) year from June 1, 2004 through May
30, 2005 by giving the Landlord written notice no later than May 1, 2004 of your
intention to exercise this option.

          HOLDING OVER

Failure of Tenant to  surrender  the leased  premises at the  expiration  of the
lease  constitutes  a holding  over which shall be  construed  as a tenancy from
month to month at a rental per month 10% higher than the monthly  rental  during
the last month prior to the start of the holding over.

          RENT

Tenant  agrees to and shall pay  Landlord at 719 West Front  Street,  Suite 101,
Tyler.,  Texas,  75702,  County of Smith, Texas, or at such other place Landlord
shall designate from time to time in writing,  as rent for the leased  premises,
payable without demand iii equal monthly payments of $850.00, each in advance on
or before the lst day of each month,  commencing on June 1, 2002, and continuing
thereafter until the termination of this lease.  Rent received after the 3rd day
of the month shall be deemed delinquent.  If rent is not received by Landlord by
the 3rd day of each  month,  Tenant  shall pay a late  charge  of $15.00  plus a
penalty of $2.50 per clay  until  rent is  received  in full.  Tenant  shall pay
$25.00 for each returned check.

          SECURITY DEPOSIT

     (a) LESSEE shall pay a security  deposit.  LESSEE shall  deposit the sum of
$850.00 with LESSOR,  to be held by LESSOR in accordance with this section.  The
deposit  payment  is paid  with the  initial.  check at the time  this  lease is
executed.

     (b) LESSOR agrees to hold any such deposit for LESSEE, and it is understood
and agreed that LESSEE's  claim to the deposit shall be prior to any creditor of
LESSOR, excluding a trustee in bankruptcy.

     (c) Excluding the final rental  payment to be made under this Lease,  it at
any time  during  the terms of this  Lease,  LESSEE  shall be in default in thee
payment  of all or any  portion  of the  rent,  or of any other  sums  expressly
constituting rent under this Lease,  other than advance rental payments,  LESSOR
may  appropriate  and apply  any  portion  of tile  security  deposit  as may be
necessary  to  the  payment  of  the  overdue  rent  or  other  sums   expressly
constituting rent.

     (d) If at any time  during the term of this  Lease,  LESSEE  should fall to
repair any damage to the premises that LESSEE is required to repair  pursuant to
the terms of this Lease for a period  greater  than ten (10) days after  written
demand to make the repair is served on LESSEE by LESSOR,  LESSOR may appropriate
and apply any portion of the security deposit as may be reasonably  necessary to
make the repairs.


                                                                     Page 1 of 8
<PAGE>

Building lease between Safescript  Pharmacies Inc. (Tenant.  Lessee) and Pollard
Heines Buildings, LLC(Landlord, Lessor)


     (e) If on termination of this tenancy for any reason, LESSEE does not leave
the leased premises in reasonably  clean condition,  excluding  "normal wear and
tear", then LESSOR may appropriate and apply any portion of the security deposit
as may be reasonably  necessary to put the promises in such clean  condition. As
used in this Lease,  the term  "normal rear and tear" means  deterioration  that
occurs,  based  on  the  use  for  which  the  premises  are  intended,  without
negligence,  carelessness,  accident,  or abuse of the  premises or equipment of
chattels by the LESSEE, or the LESSEE invitees or guests.

     (f) In the event  cause  exists for  retaining  all or any  portion of the
security  deposit,  the LESSOR  shall  return too the  LESSEE the balance of the
security deposit,  if any, togethar with a written description and Itemized list
of all  deductions.  However  LESSEE shall not be entitled do any portion of the
security deposit as a refund unless LESSEE given LESSON thirty (30) days written
notice of surrendering the premises. Such deductions shall be limited to damages
and charges for which she LESSEE is legally  Liable under this Lease as a result
of  breaching  this  Lease.  The  LESSOR  shall  not be  required  to  furnish a
description  or  itemized  list of  deductions  if there are any rentals due and
unpaid at the time the LESSEE surrenders possession of the premises and there is
not controversy over the amount of certain due and unpaid.

     (g) within  thirty (30) days after  LESSEE  surrenders  the  premises,  any
remaining  portion of tine  security  deposit,  after any lawful  deductions  as
above.  shall be  returned to LESSEE,  directed  to the  address  left by LESSEE
specifically dot such purpose.

     (h) Should  lessor  tansfer his  interest  under this LESSEE In any manner,
LESSOR or LESSOR's  agent shall do one of the  following  acts,  either of which
will relieve LESSOR of further liability With respect to the deposit.

          (1)  transfer  the portion of the deposit  remaining  after any lawful
     deductions, as above, to the successor in interest, and thereafter,  notify
     LESSEE by registered  mail of the transfer,  and of the  transferee's  name
     arid  address.  On receipt  of the  remaining  deposit,  the  successor  in
     interest  of LESSOR  shall have all of the   rights  and, on receipt by the
     LESSEE of a statement  signed by the  successor  in interest  acknowledging
     receipt  of  the  responsibility  for  the  security  deposit,  all  of the
     obligations of LESSOR with respect to such deposit. or

          (2) return to LESSEE:  the portion of the deposit  remaining after any
     lawful deductions have been made.

          TAXES

Each year during the terms of this lease,  Landlord  shall pay real estate taxes
assessed against the leased promises in an amount equal to the total real estate
taxes assessed against the leased  premises.  Tenant will pay the taxes assessed
against the tenants  inventory  and equipment  and all other  property  owned by
tenant and kept on the leased premises.

          UTILITIES AND SERVICES

The parties  agree that each shall furnish and pay for utilities and services as
indicated below:

Electricity: Tenant                 Water: Tenant
             ------                        ------

Cooling:     Tenant                 Gas:   Tenant
             ------                        ------

Heating:     Tenant
             ------

Janitor & Cleaning Services:  Tenant
                              ------

Replacement of broken Glass:  Tenant
                              ------


                                                                     Page 2 of 8

<PAGE>

Building lease between Safescript Pharmmacies. Ina. (Tenant, Lessee) and Pollard
Heines Buildings, L.L.C(Landlord, Lessor)


Tenant is required to change  filters  for heating and air  conditioning  system
every 30 days.


          USE


Tenant shall use the leased  premises for the  following  purposes and no other:
PHARMACY

          DESTRUCTION AND RESTORATION

IN the event the leased premises is partially  damaged or destroyed or, rendered
partially  unfit for  occupancy by fire,  or other  casualty,  Tenant shall give
immeditate  notice to Landlord.  Landlord  many repair the damge and restore the
leased premises to substantially  the same condition as immediately prior to the
occurrence  of the casualty.  Such repairs  shall be made at Landlord's  expense
unless due to Tenant's negligence.  Landlord shall allow Tenant a fair reduction
of rent during the time the leased  premises are partially  unfit for occupancy.
If the leased  premises  are totally  destroyed  or deemed by the Landlord to be
rendered  unfit for occupancy by fire or other  casualty,  or if Landlord  shall
decide not to repair or rebuild,  this lease shall terminated and the rent shall
be paid to the time of the casualty.

          INSURANCE

The landlord shall pay for fire and extended coverage insurance on the buildings
and other  improvements  on the  leased  premises  in an amount  which  shall be
increased  yearly In  proportion  to the  increase in  replacement  costs of the
premises.  Tenant shall provide public liability and property  insurance for its
business  operations on the leased premises in the amount of $1,000,000.00 which
policy shall cover the landlord as well as the Tenant.  Said insurance  policies
required to be provided by Tenant  herein  shall name the Landlord as an insured
and shall be issued by an insurance  company approved by Landlord.  Tenant shall
provide landlord wth certificates of insurance  evidencing the coverage required
herein.  Tenant shall be solely  responsible for fire and casualty  insurance of
Tenant's  property on or about the leased premises.  If Tenant does not Maintain
public  liability and property  insurance in full force and elect,  Landlord may
note notify  Tenant of such failure and if Tenant.  does not deliver to Landlord
within 15 days after ouch notice certification  Showing all such insurance to be
in full force and effect.  Landlord  may at his option,  take out the  necessary
insurance to comply with the provision  hereof and pay the premiums an the items
specified in such notice, and Tenant covenants  thereupon on demand to reimburse
and pay Landlord any amount so paid or expanded in they payment of the insurance
premiums required thereby and specified in the notice,  with interest thereon at
the  highest  rate  permitted  by law from the date of such  payment by Landlord
until repaid by Tenant.

          LIABILITY

Unless caused by the  negligence or willful act of failure to Act of Landlord or
its agents or employees,  Tenant waives all cleaims against landlord for damages
to the property of Tenant,  resulting  from the building or its equipment  being
out or repair,  or from act or neglect of any other  tenant or  occupant  or any
accident or theft in or about the building.

          CONDITION OF PREMISES

Tenant  has  examined  and  accepts  the leased  premise , in its  present as is
condition as suitable for the purposes for which the same are leased, except for
the following Landlord repairs prior to occupancy:

     1)   Service HVAC.
     2)   Install new hand sink by current restrooms.
     3)   Make restrooms operable.
     41   Remove old cabinets at back wall.
     5)   Remove door at baack interior wall.
     6)   Replace six surface flourescent fixture covers.
     7)   Remove four intarior or paneling walls.


<PAGE>

Building lease between Safescript Pharmmacies. Ina. (Tenant, Lessee) and Pollard
Heines Buildings, L.L.C(Landlord, Lessor)

     8)   Retain most easternly  interior wall and add a lockable  interior door
          and construct a pass through  window  opening with  lockable  glass or
          wood.
     9)   Construct a new paneling wall 14.5 feet from the front door that has a
          door in its  center.  On the north side of this wall  construct  a six
          foot long Counter height opening.  On South side of this wall contruct
          a four foot long counter height  opening for a counseling  area with a
          two foot extension wall for privacy.
     10)  Install a glued-down level looped, commercial grade carpet in the area
          between the front door and the existing  front wall.  The remainder of
          lease space to be a white vinyl tile.

          MAINTENANCE, AND REPAIR

Landlord shall keep the foundation,  the exterior walls (except glass;  windows;
doors;  door  closure  devices;  windows  and door  frames,  molding,  locks and
hardware;  and interior  painting or other  treatment of exterior walls) and the
roof of the leased  premises in good repair  except that  Landlord  shall not be
required to make any repairs  occasioned  by the act or  negligence of Tenant or
his employees or  contractors.  Landlord is responsible  for  maintenance of the
common area and common area  equipment.  If Landlord is responsible for any such
repair and maintenance,  Tenant agrees to give Landlord written notice of needed
repairs. Landlord shall make such repairs within a reasonable time. Tenant shall
notify  landlord  immediately  of any emergency  repairs.  Tenant shall keep the
leased premises in good, clean condition and shall at its sole cost and expense,
make all needed repairs and  replacements,  including  replacement of cracked or
broken glass,  except for repairs and  replacements to be made by Landlord under
this section or any other section of this lease.  If any repairs  required to be
made by Tenant  hereunder are not made within ten (10) days after written notice
delivered  to Tenant by  Landlord,  Landlord  may at its  option  make such raps
repairs r n without  liability to Tenant for any loss or damage which may result
by reason of such  repairs,  and Tenant  shall pay to  Landlord  upon  demand as
additional  rent  hereunder  the  cost of such  repairs  plus  interest.  At the
termination  of this lease,  Tenant  shall  deliver the leased  premises in good
order and condition,  normal wear and tear excepted.  Normal wear and tear means
detorioration which occurs without negligence carelessness, accident or abuse.

Tenant is  responsible  for the entire cost of minor repairs and  maintenance of
the heating and air conditioning equipment.  Landlord assumes responsibility for
the entire  cost of major  repairs  and any  necessary  replacements  of the air
conditioning compressor,  the air conditioning condenser, and the heat exchanger
for the  furnace.  Minor  repairs are defined as any repairs  costing  less than
$250.00 per  occurrence,  and major  repairs era defined as any repairs  costing
$250.00 or more per occurrence. Tenant is responsible for notifying the Landlord
of defects in the system that the Landlord must repair.

          ALTERATIONS

A11 alteration, additions and improvements,  except trade fixtures, installed at
expense of Tanant,  shall  become the property of Landlord and shall remain upon
and be surrendered with the leased premises as a part thereof an the termination
of this lease.  Such  alterations,  additions and  improvements may only he made
with  the  prior  written  consent  of  landlord,  which  consent  shall  not be
unreasonably  withheld.  If Consent is granted for the making of improvements or
alterations to the leased premises,  such improvements and alterations shall not
commence  until  Tenant has  furnished  to Landlord a  certificate  of insurance
allowing coverage in an amount  satisfactoy to Landlord  protectin Landlord from
liability for injury to any person and damage to any personal property on or off


                                                                     Page 4 of 8
<PAGE>
Building lease between Safescript Pharmmacies. Ina. (Tenant, Lessee) and Pollard
Heines Buildings, L.L.C(Landlord, Lessor)





the leaetd  premises,  in  connection  with the making of such  improvements  or
alterations.  No  equipment or  structure  or  advertising  of any kind shall he
placed on the roof or elsewhere on the leased  premises by Tenant  without prior
written  permission of Landlord.  If such  permission  is granted,  such work or
installation shall be done At Tenant's expense and in such amanner that the roof
shall not be damaged thereby. If such equipment or item is removed from the roof
by Tenant,  Tenant shall  promptly  repair at its expense any damages  resulting
from such removal.  At the  termination of this lease,  Tanant shall deliver the
leased  premises  in  good  order  and  condition,  natural  deterioration  only
excepted.  Any damages caused by the  installation  or removal of trade fixtures
shall be repaired at Tenant's expense prior to the expiration of the lease term.
All alterations,  imporovements,  additions, and repairs made by Tenant shall be
made in good and workmanlike manner.

          COMPLIANCE WITH LAWS AND REGOT-ATIO14

Tenant shall, at its own expense,  comply with all laws, order, and requirements
of all  governmental  entities  with  reference to the use and  occupancy of the
leased premises.  Tenant and Tenant's agents, employees and invitees shall fully
comply with any rules and  regulations  governing  the use of the  buildings  or
other improvements to the leased promises required by the Landlord. Landlord may
make  reasonable  changes  in such  rules and  regulations  from time to time as
deemed  advisable for the safety,  care and cleanilness of the leased  premises,
provided same are in writing and are not in conflict with this lease..

          ASSIGNMENT AND SUBLETTING

Tenant  shall not  assitn  this lease nor  sublet  the  leased  premises  or any
interest therein without first obtaining the written consent of the Landlord. An
assignment or subletting  without the written  consent of Landlord shall be void
and shall, at time option or Landlord, terminate thisa lease.

          TENANT DEFAULT AND REMOVAL OF ABANDONED PROPERTY

If Tenant abandons the premises or otherwise  defaults in the performance of any
obligations or covenants  herein,  Landlord may enforces the performance of this
lease in any manner  provided by law. This lease may be terminated at Landlord's
discretion  if such  abandonment  or default  continued  for a poriod of 10 days
after Landlord  notifies Tenant of such abandonment or default and of Landlord's
intention  to  declare  this  lease  terminated.  Such  notice  shall be sent by
Landlord to Tenat at Tenant's  last known  address by certified  mail. If Tenant
has not completely removed or cured default within the 10 day period, this lease
shall  terminate.  Thereafter,  Landlord  or its  agents  shall  have the right,
without  further notice or demand,  to enter the leased  premises and remove all
property  without being deemed guilty of trespass and without  waiving any other
remedies for arrears of rent or breach of covenant.  Upon abandonment or default
by the Tenant,  the remaining  unpaid  portion of the rental from the paragraphs
herein  shall become due and payable.  For purposes of this  section,  Tenant is
presumed to have abandoned the premises if goods,  equipment, or other propertv,
in an amount  substantial  enough to  indicate a probable  intent to abandon the
premises, is being or has been reanoved from the premises and the removal is not
within the normal course of Tenant's business.  Landlord ahall have the right to
store any property of Tanant that remains on premises that is abandoned; and, in
addition to Landlord's other rights, Landlord may dispose of the stored property
if Tenant does not claim the property within 60 days aftar the date the property
is stored.  provided  Landlord  delivers by certified mail to Tenant at Tenant's
last known  address a notice  stating  that  Landlord  may  dispose of  Tenant's
property if Tenant doem not claim the propcrty within 60 days after the date the
property is stored.

          INTERRUPTION OF UTILITIES

Landlord or  Lanlord's  agent may not  interrupt  or cause the  interruption  of
utility  services  paid  directly  to  the  utility  company  by  Tenant  unless
interruption results from bona fide repairs,  construction,  or an emergency. If
any utility  services  furnished by Landlord are  interrupted and continue to be
interrupted  despite the good faith effort of Landlord to remedy same,  Landlord
shall not be liable in any  respect  for  damages to the person or  property  of


                                                                     Page 5 of 8






<PAGE>

Building lease between Safescript Pharmmacies. Ina. (Tenant, Lessee) and Pollard
Heines Buildings, L.L.C(Landlord, Lessor)




Tenant or Tenant's employees,  agents or guests, and same shall not be construed
as grounds for  constructive  eviction or abatement of rent .Landlord  shall use
reasonable diligence to repair and remedy such interruption promptly.


          EXCLUSION of TENANT

Landlord may not intentionally  prevent Tenant from entering the leased premises
except by Judicial  process  unless the exclusion  results  from:  (a) bona fide
repairs,  construction,  or an emergency;  (b) removing the contents of premises
abandoned  by  Tenant;  or (c)  changing  the door  locks of Tenant in the evant
Tenant is  delinquent  in  paying at least  part of the  rent.  If  Landlord  or
Landlord's  agent  changed  the door  Locks of  Tenant,  in the event  Tenant is
delinquent  in paying rent,  landlord or  Landlord's  agent must place a written
notice on Tenant's  front door stating the name and address or telephone  number
of the individual or company from unich the new key may be obtained. The new key
is required to be provided only during Tenant's regular business hours.

          LIEN

Landlord  is  granted an  express  contractual  lien,  in  addition  to any lien
provided by law, and a security  interest in all property of Tenant found on the
leased premises to secure the compliance by Tenant with all terms of this lease.

          SUBORDINATION

Landlord  is  hereby  irrevocably  vested  with  full  power  and  authority  to
subordinate  this lease to any mortgage,  deed of trust, or other lien hereafter
placed on the  demised  premises  and Tenant  agrees on demand to  execute  such
further instruments  subordinaring this lease as Landlord may request,  provided
such  subordination  shall be on the express conditions that this lease shall be
recognized  by the  mortagagee,  and the rights of Tenant  shall  remain in full
force and effect during the term of this leases so long as Tenant shall continue
to perform all of the convenants and conditions of this lease

          INDEMNITY

Landlord and its  employees and agents shall not be liable to Tenant or Tenant's
employees, patrons, visitors, invitees or any other persons for any injury to to
any such persons or for damages to personal property caused by an act, omission,
or neglect of Tenant or Tenant's  agents or of any other  tenant on the premises
of which the leased  premises is a part.  Tenant  agrees to  indemnify  and hold
Landlord and its employees and agents  harmless from any and all claims for such
injury and damages, Whether the injury occurs on or off the leased premises.

          FIRE EXTINGUISHER

Tenant  must  furnish a fire  extinguisher  with a minimum of 2AI08C and have it
checked and tagged yearly by an authorized  State Inspector and furnish Landlord
a copy of statement.

          SIGNS

Tenant shall note post or paint any signs at, on or about the leased premises or
paint the exterior walls of the building except with the prior written  constent
of the Landlord. Tenant may, with prior written consent of that Landlord, have a
sign int the  canopy  consistent  with size and style of others in the  Shopping
Center,  and one slot on the free standing sign on Beckham.  Landlord shall have
the right to remove any sign or signs in order to maintain that leased  premises
or to make any repairs of alterations thereto.



                                                                     Pagc 6 of 8





<PAGE>

Building lease between Safescript Pharmmacies. Ina. (Tenant, Lessee) and Pollard
Heines Buildings, L.L.C(Landlord, Lessor)


          TENANT BANKRUPTCY

If Tenant  becomes  bankrupt  of make  voluntary  assignment  for the benefit of
creditors or if a receiver is appointed for Tenant,  Landlord may terminate this
lease by giving five (5) days written  notice to Tenant of Landlord's  intention
to do so.

          CONDEMNATION

If the whole or any  substantial  part of the leased  premises  is taken for any
public or quasi-public use under any governmental  law,  ordinance or regulation
or by right of  eminint  domain  or  should  the  leased  premises  be sold to a
comdemning  authority under threat of  condemnation,  this lease shall terminate
and the rent shall be abated during the unexpired portion of the lease effective
fromthe date of the physical taking of the leased premises.

          NOTICES

Notices to Tenant shall be by certified  mail or, other  delivery to0 the leased
premises  or to Tenant's  last known  address.  Notices to Landlord  shall be by
certified mail to the place where rent is payable.

          DEFAULT BY LANDLORD

In the event or breach by Landlord of any covenant, warranty, term or obligation
of this lease,  then  Landlord's  failure to cure same or commmence a good faith
effort to cure same within 1O days after written  notice thereof by Tenant shall
be considered a default and shall entitle Tenant to terminate this lease.

          SIGNS

During the last 30 days of this  lease,  a "For sale" Sign  and/or a "For Lease"
sign may be  displayed  on the leased  premises  and the leased  premises may be
shown ac reasonable times to prospective purchasers or tenant.

         RIGHT OF ENTRY

Landlord shall have the right during normal  business hours to enter the demised
premises:  (a) to inspect the general  condition and state of repair thereof (b)
to make  repairs  required or permitted  under this lease,  or (c) for any other
reasonable purpose.

          WAIVER OF BREACH

The waiver by  Landlord of any breach of any  provision  of this lease shall not
constitute a continuing  waiver or a waiver of any subsequent breach of the same
or a different provision of this lease.

          TIME OF ESSENCE

Time is expressly declared to be of the essence in this lease.

          BINDING Of HEIRS ANDS ASSIG14S

Subject to the provisiona of this lease pertaining to assignment of the Tenant's
interest all, provisions of this lease shall extent to and bind, or inure to the
benefit not only of the parties to this lease but to each and every one of their
heirs,  executors,  representatives,  successors,  and  assigns of  Landlord  or
Tenant.

          RIGHTS AND REMEDIES CUMULATIVE

The rights and remedies by this lease  agreement era  cumulative  and the use of
any one right,  or remedy by either  party shall not preclude or waive its right
to use any or all other remedies. Said rights and remedies are given in addition
to any  other  rights  the  parties  may  have by law,  statute,  ordinance,  or
otherwise.

                                                                     Page 7 of 8


<PAGE>

Building lease between Safescript Pharmmacies. Ina. (Tenant, Lessee) and Pollard
Heines Buildings, L.L.C(Landlord, Lessor)


          TEXAS LAW TO APPLY

This agreement  shall be construed  under and in accordance with the laws of the
State of Texas.

          LEGAL CONSTRUCTION

In case any one or more of the provisions  contained in this agreement shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity,   illegality,  or  unenforceablility  shall  not  affect  any  other
provision  hereof and this  agreement  shall be  construed  as if such  invalid,
illegal or unenforceable provision had never been contained herein.

         PRIOR AGREEMENTS SUPERSEDED

This  agreement  constitutes  the sole and only agreement of the parties to this
lease and  superseades  any prior  understandings  or written or oral agreements
between the parties respecting the subject matter of this lease.

          AMENDMENT

No amendment,  modification,  or alteration of the terms hereof shall be binding
unless it is in writing,  dated susaquent to the date hereof,  and duly executed
by the parties

          ATTORNEY' FEES

Any signatory to this lease  agreement who is the prevailing  party in any legal
proceeding  against any other  signatory  brought under or with relation to this
lease agreement or this  transaction  shall be additionally  entitled to recover
court costs,  reasonable  attorney  fees, and all other  out-of-pocket  costs of
litigation,   including   deposition,   travel  and  witness  costs,   from  the
nonprevailing party

THIS IS A LEGAL DOCUMENT. READ IT CAREFULLY. IF YOU D0 NOT UNDERSTAND THE EFFECT
OF ANY PART OF THIS AGREEMENT, SEEK COMPETENT LEGAL ADVICE.

Executed this 12th day of April, 2002. 2002,


MAKE CHECKS PAYABLE' POLLAR-HEINES BUILDINGS, LLC






  /s/ Curtis Swanson                    /s/ Martin Heines
-------------------------              -----------------------------------------
                                       Martin Heines Real Estate Services
NAME:  Curtis Swanson                  Manager for Pollard-Heines Buildings, LLC
       ------------------              719 West Front Street, Suite 101
                                       Tyler, TX  75702
It's: President
      -------------------
      (President, etc.)


MAKE CHECKS PAYABLE:  POLLARD HEINES BUILDINGS, LLC

State of Texas
County of Harrison
Subscribed  and sworn  before me this 12th day of April 2002,  Curtis A. Swanson
and Martin Heines.



[GRAPHIC OMITTED]                       Jean M. Hedges
                                        --------------
                                        Notary Public
                                        commission exp. 6/30/2005

                                                                     Page 8 of 8