LEASE AGREEMENT

THE STATE OF TEXAS
COUNTY OF GREGG

     This Lease  Agreement is made this Jan 1 , 0 2 , between Texas Home Health,
Inc. of Longview,  Gregg County,  Texas,  hereinafter called Lessor, and R T I N
Holding Inc. hereinafter called Lessee, as follows:


                                       1.

Demised Premises
----------------

Lessor, for and in consideration of the rental agreements
and other  agreements  herein  contained to be performed by Lessee,  does hereby
let, lease, and demise Lessee,  subject to the terms and conditions hereof, said
real  property,  easements,  rights,  privileges,  and other  appurtenances  and
improvements  herein  described shall be collectively  called the Lease Premises
located at 3212 North 4th St. Longview, Texas, 75605. -

                                       2.

Leasehold Term
--------------

The term of this lease  shall be for a period of Two (2) years)  with a one year
option to be  negotiated  at the end of the 2nd year and shall  commence  on the
first (1st) day of January 2002,  and shall expire on the __31st_day of December
2004.

                                       3.

Security Deposit
----------------

Lessor  specifically  asks for a security  deposit  from Tenant in the amount of
monthly lease. $500.00 already received. $500.00 Balance

                                       4.

Rental
------

During the term of this lease, Lessee agrees and binds itself to pay $1000.00 as
monthly rental at Texas Home Health, Inc., 6044 Red Mason Road, Longview, Texas,
75650,  on or before the first day of each calendar month  beginning  January 1,
2002. Rent paid after the fifth will have a $50.00 late charge;  after the tenth
a $100.00 late  charge;  after the  fifteenth a $200.00 late charge.  Failure to
make such  payments  on or before  said date shall be a material  breach of this
lease. Please make checks payable to Texas Home Health. Inc.



<PAGE>


                                       5.

Alterations
-----------

It is  understood  and  agreed  by  Lessor  and  Lessee  that  all  alterations,
additions,  and improvements,  including  initial  alterations,  additions,  and
improvements necessary to make the premises suitable for Lessee's business shall
be the sole responsibility of Lessee.  Addition- ally, Lessee shall not make any
alterations,  additions,  or improvements to the Leased Premises or improvements
thereon  without  the  prior  written  consent  of  Lessor,  which  alterations,
additions  and/or   improvements  shall  became  the  property  of  Lessor  upon
termination  of this lease.  All  improvements  made shall be made in accordance
with the codes set by the City of  Longview.  All trade  fixtures  placed on the
Leased Premises by Lessee shall remain the property of Lessee,  and Lessee shall
be entitled to remove the same upon termination of thus lease, provided that all
rentals and other sums payable  hereunder  have been fully paid and the premises
restored  to the  condition  thereof  prior to the  installation  of such  trade
fixtures,  ordinary wear and tear  excepted.

                                       6.

Repairs and  Maintenance
------------------------

Lessor shall, at its sole cost and expense, maintain and keep in good repair and
condition all structural  portions of the Leased  Premises,  including  exterior
walls,  foundation and roof, common areas,  including  driveway and parking lot,
exterior plumbing and. wiring,  and all heating and air conditioning  equipment,
and any and all other repairs necessary to maintain said premises in a condition
suitable to the operation of Lessee's  business.  Lessee agrees to maintain said
premises in a condition equal to that condition  existing on the premises at the
beginning of this lease, ordinary wear and tear excepted.

Assignment of Lease
-------------------

Lessee may not sublet without prior written consent of Lessor.




                                                                          Page 2


<PAGE>


                                       8.

Use of Premises
---------------

It is understood  that the Leased Premises will be used by Lessee or its assigns
for the purpose of Pharmacy and for no other purpose.

                                       9.

Ordinances
----------

Lessee shall not make or allow to be made any unlawful,  improper,  or offensive
use of the premises, and Lessee agrees to obey all laws, ordinances,  rules, and
regulations now in effect or hereafter  enacted by any lawful  governmental body
with respect to the Leased Premises.


                                       10.

Damage to Premises
------------------

During the term of this lease, or this lease extended, if any property of Lessee
in or on the Leased  Premises  is  destroyed  or damaged by water,  fire,  stow,
flood,  or any similar act of God, or by other means or by any other agency,  no
part of such loss or damage is to be paid by Lessor,  nor shall Lessor be liable
therefor.

The  Lessor  agrees to keep in effect  during the term of this lease a policy of
fire and extended  coverage  insurance upon the Leased  Premises,  written by an
insurance  company  licensed in Texas and  authorized to do business  within the
State of Texas where the Leased Premises are located, in an amount not less than
that required by the standard eighty percent  (80(degree)o)  coinsurance clause.
Such policy of insurance shall provide  protection against the losses so insured
for the benefit of Lessor, to restore the building with all reasonable dispatch,
in which  event  this  lease  shall be  maintained  in full  force and effect as
provided  for  herein.   Rentals  provided  for  herein  during  the  period  of
reconstruction  shall abate in  proportion  to the amount of  building  which is
untenable or unsuitable  for use by Lessee from the date of such casualty to the
date when the building is ready for occupancy after rebuilding or reconstruction
thereof.

                                                                          Page 3



<PAGE>


                                       11.

Holding Over
------------

Upon  termination  of this lease  whether by  expiration of the original term of
this lease or this lease as extended or otherwise,  Lessee shall peaceably yield
and deliver unto Lessor the Leased Premises in as good condition as the same may
be at the date of commencement  of the term hereof,  reasonable wear and tear or
acts of God  excepted.  Any holding over or  repossession  by the Lessee for any
reason  whatsoever after termination of this lease shall not operate to renew or
extend  the term of this  lease but shall be  construed  to be a  month-to-month
tenancy at double the amount of the base rental above stipulated.  No extension,
renewal,  or change in thus lease shall be valid without the written  consent of
the Lessor and Lessee.

                                       12.

No Waiver
---------

No waiver by either party of any default or breach of any  covenant,  condition,
provision,  or stipulation  contained in this lease shall be treated as a waiver
of any  subsequent  default  or  breach  of the same or of any  other  covenant,
condition,  provision,  or stipulation hereunder and any delay in enforcement or
non-enforcement by either party of its rights and and remedies for the breach of
any  covenant,  condition,  provision,  or  stipulation  herein,  shall  not  be
construed to be a waiver of any  subsequent  breach or default of any  covenant,
condition,  provision, or stipulation hereunder.  The rights and remedies of the
parties hereto shall be cumulative and in addition to any other rights  afforded
by law.

Should  the  Leased  Premises  by  damaged  in whole or in part by fire or other
casualty  against  which  Lessor has agreed to insure as provided  for above and
which will cover the cost of restoration or  reconstruction of the damage caused
by such fire or other casualty,  Lessor shall  forthwith  proceed to repair such
damage and restore the premises to substantially  the same condition as the same
was in prior to such  casualty,  and the rental  hereunder  shall  abate for the
period of time during which the premises is untenable or unsuitable for Lessee's
purposes  by reason of such  damage  (or if only a portion of such  premises  is
untenable and  unsuitable by reason of such damage and the remaining  portion is
tenable and suitable,  then the rental shall be abated upon a proper  allocation
in proportion to the amount of damage).

                                                                          Page 4



<PAGE>


In the event such loss occurs  within the last six (6) months of the term hereof
and constitutes substantial damage to the premises.  Lessor shall have the right
and privilege to elect not to rebuild,  repair,  and reconstruct the building on
the premises and upon making such  election  (which shall be exercised  prior to
thirty (30) days after such damage or destruction occurs), Lessor tray terminate
this lease effective upon written notice to Lessee.

In the event the building is damaged in whole or in part due to casualty against
which the Lessor does not agree to insure and such damage  renders such building
substantially  untenable or unsuitable  for Lessee's  purposes,  then Lessor may
elect to terminated  this Lease by giving  written notice of such fact to Lessee
within  thirty (30) days after the date of such  casualty and efective as of the
date of such notice this lease shall be  terminated  and of no further force and
effect,  and Lessor's  election of remedy shall not impair Lessor's right to any
other remedy.

                                      13.

Events of Default
-----------------

In addition to the other events of default set out herein,  the following  shall
be deemed to be default by Lessee under this lease:

(a)  Lessee  shall  become  insolvent  or  shall  make a  transfer  in  fraud of
     creditors or shall make an assignment for the benefit of creditors;

(b)  Lessee  shall file a petition  under any section or chapter of the National
     Bankruptcy  Act,  as  amended,  or under any  similar law or statute of the
     United States or any state thereof; or Lessee shall be adjudged bankrupt or
     insolvent in proceedings filed against Lessee thereunder;

                                                                          Page 5

<PAGE>



(c)  A receiver or trustee  shall be appointed for all or  substantially  all of
     the assets of Lessee.

                                       14.

Lessor's Remedy
---------------

Should Lessee  breach this lease or commit an event of default as set:  forth in
Paragraph 12 above, then the Lessor shall have the option to:

(a)  Terminate  this lease,  re-enter  the  premises and remove all persons and'
     Lessee's  property  therefrom  without being deemed guilty of any manner of
     trespass and without prejudice to arty other remedies for arrears of rental
     or breach of covenant; and/or

(b)  In. his own name,  but as agent for Lessee,  re-lease the whole or any part
     of the leased  premises for a period of time equal to, greater or less than
     flee remainder of the lease term,  for any sum which may be reasonable,  to
     any tenant he may reasonably  deem suitable and  satisfactory,  and for any
     use and purpose which he may deem appropriate,  and recover from Lessee any
     deficiency; and/or

(c)  Pursue any other remedies afforded to him by the laws of the State of Texas
     in case of and with  respect to the  existing  breach or default.  Anything
     herein to the contrary  notwithstanding,  prior to Lessor exercising any of
     the remedies for a breach of this lease as set forth above, Lessee shall be
     entitled to a period of three (3) days after receiving  written notice from
     Lessor  specifying  the breach or default.  If after  receiving a notice of
     default,  Lessee fails to cure same within said three (3) day grace period,
     then Lessor  shall be entitled to exercise and enforce any and all remedies
     provided for herein.

                                                                          Page 6



<PAGE>


                                       15.

Attorney's Fees
---------------

If, on account  of any breach or default by Lessor or Lessee of heir  respective
obligations  to the other,  under the terms,  covenants,  and conditions of this
lease,  it shall become  necessary for either of the parries hereto to employ an
attorney  to enforce or defend any of their  rights or remedies  hereunder,  the
prevailing  party shall be entitled to  reasonable  attorney's  fees incurred in
such connection.

                                       16.

Eminent Domain
--------------

If all of the premises  shall be taken under the right of eminent  domain by any
public authority having the right to condemnation. or if a portion of the Leased
Premises is so condemned as will prevent the  practical  use of the premises for
Lessee's purposes or if by reason of the taking by eminent domain of portions of
the access or parking  areas as to which  Lessee is granted  access and  parking
rights,  and the Lessee's  operation of its offices or its access thereto or its
parking rights incidental thereto shall be materially  impaired,  this lease and
all  obligations  hereunder  shall  terminate on the date title pursuant to such
proceedings.  Rentals and any other charges due hereunder  shall be paid only to
the date of such  taking.  Any award for the land,  building,  and  improvements
owned by Lessor and  constituting  the Leased  Premises  shall belong to Lessor.
Lessee  shall be entitled to claim for and  receive any  allowance  or award for
loss of or  damage  to its  trade  fixtures,  the then  unamortized  cost of any
permanent  leasehold  improvements by Lessee and Lessee's  business loss. Lessee
agrees not to make any claim against  Lessor or Lessor's  award for the value of
Lessee's  unexpired  term.  In the event of a partial  taking  which  materially
affects Lessee's use and operation of the Leased Premises, Lessee shall have the
options to terminate this lease as above provided or to renegotiate the terms of
this lease with Lessor for an adjusted  rental and the repair and restoration of
improvements necessary to make the remaining portions satisfactory to Lessee and
suitable  for  the  purpose  of  this  lease,  said  agreement  to be  on  terms
satisfactory to both parties.

                                                                          Page 7



<PAGE>





                                       17.

Right of Ouiet  Enjuoyment
--------------------------

Lessor  covenants  that  Lessee  shall be placed  in  possession  of the  Leased
Premises at the  commencement of the term of this lease,  and that,  during such
term, Lessee paying the herein stipulated rental and performing all of the terms
and  provisions  of this  agreement  shall  peaceably  hold and enjoy the Leased
Premises without  hindrance or interruption by Lessor,  except that Lessor shall
have the right to enter upon the Leased Premises at all reasonable times for the
purpose of inspecting the same.

                                       18.

Signs
-----

Lessee  shall not place  signs,  or other  advertising  devices,  electrical  or
non-electrical,  on or about the  Leased  Premises,  except as are  approved  by
Lessor in writing prior to the installation of same.

                                       19.

Miscellaneous Warranties and Covenants of Lessor
------------------------------------------------

Lessor  covenants  and  warrants,  and it is a condition  precedent  to Lessee's
obligation, hereunder, that as of the date of execution hereof:



     (a)  That Lessor has good and marketable title to the Leased Premises.

     (b)  That the  Leased  Premises  have  clear  and  immediate  access to all
          streets and roadways adjoining and adjacent to same.

     (c)  That none of the following exist: ordinances, restrictions, easements,
          covenants,   rights-of-way,   setback  lines,  reservations,   whether
          recorded or riot, which will in any way prevent or impede the intended
          use of the Leased Premises by Lessee.




                                                                          Page 8



<PAGE>


     (d)  Public water,  telephone,  electric power and natural gas services and
          sewer lines  sufficient  to handle the proposed  offices are available
          for tap-in by Lessee at the  proposed  building  as shown on the plans
          and  specifications.  If such  are not  available,  then  Lessor  does
          herewith  agree to bring to the boundary  line of the Leased  Premises
          all of such utilities as may be required by Lessee.  Should  easements
          need to be granted  by Lessor to a public  utility in order to furnish
          such  services  then Lessor  agrees to grant such  easements as may be
          necessary  over any portion of the Leased  Premises  or any  adjoining
          tract of land owned by Lessor.

     (e)  That all taxes on the Leased Premises,  except current taxes have been
          paid by Lessor in full and that any utility  easements  imposed by the
          City of  Longview or any other  governmental  authority  against  the:
          Leased  Premises prior to commencement of the leasehold term have been
          paid or will be paid by Lessor.

     (f)  That Lessor hereby grants to Lessee, its employees, customer(degree)s,
          licensees, and invites, the non-exclusive right of ingress and egress,
          to the extent of Lessor's  rights,  over all roads,  streets,  alleys,
          sidewalks,  driveways,  and parking  areas,  either public or private,
          bounding or serving the Leased Premises.

                                       20.

Liens
-----

Lessee hereby give to the Lessor a lien upon all of his property,  now or at any
time hereafter placed in or upon the said premises, to secure the prompt payment
of the  rent  herein  stipulated  to be paid  for the use of said  premise,  all
exemptions of such property, or any of it, being hereby waived.

                                                                          Page 9



<PAGE>


                                       21.

Rights to Seize and Sell Property
---------------------------------

In the event  Lessee  shall fail or refuse to pay any  rentals in full when due.
Lessee hereby  grants to Lessor the right to enter upon the Leased  Premises and
to seize any or all property legally subject to said lien; to hold said property
until Lessee shall have paid all of the rentals arrears plus a reasonable amount
to compensate for the costs of seizure and storage;  or additionally at Lessor's
option, to sell such property pursuant to the procedures and notice requirements
of the Mechanic's Lien Statutes, Vernon's Ann. Civ. St.


                                       22.

Right  of Injunction
--------------------

In the event of a breach or threatened breach by lessee of
any of the agreements,  condition,  covenants or terms hereof, Lessor shall have
the right of injunction to restrain the same, and the right to invoke any remedy
allowed  by  law  -or  in  equity,  as  if  specific   remedies,   indemnity  or
reimbursements  were not  herein  provided  for.  Furthermore,  the  rights  and
remedies  given to Lessor in this lease are  distinct,  separate and  cumulative
rights an remedies and no one of them,  whether or not exercised by Lessor stall
be deemed to be in exclusion of any of the others.

                                       23.

Payment  of Taxes
-----------------

 Lessee  agrees to pay as soon as same  shall  become due and
payable, all taxes lawfully levied,  assessed, or imposed upon Lessee's personal
property,  equipment, and fixtures, situated within or upon the Leased Premises.
The Lessee shall pay, all such taxes directly to the taxing unit assessing same.
Nothing contained in this lease shall be deemed,  however, to require the Lessee
to pay any franchise, corporate, estate, inheritance,  succession, capital levy,
transfer tax, or other charges against the Lessor,  or any income,  profits,  or
revenue tax charged upon the rent payable by the Lessee under this lease,




                                                                         Page 10




<PAGE>


                                       24.

Severability
------------

If any tern or provision of this lease or the application  thereof to any person
or circumstances shall, to any extent be invalid or unenforceable, the remainder
of this  lease,  or tire  application  of such term or  provision  to persons or
circumstances other titan those as to which it is held invalid or unenforceable,
shall not be affected  thereby,  and each teen and provision of this lease shall
be valid and be enforceable to the fullest extent permitted by law.

                                       25.

Heirs. Successors and Assigns
-----------------------------

This agreement  shall inure to the benefit of and be binding upon the respective
heirs, assigns, successors and legal representatives of the parties hereto.


                                       26.

Paragraph Headings
------------------

The paragraph  headings  throughout  this  instrument  are for  convenience  and
reference  only,  and the  words  contained  therein  shall in no way be held to
explain,  modify.,  amplify,  or  aid in the  interpretation,  construction,  or
meaning of the provisions of this lease.

                                       27.
Notices
-------

Whenever  by the  terms of this  lease  notice  shall be or may be given to tire
Lessor  or to the  Lessee,  such a  notice  shall  be in  writing  and  shall be
delivered by hand or deposited in the United  States Post Office by certified or
registered mail, postage prepaid. If intended for Lessor,  address to: Sandra R.
Godwin,  6044 Red Mason Road,  Longview,  Texas, 75605, or such other address as
may from tune to time hereafter be designated by the Lessor.

                                       28.

Venue
-----

All sums of money due under this Lease  Agreement  are payable in Gregg  County,
Texas, and any action to enforce the terms and conditions of said lease shall be
brought and maintained solely in Gregg County, Texas.

                                                                         Page 11



<PAGE>



                                       29.

Payment of Utilities
--------------------

Lessee shall pay for all utilities furnished to the leased premises for the term
of this lease. Excepting water and gas.

                                       30.

               THIS LEASE AGREEMENT IS EXECUTED AT LONGVIEW, TEXAS

WITNESS FOR LESSOR                LESSOR


-------------------------------    FOR: TEXAS HOME HEALTH, INC.
                                    /s/ Sandra Godwin
-------------------------------   -----------------------------------------


 WITNESS FOR LESSEE                LESSEE


 ------------------------------     FOR:

                                    RTIN Holding, Inc.
 ------------------------------    ----------------------------------------

                                    /s/ Stan Swanson, CEO
                                   ----------------------------------------

                                                                         Page 12