Exhibit 10.11

                         EXECUTIVE EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                               RTIN Holdings Inc.
                                       AND
                                    DAVID LEE


         THIS EXECUTIVE  EMPLOYMENT AGREEMENT (this "Agreement") is entered into
         to  commence  and  be  effective  as of the  29th  day  of  April  2002
         ("Effective  Date")  by  and  between  RTIN  HOLDINGS,  INC.,  a  Texas
         corporation,  (the "Company") and DAVID LEE, the undersigned individual
         ("Executive").

                                  R E C I T A L

         The Company and Executive desire to enter into this Agreement,  setting
forth the terms and conditions of Executive's employment with the Company.

                                A G R E E M E N T

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Company and Executive agree as follows:

1.       Employment

         (a) Term The Company  hereby  agrees to employ  Executive and Executive
agrees to work for the Company as a full-time employee,  for a period commencing
on the date first set forth above and ending on the fourth  anniversary  of such
date (the "Original  Term").  The Original Term shall be extended  automatically
for an additional one-year period, unless notice that this Agreement will not be
extended is given by either party to the other at least thirty (30) day prior to
the expiration of the Original Term.

         (b) Title and Job Description  The Company hereby employs  Executive as
its Chief Information  Technology  Officer ("CTO") upon the terms and conditions
set forth in this  Agreement.  As CTO,  the  Executive  shall always be the most
senior  technology  officer  and shall  have the  duties,  responsibilities  and
authority that are customarily associated with such position. Executive's duties
and  responsibilities  shall  include  authority  for overall  management of the
technology  department  subject to Board  policies  and  direction.  Executive's
duties and responsibilities hereunder shall also include the responsibilities of
President  for Safe Med Systems,  Inc., a Texas  corporation,  (SafeMed) and the
provision of management  support services to Company's  subsidiaries  Safescript
Pharmacy,  Inc., a Texas  corporation,  ("Safescript").  Executive  shall report
directly to the president of RTIN Holdings, Inc. Executive shall perform his job
in Longview,  Texas and shall not have to render  services at another  location,
except on a temporary basis.

<PAGE>

2.       Compensation

         (a) Base Salary  Executive  shall be paid a base salary ("Base Salary")
at the annual rate of $195,000.00 for year one,  $215,000 for year two, $235,000
for year three,  and $275,000 for year four,  payable in bi-weekly  installments
consistent  with Company's  payroll  practices.  The annual Base Salary shall be
reviewed  on or before  the fourth  anniversary  date of this  Agreement  by the
Compensation  Committee  of the  Board  of  Directors  of RTIN  Holdings,  Inc.,
Company's parent,  ("RTIN") to determine if such Base Salary should be increased
for the following year in  recognition of services to the Company.  In no event,
however,  will the  Executive's  Base Salary for any subsequent  year be reduced
below the level of the previous year.

         (b) Incentive  Compensation In addition to the Base Salary, the Company
shall pay to Executive as incentive compensation  ("Incentive  Compensation") an
amount equal to 25% for year one, 45% for year two, 50% for year three,  and 50%
for year four of the base  salary as  defined in 2(a)  above  provided  that the
Company  achieves or exceeds it's earnings per share  estimate as defined in the
earnings  guidance  report  published  by the Company on December 6, 2001 or any
amendments  thereto. In the event the Company does not achieve it's earnings per
share estimate as so defined then the Incentive Compensation shall be reduced by
two percent (2%) for each one percent (1%) below the targeted earnings number.

The  determination  of the earning per share made by the independent  accounting
firm  employed by the  Company  shall be final and binding  upon  Executive  and
Company. The Incentive  Compensation shall be paid within thirty (30) days after
the  independent  accounting firm has concluded its audit. If the final audit is
not  prepared  within  ninety (90) days after the end of the fiscal  year,  then
Company  shall make a  preliminary  payment  equal to fifty percent (50%) of the
amount due based upon the earnings  per share  preliminarily  determined  by the
independent accounting firm, subject to payment of the balance, if any, promptly
following completion of the audit by the independent accounting firm.

         (c) Stock  Options  Executive  shall be  entitled to options to acquire
250,000  shares of common stock of RTIN  pursuant to the terms of a Stock Option
Plan to be adopted by the  Company  and RTIN on or before  the  Effective  Date,
subject to the following terms:

         (i) The options will vest only as follows:

             --------------------------------- ---------------------------------
              If still employed by Company on        Options Vest for
             --------------------------------- ---------------------------------
              January 1, 2003                                      62,500 shares
             --------------------------------- ---------------------------------
              January 1, 2004                                      87,500 shares
             --------------------------------- ---------------------------------
              January 1, 2005                                     100,000 shares
             --------------------------------- ---------------------------------

         (ii) The  exercise  price per share for the options  shall be ten cents
         ($.10) per share.

         (iii) The vested options shall be exercisable  until the earlier of (A)
         three (3) years after vesting or (B) ninety (90) days after termination
         of  Executive's  employment  or  Continuation  Period,  as  hereinafter
         defined, with the Company with or without cause or with good reason.


                                       2
<PAGE>

         (iv) Issuance of the options shall be in accordance with all applicable
         securities  laws and the other terms and  conditions  of the  Company's
         Stock Option Plan and form of the Stock Option  Agreement to be adopted
         by RTIN and the Company.

         (v) Upon the completion of year three the Compensation Committee of the
         Board of Directors of the Company will evaluate the overall performance
         of Executive  and  determine  if an option to purchase  and  additional
         fifty  thousand  (50,000)  shares are warranted to be vested on January
         1, 2006.

3.       Benefits

         (a)  Holidays  Executive  will be  entitled  to at least eight (8) paid
holidays  each  calendar  year and two (2)  personal  days.  Company will notify
Executive on or about the  beginning of each  calendar  year with respect to the
holiday  schedule  for the  coming  year.  Personal  holidays,  if any,  will be
scheduled in advance subject to requirements of Company.

         (b) Vacation Executive shall be entitled to fourteen (14) paid vacation
days per calendar year.

         (c) Sick Leave  Executive shall be entitled to sick leave and emergency
leave  according  to  the  regular  policies  and  procedures  of  the  Company.
Additional  sick leave or emergency  leave over and above paid leave provided by
the Company shall be granted at the discretion of the Board of Directors.

         (d) Medical,  Disability and Group Life Insurance Company agrees to (i)
include  Executive  in the group  medical and  hospital  plan of  Company,  (ii)
provide short- and long-term disability insurance, at no cost to Executive,  and
(iii) provide group life  insurance for Executive,  at no cost to Executive,  in
the minimum amount of  $1,000,000.00  during this Agreement.  Executive shall be
responsible  for payment of any federal or state  income tax imposed  upon these
benefits.

         (e) Pension and Profit  Sharing  Plans  Executive  shall be entitled to
participate in any pension,  profit sharing or other type of plan adopted by the
Company for the benefit of its officers and/or regular employees.

         (f) Automobile Company shall provide Executive the use of an automobile
of Executive's  choice at a monthly lease rate not to exceed  $1000.00.  Company
agrees to replace the automobile  with a new one at Executive's  request no more
often than the earlier of once every two (2) years or 24,000 miles. Company will
pay all automobile  operating  expenses incurred by Executive in the performance
of Executive's  professional duties.  Company will procure and maintain in force
an automobile  liability  policy for the  automobile  with  coverage,  including
Executive,  in the minimum  amount of  $1,000,000.00  combined  single  limit on
bodily injury and property damage.


                                       3
<PAGE>

         (g)  Expenses  Executive  shall be  entitled to  reimbursement  for all
reasonable expenses,  including travel and entertainment,  incurred by Executive
in the performance of Executive's  duties.  Executive will maintain  records and
written receipts,  as required by Company policy and reasonably requested by the
Board of Directors to substantiate such expenses.

         (h) Health Club Benefits The Company shall provide  Executive's  family
with  full  health  club  benefits  at a health  club of  Executive's  choice in
Longview, Texas.

4.       Termination

         (a)  Termination  With  Cause The  Company  may  terminate  Executive's
employment  with Company for Cause by a majority vote of the Board of Directors,
provided that the triggering event, as defined below, is not cured within thirty
(30) days after written  notice of such Cause is delivered to Executive.  If the
event is not timely  cured,  the Board of Directors  shall  provide  Executive a
final written notice of termination.  In such event,  Executive will be entitled
to  receive  only  accrued  compensation  and  benefits.  For  purposes  of this
Agreement,  "Cause" shall mean the  occurrence  of any of the  following  events
during the term of this Agreement:

         (i) serious misconduct,  dishonesty or disloyalty,  directly related to
         the performance of duties for the Company, which results from a willful
         act or omission or from gross  negligence  and which is  materially  or
         potentially materially injurious to the operations, financial condition
         or  business  reputation  of the Company or any  significant  affiliate
         thereof;

         (ii) a conviction (or a plea bargain  admitting  criminal guilt) in any
         criminal  proceeding  that may have a  material  adverse  impact on the
         Company's  reputation  and  standing  in  the  community  or  which  is
         punishable by imprisonment;

         (iii) drug or alcohol abuse, but only to the extent that such abuse has
         an obvious and material effect on the Company's  reputation  and/or the
         performance  of  duties  and   responsibilities   required  under  this
         Agreement;

         (iv) willful and  continued  failure to  substantially  perform  duties
         required under this Agreement; or

         (v) any other material breach of this Agreement by Executive.

For  purposes of this  provision,  no act or failure to act shall be  considered
"willful" unless it is done, or omitted,  in bad faith without reasonable belief
that the action or omission was in the best interest of the Company.

         (b)  Involuntary  Termination  Without Cause or Disability or Voluntary
Termination  for  Good  Reason  In the  event  that,  during  the  term  of this
Agreement,  (i) the Company  terminates  Executive's  employment  for any reason
other than Cause, Death or Disability, as hereinafter defined, or (ii) Executive
terminates  his  employment  for  Good  Reason,  as  hereinafter  defined,  then
Executive shall be entitled to receive the following payments and benefits:


                                       4
<PAGE>

                  (1) Severance The Company shall pay to Executive following the
                  date of the employment termination and over the succeeding
                  twenty-four (24) months, in accordance with standard payroll
                  procedures, an amount equal to the following:

                           (A) Two  hundred  percent  (200%) of the  Executive's
                           Base  Salary in effect on the date of the  employment
                           termination; plus

                           (B) Two  hundred  percent  (200%) of the  Executive's
                           Incentive  Compensation  for the fiscal year in which
                           the employment was terminated.


                  (2) Continuation of Health,  Disability and Life Insurance The
                  coverage  described in this  Subsection  (2) shall be provided
                  for a  "Continuation  Period"  beginning  on the date when the
                  employment  termination is effective and ending on the earlier
                  of  twenty-four   (24)  months   following  the  date  of  the
                  employment   termination  or  Executive's  death.  During  the
                  Continuation  Period,  the Executive (and,  where  applicable,
                  Executive's  spouse  and  dependents)  shall  be  entitled  to
                  continue participation in the group medical and hospital plan,
                  short-term and long-term  disability  plan and group term life
                  insurance  plan  maintained  by Company as if  Executive  were
                  still an employee of the Company.  The coverage provided under
                  this Subsection (2) shall run  concurrently  with and shall be
                  offset against any continuation coverage under Part 6 of Title
                  I of the Employee  Retirement  Income Security Act of 1974, as
                  amended.  Where  applicable,   Executive's   compensation  for
                  purposes  of  such  plans  shall  be  deemed  to be  equal  to
                  Executive's  compensation (as defined in such plans) in effect
                  on the date of the employment termination.  To the extent that
                  the Company finds it undesirable to cover  Executive under the
                  Company's group plans, the Company shall provide Executive (at
                  Company's own expense)  with the same level of coverage  under
                  individual policies.

                  (3) Stock Option Plan  Notwithstanding  any  provisions in the
                  Stock Option Plan to the  contrary,  the  Continuation  Period
                  shall be counted as  employment  with the Company for purposes
                  of  vesting,  such  that  any  options  granted  to  Executive
                  hereunder  or  hereafter  shall  continue  to vest  during the
                  Continuation Period, as if the Executive was still employed by
                  Company.   The   parties   understand   and  agree   that  the
                  Continuation Period also counts as employment with the Company
                  for  purposes  of  determining  the  expiration  date  for the
                  exercise of any stock  options  held by  Executive,  such that
                  Executive  shall be permitted to exercise such vested  options
                  until   ninety  (90)  days  after  the   termination   of  the
                  Continuation Period.


                                       5
<PAGE>

                  (4) No Mitigation  Executive shall not be required to mitigate
                  the  amount of any  payment or  benefit  contemplated  by this
                  Subparagraph  (b),  nor shall any such  payment  or benefit be
                  reduced by any  earnings or benefits  that the  Executive  may
                  receive from any other source.

                  (5) Good Reason For purposes of this  Subparagraph  (b), "Good
                  Reason" shall mean that  Executive,  without his consent,  has
                  either:

                           (A)  incurred  a  material  reduction  in his  title,
                           status,  authority or  responsibility at the Company;
                           or

                           (B) incurred a reduction in Base Salary; or

                           (C) a change of control in the Company resulting in a
                           displacement of Executive; or

                           (C) been notified  that his  principal  place of work
                           will be relocated to a distance of one hundred  (100)
                           miles or more.

         (c) Termination for Disability The Company may terminate this Agreement
without  liability if Executive  shall be  permanently  prevented  from properly
performing his essential  duties  hereunder  with  reasonable  accommodation  by
reason of illness or other  physical or mental  incapacity  for a period of more
than  one-hundred  and twenty (120)  consecutive  days.  Upon such  termination,
Executive  shall be entitled  only to all accrued  but unpaid  compensation  and
benefits.

         (d) Death of Executive  In the event of the death of  Executive  during
his employment under this Agreement,  the Company's  obligations hereunder shall
automatically cease and terminate,  provided,  however, that within fifteen (15)
days the Company  shall pay to  Executive's  heirs or  personal  representatives
Executive's  accrued but unpaid compensation and benefits accrued to the date of
death.


5.       Specific Covenants of Executive

         (a)   Confidentiality   The  Executive  will  hold  in  confidence  any
Confidential   Information  (as  hereinafter  defined)  and  will  not  disclose
Confidential  Information to any person except as required by the conduct of the
Company's  business  and then only  pursuant to a written  agreement  preventing
further  disclosure  or use. For the purposes of this  Agreement,  "Confidential
Information" means any and all trade secrets,  methods, customer lists, computer
software  (including  source  code  and  object  code),  databases,   protocols,
specifications,   designs,  photographs,   drawings,  samples,  business  plans,
financial  data and other  information  that is useful  to the  business  of the
Company the value of which would be diminished if it were made  generally  known
to the public.


                                       6
<PAGE>

         (b)  Non-Competition  The Executive  acknowledges  that (i) the Company
will  provide  to  the  Executive   certain   information,   opportunities   and
compensation  that would  enable  the  Executive  to have an unfair  competitive
advantage if the Executive were to compete with the Company or be employed by or
become an owner of any person that  competes with the Company at any time during
the  Continuation  Period,  (ii) the Company is engaged in a  development  stage
business  that may be conducted on a worldwide  basis and (iii) the scope of the
Company's  business  is not  presently  ascertainable.  During  the term of this
Agreement and the Continuation  Period, the Executive will not engage in, invest
in, own,  manage,  operate,  finance,  control or  participate in the ownership,
management,  operation,  or control of, or be employed by or provide services to
any  person  that  competes  or  intends  to  compete  with the  Company  or its
affiliates anywhere within North America.

         (c) Enforcement The Executive  acknowledges  that (i) the provisions of
this Section 5 are  reasonable and necessary for the protection of the Company's
rights and  business,  (ii) while  damages for any breach may be available in an
action at law, such damages are not adequate to protect the  Company's  interest
in its  rights  and  (iii)  the  scope  and  duration  of the  restrictions  are
reasonable in both size and time. The Company shall have the right,  in addition
to any other  rights it may have,  to obtain  injunctive  relief to restrain any
breach or threatened breach, or to require the performance of, this Section 5.

6.       General Provisions

         (a)  Indemnification  The Company  shall  indemnify,  hold harmless and
defend Executive against all claims arising against Executive in connection with
the  performance  of his  duties  under this  Agreement  to the  fullest  extent
permitted by law.

         (b) Entire  Agreement This Agreement  contains the entire agreement and
understanding  between the parties  hereto and  supersedes  any prior written or
oral agreements respecting the subject matter hereof.

         (c) Amendment This Agreement may be amended only by a writing signed by
Executive and by a duly authorized representative of the Company.

         (d) Severability If any term, provision,  covenant or condition of this
Agreement shall be held to be invalid,  unenforceable  or void, the remainder of
this Agreement shall remain in full force and effect.

         (e)  Construction  The  headings  and  captions of this  Agreement  are
provided  for  convenience  only  and are not  intended  to have  effect  in the
construction or interpretation  of this Agreement.  The language in all parts of
this Agreement shall in all cases be construed according to its fair meaning and
not strictly for or against the Company or Executive.

         (f)  Notices  Any  notice  required  under this  Agreement  or given in
connection  therewith shall be in writing and given to the appropriate  party by
personal  delivery  or by  certified  mail,  postage  prepaid  or by  recognized
overnight  delivery service to Executive's  residence (as noted in the Company's
records) or to the Company's principal office, as the case may be.


                                       7
<PAGE>

         (g) Assignment  This  Agreement,  or any interest  therein,  may not be
assigned by either party without the prior written consent of the other party.

         (h) Governing Law This Agreement  shall be governed by and construed in
accordance with Texas law without regard to conflict of law principles.

         (i)  Rights  Cumulative  The  rights  and  remedies  provided  by  this
Agreement  are  cumulative,  and the  exercise  of any right or remedy by either
party hereto (or by his or its successor),  whether  pursuant to this Agreement,
to any other agreement,  or to law, shall not preclude or waive his or its right
to exercise any or all other rights and remedies.

         (j)  Nonwaiver  No failure or  neglect  of either  party  hereto in any
instance to exercise any right, power or privilege  hereunder or under law shall
constitute a waiver of any other right, power or privilege or of the same right,
power or  privilege  in any other  instance.  All waivers by either party hereto
must be in writing and signed by the party granting the waiver.

         (k)  Assistance  in  Litigation   Executive  shall,  during  and  after
termination of employment,  upon reasonable notice, furnish such information and
proper assistance to the Company as may reasonably be required by the Company in
connection  with  any  litigation  in  which  it or any of its  subsidiaries  or
affiliates is, or may become a party,  provided,  however,  that such assistance
following  termination  shall be furnished at mutually  agreeable  times and for
mutually agreeable compensation.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the date first set forth above.


EXECUTIVE:


-----------------------------
David Lee


COMPANY:


-----------------------------
By:  Curtis A. Swanson
Its: President




                                       8