Exhibit 10.12

                                 LEASE AGREEMENT

         Be it known,  that on the  undersigned  dates  before  the  undersigned
         competent  witnesses,  came  and  appeared:  Buddy  Smith  who  have  a
         permanent  mailing address of 2107 Shed Road in Bossier City, LA 71111,
         (hereinafter  collectively  referred to as  "Lessor").
                                      And
         Safescript Pharmacies,  Inc., a Texas Corporation (hereinafter referred
         to as "Lessee"). Who did declare & agree as follows:

         1.       LEASED  PREMISES.  Lessor hereby  leases unto Lessee,  for the
                  term,  and  at  the  rental  and  upon  the  other  terms  and
                  conditions  hereinafter  set forth,  the premises  located at:
                  2750 Shed Road Suite F in Bossier City,  La in Bossier  Parish
                  71111, (hereinafter referred to as "the Leased Premises").

         2.       TERM.  The term of this lease shall be Five years (5) years or
                  until sooner terminated as herein provided,  commencing on the
                  11th day of February, 2003 and ending on 10th day of February,
                  2008

In the event Lessee desires to remain a tenant of the Leased  Premises after the
expiration of the lease term,  and Lessor  agrees to such tenancy,  Lessee shall
execute a new lease at the  expiration of lease term. If Lessee fails to execute
a new lease at the  expiration  of the lease term,  but continues to occupy said
Leased Premises,  the Lessor shall have the option to evict said Lessee or allow
said  holding  over by the Lessee to result in a  month-to-month  tenancy.  Upon
creation of a  month-to-month  tenancy,  the Lessee  shall  remain  bound by all
pertinent and applicable provisions of this lease agreement, except Lessor shall
have the right to terminate  Lessee's  tenancy upon written  notice to Lessee at
least ten (10) days prior to the end of any month's  tenancy.  Lessee shall have
the right to terminate its month-to-month  tenancy upon written notice to Lessor
at least thirty (30) days prior to the end of any month's tenancy.

         3.       RENTAL.  Lessee  shall pay to  Lessor a monthly  rental of Two
                  Thousands & no/100  Dollars,  ($2,000.00),  due and payable on
                  the fifth day of the month for that  month,  beginning  on the
                  month of occupancy, without prior notice or demand, subject to
                  any  adjustments  provided  herein which may from time to time
                  apply.  If  payment  is not  received  on the fifth day of the
                  month, a late charge of Ten (10%) percent will be added to the
                  monthly rental  payment.  Lessor's  agreement to accept a late
                  payment  shall in no way  impair its right to  terminate  this
                  Lease for an untimely rental payment.

         4.       SECURITY DEPOSIT. Lessee agrees to pay the sum of Five Hundred
                  & No/100 ($500.00) Dollars as a security deposit to be held by
                  lessor.   At  the  end  of  the  lease  term,   after  written
                  notification  by Lessee of its intent to recover the  security
                  deposit,  the Lessor shall have thirty (30) days from the date


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                  notification is received by the Lessor,  to inspect the Leased
                  Premises to insure that the Lessee has not violated any of the
                  terms and  conditions of this Lease.  After the  expiration of
                  the thirty (30) day period,  or upon  inspection of the Leased
                  Premises by the Lessor,  whichever occurs sooner, if Lessee is
                  entitled to repayment of the  security  deposit,  Lessor shall
                  send the  payment  to the  address  designated  by  Lessee  in
                  Lessee's notification.

         5.       USE.  Lessee  shall use and occupy the Leased  Premises  as an
                  Retail/  office and for no other  purpose  without the written
                  consent  of  Lessor.  Under  no  event  will  the  storage  of
                  Hazardous  Materials,  as defined by federal or state law,  be
                  allowed.

         6.       UTILITES AND SERVICES. Lessee shall be responsible for payment
                  of all utilities.

         7.       QUIET  ENJOYMENT.  Lessor  covenants that so long as Lessee is
                  not in default  hereunder,  Lessee shall and may peaceably and
                  quietly have,  hold and enjoy the Leased  premises  during the
                  term of this lease and any renewal or extension thereof.

         8.       MAINTENANCE AND REPAIRS. Lessee accepts the Leased Premises in
                  its  condition at the  beginning of the term of this lease and
                  acknowledges   said  Leased   premises   are  in  a  good  and
                  satisfactory condition.  Lessee assumes responsibility through
                  the term of this  lease for  maintaining  said  premises  in a
                  good,  orderly and safe  condition  and state of repair.  This
                  agreement  to keep  the  Leased  Premises  in a state  of good
                  repair  applies  to all  needed  repairs,  including  but  not
                  limited to glass breakage,  lights and lighting fixtures,  and
                  the  mechanical  systems  on the  Leased  Premises.  All  such
                  maintenance and repair undertaken by Lessee shall be completed
                  to the  satisfaction  of the  Lessor  and  shall  be  done  by
                  engineers, contractors,  electricians,  painters, mechanics or
                  others  approved  by the  Lessor,  but at the  sole  cost  and
                  expense of Lessee.

         9.       ALTERATIONS.  Lessee shall make no installations,  alterations
                  or improvements in or to the Leased Premises  without Lessor's
                  prior  written  consent and then at the sole expense of Lessee
                  and only by engineers,  contractors,  or mechanics approved by
                  Lessor and  subject to such  conditions  as lessor may impose.
                  Lessee shall obtain all permits,  approvals  and  certificates
                  required by government  bodies or agencies and certificates of
                  final  approval  thereof and shall  deliver  duplicates of all
                  permits,  approvals  and  certificates  to Lessor upon receipt
                  thereof.  Lessee agrees to carry, or cause Lessee's contractor
                  and  sub-contractors  to carry,  such workmen's  compensation,
                  general  liability,  personal and property damage insurance as
                  Lessor may require. Any lien filed against the Leases Premises
                  for work  claimed  to have  been done  for,  or for  materials


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                  claimed to have been furnished to Lessee,  shall be discharged
                  within  ten (10) days  thereafter,  at  Lessee's  expense.  If
                  Lessee  fails to  discharge  any such  lien,  then  Lessor  at
                  Lessor's  option,  may  discharge  such lien and charge  costs
                  incurred  in such  discharge  as  additional  rent on the next
                  installment of rent falling due.

         10.      LIABILITY. Lessee agrees to indemnify and hold Lessor harmless
                  against all liability, loss, cost damage or expense, including
                  reasonable  attorney's  fees,  arising  out of any  action  or
                  occurrence or omission causing loss of life or personal injury
                  or damage to any personal property whatsoever  occurring on or
                  about the Leased Premises or any part thereof, or occurring to
                  the Leased Premises, including without limitations,  damage or
                  injury caused by vice or defect in the Leased  premises.  This
                  agreement to indemnify  and hold  harmless  shall  provide the
                  maximum protection for the Lessor as allowed by law.

         11.      LIABILITY INSURANCE. Lessor will purchase and maintain general
                  liability   insurance  against  claims  for  property  damage,
                  personal injury and death occurring in, on or about the Leased
                  Premises with such insurance to afford  protection in a single
                  limit of not less than One Million Dollars.


         12.      FIRE/CASUALTY  INSURANCE.   Lessee  hereby  acknowledges  that
                  Lessor does not agree to provide any  insurance  for damage to
                  contents  or  personal  property.  In case  or  fire or  other
                  casualty,  Lessee  shall  give  immediate  notice  thereof  to
                  Lessor.

         13.      ACCESS TO PREMISES.  Lessor and Lessor's agents shall have the
                  right,  during  the hours of 8:00 a.m.  to 5:00  p.m..  Monday
                  through Saturday, to inspect the Leased Premises.

         14.      DEFAULT.  In  the  case  of  failure  by  Lessee  to  pay  any
                  installment of rent  punctually  when due or failure to remedy
                  upon demand default by Lessee with respect to any of the other
                  covenants,  conditions,  and agreements contained herein or in
                  any  rider or  other  addendum  hereto,  or if a  petition  in
                  bankruptcy  is filed by Lessee,  or if  proceedings  under any
                  debtor's  relief  law  shall be filed  against  Lessee,  or if
                  Lessee becomes  insolvent,  or if proceedings  are taken by or
                  against  Lessee  seeking  the  appointment  of a  receiver  or
                  similar relief,  Lessor may, in addition to any other right or
                  rights  which  Lessor  may have under the  provisions  of this
                  lease or by law, and at Lessors  option:  (1) proceed for past
                  due installments of rent, only, reserving its right to proceed
                  later for the  remaining  installments,  or (2) declare all of
                  the  unpaid  installments  of rent at  once  due and  payable,
                  whereupon the whole  thereof  shall become and be  immediately
                  due   and   payable,   anything   herein   tot   he   contrary
                  notwithstanding,  and  proceed to enforce  its legal  remedies
                  hereunder,  or (3)  declare  this lease to be  terminated  and


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                  immediately  expel Lessee without,  however,  waiving Lessor's
                  right to collect all  installments  of rent and other payments
                  due and owing for the  period  up to the time  Lessor  regains
                  occupancy.  All rights and remedies of Lessor under this lease
                  shall be cumulative and none shall exclude any other right and
                  remedy allowed by this lease or by law.
                           Lessee  further hereby waives its right to any notice
                           to  vacate   the   Leased   premises   prior  to  the
                           institution  of  any  eviction   proceedings  against
                           Lessee.

         15.      WAIVER OF BREACH.  The failure of Lessor to insist upon strict
                  performance  of any  covenants  of  this  lease  shall  not be
                  construed as a waiver of relinquishment  thereof, but the same
                  shall  continue  and  remain  in full  force and  effect.  The
                  receipt by Lessor of rent with the  knowledge of the breach of
                  any covenant of Lessee  hereunder shall not be deemed a waiver
                  of the rights of Lessor with  respect to such  breach,  and no
                  waiver by Lessor of any  provisions  hereof shall be deemed to
                  have been made unless  expressed  in writing and signed by the
                  Lessor.

         16.      SURRENDER OF PREMISES.  Lessee shall,  at the  termination  of
                  this lease,  by lapse of time or otherwise,  return the Leased
                  Premises in as good condition as when  received,  loss by fire
                  or other unavoidable casualty and ordinary wear excepted.
                           All    installations,    additions,    fixtures   and
                           improvements  in or on the Leased  Premises,  whether
                           placed  there by Lessee  or  Lessor,  and  including,
                           without    limitation,     paneling,     decorations,
                           partitions,  railings,  carpeting and flooring, shall
                           become the  property of Lessor and shall  remain upon
                           the Leased  Premises at the  termination of the lease
                           without  compensation,  allowance  or  credit  to the
                           Lessee.

                           Any furniture,  equipment, machinery or other movable
                           property  brought onto the Leased premises during the
                           Lessee's  occupancy  thereof  and not  removed at the
                           termination  of this  lease may be removed by Lessor,
                           at  Lessor's  option,   and  stored  in  Lessor's  or
                           Lessee's name,  but at the cost,  expense and risk of
                           Lessee,  with no  liability  upon  Lessor for loss or
                           injury thereto and without prejudice to Lessor's lien
                           and privilege securing all sums due hereunder.

                           Lessee  expressly waives any notice to vacate and all
                           legal  delays to which it may be  entitled at the end
                           of the lease term or at the termination of this lease
                           for any other cause and hereby  consents  that Lessor
                           may   immediately   take  possession  of  the  Leased
                           Premises upon the  expiration or  termination of this
                           lease.

         17.      EXPENSES AND ATTORNEY'S  FEES.  Lessee shall pay the Lessor as
                  additional rent hereunder all attorney's fees and expenses and
                  all of the  expenses  and  all of the  expenses  which  may be


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                  incurred  by Lessor in  enforcing  any of the  obligations  of
                  Lessee under this lease or in any litigation or negotiation in
                  which Lessor shall become involved  through or because of this
                  lease.  For any event of default caused by Lessee's failure to
                  pay a sum of money due,  interest on the payment  shall accrue
                  at the rate of 18% per  annum  from the date the  payment  was
                  due.

         18.      ASSIGNMENT AND  SUBLETTING.  Lessee shall not assign or permit
                  an  assignment  by  operation  of law  of  this  lease  or any
                  interest  hereunder,  or sublet or suffer or permit the Leased
                  Premises  or any part  thereof  to be used by any party  other
                  than  Lessee.  Any  approval  by  Lessor of an  assignment  or
                  subletting  by Lessee  shall not release or  discharge  Lessee
                  from any obligation,  covenant, term or condition contained in
                  this lease.

         19.      NOTICE.  Any notice to be given  under this lease by Lessor to
                  Lessee shall be considered made when mailed,  addressed to the
                  Lessee and mailed by  registered  or certified  mail,  postage
                  prepaid to the Lessee at the address of the Leased Premises.

         20.      GUARANTOR.  Mr. Stan Swanson,  ("Guarantor") appears herein to
                  personally  guarantee the performance of these  obligations by
                  Lessee and Guarantor  and Lessee agree to be solidarity  bound
                  to the terms contained herein.

         21.      Buddy Smith will  provide  exterior  lighted  signs for Lessee
                  near the road and on front of unit.

         22.      Buddy Smith will complete the build out for the interior areas
                  of unit as needed by Lessee.

         IN WITNESS WHEREOF,  the parties hereto have executed this Lease on the
         ____ day of ________________,20____



         LESSEE:                            LESSOR:

         _________________________    _________________________
         Mr. Stan Swanson             BUDDY SMITH

         _________________________    _________________________
         Co-Applicant                 Witness








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NOTE:  Safescript Pharmacies Inc.
       3218 Page Road
       Longview, Texas 75605

Mr. Curtis Swanson              Vice President
Mr. Stan Swanson                CEO
Mr. Tim Hayes                   President
Mr. Steve Cavender              CFO

Phone: 903-295-6800
Fax:   903-234-9777






























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