Exhibit 10.14

                                 LEASE AGREEMENT

STATE OF TEXAS

COUNTY OF BOWIE                KNOW ALL MEN BY THESE PRESENTS:

Alexander-Felty INVESTMENTS,  L.L.C., hereinafter called Landlord and Safescript
Pharmacies  Inc.  hereinafter  called  Tenant,  have entered into the  following
covenant and agreement of Lease, to-wit:

1.  LEASED  PREMISES:  Landlord,  in  consideration  of the rents and  covenants
hereinafter  stated to be paid and performed by the Tenant,  hereby  demises and
leases unto the Tenant and Tenant  leases from Landlord  those certain  premises
located in Texarkana,  Bowie County,  Texas, at 3501 Sowell Lane (Portion of Lot
6, all of Lots 7 through  11,  and part of Lot 12,  Block 4 of Sparks  Addition)
which consists of a building containing 1458 square feet which is constructed on
the area  outlined in red on the site plan of the shopping  center of which said
building is a part of being shown on Exhibit  "A"  attached  hereto and which is
incorporated  herein for a full and complete  description  of the property being
leased.  The use and occupancy of the Tenant of the leased premises will include
the use in common with others entitled  thereto of the common areas,  employee's
parking  areas,  service  roads,  loading  facilities,  sidewalks,  customer car
parking areas and other  facilities of said shopping center as may be designated
from  time  to  time  by the  Landlord;  subject,  however,  to the  terms  and,
conditions of this Agreement.

2. TERM OF LEASE:  The primary  term of this Lease shall be for a period of five
(S) years  commencing  on May 1, 2002,  and  ending on the May 1, 2007,  and the
first rental  installment  due and payable on the signing of the  contract  (May
1,2002) and the last rental  installment  due on June 1, 2002 and thereafter all
rental installments shall be due and payable in advance on the first day of each
succeeding month during the term of this Lease or any extension thereof.  Tenant
has made the first rental  installment  simultaneous  with the execution of this
Lease Agreement, the receipt of which is hereby acknowledged by Landlord. Tenant
shall pay to the Landlord, initially, monthly rental as follows:

BASE RENT                                    $    764.00
PROPERTY TAX                                 $    135.50
INSURANCE                                    $     17.50
COMMON AREA MAINTENANCE                      $     83.00
                                             -----------
TOTAL MONTHLY RENTAL                         $   1000.00

The total monthly rental installment hereunder in the amount of 1000.00 shall be
subject to change  each  January 1'` during the term of this lease due to change
in the  amount  of  the  contribution  for  insurance,  taxes  and  common  area
maintenance  hereinafter defined. Each such installment shall be due and payable
in  advance  on the first day of each  calendar  month  during  the term of this
Lease.  Tenant shall punctually pay the rentals to Alexander-Felty  INVESTMENTS,
L.L.C. at Alexander's Jewelers, 3301 Sowell Lane, Texarkana,  Texas 75501, or at
such other :place Landlord may designate to Tenant in writing.

3. COMMON  AREA  MAINTENANCE:  The  Landlord  shall  maintain  the parking  area
substantially  as shown on "Exhibit  A." The  purpose of the site plan  attached
hereto as "Exhibit  A" is to show the  approximated  location of the  buildings,
parking area and other common areas. The Landlord reserves the right at any time
to relocate any building,  parking area or common areas shown on said site plan.
The  Landlord  also  reserves  the  right  to  construct   other   buildings  or
improvements  in the shopping  center from time to time and to make  alterations
thereof or additions thereto and to build additional  stories on any building in

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the  shopping  center  provided  the number of parking  spaces from the shopping
center shall not be reduced to less than  thirty-five  (35) parking spaces,  and
further   provided  that  such  changes,   additions  or   alterations   do  not
substantially  alter the traffic  pattern of the shopping  center nor lessen the
exposure of Tenant's building as viewed from the public street.

         All Automobile parking areas,  driveways,  entrances and exits thereto,
and other  facilities  furnished  by  Landlord in or near the  shopping  center,
including sidewalks and ramps, landscaped areas and other areas and improvements
provided by Landlord for the general use, in common, of Tenants, their officers,
agents, employees, and customers, shall at all times be subject to the exclusive
control and  management of Landlord and Landlord  shall have the right from time
to time to establish,  modify and enforce  reasonable rules and regulations with
respect to all facilities and areas  mentioned iii this article.  Landlord shall
have the right to  construct,  maintain and operate  lighting  facilities on all
said areas and improvements; to police the same; from time to tune to change the
area,  level  locations and  arrangement of parking areas acid other  facilities
hereinabove referred to; to close all or any portion of said areas or facilities
to such  extent  as may,  in the  opinion  of  Landlord's  counsel,  be  legally
sufficient  to prevent a dedication  thereof or the accrual of any rights to any
person or the public  therein;  to close  temporarily  all or any portion of the
parking areas or facilities;  to discourage  non-customer parking; and to do and
perform such other acts in and to said areas and  improvements as, in the use of
good business judgment, the Landlord shall determine to be advisable with a view
to the  improvement  of the  convenience  and  use  thereof  by  Tenants,  their
officers,  agents, employees and customers.  Landlord will operate and maintain,
at Landlord's sole cost and expense,  the common facilities referred to above in
such manner, as Landlord,  in its sole discretion,  shall determine from time to
time.  Without  limiting the scope of such  discretion,  Landlord shall have the
full  right and  authority  to employ  all  personnel  and to make all rules and
regulations pertaining to and necessary for the proper operation and maintenance
of the common areas and  facilities.  Not  withstanding  anything  herein to the
contrary,  Landlord  shall keep the  parking  area  properly  cleaned,  striped,
lighted and repaired during the term of this lease and any option periods.

         Tenant and its employees  shall park their cars only in those  portions
of the parking area designated for that purpose by Landlord.

         Tenant and Landlord  agree that Landlord  shall  determine on an annual
basis the expenses necessary to operate the common areas of the shopping center,
including  the  expenses  of  providing  refuse  service   thereto.   Upon  such
calculation, Landlord shall notify Tenant, in writing, of Tenant's prorata share
of the cost and  expenses,  which shall be paid in monthly  installments  on the
first  day of each  and  every  calendar  month  simultaneous  with  the  rental
payments.

4. COVENANT OF PEACEFUL  POSSESSION:  Landlord covenants that it is the owner of
the property  herein leased and that Tenant shall have the right to peaceful and
uninterrupted  possession  of the leased  premises  throughout  the primary term
hereof and any extension thereof.

5. USE Of LEASED  PREMISES:  The premises  leased under this Agreement are to be
used for office space. Tenant covenants that it will not use the leased premises
for any other propose -without the prior written consent of Landlord.

6. REPAIR AND MAINTENANCE: Tenant agrees to use the leased premises as a prudent
administrator  would do and to return the same to Landlord upon the  termination
hereof  in the same  condition  as that when  received,  damage by fire or other
casualty and ordinary wear and tear  incident to the use of the leased  premises
being  excepted.  Tenant  shall  keep the  interior  improvements  in the leased
premises in good  repair and  including,  but not  limited to, the plate  glass,


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storefront and doors,  interior plumbing and electrical systems and the interior
of  the  building  generally,  except  for  structural  defects  due  to  faulty
construction  which may exist at the time Tenant takes  possession-of the leased
premises.

         Landlord shall keep the roof,  exterior  walls,  (excluding all windows
and doors),  foundations,  and structural  components of the leased  premises in
good repair and shall also keep in good repair the utility  lines  extending  to
the  service  connections  for  the  leased  premises.  The  landlord  shall  be
responsible far maintaining the air conditioners  and heating systems  servicing
the demised premises, and the tenant shall maintain the changing the filters.

7.  IMPROVEMENTS  AND  FIXTURES:  All  improvements  and additions to the leased
premises  shall  adhere to the leased  premises  and become the  property of the
Landlord,  with the exception of such  additions made by Tenant that are usually
classed as furniture and trade  fixtures;  said furniture and trade fixtures are
to remain the  property  of the  Tenant  and may be  removed by the Tenant  upon
expiration of this Lease,  provided all terms,  conditions and covenants of this
contract  have been  complied  with by Tenant and Tenant shall repair any damage
caused to the building by the removal of said furniture and trade fixtures.

Any  construction or remodeling to demised  premises after the lease  commences,
shall be at the sole cost and expense of Tenant. Tenant shall be responsible for
any damages done to premises,  plumbing or electrical  in  remodeling  and shall
clean up any area affected by remodeling.

8. RESPONSIBILITY TO THIRD PARTIES:  Tenant shall assume full responsibility for
the condition of the premises and Landlord shall not be liable for injury caused
by other than latent defects  therein to the Tenant or to anyone on the premises
who derives his right to be thereon from the Tenant.

         Tenant  agrees to carry at all times  during  the term of this Lease at
its sole  expense and as a part of the  consideration  for this  Lease,  for the
benefit of Landlord,  its  successors  and  assigns,  general  public  liability
insurance  against claims for bodily injury,  death or property damage occurring
upon, in or about the leased  premises,  such insurance to afford  protection to
the limits of not less than:

Five Hundred Thousand and no/100 Dollars ($500,000.00) for airy one (1) person.

One Million and no/100 Dollars  ($1,000,000.00)  for more than one (1) person in
any one (1) accident; and

Three Hundred  Thousand and no/100  ($300,000.00)  for property  damage.  Tenant
shall  cause  Landlord  to be named as an  additional  insured  upon the general
public  liability  insurance policy required to be obtained by Tenant under this
Lease  Agreement.  Tenant shall obtain a written  obligation on the part of each
insurance   company  to  notify  Landlord  at  least  ten  (10)  days  prior  to
cancellation of such insurance.  Such plicies for fully executed certificates of
insurance  shall be promptly  delivered  to  Landlord  and  renewals  thereof as
required  shall be  delivered to Landlord at least thirty (30) days prior to the
expiration of the respective  policy terms.  Tenant's failure to comply with the
foregoing  requirement relating to insurance shall consitute an event of default
hereunder. In addition to the remedies provided herein, Landlord may, but is not
obligated to, obtain such insurance and Tenant shall pay to Landlord upon demand
as additional rental the premium cost thereof.


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9. PAINTING,  DECORATION AND DISPLAYS: Tenant will not paint, decorate or change
the  architectural  treatment of any part of the exterior of the leased premises
without first obtaining  Landlord's written approval.  Tenant agrees to promptly
remove any such paint or decoration, which has been applied or installed without
Landlord's prior written approval upon the order of Landlord.

10.  PAYMENT  FOR  UTILITIES:  Landlord  agrees  to  cause  to be  provided  and
maintained  the  necessary  mains,  conduits and other  facilities  necessary to
supply water, electricity, telephone service and sewerage service to the demised
premises.  In the  event  any  repair,  maintenance  or  replacements  are  made
necessary by the negligent  act or omission of Tenant,  its agents or employees,
such repairs, maintenance or replacement shall be at Tenant's expense.

         Tenant shall promptly pay all charges for electricity,  gas,  telephone
service,  sewerage  service  and other  charges  for  public  utilities  used or
consumed by Tenant on the leased  premises.  The refuse service is a part of the
amount for common area maintenance.  This arrangement shall be subject to change
at any time if deemed necessary by landlord.

11. RECIPROCAL WAIVER OF SUBROGATION:  Landlord hereby waives any and all rights
of  recovery  against  Tenant for any loss by  insured  peril  occurring  to the
building or other improvements situated on the leased premises and hereby agrees
not to assign to any insurer any right or cause of action for any insured damage
which may occur during the term of this Lease.  Tenant hereby waives any and all
rights  of  recovery  against  Landlord  for  loss  by  peril  occurring  to any
furniture,  fixtures  or  other  leasehold  improvements  of  Tenant  or to  the
merchandise  or stock of goods of Tenant  situated  on the leased  premises  and
hereby  agrees not to assign to any insurer any right or cause of action for any
insured  damage to said property  which may occur during the term of this Lease.
Notwithstanding  the foregoing,  any waiver of subrogation  shall be void to the
extent that it impairs any insurance coverage.

12. INSOLVENCY,  BANKRUPTCY OR DEBTOR'S  ARRANGEMENT OR  REORGANIZATION:  Should
Tenant become  insolvent or should it apply to a Bankruptcy Court to be adjudged
a voluntary  bankrupt,  or if it should be  adjudged a bankrupt  in  involuntary
proceedings,  or if a receiver  be  appointed  for  Tenant's  business or if any
proceedings be undertaken by Tenant for a respite, arrangement or reorganization
under  the  Bankruptcy  Code or the laws of the State of  Texas,  then,  in such
event, Landlord may, at its option, terminate this contract as may be allowed by
law and Tenant shall remain  liable for all rental  payments  until such time as
Landlord is able to re-lease the premises.

         Should the Landlord become insolvent or should it apply to a Bankruptcy
Court to be adjudged a voluntary bankrupt,  or if it should be adjudged bankrupt
in  involuntary  proceedings,  or if a  receiver  be  appointed  for  Landlord's
business,  or if any  proceedings  be  undertaken  by  Landlord  for a  respite,
arrangement or reorganization under the Bankruptcy Code or the laws of the State
of Texas,  then,  in such  event,  Tenant may,  at its  option,  terminate  this
contract of lease as may be allowed by law.

13. FIRE CLAUSE AND INSURANCE:  Tenant agrees to pay its proportionate  share of
Landlord's cost of carrying fire and extended coverage insurance,  liability and
other  coverage  carried by Landlord on the  Shopping  Center and its  operation
("Insurance").  During each month of the term of this Lease,  Tenant  shall make
monthly payments of one-twelfth  (1112th) of the cost of such insurance incurred



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for that period, due on the 1 st of the month with the rental payments. Tenant's
proportionate  share of the cost of Insurance  on the  Shopping  Center shall be
computed by  multiplying  the cost of Insurance by a fraction,  the numerator of
which shall be the number of square feet of floor space in the Demised  Premises
and the  denominator  of  which  shall  be the  numbers  of  square  feet of all
buildings  in the Shopping  Center.  The amount to be paid by Tenant to Landlord
order this paragraph shall be calculated on an annual basis on each  anniversary
date of the insurance policy carried by Landlord on the shopping center.

         The Tenant shall carry any fire and extended coverage insurance carried
upon the  contents  and  fixtures  placed in the leased  premises  by Tenant and
Landlord shall have no responsibility therefore.

14.  CONDEMNATION:  If any portion of the building  upon the leased  premises or
more than twenty  percent (20%) of the parking area or common areas  embraced in
the shopping  center shall be taken in any  proceeding by public  authorities by
condemnation or otherwise,  or be acquired for public or quasi-public  purposes,
Tenant  shall  have the  option of  terminating  this  Lease,  in which case any
unearned rent, assessments or other charges paid in advance shall be refunded to
Tenant.  In the event that twenty  percent (20%) or less of the parking areas or
common  areas  embraced  in the  shopping  center  shall  be  taken  in any such
condemnation or other proceeding,  or in the event Tenant shall not exercise its
option to terminate  the Lease  because of a taking of a part of the building or
more than twenty  percent  (20%) of the parking area or common areas in any such
condemnation,  then the rent shall be reduced as follows:  If any portion of the
parking  area or common  areas of the  shopping  center  is taken  then the rent
calculated  shall be reduced  by an amount  that is in the same ratio to minimum
monthly  rental as the value of the parking  area or common areas taken bears to
the total value of the parking area and common areas immediately before the date
of the taking.  If any  portion of the  building  is taken then  Landlord  shall
promptly  repair said building and the rent  calculated  shall be reduced in the
same  proportion  that said  building is reduced by such  condemnation  or other
proceeding.  In any such  proceeding  whereby all or a part of said premises are
taken,  either Landlord or Tenant shall be free to participate in and make claim
against the condemning  party for the amount of the actual  provable damage done
to each of them by such condemnation.

15.  COMPLIANCE  WITH  ORDINANCES,   ETC:  Tenant  agrees  to  comply  with  all
ordinances,  rules, regulations,  orders and requirements of the Federal, State,
County  and City  Governments  and of my and all of their  agencies,  boards  or
departments in the operation of the business to be conducted on the premises and
for the  correction,  prevention and abatement of nuisances or other  grievances
i11, upon or connected with said premises, all at Tenant's expense,  except that
Tenant will not be responsible  for  structural  changes that may be required by
any law or agency or government.

16. LANDLORD'S ACCESS: Tenant shall permit Landlord, or its employees or agents,
at any reasonable  time to enter the leased  premises to make  inspections or to
provide required services in or to the leased premises with an employee or agent
of Tenant being present. In the event of any emergency,  Tenant will immediately
permit  Landlord  to perform  any acts  related to the  safely,  protection  and
preservation  of the leased  premises.  It is understood,  however that Landlord
will contact Tenant  reasonably in advance of Landlord's  entry upon the demised
premises and advise  Tenant of  Landlord's  desire to inspect and enter upon the
demised premises.

17.  MECHANIC'S LIEN  INDEMNITY:  Tenant agrees to keep the leased premises free
from  any  liens  arising  out of any work  performed,  materials  furnished  or
obligations  incurred by Tenant and to indemnify and save Landlord harmless from
and against any such liens. If any such liens shall at any tune be filed against
the leased  premises  or any part  thereof  as a  consequence  of an  obligation
incurred by Tenant then Tenant shall cause the same to be  discharged  of record


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within twenty (20) days of the date of filing of such lien;  provided,  however,
that Tenant  shall have the right to contest the  validity or amount of any such
lien if such contest shall act to stay the  enforcement of such lien against the
leased premises.

18. SUBORDINATION AND MORTGAGEE'S REQUIREMENTS: This Lease is hereby declared to
be  subordinate  to any mortgage  now in existence or hereafter  placed upon the
leased  premises by  Landlord  and Tenant  agrees  upon  demand to execute  such
further instruments  subordinating this Lease as Landlord may request,  provided
such subordination  shall be upon the express condition that this Lease shall be
recognized  by the  mortgagee and successor to the mortgagee and that the rights
of Tenant shall remain in full force and effect during the term of this Lease so
long as Tenant shall  continue to perform all the  covenants  and  conditions of
this Lease.

         In the event a mortgagee or  prospective  mortgagee  should so require,
Tenant  shall  deliver to  Landlord,  from time to time,  for  delivery  to such
mortgagee the following, to-wit:

         (a) An  acknowledgment  of the assignment of rentals and other sums due
         hereunder to mortgagee.

         (b) An agreement  requiring Tenant to advise the mortgagee of damage to
         or  destruction  of the  demised  premises  by fire or  other  casualty
         requiring its reconstruction and requiring Tenant to give the mortgagee
         written notice of Landlord's default hereunder and to permit the lender
         to cure such default within a reasonable  time after such notice before
         exercising any remedy Tenant might possess as a result of such default.

         (c) An  acceptance or estoppels  letter,  to be executed only after the
         commencement of the lease term,  accepting the premises as completed in
         accordance with the Lease and containing  such other  information as is
         customarily contained in such acceptance or estoppels letter.

         In the event  Landlord  should so  request,  Tenant  shall  deliver  to
Landlord, from time to time, a statement in record able form certifying that the
Lease  is  unmodified  and in full  force  and  effect  (or if there  have  been
modifications,  that the same is in full  force and effect as so  modified)  and
further stating the date to which rent and other charges payable under the Lease
have been paid and setting  forth the nature of  defenses  or offsets,  if airy,
claimed by Tenant.

19. PARTIAL INVALIDITY:  If any term,  covenant,  condition or provision of this
Lease is held by a court of  competent  jurisdiction  to be  invalid,  void,  or
unenforceable, the remainder of the provisions hereof shall remain in full force
and effect and shall in no way be affected, impaired or invalidated thereby.

20. COVENANTS  BINDING:  The covenants,  conditions and agreements  contained in
this Lease shall be binding upon Landlord and Tenant and their heirs, successors
and assigns.

         If Tenant holds over and continues in possession of the leased premises
after expiration of the tern of this lease or any extension of that term, Tenant
will be deemed to be  occupying  the  premises on the basis of a  month-to-month
tenancy, subject to all of the terms and conditions of this lease.

21.  SHOPPING  CENTER  SIGNS:  Landlord  and Tenant agree that all signage to be
erected  by  Tenant  shall  comply  with the terms  and  provisions  of the sign
agreement  attached hereto as Exhibit "B" and made a part hereof by reference to
the same extent as if copied herein verbatim.  Tenant shall comply with all city
and state ordinances.

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22. EXCUSE OF LANDLORD'S PERFORMANCE: Anything in this Agreement to the contrary
notwithstanding, providing such cause is not due to the willful act or neglect
of the Landlord, the Landlord shall not be deemed in default with respect to the
performance of any of the terms, covenants and conditions of this Lease if same
shall be due to any strike, lockout, civil commotion, invasion, rebellion,
hostilities, military or usurped power, sabotage, government regulations or
controls, inability to obtain any material, through act of God or other cause
beyond the control of the Landlord.

         Tenant  may, at its option,  cure at any time after  fifteen  (15) days
written notice to Landlord by certified mail,  return receipt  requested (unless
the nature of the defect necessitates immediate cure without notice) any default
by  Landlord  under this Lease,  and  whenever  Tenant so elects,  all costs and
expenses incurred by Tenant in curing such defect, together with interest at the
prime rate,  which shall be paid by Landlord to Tenant on demand.  .In the event
that Landlord  fails to make such payment on demand,  Tenant may, at its option,
deduct  such costs or expenses  or any part  thereof  from future rent and other
charges  payable from Tenant to Landlord,  however,  Tenant's  right to withhold
such costs or expenses  shall be limited so as to prohibit any rent abatement by
Tenant below one-half the monthly rental amount.

23. NOTICES: All notices or notifications required or permitted under this Lease
shall be given or exercised in writing and shall be deemed to have been properly
served  when  deposited  iii the  United  States  Mail,  certified  or the  then
equivalent, postage prepaid, return receipt requested, and addressed to Landlord
at 3301 Sowell Lane,  Texarkana,  Texas,  75501, and addressed to Tenant at 3501
Sowell  Lane  Texarkana,  TX 75503.  Either  party may change the person and the
place to which notices are to be mailed by notice to the other.  Should Landlord
executed .an  assignment of the rental due raider this Lease and furnish  Tenant
written notice  thereof and the name and address of such assignee,  then so long
as said  assignment is effective,  Tenant shall serve upon  Landlord's  assignee
duplicate originals of all notices given to Landlord under this Lease.

24.  DEFAULT:  h1 the event Tenant shall fail to pay any monthly  rental  within
five (5) days from the date payment  becomes  due,  then  Landlord  shall notify
Tenant in writing,  by certified mail, return receipt requested,  of the default
in making said  payment.  Any rental  payment  received  more than five (5) days
after its due date will be  assessed a late  charge of $25.00  per day.  If such
default is not cleared by Tenant within ten (10) days from the date said written
notice is received,  then Landlord  shall have the right to  immediately  cancel
this lease and pursue any remedy or remedies which may be available at law or in
equity.  In case of default by the Tenant in the rental  covenant  or any of the
covenants  contained  herein,  the Landlord may enforce the  performance of this
Lease as  follows:  (a) this Lease may be  forfeited  at  Landlord's  option and
discretion if any such default  continues for a period of thirty (30) days after
the Landlord  notifies  the Tenant of such default and its  intention to declare
the Lease  forfeited,  such notice to be sent to the Tenant by  certified  mail,
return receipt requested, and unless the Tenant shall have completely removed or
cured such default or is engaged in removing or curing such default prior to the
expiration of said thirty (30) day period, this Lease shall cease and come to an
end as if it were the day originally fixed herein for the expiration of the term
hereof, and the Landlord,  its agent or attorney,  shall have the right, without
further  notice or demand to enter and remove the Tenant without being guilty of
any manner of trespassing  and without  prejudice to any remedies for arrears of
rent or breach or covenant, and the Landlord, its agent, or attorney, may resume
possession  of the premises  and rent the same for the  remainder of the term of
this Lease for the best rent the  Landlord,  its agent or attorney,  may obtain,
for the account of the Tenant, and the Tenant shall make good any deficiency; or
(b) Landlord may take  possession of the leased premises and collect from Tenant
all damages  sustained by reason of such breach;  or (c) Landlord may pursue any
remedy or remedies which may be available at law or in equity.

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         In the event of  default by Tenant as  aforesaid,  and in the event the
enforcement  thereof is placed in the hands of an  attorney  by  Landlord,  then
Tenant  agrees to pay all  reasonable  attorney's  fees as may be allowed by law
incurred  by  Landlord.  In the  event  of  default  by  Landlord  of my term or
condition of this Lease,  then Landlord agrees to pay all attorney's fees as may
be allowed by law incurred by Tenant in enforcing its rights or  protection  its
interest.

25. TAXES:  Landlord  will pay all real  property  taxes and general and special
assessments (hereinafter called real property taxes) which shall during the term
hereof be levied, assessed, imposed or become due and payable in connection with
the  property  and  improvements  herein  leased  and  all  other  property  and
improvements  in the  shopping  center.  Tenant  shall  reimburse  Landlord  its
proportionate  share of such real property taxes paid by Landlord concerning the
shopping center.  Tenant shall make monthly payments of one-twelfth  (1/12th) of
the cost of such real property taxes incurred for that assessment period, due on
the lst of the month with the rental payment.  The  proportionate  share of such
real property  taxes to be paid by Tenant shall be computed by  multiplying  the
cost of real property  taxes by a fraction,  the numerator of which shall be the
number of square feet of floor space in the Demises Premises and the denominator
of which shall be the number of square  feet of all  buildings  in the  Shopping
Center. A copy of all tax statements and other instruments  received by Landlord
in  connection  with  the  computation  of said  real  property  taxes  shall be
furnished by Landlord to Tenant, at Tenant's  request.  The amount to be paid by
Tenant to Landlord  under this section shall be calculated  annually at the time
each the  appropriate  taxing  authorities  issue  assessment  for real property
taxes.

         Tenant  will pay all taxes,  assessments  and charges of every type and
nature  whatsoever  which  shall  during the term  hereof be  levied,  assessed;
imposed or become due and payable in  connection  with any  fixtures,  equipment
inventory or other personal property place upon the leased premises by Tenant.

26. ASSIGNMENT OR SUB-LETTING PROHIBITED: The Tenant shall not have the right to
assign this Lease or to sublet airy part of the  premises at any time during the
term of this Lease,  or during any  extended  term,  without  the prior  written
consent of Landlord, which written consent will not be unreasonable withheld. It
is  understood  and  agreed  that the  assigning  of said Lease by Tenant or the
subletting  of die premises by the Tenant,  after  securing  written  consent of
Landlord,  shall not relieve  Tenant's  assignees or sub lessees from  complying
with all the terms of this  Lease and shall not  change the type of use that can
be made of die premises.

27. ALTERATIONS: The Tenant shall not make any major alterations or additions to
the building  herein leased  without the prior written  consent of the Landlord,
which written consent will not be unreasonably withheld.

28. AMENDMENTS: No amendment,  modification, or alterations of the teams of this
agreement shall be binding unless it is in writing, dated subsequent to the date
of this agreement, and duly executed by the parties to this agreement.

29. TERMINATION OF PRIOR AGREEMENTS: All prior Lease Agreements between Landlord
and Tenant  respecting the property covered herein are hereby  terminated.  This
agreement  supersedes  and  takes  the place of any such  prior  agreements  and
constitutes the entire agreement between the parties.

30.  TEXAS LAVA TO APPLY:  This  agreement  shall be  construed  under,  and ill
accordance  with the laws of the  State of  Texas,  and all  obligations  of the
parties created by this Lease are performable in Bowie County, Texas.

                                Page 8 of 9 Pages
<PAGE>

31.  ATTORNEY'S FEES AND COSTS: If, as a result of a breach of this agreement by
either  party,  the other party  employs an attorney or attorneys to enforce its
rights under this Lease,  then the breaching party agrees to pay the other party
the reasonable attorney's fees and costs incurred to enforce the Lease.

32. FORCE MAJEURE:  Neither Landlord nor Tenant shall be required to perform any
term, condition,  or covenant in this Lease so long as performance is delayed or
prevented by force  majeure,  which shall mean acts of God,  strikes,  lockouts,
material or labor  restrictions  by any  governmental  authority,  civil  riots,
floods,  and any other  cause not  reasonably  within the control of Landlord or
Tenant and which by the exercise of due diligence  either  Landlord or Tenant is
unable holly or in part, to prevent or overcome.

33. TIME OF ESSENCE: Time is of the essence of this agreement.

34.  OPTION TO RENEW LEASE:  Landlord  hereby  grants unto Tenant the  exclusive
right and  option of  extending  the term of this  Lease for two (2)  additional
terms of five (5) years each commencing on May 1, 2007 and terminating on May 1,
2012, and commencing on May 1, 2017 and terminating on May 1, 2022 provided that
Tenant is not in default in the terms of this Lease.  In order to exercise  such
extension;  Tenant shall serve written  notice upon Landlord by certified  mail,
return  receipt  requested,  at least  ninety  (90) days prior to the end of the
primary term of this Lease.  In the event Tenant  exercises its option to extend
such Lease far such  additional  term, the base rent for such  additional  terms
shall be  855.68  for the  first  additional  term  and  958.36  for the  second
additional term (same  representing a twelve and one-half  percent increase over
the base rent for the primary term and the secondary term respectably).

         EXECUTED in multiple counterparts by Landlord and Tenant, each of which
shall  have the frill  force and effect of an  original,  this 29th day of April
2002 , but effective as of the 1st day of May 2002.


---------------------------------              ---------------------------------
Landlord                                       Witnessed



---------------------------------
Safescript Pharmacies Inc.


---------------------------------
President, Curtis Swanson














                                Page 9 of 9 Pages






<PAGE>

                                   EXHIBIT "A"

LEGAL DESCRIPTION OF REAL PROPERTY:

All  that  certain  tract or  parcel  of land  situated  in the  George  Brinlee
Headright  Survey,  Texarkana,  Bowie  County,  Texas,  being a portion of Ennis
Street,  all of Lots 1 & 2 and a  portion  of Lot No. 3,  Block  No.  4,  Sparks
Addition to the City of Texarkana,  Bowie County,  Texas,  according to the plat
thereof  recorded in Volume 244,  Page 323 of the Plat Records of Bowie  County,
Texas, and being more particularly described by metes and bounds as follows:

BEGINNING at an iron pipe for corner at the Southwest  corner of said Lot No. 1,
said point being in the East right-of-way line of Lovett Street;
THENCE North 88 deg. 36 min.  East,  with the South lines of said Lot No. 1, 2 &
3, 145.08 feet to an iron pipe for corner;
THENCE North 01 deg. 06 min. West, 197.86 feet to an iron pipe for corner on the
North right-of-way line of said Ennis Street,  same being the South right-of-way
line of Interstate  Highway No. 30; THENCE South 88 deg. 54 min. West,  with the
North right-of-way line of said Ennis Street,  same being the South right-of-way
line  of said  I-30,  145.00  feet  to an  iron  pipe  for  corner  on the  East
right-of-way line of said Lovette Street;
THENCE  South 01 deg.  06 min.  East,  with the East  right-of-way  line of said
Lovett Street,  198,62 feet to the Point of Beginning and containing 0.6599 acre
of land, more or less.






<PAGE>

                                   EXHIBIT "B"

1. All  exterior  signs which shall be erected by Tenant  shall be placed  flush
with the wall of the  leased  building,  and may not  extend  above or below the
front of the building,

2. The design,  type, anal location of all signs to be erected by Tenant must be
approved in writing by Landlord.

3. Landlord will not approve any flashing,  neon type signs, nor any signs which
are lighted by separate exterior lights.

4. Tenant may display the signage and lettering on the front door of the demised
premise, relevant to Tenant's business.

5. All  interior  signs that may be placed in a window  with the intent of being
viewed from outside shall be subject to the above conditions. ,