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The following is an excerpt from a 10KSB SEC Filing, filed by RTIN HOLDINGS INC on 5/7/2002.
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SAFESCRIPT PHARMACIES INC - 10KSB - 20020507 - EXHIBIT_10

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

POLLARD HE BUILDINGS STANDARD LEASE -FORM

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

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

OPTION TO RENEW

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

HOLDING OVER

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

RENT

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

SECURITY DEPOSIT

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

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

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

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

Page 1 of 8

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

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

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

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

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

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

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

TAXES

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

UTILITIES AND SERVICES

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

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

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

Heating:     Tenant
             ------

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

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

Page 2 of 8

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

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

USE

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

DESTRUCTION AND RESTORATION

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

INSURANCE

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

LIABILITY

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

CONDITION OF PREMISES

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

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


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

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

MAINTENANCE, AND REPAIR

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

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

ALTERATIONS

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

Page 4 of 8

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

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

COMPLIANCE WITH LAWS AND REGOT-ATIO14

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

ASSIGNMENT AND SUBLETTING

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

TENANT DEFAULT AND REMOVAL OF ABANDONED PROPERTY

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

INTERRUPTION OF UTILITIES

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

Page 5 of 8

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

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

EXCLUSION of TENANT

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

LIEN

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

SUBORDINATION

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

INDEMNITY

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

FIRE EXTINGUISHER

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

SIGNS

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

Pagc 6 of 8


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

TENANT BANKRUPTCY

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

CONDEMNATION

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

NOTICES

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

DEFAULT BY LANDLORD

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

SIGNS

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

RIGHT OF ENTRY

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

WAIVER OF BREACH

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

TIME OF ESSENCE

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

BINDING Of HEIRS ANDS ASSIG14S

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

RIGHTS AND REMEDIES CUMULATIVE

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

Page 7 of 8

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

TEXAS LAW TO APPLY

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

LEGAL CONSTRUCTION

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

PRIOR AGREEMENTS SUPERSEDED

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

AMENDMENT

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

ATTORNEY' FEES

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

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

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

MAKE CHECKS PAYABLE' POLLAR-HEINES BUILDINGS, LLC

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

MAKE CHECKS PAYABLE: POLLARD HEINES BUILDINGS, LLC

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

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

Page 8 of 8

EXECUTIVE EMPLOYMENT AGREEMENT
BY AND BETWEEN
RTIN HOLDINGS, INC.
AND
STANLEY LAWRENCE SWANSON

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into to commence and be effective as of the 1st day of January , 2001 ("Effective Date") by and between RTIN HOLDINGS, INC., a Texas corporation, (the "Company") and STANLEY LAWRENCE SWANSON, 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 Executive Officer ("CEO") upon the terms and conditions set forth in this Agreement. As CEO, the Executive shall always be the most senior 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 Company subject to Board policies and direction. Executive's duties and responsibilities hereunder shall also include the provision of management oversight services to Company's subsidiaries Safescript Pharmacy, Inc., a Texas corporation, ("Safescript") and Safe MedSystems, Inc. a Texas corporation ("Safe Med"). Executive shall report directly to the Board of Directors of the Company. Executive shall perform his job in Longview, Texas and shall not have to render services at another location, except on a temporary basis.

2. Compensation

(a) Base Salary Executive shall be paid a base salary ("Base Salary") at the annual rate of $200,000.00 for year one, $225,000 for year two, $250,000 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 1.5% of the average Adjusted Net Profits, as hereinafter defined, of the Company and Safescript, beginning with the year ending December 31, 2002 and each fiscal year thereafter during the term of this Agreement. "Adjusted Net Profits" shall mean the net profits of the Company and the Company's subsidiaries Safescript Pharmacy, Inc. and Safe Med Systems, Inc., respectively, before federal and state income and franchise taxes, determined in accordance with generally accepted accounting practices by the Company's and Safescript's independent accounting firm and adjusted to exclude:

(i) any Incentive Compensation payments paid pursuant to this Agreement;

(ii) any contributions to pension and/or profit sharing plans;

(iii)any extraordinary gains or losses (including, without limitation, gains or losses on disposition of assets);

(iv) any refund or deficiency of federal and state income or franchise taxes paid in a prior year;

(v) any inter-company transactions; and

(vi) any provision for federal or state income or franchise taxes made in prior years that is subsequently determined to be unnecessary.

The determination of the Adjusted Net Profits made by the independent accounting firm employed by the Company and Safescript shall be final and binding upon Executive, Company and Safescript. 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 Adjusted Net Profits 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 125,000 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
------------------------------- -------------------------------
December 5, 2002                               40,000 shares
------------------------------- -------------------------------
December 5, 2003                               40,000 shares
------------------------------- -------------------------------
December 5, 2004                               45,000 shares
------------------------------- -------------------------------

(ii) The exercise price per share for the options shall be the average closing price of RTIN common stock, as quoted by the NASD OTC-BB, for the five trading days preceding the Effective Date of this Agreement, as appropriately adjusted for stock splits, stock dividends, and the like.

(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.

(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 December 5, 2005.

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 $1,000.00. 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.

(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:

(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.

(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

(D) 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.

(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.

(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:

/s/ Stanley L. Swanson
-----------------------------
Stanley L. Swanson

COMPANY:

/s/ Curtis A. Swanson
-----------------------------
By:  Curtis A. Swanson
Its:  President & Chief Operating Officer


EXECUTIVE EMPLOYMENT AGREEMENT
BY AND BETWEEN
RTIN HOLDINGS, INC.
AND
CURTIS ALAN SWANSON

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into to commence and be effective as of the 1st day of January, 2001 ("Effective Date") by and between RTIN HOLDINGS, INC., a Texas corporation, (the "Company") and CURTIS ALAN SWANSON, 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 President and Chief Operating Officer ("COO") upon the terms and conditions set forth in this Agreement. As COO, the Executive shall always be the most senior operations 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 Company subject to Board policies and direction. Executive's duties and responsibilities hereunder shall also include the provision of management oversight services to Company's subsidiaries Pegasus Pharmacy, Inc., a Louisiana corporation, ("Pegasus") and MedEx Systems, Inc. a Louisiana corporation ("MedEx"). Executive shall report directly to the Board of Directors of the Company. Executive shall perform his job in Longview, Texas and shall not have to render services at another location, except on a temporary basis.

2. Compensation

(a) Base Salary Executive shall be paid a base salary ("Base Salary") at the annual rate of $185,000.00 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 1.5% of the average Adjusted Net Profits, as hereinafter defined, of the Company and Pegasus, beginning with the year ending December 31, 2002 and each fiscal year thereafter during the term of this Agreement. "Adjusted Net Profits" shall mean the net profits of the Company and the Company's subsidiaries Pegasus Pharmacy, Inc. and MedEx Systems, Inc., respectively, before federal and state income and franchise taxes, determined in accordance with generally accepted accounting practices by the Company's and Pegasus's independent accounting firm and adjusted to exclude:

(i) any Incentive Compensation payments paid pursuant to this Agreement;

(ii) any contributions to pension and/or profit sharing plans;

(iii)any extraordinary gains or losses (including, without limitation, gains or losses on disposition of assets);

(iv) any refund or deficiency of federal and state income or franchise taxes paid in a prior year;

(v) any inter-company transactions; and

(vi) any provision for federal or state income or franchise taxes made in prior years that is subsequently determined to be unnecessary.

The determination of the Adjusted Net Profits made by the independent accounting firm employed by the Company and Pegasus shall be final and binding upon Executive, Company and Pegasus. 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 Adjusted Net Profits 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.

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(c) Stock Options Executive shall be entitled to options to acquire 125,000 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
------------------------------- -------------------------------

December 5, 2002                                   40,000 shares
------------------------------- --------------------------------
December 5, 2003                                   40,000 shares
------------------------------- --------------------------------
December 5, 2004                                   45,000 shares
------------------------------- --------------------------------

(ii) The exercise price per share for the options shall be the average closing price of RTIN common stock, as quoted by the NASD OTC-BB, for the five trading days preceding the Effective Date of this Agreement, as appropriately adjusted for stock splits, stock dividends, and the like.

(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.

(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 December 5, 2005.

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.

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(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 $1,000.00. 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.

(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;

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(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:

(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.

5

(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.

(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

(D) 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.

6

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.

(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.

7

(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.

(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:

/s/ Curtis A. Swanson
-----------------------------
Curtis A. Swanson

COMPANY:

/s/ Stanley L. Swanson
-----------------------------
By:  Stanley L. Swanson
Its:   Chief Executive Officer

BROKERAGE PARTNERS