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                                                                 EXHIBIT 10.3.11




                                LEASE AGREEMENT

     STATE OF LOUISIANA
     PARISH OF CADDO


             THIS AGREEMENT OF LEASE is made and entered into this the 11th 
     day of 1997, by and between;

            Dr. Nabil A. Mouffarej, M.D. and Hanan T. Mouffarej, represented
            herein by Dr. Nabil A. Mouffarej, M.D., duly authorized,
            hereinafter called "LESSOR",

            AND

            Andicare Incorporated d/b/a The Company Doctor, qualified to do
            business in the State of Louisiana, herein represented by A. N.
            Tooke, its duly-authorized Secretary and Registered Agent
            hereinafter referred to as "LESSEE".

                             I   PREMISES LEASED
Lessor hereby leases to Lessee, and Lessee leases and accepts, subject to the
terms and conditions of this lease, the premises referred to as the Leased
Premises, as outlined in yellow on the attached site plan and incorporated
herein and marked Exhibit A, upon which site the Lessor has constructed a
building, the Leased premises herein being located in the City of Shreveport,
Caddo Parish, Louisiana, with a municipal address of. 2205 E. 70th Street,
Suite 200, Shreveport, Louisiana 71105.  Said Leased Premises contains
approximately 4,844 useable square feet of space.

                             II   PURPOSE AND TERM

          The initial term of this lease shall be one (1) year and fifteen (15)
  days beginning June 15, 1997, and ending June 30, 1998.  Any holding over in
  the Leased Premises by Lessee following the expiration of the initial term
  shall constitute an occupancy month-to-month by Lessee for the same terms and
  conditions as contained herein, except that the monthly base rental for the
  Leased Premises in any holdover period after the initial term of this lease
  shall be calculated at 125% of the monthly base rental during the last month
  of the initial term; provided, however, holding over by Lessee shall be
  allowed only with the consent of Lessor.

          The herein Leased premises are to be used for the following purposes
  by Lessee and none other, viz.: general medical offices.


                      III   DEFINITIONS AND INTERPRETATION OF TERMS USED
          A.     Demised Premises.  The term "demised premises" and/or "leased
  premises" shall mean the parcel of real property occupied by Lessee in
  performance of its business operations in the building described herein-

          B.     Building- The term "building" shall mean all of the building
  and parking facilities constituting the building located at 2205 E. 70TH
  Street, identified in Article I., in which the Demised Premises are located.

          C.     Parking Area.  The term "parking area" shall mean all areas
  (exclusive of footways, loading zones, Lessee or employee parking) existing,
  or as hereafter modified in and/or around the building, as identified in
  Article I.

          D.     Rent Installment Period.  The term "rent installment period"
  shall mean each calendar month within the annual term or fiscal year of this
  lease.
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          E.     Notice to Lessor by Lessee.  The term "notice to Lessor by
  Lessee" shall mean a written notice directed by registered or certified mail,
  return receipt requested, to said Lessor as herein defined.

          Lessor:  Dr. Nabil A. Moufarrej, M.D. and
                   Hanan T. Moufarrej
                   2205 East 70th Street
                   Shreveport Louisiana  71105

          Lessee:  Andicare Incorporated d/b/a The Company Doctor
                   Attn.- A. N. Tooke
                   2406 Ashland Avenue
                   Bossier City, Louisiana  71111

                                 IV. RENTALS
The consideration hereby shall be;
A.       A Guaranteed Annual (fiscal year of twelve months) Rental of Fifty
Three Thousand Two Hundred Eighty Four and No/100 Dollars ($53,284.00) which
sum shall be payable in twelve (12) monthly installments of Four Thousand Four
Hundred-Forty and 33/100 Dollars ($4,440.33), due in advance the fifth day of
each calendar month commencing on July 1, 1997.  Lessor agrees to lease the
said premises to Lessee for a fifteen (15) day period beginning on June 15,
1997, through June 30, 1997, for the sum of Two Thousand Two Hundred Twenty and
16/100 Dollars ($2,220.16).  Payment for any partial period shall be adjusted
at the beginning of occupancy; plus

B.       FOR THE FIRST YEAR OF THE LEASE TERM, LESSEE SHALL PAY TO LESSOR ITS
PRO RATA SHARE OF THE AD VALOREM TAXES IMPOSED UPON THE REAL PROPERTY OF THE
BUILDING.  LESSEE'S PRO RATA SHARE SHALL BE BASED UPON THE FOLLOWING FORMULA.
2,422 SQ. FT. (GLA OF LEASED PREMISES) DIVIDED BY 10,185 SQ. FT. (GLA OF
BUILDING), THAT IS 23.78 PERCENT OF THE TOTAL AD VALOREM TAXES IMPOSED.  THIS
SUM SHALL BE ACCRUED IN TWELVE MONTHLY INSTALLMENTS.
         FOR ANY SUBSEQUENT YEARS LESSEE AGREES TO PAY ITS FULL PRO RATA SHARE
OF THE AD VALOREM TAXES IMPOSED UPON     THE REAL PROPERTY OF THE BUILDING.
LESSEE'S PRO RATA SHARE SHALL BE BASED UPON THE FOLLOWING FORMULA: 4,844 SQ.
FT.  (GLA OF LEASED PREMISES) DIVIDED BY 10,185 SQ. FT. (GLA OF BUILDING), THAT
IS 47.56 PERCENT OF THE TOTAL AD VALOREM TAXES IMPOSED.  THIS SUM SHALL BE
ACCRUED IN TWELVE MONTHLY INSTALLMENTS.

C.       (This section was intentionally deleted.)

D.       (This section was intentionally deleted.)

E        If Tenant should fail (I) to pay, when due, any rental, charge or other
         sum payable hereunder, within (10) days after written notice shall
         have been given to Tenant; or (ii) to keep, observe, or per-form any
         of the other terms, covenants, and conditions herein to be kept
         observed and performed by Tenant for more than thirty (30) days after
         written notice shall have been given to Tenant specifying the nature
         of such default, or, if said default so specified (other than a
         default under subdivision (1) hereof) shall be of such nature that the
         same cannot reasonably be cured or remedied within said thirty (30)
         day period and thereafter to completion, Landlord shall also have the
         right at its option in addition to and not in limitation of any other
         right or remedy available to it, to terminate this lease by giving
         Tenant a written three (3) days' notice of Termination and ,upon the
         expiration of said three (3) days, the term hereof shall end and
         expire fully and completely.

                 In the event that Lessor is required by Lessee's default to
         place in the hands of an attorney its claim for rent due hereunder,
         then and in that event there shall be added to the amount of its claim
         ten (10%) percent of the amount to be collected, both principal and
         interest, as attorney's fees, and it is stipulated that all past due
         rent shall bear interest at the rate of twelve (12%) percent per annum
         from maturity until paid.
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                          V. UTILITIES AND MAINTENANCE

A.     Maintenance - Demised Premises.  Lessor shall maintain in good repair
the roof, foundation, and exterior   walls of the building.  In addition, all
interior maintenance and repair work of any kind or character whatsoever that
may hereinafter become necessary during the term of this lease shall be done by
and at the expense of Lessor, except those repairs necessitated by Lessee's
tenancy.  Lessee herein agrees that said Lessor shall not be held responsible
or liable for any damage to Lessee or Lessee's stock, furniture, fixtures, and
equipment due to defects or delays in connection with making these necessary
repairs; however, Lessor agrees to exercise due diligence in making said
repairs.  Lessee further agrees to return said demised premises to Lessor's
possession at the end of occupancy or upon termination of this lease for any
cause whatsoever in substantially good order and repair, considering normal
usage.

B.    Utilities.  Lessee agrees to pay all utilities for electricity, and trash
removal, and fuel used on demised premises during the term of this lease.


                             VI. USE AND OCCUPANCY

          Lessee's business shall be established and conducted at all times
during the term of this lease in a diligent and first class manner.  Lessee
shall not permit any use of the leased premises for any purpose calculated to
injure the reputation of said building of which said demised premises are a
part nor for any purpose or use in violation of the statutory laws of the
United States or of the State of Louisiana or of the ordinances or the
municipality of parish have jurisdiction, nor for any immoral or unlawful
purposes whatsoever, nor suffer nor permit nuisances, noises, vibrations, or
odors thereon and therefrom which are obnoxious to other tenants or their
patients or clients in the building.
          Lessee shall use and maintain all equipment which might be harmful,
hazardous, or infectious in a manner consistent with OSHA regulations and any
other applicable governmental regulations.  Lessee shall dispose of all trash
including but not limited to bio-hazardous and medical materials, in a manner
consistent with OSHA regulations and any other applicable governmental
regulations.

          The Lessor shall not be responsible to Lessee for any loss or damage
which may be caused by the overflow or backing up of any sewer, gas, or caused
by any gas connected in said building or for damages caused by the overflow of
any revetments, drainage basins, or by the back-flow of any city sewer or water
main, or for other overflow or backing up.

          Lessor agrees to provide all systems In working order and/or to put
all systems in working order as quickly after final lease execution as
possible.  Lessee agrees at all times to keep said demised premises in a neat
clean, and sanitary condition and comply with all valid laws, ordinances, rules
and regulations made now or hereafter by the municipality or parish having
jurisdiction, or the State of Louisiana, or the United States, or any
governmental authority applicable to the occupancy or use of said premises,
including all laws, rules and regulations respecting fire, fire hazard, and
safety measures.

         Lessee further agrees that it will be solely responsible for all
injuries to persons and property resulting from any accident explosion, leak,
cause, or catastrophe arising in or about the building and its appurtenances,
and the parking lot and area around the building unless the Lessor knew or
should have known of the defect causing such injury or had received notice
thereof and failed to remedy it within a reasonable time and said defect is in
the category of defects which Lessor is obligated under terms of this lease to
repair.  Lessee agrees to indemnify Lessor against loss, cost, damage, or
expense by reason of any accident, loss, casualty, catastrophe, or damage
resulting to any person or property through any use of the demised premises and
the building or- any part thereof caused by failure to comply with Lessee's
covenants contained in this lease, or caused by the negligence of Lessee or
Lessee's family, agent servants, employee, contractor, guests, or customers.
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                                   INSURANCE

         Lessor shall not be held responsible, accountable, or liable to
Lessee, Lessee's employees, patrons, visitors, or others for any damage to
person or property caused by the act of negligence of the Lessee, his
employees, patrons, or other, or by catastrophe Lessee, at his own expense,
shall obtain and maintain during the continuation of this lease, "Owners,
Landlords, and Tenants Liability In cc", written by an insurance company or
companies approved by Lessor, licensed to do business in the State of
Louisiana, which will fully protect Lessor against any and all liability for
property damages and personal injuries suffered by reason of the use of the
demised premises in the limits of $1,000,000.00 to apply in the case of a
person injured and $1,000,000.00 to apply in case of any one accident and
$1,000,000,.00 property damage, and NOT LATER THAN THE DATE OF OCCUPANCY LESSEE
SHALL FURNISH PROPERLY CERTIFIED COPIES OF SUCH INSURANCE CONTRACTS TO LESSOR
(OR IN THE ABSENCE THEREOF A WRITTEN BINDER THEREOF) and Lessee shall hold
Lessor harmless from any and all liability and from any injury or damage
occasioned and shall keep said demised premises in proper and safe condition.
The policy shall stipulate that the insurer will not cancel the same for any
cause, EXCEPT AFTER ten (10) days written notice to Lessor.

  If at any time prior to the commencement date of this lease or at any time
  during the term hereof the improvements located on the herein demised
  premises should be destroyed or damaged to an extent which require repairs in
  an amount in excess of forty (40%) percent of the replacement cost, less
  reasonable depreciation under the straight line method, of the entire
  improvement located upon said demised premises, Lessor shall have the option
  of either;

           a.    terminating this lease with neither party having any rights
                 against the other party from and after the occurrence or
                 destruction;
           b.    repairing or rebuilding such improvements in substantially the
                 same or better condition than they were prior to destruction,
                 or damages, in which event rental shall be abated
                 proportionately to the loss of occupancy suffered by Lessee.
                 Within thirty (30) days after the occurrence of such
                 destruction under the straight line method, of the entire
                 improvements located on the herein demised premises, Lessor
                 shall notify Lessee of the alternative which Lessor chooses to
                 make, and if during such thirty (30) day period Lessor does
                 not give Lessee notice of its decision, this lease shall
                 continue in full effect and the right of termination shall be
                 deemed to have been waived.

  No goods, merchandise, or materials shall be kept stored, or sold by Lessee
  in the d premises specified as hazardous by standard stock insurance company
  rules and regulations for the State of Louisiana, and Lessee shall not suffer
  or permit any act of omission or commission to be done on or in the premises
  which will increase the fire insurance premium rate.  If the said insurance
  rate is increased by such an act, then the increased cost of such insurance
  on the building of which the demised premises form a part shall be paid by
  Lessee to Lessor with the next succeeding payment of rental unless done or
  caused to be done by Lessor under the terms of this lease.


                            VIII. SIGNS AND PARKING

          Lessee agrees to abide by any reasonable rules for loading,
  unloading, parking of vehicles, or other controls of walks, drives, and open
  spaces within the building (the building herein defined) instituted by Lessor
  which are for the general or specific benefit of said the building or the
  tenants therein, as determined by Lessor.  Lessee agrees that due to the
  limited size of the parking area that "18 wheel" trucks will be prohibited
  from parking at anytime in the parking area of the building.

          Signs: Tenant shall, at its own expense, provide a suitable
  identification sign of such size, design, and character as Landlord shall
  first approve in writing and shall install the same at a place or places on
  the demised premises, designated by Landlord and maintain such sign or other
  installation in sight by and good condition and repair.  Other than such
  permitted signs, Tenant shall not place or install or suffer to be placed or
  installed or maintain on the exterior of the demised premises any awning,
  canopy, banner, flag, pennant, aerial antenna, or the like without the
  approval of the Landlord.  Landlord shall have the right, after five (5) days
  notice to Tenant, to
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  remove any signs not approved and installed by Tenant and to be reimbursed
  for the reasonable cost of such removal and/or any repairs necessitated
  thereby, without suffering any liability to Tenant for such removal.


                IX. ACCEPTANCE,.  ALTERATIONS- AND ADDITIONS

          Lessee shall accept the demised premises in the condition in which
they are at the time of commencement of this lease.

                      X. RIGHT TO INSPECT, WAIVER, ETC.

          Access to Premises: Landlord and its authorized representatives shall
  have the right to enter upon the demised premises during all regular business
  hours for the purpose of inspecting or exhibiting the same to prospective
  purchasers, mortgages, and tenants.  Landlord shall have the right to
  maintain and repair all utility equipment, in, upon, or under the demised
  premises as may be necessary for the servicing of the demised premises and/or
  other portions of the building; the right to enter upon the demised premises
  during all regular business hours (and in emergencies at all times) for the
  purpose of making any repairs thereto and thereon or to the building of which
  it forms a part, as Landlord reasonably may deem necessary, and for any other
  lawful purpose without the same effecting an actual or constructive eviction
  of Tenant from the demised premises or any part thereof.  Landlord shall also
  have the right during the last sixty (60) days of the lease term to show the
  space to other prospective tenants.


                                     XI.

          It is further agreed this lease cannot be changed, varied, or
  extended except by instrument in writing signed by Lessor and Lessee.  One or
  more waivers by Lessor of any covenant, term, provision, or option of this
  lease shall not constitute a waiver of any other, violation of Lessee or his
  assignees or employees; and shall not constitute a waiver of any other rights
  accruing to Lessor under this lease.  The various rights, powers, options,
  elections, and remedies of Lessor herein contained shall be construed as
  cumulative and none of them as exclusive of any other o r exclusive of any
  rights or remedies as are or shall be allowed Lessor by law.

                                     XII

          Lessee agrees that neither this lease nor any interest therein shall
  be assigned or transferable or by operation of law and in the event of any
  proceeding seeking a receivership of Lessee or his assets or any proceeding
  under the Bankruptcy Act or any amendment thereto be commenced by or against
  Lessee (or should there be more than one, then any Lessee) or in the event
  Lessee (or should there be more than one, then any Lessee) be adjudged
  insolvent or made an assignment for the benefit of his creditors, or if a
  writ of execution levied on the business of the Lessee conducted, or the
  assets thereof situated in the demised premises or on the leasehold estate
  created hereby, be not discharged within five (5) days thereafter, this
  lease, at the option of Lessor, shall immediately cease and terminate and
  shall not be treated as an asset of Lessee after the exercise of the
  aforesaid option, to forthwith enter and repossess itself of said premises as
  of its original estate.

          Lessee shall not assign this lease or any right hereunder or sublet
  the premises, or any part thereof, nor permit any sub- Lessee or
  concessionaire to operate in said premises or permitting any concessionaire
  or sublease to operate in said premises shall constitute a waiver or
  discharge of the provisions of this paragraph, except as to the specific
  instance covered thereby, or shall release Lessee from obligations of this
  agreement, without Lessor's consent which shall not be unreasonably withheld.
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                            X III . LANDLORD'S LIEN

          LESSOR shall have and is hereby granted a valid lien SUBORDINATE ONLY
  TO A FIRST LIEN CREATED IN FAVOR OF THE HEALTHCARE FINANCIAL PARTNER PURSUANT
  TO THE LOAN AND SECURITY AGREEMENT BETWEEN HEALTHCARE FINANCIAL PARTNERS AND
  THE COMPANY DOCTOR WHICH WAS AGREED TO APRIL 14,1997 on all goods, chattels,
  furniture fixtures, and equipment which Lessee may have on or own upon the
  said demised premises or which Lessee may have on or own thereon at any time
  during this lease as well as any such rights against such movable properties
  belonging to strangers as the Landlord may enjoy under the law as well as
  upon the proceeds of any insurance accruing to Lessee by reason of the
  destruction of or damage to any such personal property, to secure all rent
  and other sums due or to become due Lessor hereunder, any and all exemption
  laws hereby being expressly waived in favor of said lien, and it is agreed
  that said expressed lien shall not be construed as a waiver of any statutory
  lien given or which may be given Lessor, but shall be additional thereto.

          The lien herein granted by Lessee to Lessor as distinguished from any
  statutory lien which Lessee may have is hereby subordinated by Lessor to any
  and all present or future mortgages which Lessee may grant covering any
  equipment purchased m order to make such purchase and covering inventory in
  order to finance purchase of said inventory,

          If said Lessor shall be in default or shall fail or refuse to perform
  or comply with any of Lessor's obligations under this lease, Lessee, after
  giving Lessor notice in writing of such default failure or refusal and demand
  to remedy the same, may at Lessee's option, if Lessor has not remedied said
  default failure or refusal within ten (10) days after receipt of said notice,
  exercise such right or remedy which Lessee may have, including the right to
  remedy the condition or matter referred to in such notice, if necessary, and
  Lessor agrees to reimburse Lessee for any expense reasonably incurred in
  connection with exercise of said right to

  remedy the condition or such expense or any part thereof at Lessee's option
  may be deducted in whole or in part from subsequent installments or rent; and
  in the event of any dispute between the parties as to the right of the Lessee
  any notice of default or termination of lease unless Lessee shall fail to
  make good to Lessor for such deduction within ten (10) days after receipt of
  notice by Lessee of a judgment in favor of the Lessor.


                           X IV      EXPROPRIATION

          If during the term hereof all said leased premises shall be taken,
  for public or quasi-public purposes, this lease shall terminate, but if only
  part of said premises be so taken, this lease shall cease only as to the part
  so taken and continue as to the part not so taken, and the rent herein
  reserved shall be abated in proportion that the area so taken bears to the
  total area of the leased premises, and it is expressly agreed and understood
  that all sums awarded for such taking, of said leased premises, or any part
  thereof, or for damages for any such taking, shall belong to Lessor, and
  Lessee shall have no interest in or claim to such award, or any part thereof,
  however, these provisions do not deprive Lessee of claim against authority
  expropriating the premises as Lessee's interest may appear, unless Lessee's
  ability to conduct business is impaired.


                            X V . RIGHT TO MORTGAGE 

          The Lessor reserves the right to subject and subordinate this lease
  at all times to the lien of any mortgage or mortgages hereafter placed upon
  the Lessor's interest in the said premises, and upon the land or premises of
  which the leased premises are a part, or upon the building hereafter placed
  upon the land of which the leased premises form a part.  The Lessee covenants
  and agrees to execute and deliver, upon demand of Lessor, its successors and
  assigns, such further instrument subordinating this lease to the lien of any
  such mortgage or mortgages provided, further, however, that such mortgage
  shall recognize the validity and continuance of this lease in the event of
  conveyance in lieu of foreclosure as long as the Lessee  shall not be in
  default under the terms of this lease.
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                               X VI.  ATTORNMENT

          Tenant agrees that in the event of a sale, transfer, or assignment of
  the Landlord's interest in the building or any part thereof, including the
  demised premises, or in the event any proceedings are brought for the
  foreclosure of any mortgage name by Landlord covering the building or any
  part thereof, including the demised premises, to attorn to and to recognize
  such transferee, purchaser, ground, or mortgages as Landlord under this
  lease.


                 X VII.  TENANT'S FIXTURES, EQUIPMENT, ETC.

          Lessee has the right and the privilege, subject to the compliance by
  Lessee with all the duties and obligations imposed by the terms of this
  lease, of installment and operating in the leased premises fixtures and such
  electrical and mechanical equipment as may be necessary and proper in the
  operation of Lessee's business, provided that in so doing Lessee shall comply
  with all lawful requirements, state, federal, and city, and with all rules
  and regulations of authorized bodies and agencies.

          Lessor initially provides and installs heating and air conditioning
  equipment for the demised space Further Lessor agrees to have all units
  inspected and if necessary repaired and in good working order upon
  commencement of the lease term. Subsequent to the inspection and necessary
  repairs upon commencement of the lease term, Lessor will be responsible for
  operation, maintenance and repair of all HVAC equipment.

          Lessor covenants and agrees that the title to all fixtures, signs,
  electrical or otherwise, shelving, and similar equipment (whether attached to
  the land or building or otherwise) placed furnished, and/or installed in
  and/or on the leased premises by the Lessee, except replacements of
  installations originally made by Lessor, shall remain the property of Lessee
  and may be removed at any time that Lessee may desire, provided that Lessee
  shall not be in default in the payment of rent hereunder and/or of any of the
  terms and provisions of this lease.  Notwithstanding these provisions, Lessee
  shall be entitled to remove such items at the expiration of the term of this
  lease, provided all monies due as provided herein have been paid, All such
  removals shall be accomplished in a good workmanlike mariner so as not to
  damage the primary structure or structural qualities of the building and
  other improvements situated in the building.


         Subject to the foregoing, all alterations; installations, additions.
and improvements, whether temporary or permanent in character, made in, to or
on the demised premises except as stated above, and being made only after prior
written approval by Lessor, shall immediately, upon the installation thereof,
become and be the property of Lessor and shall remain upon and be surrendered
with the premises, except that Lessee will ascertain from Lessor within thirty
(30) days prior- to the termination of this lease whether Lessor desires to
have ft premises, or any part thereof, restored to their condition prior to the
malting of such additions, alterations, installations, and improvements,
including fixtures and improvements as provided, shall become the property of
Lessor as stated, as liquidated damages without reimbursement to Lessee for
same or loss of use for same.  All electrical wiring and plumbing and the
location thereof shall be subject to written approval of Lessor prior to the
installation thereof.


                            X VIII  RECONDUCTION

         In the event the Lessee remains in possession of the Premises after
the expiration of this lease and without the, execution of a new lease, he
shall be deemed to be occupying the Leased Premises only as a tenant from
month-to-month, subject to all of the conditions, provisions, and obligations
of this lease insofar as the same are applicable to a month-to-month tenancy,
but such occupancy shall not affect a reconduction of the lease.
<PAGE>   8
                                X IX. REPAIRS

         Anything elsewhere herein contained to the contrary notwithstanding it
is specifically agreed and understood that Lessee has inspected the premises
and particularly the interior and exterior doors, door frames, and bucks and
found them in good order and acceptable condition and that the maintenance
thereof and any repairs or replacements required shall be the responsibility
solely of the Lessee, all at his cost arid expense. Landlord shall not be
required to commence any such repair until after notice from Tenant that the
same is necessary, which notice, except in case of an emergency shall be in
writing and shall allow Landlord a reasonable time in which to commence and
complete such repair. Tenant agrees, at Tenant's own cost and expense to keep
and maintain work erected and installed and all fixtures and equipment
installed by Tenant.


                            X X SECURITY DEPOSIT

         Simultaneously with the execution of this lease, Lessor acknowledges
receipt of $4,440.33 to secure complete performance of Lessee's obligations
under this lease.  This deposit shall not bear interest or cam income and shall
not be considered an advance payment of rental or a measure of Lessor's damages
in case of default by Lessee.  If, during the term of this lease or at its
termination, Lessor incurs any expense because of Lessee's failure to fully
comply with the requirements of this lease, then Lessor may appropriate and
apply so much of the deposit as is necessary to reimburse itself for such
expense(s).  Within three (3) days of demand wherefore by Lessor, Lessee shall
restore the security deposit to its original amount and Lessee's failure to do
so shall constitute a default under the Default Section of this lease, except
that the, ten (10) day grace period contained therein shall not be applicable
in case of default hereunder.  Any remaining portion of the security deposit
shall be returned to Lessee at Lessee's last known address after termination of
this lease.


                                 X XI  RENEWAL

         Renewal Option: If at the end of the primary term of this lease,
Lessee is not in default of any of the terms, conditions, or covenants of this
lease, Lessor grants to Lessee, but not any assignee or subtenant of Lessee the
option to renew this lease for two (2) additional terms of two (2) yews each
upon the same terms and conditions contained in this lease with the following
exceptions:

         A. The rental rate for the first renewal term shall not be less than
Eleven and No/100 Dollars ($11.00) per square foot per year and not more than
Thirteen and No/100 Dollars ($13.00) per square foot per year.  The exact rate
to be determined and mutually agreed to by both Lessor and Lessee.

         B.      The rental rate for the second two yew renewal term shall be
set at the then prevailing market rate for comparable space.  'The  exact rate
to be determined and mutually agreed to by both Lessor and Lessee. Lessee must
notify Lessor ninety (90) days prior to the termination date of the lease as to
its intent to exercise these renewal options.  If Lessor and Lessee are unable
to reach a mutual agreement regarding the lease rate sixty (60) days prior to
the lease termination, this renewal option shall become null and void.

         C.      The successive options provided for in this paragraph shall be
available to Lessee only if Lessor determines, at the sole discretion of
Lessor, that Lessee's business and occupancy of the leased premises does not
interfere with the business of Lessor or of other tenants conducted in the
building.  In the event that Lessor determines that such interference has
occurred Lessor shall so notify Lessee at least one HUNDRED TWENTY (120) days
in advance of the expiration of the then current term.


                         X XI V. REAL ESTATE COMMISSION

         Lessor agrees to pay commission to Vintage Realty Company and U. L.
Coleman Company, as agents in connection with negotiations in obtaining of this
lease as follows: One, half of the first monthly rental and six percent (6%) of
each and every monthly rental thereafter throughout the primary lease term to
be divided equally
<PAGE>   9
between Vintage Realty Company and U. L. Coleman Company. Thereafter, for all
extension, expansions and for the renewal and/or any other options of the
leased premises.
         Lessor further agrees that the obligation of such commission shall
constitute a real right or covenant running with the property, burdening the
leased premises and binding all successors in interest, title, and ownership
thereof for the full and timely payment of commission. in connection therewith,
Lessor agrees to obtain from any transferee of the leased premises an
assumption agreement in the form of an authentic act or A private act duly
acknowledged, whereby such Transferee shall acknowledge the mission obligations
and agrees to continue payment to Vintage Realty Company of all such commission
payments when and as they thereafter fall due; Lessor to deliver such executed
agreements to the above mentioned agent at the closing of the transfer
transaction.  Thereafter, Lessor shall be released from personal liability for
subsequent commission payments.  The rights and obligations of the parties
hereto shall extend to their respective heirs, successors and assigns.

                            XXIV  GENERAL PROVISIONS
         Time is of the essence of this lease and every term, condition,
covenant, and provision.
         This lease shall inure to the benefit of and be binding upon heirs,
executors, administrators, successors, and assigns of the respective parties
hereto, except that nothing in this paragraph contained shall authorize and
assignment of the interest of Lessee herein without prior written consent of
Lessor.

         If any clause or provision of this lease shall be invalid or void for
any reason, such invalid or void clause or provision shall not affect the whole
of this instrument but the balance of the provisions hereof shall remain in
full force and effect.

               IN TESTIMONY OF, the Lessor and the Lesser, have executed this
instrument in duplicate originals on this day and year first above written and
in the presence of the undersigned competent witnesses.

                                        LESSOR: DR. NABIL A. MOUFARREJ, M-D.
                                        AND HANAN T. MOUFARREJ

                                        BY:.______________________________
                                               Dr. Nabil A. Moufarrej, M.D



                                            BY:_____________________________
                                            Hanan T. Moufarrej



                                            LESSEE: ANDICARE INC. D/B/A THE 
                                            COMPANY DOCTOR

                                            By: ______________________________
                                            A. N. Tooke
                                                Secretary and Registered Agent