EXHIBIT 10.57

                                 LEASE AGREEMENT

     This Lease Agreement,  made this 8th day of July, by and between  Executive
Park Partnership, 300 Executive Park Building, 320 Executive Court, Little Rock,
Arkansas 72205,  hereinafter  referred to as "Lessor," and Pharmacy  Associates,
Inc., hereinafter referred to as "Lessee".

                                   WITNESSETH:

     1. Office Space and Term.  Lessor,  in  consideration  of the rentals to be
paid and of the covenants,  conditions,  and agreements to be kept and performed
by Lessee,  hereby  leases to the Lessee,  and Lessee hereby leases from Lessor,
that certain space ("Office  Space"),  in Executive Park Building  ("Building"),
320  Executive  Court,  Little Rock,  Arkansas,  which Office Space  consists of
approximately  1,435  rentable  square  feet of area,  as outlined in red on the
attached Exhibit A.

     Unless sooner terminated by the terms of this Lease, the Term of this Lease
shall  commence on the first day of July,  1999  ("Starting  Date"),  and end at
midnight on the 30th day of April,  2002  ("Ending  Date").  If, for any reason,
other than acts or  omissions  by Lessee or its agents,  Lessor  cannot  deliver
possession  of the Office Space to Lessee on or before the Starting  Date,  then
there shall be an abatement of rent for the period after the Starting  Date that
the  Lessor  is unable to  deliver  possession,  and the  Ending  Date  shall be
extended for an identical period,  its being the parties' intent that this Lease
have a complete Term of thirty-four (34) months.

     2.  Rent.  Lessee  agrees  to  pay  to  Lessor  as  annual  rental  without
deductions,  set-off,  prior notice, or demand, the sum of $20,951.00  ("Rent"),
payable  in  equal  monthly   installments  of  $1,745.92.   The  first  monthly
installment of Rent shall be due in advance on or before the first full calendar
month of the Term,  with future  payments due on or before the first day of each
month thereafter  during the Term,  subject to any adjustments in this Lease. In
the event  that the  Starting  Date is on any day other  than the first day of a
calendar  month,  then the first monthly  installment  of Rent shall include the
prorated  Rent for the first partial  month.  Rent and all other sums payable by
Lessee to Lessor under this Lease shall be paid to Lessor,  without deduction or
offset, at the following address: Terry Moore & Associates,  Inc., 320 Executive
Court, Suite 300, Little Rock,  Arkansas 72205, or at such other place as Lessor
may later specify in writing.

     The Rent shall be increased  annually,  on each anniversary of the Starting
Date,  by an  amount  equal  to  four  percent  of the  Rent in  effect  for the
immediately preceding 12-month period as follows:

                                   Annual Rent      Monthly Rent

July 1, 1999 - April 30, 2000      $20,951.00       $1,745.92
May 1, 2000 -  April 30, 2001      $21,789.04       $1,815.75
May 1, 2001 -  April 30, 2002      $22,660.60       $1,888.38

          a.  Additional  Rent.  Whenever  under  the  Lease any sum of money is
     required to be paid by Lessee in addition to the Rent,  whether or not such
     sum is herein  described as "Additional  Rent," said sum shall, at Lessor's
     option,  if not paid when due,  be  deemed  "Additional  Rent" and shall be
     collectible as such with the next  installment of Rent  thereafter  falling
     due.

          b. Late Charge.  Lessee  agrees that a late charge equal to the lesser
     of (i) five percent of the late  installment  of Rent; or (ii) such maximum
     percentage as allowed by Arkansas law, will be added to the  installment of
     Rent then due if payment thereof is not received by Lessor on or before the
     tenth day of the month in which it is due.  Checks  returned for any reason
     shall be considered nonpayment of rent, and the late charge shall apply.

     3. Use of  Office  Space.  The  Office  Space  shall be used by Lessee as a
business or professional office to include sales (other than the retail sales of
merchandise),  service,  demonstration,  and storage  and for no other  purposes
without the prior written consent of Lessor. Lessee shall not do or permit to be
done in or about the  Office  Space,  nor keep or permit to be  brought  or kept
therein which is  prohibited  by, or which would in any way conflict  with,  any
law,  statute,  ordinance,  or  governmental  rule or regulation now in force or
which may later be enacted or  promulgated,  which will in any way  obstruct  or
interfere  with the rights of other tenants in the  Building,  which will impair
the proper and economic maintenance, operation, or repair of the Office Space or
the Building,  or which is prohibited by or will increase the existing  premiums
for any fire, casualty, or other insurance policy which Lessor has placed on the
Building or its  contents.  Lessee  further  agrees not to cause,  maintain,  or
permit any  nuisance in, on, or about the Office Space or commit or suffer to be
committed any waste in, on, or about the Office Space or Building.

     Lessee  agrees  that,  if it uses the  Office  Space to  operate a place of
"public   accommodation,"  as  that  term  is  defined  in  the  Americans  with
Disabilities  Act of 1990, as amended  ("ADA"),  that Lessee will be responsible
for and shall comply with all requirements of the ADA. If Lessee determines that
architectural  barriers  must be  removed  from the  Office  Space in order  for
Lessee's  business to comply with the ADA, then Lessee shall by written  request
seek  Lessor's  approval for such  alterations.  Any such  alterations  shall be
conducted in accordance with the provisions of Paragraph 9. If Lessee determines
that  architectural  barriers  must be removed  from the  Building  in order for
Lessee's  business to comply with the ADA,  then Lessee  shall  promptly  notify
Lessor in writing of the requested  alterations.  Lessor shall not  unreasonably
withhold approval of the requested  alterations to the Building or Office Space.
Lessee shall, at Lessor's option,  bear the sole expense of all barrier removals
necessitated  by Lessee's use of the Office  Space.  Lessor may  terminate  this
Lease if it determines that the barrier removals necessitated by Lessee's use of
the Office Space will compromise the structural integrity of the building,  will
interfere  with  the  occupancy  of  other  tenants  in  the  Building,  or  are
inconsistent with Lessor's overall plan for the Building or Office Space.

     4.  Assignment  and  Subletting.  Lessee  shall  not  assign  its  right of
occupancy under this Lease or any interest therein,  or sublet the Office Space,
or any portion thereof,  without the prior written consent of Lessor,  which the
parties  agree may be withheld  for any  reason.  Notwithstanding  any  approved
assignment or subletting of the Office  Space,  or any portion  thereof,  Lessee
shall continue to be liable for the  performance of the terms,  conditions,  and
covenants  of this  Lease,  including,  but not limited to, the payment of Rent.
Consent by Lessor to one or more assignments or sublettings shall not constitute
a waiver of Lessor's rights as to any subsequent assignments and sublettings.

     5. Access to Premises.  Lessor or its authorized agent or agents shall have
the right to enter the Office Space at all  reasonable  times for the purpose of
inspection,  preventing waste, and making such alterations and repairs as Lessor
may  consider  necessary  (but  without  any  obligations  to do so,  except  as
expressly  provided herein).  Lessor,  or its agents,  may also enter the Office
Space  during the final 120 days of the Term then in effect  for the  purpose of
showing the Office Space to  prospective  tenants.  If, during the last month of
the Term,  Lessee  shall  have  removed  all or  substantially  all of  Lessee's
property from the Office  Space,  and shall no longer be using the Office Space,
Lessor may  immediately  enter and alter,  renovate,  redecorate,  and lease the
Office Space without elimination or abatement of Rent or incurring any liability
to the Lessee for any offsets of Rent or charges owed,  and such acts shall have
no effect upon this Lease.

     6.  Services.  Lessor  shall,  at Lessor's  expense,  provide (i)  elevator
service,  (ii)  lighting to the common  stairs,  entries,  and  restrooms in the
Building,  (iii) toilet room  supplies,  (iv) janitor  service five days a week,
Monday through Friday (except for holidays),  (v) water, (vi) sewage,  and (vii)
heating and air conditioning service to the Building  (collectively  hereinafter
call "Services").

     Lessor shall select, and may change from time to time, the electric service
provider for the  Building.  Lessee  agrees to comply with any electric  service
provider  determinations or changes made by Lessor and to provide Lessor, or the
authorized  electric  service  provider,  access  to  Lessee's  electric  lines,
feeders, risers, wiring, and other machinery in the Office Space, when requested
by Lessor.

     Lessor shall not be liable for any damages  directly  resulting  from,  nor
shall any Rent be abated by reason of (a) installation,  use, or interruption of
use of any equipment in connection  with the furnishing of any Services,  or (b)
failure to furnish,  or delay in  furnishing,  any Services when such failure or
delay is caused by any condition beyond the reasonable control of Lessor, or (c)
by the making of necessary  repairs or  improvements  to the Office Space or the
Building,  or (d) any change,  failure,  defect,  or disruption in the supply or
character of electric service provided in the Building or Office Space. Lessor's
temporary  failure to furnish  any  Services  or to  provide  adequate  electric
service to the Building or Office Space shall not be construed as an eviction of
Lessee or relieve  Lessee from the duty of  observing or  performing  any of the
provisions of this Lease.

     7.  Condition of Office Space.  The Office Space is leased to Lessee in its
"as-is" condition.

     8. Repairs and  Maintenance.  Except as  otherwise  provided in this Lease,
Lessor will, at its own cost and expense,  make  necessary  repairs of damage to
the Building corridors,  lobby, the Building's exterior walls and structure, the
roof the  Building,  and to the equipment  used to provide the Services.  Lessor
shall have exclusive use of the roof. Lessor shall not be liable for any repairs
necessitated  by damage  caused by acts or  omissions  of  Lessee,  its  agents,
customers,  employees,  or invitees, in which event Lessee will bear the cost of
such repairs.

     Lessee will  maintain the Office Space in good repair.  Except as otherwise
provided in this Lease,  upon  termination of this Lease,  Lessee will surrender
and deliver the Office Space to Lessor in the same condition in which it existed
as of the Starting Date, reasonable wear and tear excepted.

     9.  Alterations and  Improvements.  Lessee shall not make any  alterations,
additions,  or  improvements  to the  Office  Space  without  the prior  written
approval of the Lessor. Any approved  alterations and improvements to the Office
Space  shall be made at  Lessee's  sole  expense.  Lessee  shall  not  allow the
construction  of  any  approved  alterations,   additions,  or  improvements  to
interfere with the operation of the Building.  Prior to the  commencement of any
approved alterations,  additions, or improvements, Lessee shall submit to Lessor
copies of all necessary permits.  Lessor reserves the right of final approval of
the contractors hired by Lessee. All alterations,  additions,  and improvements,
whether  temporary  or permanent  in nature,  made in or upon the Office  Space,
shall be Lessor's property and, upon termination of this Lease,  shall remain in
or on the Office Space without compensation to Lessee. If, however, Lessor shall
so request in writing,  Lessee  will,  prior to the  termination  of this Lease,
remove any and all alterations,  additions, and improvements placed or installed
by Lessee in the Office Space and will repair any damage caused by such removal.
All of Lessee's furniture, movable trade fixtures, and equipment not attached to
the Building may be removed by Lessee upon or prior to the  termination  of this
Lease,  if Lessee so elects.  If required  by Lessor,  Lessee  shall  remove all
furniture,  movable trade  fixtures,  and  equipment  from the Office Space upon
termination of the Lease. Any furniture,  movable trade fixtures,  and equipment
not removed upon the  termination of this Lease shall,  at the option of Lessor,
become the property of Lessor.

     10. Indemnity. Lessor shall not be liable for and Lessee will indemnify and
save Lessor  harmless  of and from any and all fines,  suits,  claims,  demands,
losses, and actions (including  attorneys' fees) for any injury to any person or
damage to or loss of  property on or about the Office  Space or the  Building if
caused by the  negligence or  misconduct or breach of this Lease by Lessee,  its
employees,  subtenants,  invitees,  or by any other  person  entering the Office
Space or the  Building  under an  express or implied  invitation  of Lessee,  or
arising out of Lessee's use of the Office  Space.  Lessor shall not be liable or
responsible  for any loss or  damage to any  property  or death or injury to any
person  occasioned  by any matter beyond the control of Lessor or for any injury
or damage or  inconvenience  which may arise through repair or alteration of any
part of the Building,  or arise through  failure to make repairs,  or arise from
any cause whatever,  except for "Lessor" gross negligence.  Lessee shall, at all
times during the Term, and any extensions thereof, maintain and pay for a policy
of public liability insurance in an amount not less than $500,000, naming Lessor
as an additional  insured  thereunder.  Certificates  evidencing  such insurance
shall be furnished to Lessor upon request.

     11. Damage by Fire or Other  Elements.  In the event the Building should be
totally destroyed by fire,  tornado, or other casualty  ("Casualty"),  or in the
event the Office Space or building  should be so damaged that, in the opinion of
the Lessor,  rebuilding and repairs cannot be completed within 90 days after the
date of the Casualty,  either Lessor or Lessee, may at its option within 30 days
after the date of the  Casualty,  terminate  this Lease by giving  notice to the
other party in writing.  In the event the  Building or Office Space should be so
damaged by Casualty  that, in the opinion of the Lessor,  rebuilding and repairs
cannot  be  completed  within  90 days  after  the date of  Casualty,  or if the
Casualty  should  be more  serious  but  neither  Lessor  nor  Lessee  elects to
terminate  this Lease,  then Lessor shall,  within 40 days after the date of the
Casualty, commence to rebuild or repair the Building and/or the Office Space and
shall  proceed with  reasonable  diligence  to restore the  Building  and/or the
Office Space to  substantially  the same  condition in which it was  immediately
prior to the happening of the Casualty, except that Lessor shall not be required
to rebuild, repair, or replace any part of the furniture,  equipment,  fixtures,
and other  improvements  which may have been  placed by Lessee or other  tenants
within the Building or Office  Space.  Unless such Casualty is the result of the
negligence or willful  misconduct  of Lessee or Lessee's  employees or invitees,
Lessor shall abate Lessee's Rent in its entirety during the time that the Office
Space is unfit for occupancy, as determined by the Lessor. In the event that any
mortgage on the Building should require that the insurance  proceeds received as
a result of the  Casualty to be used to retire the  mortgage  debt,  then Lessor
shall have no  obligation  to  rebuild,  and this  Lease  shall  terminate  upon
Lessor's notice to Lessee.

     12. Building Rules and  Regulations.  Lessee shall at all times observe and
comply  with the Rules and  Regulations  printed  on or annexed to this Lease as
Exhibit B and all reasonable modifications of and additions thereto from time to
time put into  effect by  Lessor.  Such  Rules and  Regulations,  including  any
modifications or amendments thereto,  are incorporated in this Lease as if fully
set  forth  herein.   Lessor  shall  not  be   responsible  to  Lessee  for  the
non-performance  of any of said Rules and  Regulations  by any other  tenants or
occupants of the Building.

     13.  Eminent  Domain.  If the whole or any portion of the Building shall be
taken for any  public or  quasi-public  use  under  any  statute  or by right of
eminent domain or private purchase in lieu thereof,  then,  Lessor or Lessee, at
its option,  may, within 30 days after receiving notice of such  condemnation or
taking,  terminate this Lease by written notice to the other party. Lessee shall
not be  entitled  to any part of any award made for such  condemnation  or other
taking or the purchase price thereof made to Lessor.

     14.  Signs and  Advertising.  No  signs,  placard,  lettering,  advertising
material, or other notice of any kind shall be displayed or placed on or so that
it is visible from the exterior of the Office Space or the Building  without the
prior written approval of Lessor.  Upon  termination of this Lease,  Lessee will
remove  any sign,  advertisement  or notice  painted on or affixed to the leased
premises, and restore the place it occupied to the condition which existed as of
the date this Lease takes effect.

     15.  Default.  Upon the happening or at any time after the happening of any
one or more  of the  following  events  ("Event  of  Default"),  Lessor,  at its
election,  may declare  Lessee to be in default  under this Lease:  (i) Lessee's
failure to pay the Rent, Additional Rent, or any other sums due under this Lease
for a period of 15 days after written notice by Lessor; (ii) Lessee's failure to
observe, keep, or perform any of the terms, covenants, agreements, or conditions
of this  lease or in the  Building  Rules  and  Regulations  for a period of ten
business  days  after  written  notice by Lessor;  (iii)  Lessee's  vacating  or
abandoning  the Office  Space or  attempting  to mortgage or pledge its interest
hereunder; (iv) Lessee's interest under this Lease being sold under execution or
other legal process;  (v) Lessee's interest under this Lease being subject to an
unauthorized  attempted  subletting or  assignment;  or (vi) any of the goods or
chattels of Lessee used in or incident to the operation of Lessee's  business in
the Office Space being seized,  sequestered, or impounded by virtue of, or under
authority of, any legal proceeding.

     In the event of the  happening of an Event of Default,  the Lessor,  at its
election,  may at any time  and in any  order,  exercise  any one or more of the
following options:

          a. Terminate Lessee's right to possession under the Lease and re-enter
     and retake possession of the Office Space and relet or attempt to relet the
     Office  Space on behalf of  Lessee  at such rent and under  such  terms and
     conditions as Lessor may deem best under the  circumstances for the purpose
     of reducing Lessee's  liability  hereunder.  Lessee shall remain liable for
     all Rent,  Additional  Rent, or other sums due under this Lease and for all
     damages  suffered  by  Lessor  because  of  Lessee's  breach  of any of the
     covenants of this Lease.

          b.  Declare  this Lease to be  terminated  and  re-enter  and  re-take
     possession  of the Office  Space,  terminating  all of the Lessee's  right,
     title, and interest in and to the Office Space.

          c.  Accelerate  and  declare  the  entire  remaining  unpaid  Rent and
     Additional  Rent for the  balance of this Lease to be  immediately  due and
     payable.

     The  Lessor's  exercise  or  failure to  exercise  any one or more of these
options  shall not  preclude  the  Lessor's  enforcement  of any other  remedies
otherwise  set forth in this Lease or  otherwise  provided  by  applicable  law.
Lessor may, in addition to any other  remedies,  enter the Office Space and take
possession  of  any  and  all  goods,  wares,  equipment,  fixtures,  furniture,
improvements, and other personal property of Lessee situated on or in the Office
Space, without liability for trespass or conversion, and sell the same at public
or private sale, with or without having such property at the sale,  after giving
Lessee reasonable notice of the time and place of any public sale or of the time
after  which any  private  sale is to be made,  at which  sale the Lessor or its
assigns may  purchase.  Unless  otherwise  provided by law, the  requirement  of
reasonable notice should be met if such notice is given in the manner prescribed
in  Paragraph  22 of this Lease at lease five days before the date of such sale.
The  proceeds of any such sale,  less any and all  expenses  connected  with the
taking of  possession,  holding,  and  selling  property  (including  reasonable
attorneys' fees),  shall be applied as a credit against the indebtedness owed by
the Lessee. Any surplus shall be paid to Lessee or as otherwise required by law;
and Lessee shall promptly pay any deficiencies.

     No re-entry or re-taking  possession of the Office Space by Lessor shall be
construed  as an election on its part to  terminate  this Lease,  unless  Lessor
gives written notice of such intention to Lessee. Lessor's acceptance of Rent or
Additional Rent following an Event of Default shall not be construed as Lessor's
waiver of such Event of  Default.  Lessor's  failure to enforce  any one or more
remedies upon an Event of Default shall not be deemed or construed to constitute
a waiver of any violation or Event of Default.

     The  parties  hereby  waive  trial by jury in any  action,  proceeding,  or
counterclaim  brought by either  party on any  matters  arising out of or in any
connected with this Lease, the  relationship of Lessor and Lessee,  Lessee's use
or occupancy of the Office Space and/or the Building. The parties agree that any
and all suits for breach of this Lease shall be instituted and  maintained  only
in those  courts of  competent  jurisdiction  located  in Little  Rock,  Pulaski
County, Arkansas.

     16.  Attorneys'  Fees.  Lessee agrees to pay all court costs and attorneys'
fees  incurred  by Lessor in the event that  Lessor at any time  institutes  any
legal  action or  proceeding  to enforce  this Lease,  or any of the  provisions
hereof, or otherwise employs an attorney therefor.

     17.  Landlord's Lien. In addition to the statutory  landlord's lien, Lessor
shall at all times have a valid security interest to secure payment of all Rent,
Additional  Rent,  and other sums  becoming due under this Lease,  and to secure
payment of any  damages or loss which  Lessor may suffer by reason of the breach
by Lessee of any covenant,  agreement,  or condition  contained herein, upon all
goods, wares, equipment,  fixtures, furniture,  improvements, and other personal
property of Lessee presently or which may later be situated in the Office Space,
and all  proceeds  therefrom.  Lessee  agrees  to  prepare  and sign any and all
financing statements and other documents  necessary,  or requested by Lessor, to
perfect Lessor's security interest in and to such property.

     18.  Subordination.  In  consideration  of the  execution  of this Lease by
Lessor,  Lessee accepts this Lease, subject to any deeds of trust, mater leases,
security interests, or mortgages, which might now or hereafter constitute a lien
upon the Building or  improvements  therein or on the Office Space.  Lessee also
accepts  this  Lease  subject  to  any  zoning  ordinances,  building  and  fire
ordinances,  and all government regulations relation to the use of the Building.
Lessee  shall,  on  demand,  in the forms  prescribed  by  Lessor,  execute  any
instrument,  estoppel  certificates,  releases,  or other  documents that may be
requested or required by any holder of any superior  interest for the purpose of
subjecting and  subordinating  this Lease to the lien of any such deed of trust,
master lease, security interest,  mortgage, or superior interest.  Lessee hereby
appoints Lessor as its attorney-in-fact, irrevocably, to execute and deliver any
such instrument or document for Lessee should Lessee fail or refuse to do so.

     19.  Quiet  Enjoyment.  Provided  Lessee  has  performed  all of the terms,
covenants,  agreements,  and conditions of this Lease,  including the payment of
Rent, Additional Rent, and other sums due hereunder,  Lessee shall peaceably and
quietly hold and enjoy the Office Space against Lessor and all persons  claiming
by,  through,  or under Lessor,  during the Term,  subject to the provisions and
conditions of this Lease.

     20. Security Deposit. Waived.

     21.  Mechanics  Liens.  Lessee  agrees that it will not permit or cause any
mechanics lien or liens to be placed upon the Office Space, the Building, or any
improvements thereon.

     22. Notices.  Any notice or document  required or permitted to be delivered
under this Lease  shall be deemed to be  delivered  or given upon the earlier of
when it is (i) actually received or (ii) signed for or "refused" as indicated on
the postal service return  receipt.  Delivery may be by personal  delivery or by
United  States Mail,  postage  prepaid,  certified or  registered  mail,  return
receipt  requested,  addressed to the respective party at its respective address
set out at the end of this Lease or at such other  address  as the  parties  may
later specify by written notice delivered in accordance therewith.

     23. Separability. If any clause or provision of this Lease is determined to
be illegal,  invalid or  unenforceable  under any  present or future  applicable
laws,  then it is the  intention of the parties that the remainder of this Lease
shall not be affected thereby.

     24.  Holding Over. The failure of Lessee to surrender the Office Space upon
the termination of this Lease, and the subsequent  holding-over by Lessee,  with
or without the consent of Lessor,  shall  result in the creation of a tenancy at
will at double the Rent in effect upon the termination.  This provision does not
give Lessee any right to hold over after the termination of this Lease and shall
not be deemed to be a  renewal  of this  Lease,  either by  operation  of law or
otherwise.

     25.  Continuous  Occupancy.  Lessee will not permit the leased  premises to
remain  vacant or unused for the  purposes for which leased for more than thirty
(30) consecutive days without written consent of the lessor.

     26. Rent - A Separate Covenant. Except as otherwise provided in this Lease,
Lessee shall not for any reason withhold or reduce Lessee's required payments of
Rent or  other  charges  provided  in this  Lease,  its  being  agreed  that the
obligations of Lessor hereunder are independent of Lessee's obligations.

     27. Joint and Several Liability. If two or more individuals,  corporations,
partnerships,  or other business  associations  shall sign this Lease as Lessee,
the ability of each respective individual,  corporation,  partnership,  or other
business  entity,  and the  members  thereof,  to pay Rent and perform all other
obligations under this Lessee shall be deemed to be joint and several.

     28. Corporate Tenancy. If Lessee is a corporation or other business entity,
the  undersigned  offer of Lessee  hereby  warrants and certifies to Lessor that
Lessee is in good  standing and is  authorized  to do business in Arkansas.  The
undersigned  officer of Lessee further  warrants and certifies to Lessor that he
or she, as such officer,  is, by his or her signature,  authorized and empowered
to bind the Lessee to the terms of this Lease.

     29. Brokerage Commission. Lessee represents that it has dealt directly with
Terry Moore & Associates, Inc. as broker in connection with this Lease, and that
insofar as Lessee  knows,  no other broker  negotiated  or  participated  in the
negotiation of this Lease or submitted or showed the Office Space or is entitled
to any commission in connection therewith.

     30.  Amendments.  This Lease  contains  the entire  agreement  between  the
parties and may not be altered,  changed,  or amended  except by  instrument  in
writing signed by both parties. The terms, provisions, covenants, and conditions
contained  in this Lease shall apply to, inure to the benefit of, and be binding
upon the parties,  and upon their respective  representatives,  successors,  and
legal assigns, except as otherwise provided herein.

     31.  Option to Move  Lessee.  Lessor  shall have the  right,  upon 30 days'
notice to Lessee,  to require  the  removal of Lessee to other  premises  in the
Building, provided that such other premises shall be substantially equivalent to
or better than the Office  Space,  that such  removal  shall take place  without
expense  to  Lessee,  and that all  terms and  conditions  of this  Lease  shall
continue  in full force and effect  after such  removal  with  regard to the new
premises.

     32. Special  Stipulations.  This items listed below are to be special terms
or conditions for items not covered elsewhere in this Lease:

          a. The Office Space is leased as-is.

          b. Lessee  agrees to abide by the Building  Rules and  Regulations,  a
     copy of which is attached, in effect during the term of this Lease.

     33.  Renewal  Option.  Lessee shall have the option to renew this Lease for
one additional 36-month period under the same terms and conditions  contained in
this Lease,  provided,  Lessee must notify Lessor in writing of its intention to
renew at least 120 days prior to the expiration of the Term then in effect.

     34. Agency Disclosures.  The subparagraph(s) selected below shall represent
the agency relationships reflected in this Lease agreement:

          a. Lessor  Agency.  When the Lessee is not  represented  by a separate
     agent, the only agency in effect is that between Lessor and the agent.

          b. Lessee Agency. Lessee authorizes the Lessor's agent to pay from the
     agent's   leasing   fee  a  share   deemed   competitive   by  the   agent,
     to____________________________________________ as agent of the Lessee.

          c.    Dual     Agency.     Lessor     and     Lessee     agree    that
     ___________________________________  may  represent  both  parties  in this
     transaction  to lease the  leased  premises  to the  Lessee,  subject to an
     agency agreement or similar representation  agreement with the named agent.
     Should this situation arise, the Lessor and Lessee agree as follows:

               (1) The agent  shall not  disclose  to the  Lessee or Lessor  any
          personal, financial, or other confidential information about the other
          party without that party's express written  consent.  This restriction
          excludes information related to material property information which is
          known to the agent and other  information  which must,  at the agent's
          discretion, be disclosed.

               (2)  Lessee  acknowledges   notification  that,  when  the  agent
          represents  both parties,  a possible  conflict of interest can arise;
          and under this  Lease,  the Lessee and Lessor  agree to forfeit  their
          right to receive the undivided loyalty of the agent, provided that the
          Lessee has also agreed, under its agreement with the agent, to forfeit
          their right to receive the undivided loyalty of the agent.

               (3) Lessee and Lessor  agree to waive any claim now or  hereafter
          arising out of the agent's representing both parties.

     35.  Fair  Housing.  Lessor and Lessee  agree  that equal  service  will be
provided  to all persons  regardless  of race,  color,  religion,  sex,  marital
status,  national  origin,  disability,  familial  status or age.  Additionally,
Lessor and Lessee  agree that the agent must  comply  with all state and federal
laws while performing this agreement.

     36.  Governing  Law.  This Lease  shall be  governed  by and  construed  in
accordance with the laws of the State of Arkansas.

     37. Recordation of Lease. This Lease shall not be recorded. A short form or
memorandum  of this  Lease may be  recorded  upon  request  by either  Lessor or
Lessee,  provided,  however,  that  Lessor  shall  approve  such  short  form or
memorandum prior to recordation.

     THIS IS A LEGALLY BINDING  CONTRACT WHEN SIGNED BY THE PARTIES BELOW.  READ
IT  CAREFULLY.  IF YOU DO NOT  UNDERSTAND  THE EFFECT OF ANY PART,  CONSULT YOUR
ATTORNEY  BEFORE  SIGNING.  REAL ESTATE  AGENTS  CANNOT GIVE LEGAL  ADVICE.  THE
PARTIES SIGNED BELOW WAIVE THEIR RIGHT TO HAVE AN ATTORNEY DRAFT THIS FORM.

<PAGE>

     IN WITNESS WHEREOF, the undersigned have hereunto executed this Lease as of
the date first shown above.

                                          EXECUTIVE PARK PARTNERSHIP

                                          By:/s/Terry Moore
                                                Terry Moore & Associates, Inc.
                                                Managing Agent

                                          Address:320 Executive Court, Suite 300
                                                Little Rock, Arkansas 72205-4545

WITNESS:

/s/Dilmah L. Coyle

                                     LESSEE

                                          By:

                                          Name:/s/Tery Baskin
                                          Title:  President

                                          Address:320 Executive Court, Suite 201
                                                  Little Rock, AR 72205