NATIONAL MEDICAL HEALTH CARD SYSTEMS INC
MATERIAL CONTRACTS
<DOCUMENT>
<TYPE>EX-10.54
<SEQUENCE>18
<FILENAME>0018.txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>


                                 EXHIBIT 10.54

                                      LEASE

     THIS LEASE AGREEMENT (Lease) made this 4th day of March 1996 by and between
Executive Park  Partnership,  qualified to transact business in Arkansas with an
office at 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
hereinafter  to be paid and of the  covenants,  conditions  and agreements to be
kept and performed by Lessee, hereby leases, lets and demises to the Lessee, and
Lessee  hereby  leases and hires from Lessor  that  certain  space,  hereinafter
called the "Office Space" (Office Space) in Executive Park Building, hereinafter
called the "Building"  (Building)  located at 320 Executive Court,  Little Rock,
Arkansas, which Office Space consists of approximately 6240 rentable square feet
of area, as outlined in green on attached Exhibits "A, A-1 and A-2".

     TO HAVE  AND TO HOLD  the  Office  Space  for a term of  three  (3)  years,
commencing on the 1st day of May, 1996 and ending at midnight on the 30th day of
April, 1999. If Lessor, for any reason whatsoever,  cannot deliver possession of
the Office  Space to Lessee on or before May 1st,  1996 this Lease  shall not be
void,  or voidable,  nor shall Lessor be liable to Lessee for any loss or damage
resulting  therefrom;  but in that event,  there shall be an  abatement  of rent
covering the period  between May 1st,  1996 and the time when Lessor can deliver
possession.  The date specified  above for the  commencement of the term, or, if
the Lessor cannot  deliver  possession on such date as aforesaid,  then the date
when  Lessor  can  deliver   possession  is  hereinafter   referred  to  as  the
"Commencement Date" (Commencement  Date). The ending date of this Lease shall be
extended for an identical  period of time to that period of time that transpired
between the May 1st, 1996 and the date Lessor delivered possession, it being the
parties'  intent  that this  Lease has a complete  term of three (3)  years.  By
occupying the Office Space, Lessee shall be conclusively deemed to have accepted
the same as complying fully with Lessor's covenants and obligations.

     2.  RENT.  Lessee  covenants  and  agrees to pay to Lessor as fixed  annual
rental without  deductions,  set off, prior notice or demand,  the sum of Eighty
thousand nine hundred  ninety and 20/100 dollars  ($80,990.20)  payable in equal
monthly  installments  of Six  thousand,  seven  hundred  forty-nine  and 18/100
dollars  ($6,749.18)  hereinafter called "The Rental" or "The Rent" on or before
the first (1st) day of the first full  calendar  month of the term hereof and on
or before  the  first  (1st) day of each and  every  successive  calendar  month
thereafter  during the full term of the Lease,  subject  to the  adjustments  as
provided  hereinafter.  In the event the Commencement Date occurs on a day other
than the first day of a calendar month, the first Rental payment shall be in the
amount of Rental for one (1) full  calendar  month plus the prorated  Rental for
the  calendar  month in which the term of this Lease  commences.  Rental and all
other sums payable by Lessee to Lessor under this Lease shall be paid to Lessor,
without  deduction  offset,  at its management office presently located at Terry
Moore & Associates,  Inc., 320 Executive Court, Suite 300, Little Rock, Arkansas
72205 or at such other place as Lessor may hereinafter specify in writing.

     Whenever  under the term of this Lease any sum of money is  required  to be
paid by Lessee in addition to the Rental  herein  reserved,  whether or not such
sum is  herein  described  as  "Additional  Rent" or  provision  is made for the
collection of said sum as  "Additional  Rent," said sum shall  nevertheless,  at
Lessor's option,  if not paid when due, be deemed  Additional Rent, and shall be
collectible as such with the first  installment of Rent  thereafter  falling due
hereunder.

     LATE  CHARGE.  Lessee  agrees that a late charge equal to the lower of: (i)
five percent (5%) per month of the fixed  monthly  rental;  or (ii) such maximum
percentage  as allowed by Arkansas  law, will be added to the fixed monthly rent
if payment  thereof is not  received by Lessor on or before the 10th day of each
month. Checks returned for any reason shall be considered nonpayment of rent and
late charge shall apply.

     3. ADJUSTMENT OF FIXED ANNUAL RENT. The fixed annual rental and the monthly
installments  provided herein above shall be increased  annually,  effective and
annually  thereafter by an amount equal to four (4) percent (%) of the rental in
effect for the immediate proceeding year.

     4. USE OF  OFFICE  SPACE.  The  Office  Space  shall be used by Lessee as a
business or professional  office to include sales,  service,  demonstration  and
storage and for no other purposes  without the prior written  consent of Lessor.
Lessee  will not use the Office  Space for the  purpose  of the retail  sales of
merchandise.  Lessee  shall not do or  permit to be done in or about the  Office
Space, nor bring or keep or permit to be brought or kept therein, anything which
is prohibited by or will in any way conflict with any law, statute, ordinance or
governmental  rule or regulation  now in force or which may hereafter be enacted
or  promulgated,  or which is prohibited by any standard form of fire  insurance
policy or will in any way increase  the  existing  rate of or affect any fire or
other  insurance  upon  the  Building  or  any  of  its  contents,  or  cause  a
cancellation  of any insurance  policy covering the Building or any part thereof
or any of its contents.  Lessee shall not do or permit anything to be done in or
about the Office  Space  which will in any way  obstruct or  interfere  with the
rights of other tenants of the Building, or injure or annoy them or use or allow
the Office Space to be used for any improper, immoral, unlawful or objectionable
purpose,  nor shall Lessee  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.

     5.  ASSIGNMENT  AND  SUBLETTING.  Lessee  shall  not  assign  the  right of
occupancy under this Lease or any other 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  whatsoever.  Lessee
absolutely  shall have no right of assignment or subletting if it is or has been
in default of this Lease.  Notwithstanding  any assignment of the Lease,  or the
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 operate as a waiver of Lessor's
rights as to any subsequent  assignments and sublettings.  Lessor shall have the
sole option,  which shall be exercised by providing  Lessee with written notice,
of terminating  Lessee's  rights and  obligations  under this Lease in the event
Lessee  assigns or sublets the  premises  without the prior  written  consent of
Lessor.  Should Lessor permit any  assignment or subletting by Lessee and should
the monies received as a result of such assignment or subletting  (when compared
to the monies still payable by Lessee to Lessor) be greater than would have been
received  hereunder had not Lessor permitted such assignment or subletting,  the
excess  shall be payable by Lessee to Lessor,  it being the  parties'  intention
that Lessor,  and not Lessee,  shall be the party to receive any profit from any
assignment or subletting. If there are one or more assignments or sublettings by
Lessee to which Lessor consents,  the parties understand and agree,  anything to
the contrary notwithstanding, that any and all options to lease additional space
in the Building to be exercised  subsequent  to the date of such  assignment  or
subletting  are absolutely  waived and  terminated at Lessor's sole option.  The
provisions  of Item 23 shall be deemed  amended to provide the correct names and
addresses of the assignee or sublessee.

     6. ACCESS TO PREMISES.  Lessor or its authorized agent or agents shall have
the  right to enter  upon the  Office  Space  at all  reasonable  times  for the
purposes of inspecting the same,  preventing  waste,  and making such repairs as
Lessor may consider  necessary  (but without any  obligation  to do so except as
expressly  provided  for herein),  and 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  therefrom,  Lessor may immediately enter
and alter,  renovate and.  redecorate  the Office Space without  elimination  or
abatement of Rent or incurring liability to the Lessee for any such compensation
or offsets on Rent and charges owed and such acts shall have no effect upon this
Lease.

     7.  SERVICES.  Lessor  shall,  at Lessor's  expense,  provide (i)  elevator
service,  (ii) lighting (iii) toilet room supplies,  (iv) daily janitor  service
during  the time and in the manner  that such  janitor  service  is  customarily
furnished  in similar  office  buildings  in the city in which the  Building  is
located,  (v) water, (vi) sewage, and (vii) heating and air conditioning service
to the leased  premises.  Lessor shall not be liable for any damages directly or
indirectly  resulting  from,  nor shall any Rental herein set forth be abated by
reason of (1)  installation,  use, or  interruption  of use of any  equipment in
connection with the furnishing of any of the foregoing services,  or (2) failure
to furnish, or delay in furnishing, any such services when such failure or delay
is caused by accident or any condition  beyond the reasonable  control of Lessor
or by the making of necessary  repairs or improvements to the Office Space or to
the Building.  The temporary  failure to furnish any such services  shall not be
construed as an eviction of Lessee or relieve  Lessor from the duty of observing
and performing any of the provisions of this lease.

     8. NO LEASEHOLD IMPROVEMENTS. The space herein described is rented "AS IS,"
without any  additional  services  to be  rendered  by Lessor,  other than those
services  described  in Item 7. If Lessor  is to  additionally  alter,  remodel,
improve, or do any physical act or thing to the space as presently  constituted,
same  shall be at the sole  expense of Lessee  and shall be  effected  only ba a
"Work Order" signed by the parties,  the monies due Lessor from Lessee fro which
shall be deemed  "Additional  Rental"  hereunder.  In absence of a "Work  Order"
signed  by the  parties,  Lessor  is  under  no  obligation  to  make  any  such
alternation,  remodeling or  improvement  or do any physical act or thign to the
space.

     Any and all  extraordinary  expenses  and  costs of any  nature  whatsoever
attributable  to the  installation,  maintenance  and/or  removal  of  telephone
equipment,  computer  equipment and the like shall be borne solely be Lessee and
may be deemed by Lessor to be "Additional Rental" hereunder.

     9.  REPAIRS AND  MAINTENANCE.  Lessor  will,  at its own cost and  expense,
except as may be provided elsewhere herein,  make necessary repairs of damage to
the Building corridors, lobby, structural members of the Building, and equipment
used to provide  the  services  referred to in Item 7, unless any such damage is
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
not injure the Office Space or the  Building but will  maintain the Office Space
in a clean,  attractive condition and in good repair,  except as to damage to be
repaired by Lessor as provided above. Upon termination of the Lease, Lessee will
surrender  and deliver up the Office  Space to Lessor in the same  condition  in
which it existed at the commencement of the Lease,  excepting only ordinary wear
and tear and  damage  arising  from any cause not  required  to be  repaired  by
Lessee. This Item 9 shall not apply in the case of damage or destruction by fire
or other  casualty  which is covered by insurance  maintenance  by Lessor on the
Building (as to which Item 12 hereof shall  apply) or damage  resulting  from an
eminent domain taking (as to which Item 14 hereof shall apply).

     10.  ALTERATIONS  AND  IMPROVEMENTS.  Lessee  shall  make  no  alterations,
additions or improvements to the Office Space without prior written  approval of
Lessor.  Such  approval  shall  not be  unreasonably  withheld  in the  case  of
alterations,  additions or  improvements to the interior of the Office Space, if
such  alterations,  additions or improvements  are normal for office use, do not
adversely  affect utility of the Office Space for future  tenants,  do not alter
the exterior of the Building, are not of a structural nature and are accompanied
by  prepayment  or  bond  provisions  or  waivers  by  the  contractor  in  form
satisfactory to Lessor sufficient to protect the Building from claims of lien of
any sort;  otherwise,  such approval may be withheld for any reason  whatsoever.
Lessee shall conduct its work in such a manner as to maintain  harmonious  labor
relations and is not to interfere  with the operation of the Building and shall,
prior to the commencement of the work,  submit to Lessor copies of all necessary
permits.  Lessor  reserves the right to have final  approval of the  contractors
hired by Lessee. All alterations,  additions and improvements, whether temporary
or permanent in character, made in or upon the Office Space, either by Lessor or
Lessee,  shall be  Lessor's  property  and at the end of the term  hereof  shall
remain in or upon the Office Space without  compensation.  If,  however,  Lessor
shall  request in writing,  Lessee  will,  prior to  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 at the  termination  of this  Lease,  if
Lessee so elects,  and shall be so removed,  if  required by Lessor,  and if not
removed, shall at the option of Lessor, become the property of Lessor.

     11. INDEMNITY. Lessor shall not be liable for and Lessee will indemnify and
save Lessor harmless of and from all fines, suits, claims,  demands,  losses and
actions  (including  attorneys'  fees) for any  injury to person or damage to or
loss of  property  on or about the  Office  Space  caused by the  negligence  or
misconduct  or breach  of this  Lease by  Lessee,  its  employees,  sub-tenants,
invitees or by any other person  entering the Office Space or the Building under
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 theft,  fire, act
of God, public enemy, injunction, riot, strike, insurrection,  war, court order,
requisition  or other  governmental  body or authority,  by other tenants of the
Building  or any other  matter  beyond  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  Lessor's gross  negligence.  Lessee shall,  at all times
during the term of this Lease, maintain and pay for a policy of public liability
insurance  in an amount of not less than  $500,000.00.  Certificates  evidencing
such insurance shall be furnished  Lessor upon Lessee's  occupancy of the Office
Space.

     12. DAMAGE BY FIRE OR THE ELEMENTS.  In the event that the Building  should
be totally  destroyed  by fire,  tornado or other  casualty  or in the event the
Office  Space or  Building  should be so  damaged  that,  in the  opinion of the
Lessor,  rebuilding or repairs cannot be completed within ninety (90) days after
the date of such damage,  either Lessor or Lessee may at its option,  by written
notice to the other  given not more that thirty (30) days after the date of such
fire or other  casualty,  terminate this lease. In the event the Building or the
Office Space should be damaged by fire,  tornado,  or other casualty  covered by
Lessor's  insurance  but only to such extent that  rebuilding  or repairs can be
completed  within  ninety  (90) days  after the date of such  damage,  or if the
damage  should be more serious but neither  Lessor nor Lessee needs to terminate
this Lease,  then Lessor  shall  within  thirty (30) days after the date of such
damage  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.  Lessor  shall,  unless such damage is the
result of the negligence or willful  misconduct of Lessee or Lessee's  employees
or invitees, shall abate Lessee's rent obligation in its entirety of Rent during
the time  that  the  Office  Space is unfit  for  occupancy.  In the  event  any
mortgagee,  under  a deed  of  trust,  security  agreement  or  mortgage  on the
Building,  should  require  that the  insurance  proceeds  be used to retire the
mortgage  debt,  Lessor shall have no obligation to rebuild and this Lease shall
terminate upon notice to Lessee. Any insurance which may be carried by Lessor or
Lessee  against  loss or damage to the  Building or to the Office Space shall be
for the sole benefit of the party  carrying  such  insurance  and under its sole
control.

     13. BUILDING RULES AND  REGULATIONS.  Lessee shall  faithfully  observe and
comply  with the rules and  regulations  printed  on or annexed to this Lease as
Exhibit "C" and all reasonable  modifications of and additions thereto from time
to time put into effect by Lessor. Lessor shall not be responsible to Lessee for
the non-performance of any of said Rules and Regulations by any other tenants or
occupant of the Building.

     14.  EMINENT  DOMAIN.  If the whole or a 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 at Lessor's or Lessee's
option,  but not  otherwise,  the term  hereby  demised and all rights of Lessee
hereunder shall immediately cease and terminate and the Rental shall be adjusted
as of the date of such  termination.  Lessee shall be entitled to no part of the
award made for such condemnation (or other taking) or the purchase price thereof
made to Lessor. However,  nothing herein shall prevent Lessee from maintaining a
separate action for, or securing a separate award for, the loss of its leasehold
estate or other costs in addition to its  leasehold  estate if same is permitted
by Arkansas law.

     15. SIGNS AND ADVERTISING.  Lessee shall not permit the painting or display
of any signs, placard, lettering, or advertising material of any kind on or near
the  exterior of the Office  Space or the  Building,  without the prior  written
approval of Lessor.

     16. DEFAULT.  Lessor, at its election, and without any additional notice to
Lessee other than that which is required below,  may exercise any one or more of
the  options  referred  to below  upon the  happening  or at any time  after the
happening of any one or more of the following events, to-wit:

          (a)  Lessee's  failure to pay the Rental,  Additional  Rental,  or any
     other sums payable  hereunder  for a period of fifteen (15)  business  days
     after written notice by Lessor;

          (b)  Lessee's  failure to  observe,  keep or perform  any of the other
     terms, covenants, agreements or conditions of this Lease or in the Building
     Rules and  Regulations for a period of ten (10) business days after written
     notice by lessor;

          (c) The bankruptcy of Lessee;

          (d) Lessee making an assignment for the benefit of creditors;

          (e) A receiver or trustee being appointed for Lessee or a substantial,
     portion of Lessee's assets;

          (f) Lessee's  voluntary  petitioning  for relief  under,  or otherwise
     seeking the  benefit of, any  bankruptcy,  reorganization,  arrangement  or
     insolvency law;

          (g) Lessee's  vacating or abandoning the Office Space or attempting to
     mortgage or pledge its interest hereunder;

          (h) Lessee's  interest under this Lease being sold under  execution or
     other legal process;

          (i)  Lessee's  interest  under this Lease being  assigned by attempted
     subletting or by operation of law;

          (j) 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  any of the  foregoing  happenings,  the  Lessor,  at its
election, may exercise any one or more of the following options, the exercise of
which shall not be deemed to preclude the exercise of any others  herein  listed
or  otherwise  provided  by  statute  or  general  laws at the  same  time or in
subsequent times or action:

          (1) Terminate Lessee's right to possession under the Lease and reenter
     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.  Lessor shall not be deemed to have thereby
     accepted a surrender of the Office  Space,  and Lessee shall remain  liable
     for all Rental,  Additional  Rental, 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 the Lease.

          (2) Declare this Lease to be terminated,  ended and null and void, and
     reenter upon and take  possession of the Office Space  whereupon all right,
     title and interest of the Lessee in the Office Space shall end.

          (3)  Accelerate  and declare the entire  remaining  unpaid  Rental and
     Additional  Rental for the balance of this Lease to be immediately  due and
     payable  forthwith,  and may,  at once,  take legal  action to recover  and
     collect the same.  Landlord must also attempt to mitigate  damages prior to
     exercising  this  acceleration.  Balance due shall be the net present value
     discounted at 12 percent of remaining net obligations.  Tenant must also be
     allocated a reasonable time to cure such default (see par. 16-A).

     No reentry or retaking  possession  of the Office  Space by Lessor shall be
construed as an election on its part to terminate  this Lease,  unless a written
notice of such  intention  be given to Lessee.  Nor shall  pursuit of any remedy
herein  provided  constitute  a  forfeiture  or waiver of any Rent due to Lessor
hereunder of any damages accruing to Lessor by reason of the violation of any of
the terms,  provisions and covenants herein  contained.  Lessor's  acceptance of
Rent or Additional  Rent following any event of default  hereunder  shall not be
construed as Lessor's waiver of such event of default.  No forbearance by Lessor
of action  upon any  violation  or breach of any of the terms,  provisions,  and
covenants herein contained.  Forbearance by Lessor to enforce one or more of the
remedies  herein  provided  upon an event of  default  shall  not be  deemed  or
construed  to  constitute  a waiver of any other  violation  or  default.  Legal
actions  to  recover  for loss or damage  that  Lessor  may  suffer by reason of
termination of this Lease or the  deficiency  from any reletting as provided for
above shall  include the expense of  repossession  and any repairs or remodeling
undertaken by Lessor following repossession.

     The parties  hereto  shall,  and they hereby do, waive trial by Jury in any
action,  proceeding,  or  counterclaim  brought by either of the parties  hereto
against  the  other  on any  matters  whatsoever  arising  out of or in any  way
connected with this Lease, the  relationship of Lessor and Lessee,  Lessee's use
or  occupancy of the Office  Space  and/or  Building,  and/or claim or injury or
damage. In the event Lessor commences any proceedings for nonpayment of rent (of
any nature  whatsoever)  or additional  monies due Lessor from Lessee under this
Lease,  the parties hereto agree that any and all suits for any and every breach
of this  Lease  shall be  instituted  and  maintained  only in those  courts  of
competent jurisdiction in City and State in which the Building is located.

     Time is of the  essence in this  Lease;  and in case  Lessee  shall fail to
perform  the  covenants  on its part to be  performed  at the time fixed for the
performance of such respective covenants by the provisions of this Lease, Lessor
may declare Lessee to be in default of such lease.

     17.  ATTORNEY'S  FEES. In the event it shall become necessary for Lessor at
any time to  institute  any legal  action or  proceedings  of any nature for the
enforcement  of this Lease,  or any of the  provisions  hereof,  or to employ an
attorney  therefore,  Lessee agrees to pay all court costs and  attorney's  fees
incurred by Lessor.

     18.  LANDLORD'S LIEN. In addition to the statutory  Landlord's Lien, Lessor
shall  have at all times a valid  security  interest  to secure  payment  of all
Rentals,  Additional  Rental and other sums of money becoming due hereunder from
Lessee,  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 hereinafter be situated
in the Office Space, and all proceeds therefrom,  and such property shall not be
removed therefrom without the consent of Lessor until all arrearages in Rent, as
well as any and all  other  sums of money  then due to Lessor  hereunder,  shall
first have been paid and discharged and all of the  covenants,  agreements,  and
conditions  hereof have been fully  complied  with and  performed by Lessee.  In
consideration  of this  Lease,  upon the  occurrence  of an event of  default by
Lessee,  Lessor may, in addition to any other remedies  provided  herein,  enter
upon  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
prohibited by law. Unless  otherwise  provided by law, and without  intending to
exclude any other manner of giving Lessee reasonable  notice, the requirement of
reasonable  notice shall be met if such notice is given in the manner prescribed
in Item 23 of this  Lease at least five (5) days  before  the time of sale.  The
proceeds from any such disposition, less any and all expenses connected with the
taking of possession,  holding and selling of the property (including reasonable
attorneys'  fees and other  expenses)  shall be applied as a credit  against the
indebtedness  secured  by the  security  interest  granted  in this Item 18. Any
surplus  shall be paid to Lessee or as  otherwise  required  by law;  and Lessee
shall pay any deficiencies  forthwith.  Upon request by Lessor, Lessee agrees to
execute  and  deliver to Lessor a  financing  statement  in form  sufficient  to
perfect the  security  interest  of Lessor in the  aforementioned  property  and
proceeds thereof under the provisions of the Uniform Commercial Code in force in
the State in which the Building is located.  The statutory  lien for Rent is not
hereby  waived,  the  security  interest  herein  granted  being in addition and
supplementary thereto.

     19.  SUBORDINATION.  In  consideration  of the  execution  of this Lease by
Lessor,  Lessee accepts this Lease subject to any deeds of trust, master leases,
security  interest or mortgages  which might now or hereafter  constitute a lien
upon the Building or  improvements  therein or on the Office Space and to zoning
ordinances and other building and fire ordinances and  governmental  regulations
relating to the use of the  property.  Although no instrument or act on the part
of Lessee shall be necessary to  effectuate  such  subordination,  Lessee shall,
nevertheless,  for the  purposes  of  confirmation,  at any time  hereafter,  on
demand, in the form(s)  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  purposes  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
attorney in fact,  irrevocably,  to execute and deliver any such  instrument  or
document for Lessee  should Lessee fail or refuse to do so.  However,  any party
who  becomes  an owner of this  building  by virtue of having  been a  mortgagee
should be required to recognize Lessee's rights hereunder.

     20.  QUIET  ENJOYMENT.  Provided  Lessee  has  performed  all of the terms,
covenants,  agreements  and  conditions of this Lease,  including the payment of
Rental and all 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,  for the term herein  described,  subject to the provisions and
conditions of this Lease, except as in Item 19 above.

     21. SECURITY DEPOSIT. Waived.

     22.  MECHANICS'  LIENS.  Lessee is prohibited  from, and agrees not to make
alterations in the premises,  and Lessee will not permit any mechanics'  lien or
liens to be placed  upon the Office  Space or the  Building  or the  Building or
improvements thereon during the term hereof caused by or resulting from any work
performed,  materials furnished or obligations  incurred by or at the request of
Lessee,  and in the case of the filing of any such lien Lessee will promptly pay
same.  If default  in payment  thereof  shall  continue  for ten (10) days after
written  notice  thereof from Lessor to Lessee,  Lessor shall have the right and
privilege at Lessor's  option of paying the same or any portion  thereof without
inquiry as to the validity thereof,  and any amounts so paid, including expenses
and interest, shall be so much additional indebtedness hereunder due from Lessee
to Lessor  and shall be repaid to  Lessor  immediately  on  rendition  of a bill
therefore, together with interest per annum at the maximum rate permitted by law
until repaid,  and if not so paid within ten (10) business days of the rendition
of such bill shall constitute default under Item 16 hereof.

     23. NOTICES.  Any notice or document  required or permitted to be delivered
hereunder shall be deemed to be delivered or given when (a) actually received or
(b) 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,  addressed to the parties hereto at the respective
addresses set out opposite  their names below,  or at such other address as they
may hereafter specify by written notice delivered in accordance herewith:

         LESSOR:  EXECUTIVE PARK PARTNERSHIP
                           320 EXECUTIVE COURT
                           LITTLE ROCK, AR 72205

         LESSEE:  PHARMACY ASSOCIATES, INC.
                           201 EXECUTIVE COURT
                           LITTLE ROCK, AR 72205

     24.  FORCE  MAJEURE.  Whenever  a period of time is herein  prescribed  for
action to be taken by Lessor, Lessor shall not be liable or responsible for, and
there shall be excluded from the  computation  for any such period of time,  any
delays due to strikes,  riots,  acts of God,  shortages  of labor or  materials,
theft, fire, public enemy, injunction, insurrection, court order, requisition of
other governmental body or authority,  war,  governmental  laws,  regulations or
restrictions  or any other  causes of any kind  whatsoever  which are beyond the
control of Lessor.

     25.  SEPARABILITY.  If any clause or  provision  of this Lease is  illegal,
invalid, or unenforceable under present or future laws effective during the term
of this Lease, then and in that event, it is the intention of the parties hereto
that the remainder of this Lease shall not be affected thereby.

     26.  HOLDING  OVER.  The failure of Lessee to surrender the Office Space on
the date provided  herein for the  termination  of the term of this Lease (or at
the time the Lease may be terminated  otherwise by Lessor),  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 Rental  payable at the time of
the date provided herein for the termination of this Lease.  This provision does
not give  Lessee  any right to hold over at the  expiration  of the term of this
Lease, and shall not be deemed,  the parties agree, to be a renewal of the Lease
term, either by operation of law or otherwise.

     27. RENT A SEPARATE  COVENANT.  Lessee shall not for any reason withhold or
reduce Lessee's  required payments of rentals and other charges provided in this
Lease, it being agreed that the obligations of Lessor  hereunder are independent
of Lessee's obligations.

     28. JOINT AND SEVERAL LIABILITY. If two or more individuals,  corporations,
partnerships,  or other business associations (or any combination of two or more
thereof) shall sign this Lease as Lessee, the liability of each such individual,
corporation,  partnership or other business  association to pay rent and perform
all other obligations hereunder shall be deemed to be joint and several. In like
manner,  if the  Lessee  named in this  Lease  shall be a  partnership  or other
business association,  the members of which are, by virtue of statute or general
law, subject to personal liability,  the liability of each such members shall be
joint and several.

     29. ABSENCE OF OPTION.  The submission of this Lease for  examination  does
not constitute a reservation  of or option for the Office Space,  and this Lease
becomes effective only upon execution and delivery thereof by Lessor.

     30. CORPORATE TENANCY. If Lessee is a corporation,  the undersigned officer
of Lessee  hereby  warrants and certifies to Lessor that Lessee is a corporation
in good standing and is authorized to do business in the State of Arkansas.  The
undersigned  officer of Lessee hereby  further  warrants and certifies to Lessor
that he or she,  as such  officer,  is  authorized  and  empowered  to bind  the
corporation to the terms of this Lease by his or her signature thereto.

     31. 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 premises or is entitled to
any commission in connection therewith.

     32.  AMENDMENTS.  This lease  contains  the entire  agreement  between  the
parties hereto and may not be altered,  changed or amended, except by instrument
in writing  signed by both parties  hereto.  No provision of this Lease shall be
deemed to have been waived by Lessor unless such waiver be in writing  signed by
Lessor and addressed to Lessee,  nor shall any custom or practice which may grow
up  between  the  parties  in the  administration  of the  provisions  hereof be
construed to waive or lessen the right of Lessor to insist upon the  performance
by Lessee in strict  accordance  with the terms hereof.  The terms,  provisions,
covenants,  and conditions  contained in this lease shall apply to, inure to the
benefit of, and be binding upon the parties  hereto,  and upon their  respective
successors  in interest and legal  representatives,  except as otherwise  herein
expressly provided.

     33. SPECIAL STIPULATIONS. The items listed below are to be special terms or
conditions for items not covered elsewhere in the Lease.

     34.  GOVERNING LAW. This lease shall be governed by and in accordance  with
the laws of the State of Arkansas.

     35. RECORDATION OF LEASE. This lease shall not be recorded. A short form or
memorandum  hereof shall be recorded  upon  request by either  Lessor or Lessee,
provided,  however,  that any such short form or  memorandum  of lease shall not
disclose any of the rental terms contained herein.

     36. RENEWAL OPTION. Lessee shall have the option to extend the term of this
lease for a term of three (3) years. The first year of this extension shall have
an annual rental rate of $91,102.97  payable in equal  monthly  installments  of
$7,591.91 and the successive  years of this extension  period shall be increased
annually  effective  May 1, 1999 and annually  thereafter  by an amount equal to
four (4) percent of the rental in effect for the immediate proceeding year.

     37. NOTIFICATION OF LESSEE'S INTENT TO RENEW LEASE. Notification in writing
must be received by the Lessor from the Lessee on or before  November 1, 1998 or
the renewal option becomes null and void.

     38. PURCHASE OPTION. Provided Lessee purchases building from Lessor, Lessee
will have option of canceling this lease upon closing paid purchase from Lessor.

     39.  SIGN  OPTION.  Lessor  agrees  to permit  Lessee to  install a sign on
building  exterior  wall  provided  that  Lessor  approves  of design,  quality,
location and all other details of sign. Entire expenses  regarding the sign will
be paid by Lessee. At end of lease,  lessee will have sign removed from building
and any damage to  building  will be  repaired  in a quality  manner at Lessee's
expense.

     40. RIGHT OF FIRST  REFUSAL.  Lessee shall have the ongoing  Right of First
Refusal on any contiguous space for lease on the second and third floors. Lessee
shall have the option to exercise  this right within ten (10) working days after
receipt  of notice  from the  Lessee  that it has a  prospective  tenant for the
space.  If lessee fails to exercise the right,  its Right of First Refusal shall
nonetheless  continue for any other prospective tenant. If lessee exercises this
right,  lessee's  rent  shall be at the same  rate  offered  to the  prospective
tenant.  Any  improvement  allowance,  if any,  will be  negotiated  when lessee
exercises this Right of First Refusal.

     IN WITNESS WHEREOF,  the undersigned  authority has hereunto  executed this
Lease, on the date first shown above.

SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF:

LESSOR:  EXECUTIVE PARK PARTNERSHIP

         /s/Terry Moore
BY:      TERRY MOORE &ASSOCIATES, INC.,
         MANAGING AGENT

WITNESS: /s/Ben M. Schildkaicht

LESSEE:  PHARMACY ASSOCIATES, INC.

BY:      /s/Tery Baskin

WITNESS: /s/Deborah L. Coyle


<PAGE>
                                   EXHIBIT A

<PAGE>

                                  EXHIBIT A-1

<PAGE>

                                  EXHIBIT A-2
<PAGE>

                                    EXHIBIT C

                              RULES AND REGULATIONS

     Rule 1. No sign,  picture,  advertisement,  or notice  shall be  displayed,
inscribed,  painted  or  affixed  on any part of the  outside  or  inside of the
building project,  or on or about the demised  premises,  except on the glass of
the  doors and  windows  of said  premises,  and on the  Directory  Board of the
building  project,  and then only of such color,  size,  style and  materials as
shall be first  specified  by LESSOR in  writing.  No "For Rent"  signs shall be
displayed by LESSEE, and no showcases,  or obstructions,  signs,  flags,  barber
poles,  statuary, or any advertising device of any kind whatever shall be placed
in or in front of the building project or in the passageways, halls, lobbies, or
corridors  thereof by LESSEE;  and LESSOR  reserves the right to remove all such
showcases,  obstructions,  signs, flags,  barber poles,  statuary or advertising
devices and all signs other than those  provided for,  without  notice to LESSEE
and at LESSEE'S sole  expense.  Window  shades,  blinds or curtains of a uniform
color and pattern only shall be used  throughout the building  project to give a
uniform color exposure through exterior windows. No awnings shall be placed.

     Rule 2. LESSEE shall not, without LESSOR'S prior written consent, put up or
operate  any steam  engine,  boiler,  machinery  or stove upon or in the demised
premises, or carry on any mechanical or manufacturing business thereon or retail
sales therefrom, or do any cooking thereon, or use or allow to be, used upon the
demised premises oil burning fluids, camphene,  kerosene for heating, warming or
lighting,  or anything for illuminating said premises (other than as provided by
LESSOR) or  explosives.  No article  deemed  extra  hazardous on account of fire
shall be brought. into the demised premises.

     Rule 3. No  additional  locks shall be placed upon any doors of the demised
premises.  Upon the  termination of the lease,  LESSEE shall surrender to LESSOR
all keys and give  LESSOR the  explanation  of the  combination  of all locks to
safes, safe cabinets or vault doors remaining on or in the demised premises.

     Rule 4. Safes, furniture, boxes or other bulky articles shall be carried up
into the demised  premises only with written  consent of LESSOR first  obtained,
and then  only by means of such  elevator,  by the  stairways,  or  through  the
windows of the  building  project as LESSOR may in writing  direct,  and at such
times and in such manner and by such  persons as LESSOR may  direct.  Any damage
done to the  building or injury to LESSEE or to other  persons  taking a safe or
other  heavy  article  in  or  out  of  the  demised  premises,   shall  be  the
responsibility of LESSEE.

     Rule  5.  LESSEE  shall  be  responsible  for  breakage  of  any  glass  or
partitions.

     Rule 6. LESSEE shall not allow  anything to be placed on the outside window
ledges of the demised  premises,  nor shall  anything be thrown by LESSEE or his
employees, out of the windows of the building project.

     Rule 7. The water and wash closets and other plumbing fixtures shall not be
used for any  purposes  other  than those for which  they were  constructed.  No
sweepings,  rubbish,  rags, or other  substances  shall be thrown  therein.  All
damages resulting from any misuse of the fixtures shall be borne by LESSEE.

     Rule 8. No bicycle or other vehicles and no bird or animal shall be brought
into the offices,  halls,  corridors,  or other parts of the building by LESSEE,
his agents, employees or invitees.

     Rule 9. No person shall  disturb the  occupants of the building  project by
the playing of any musical instruments, making of unseemly noises, or disturbing
by whistling, singing, shouting or playing radios, TV or stereos too loudly.

     Rule 10. The demised  premises  shall not be used for lodging or  sleeping,
nor for any immoral or illegal purposes, or for any purpose that will damage the
demised premises or injure the reputation of LESSOR or the building project.

     Rule 11. The sidewalks,  entrances,  corridors, halls, passages,  stairways
and elevators  shall be under the  exclusive  control of LESSOR and shall not be
obstructed,  or used by LESSEE for any purpose  other than ingress and egress to
and from the demised premises.

     Rule 12. Canvassing, soliciting and peddling in the building is prohibited.

     Rule 13. All office and other  equipment of any electrical or mechanical or
other  nature  shall be placed by LESSEE in the  demised  premises  in  approved
settings to absorb or prevent any vibration, noise or annoyance.

     Rule  14.  LESSEE  shall  not do or  permit  to be  done,  or bring or keep
anything,  which shall in any way obstruct or interfere with the rights of other
tenants,  or in any way injure or annoy  them.  LESSEE  will abide with the laws
relating to fires, or with the regulations of the fire  department,  or any part
thereof,  and with any of the rules and  ordinances  of the board of health.  No
intoxicating liquor or liquors shall be sold in the building by LESSEE.

     Rule 15.  LESSEE shall not employ any persons other than the janitors of or
the contract  cleaning  company  contracted by LESSOR (who will be provided with
pass-keys  into the  offices) for the purposes of cleaning or taking care of the
demised premises.

     Rule 16.  LESSEE  shall  observe  strict care not to leave its windows open
when it  rains  or  snows  and for any  fault  or  carelessness  in any of these
respects,  LESSEE shall make good any injury sustained by other leesees.  LESSEE
is responsible  for damage to paint,  plastering or other parts of the building,
resulting from neglect or carelessness. No painting shall be done, nor shall any
alterations  be made to any  part of the  building  project  by  painting  up or
enclosing doors or windows,  nor shall there by any nailing,  boring or screwing
into the woodwork or plastering  without the prior written consent of LESSOR. No
connection  shall  be made to the  electric  wires or gas or  electric  fixtures
without  the  consent in writing on each  occasion  by LESSOR or its agent.  All
glass,  locks and  trimmings  in or upon the doors and  windows of the  building
project shall be kept whole and when any part thereof shall be broken,  the same
shall  immediately  be replaced or repaired and put in order under the direction
and to the  satisfaction  of LESSOR or its agents.  LESSEE  shall not deface the
building project or the woodwork or the walls of the demised premises.

     Rule 17.  LESSOR in all cases retains the power to prescribe the weight and
position in the demised  premises of iron safes or other heavy articles.  LESSEE
must  make  arrangements  with the  manager  of the  building  project  when the
elevator  is  required  for  the  purpose  of the  carrying  of any  freight  or
furniture.

     Rule 18. If LESSEE requires wiring for a bell or intercom,  or installation
of any other  electrical  wiring,  such wiring  shall be done by an  electrician
approved by the building manager in writing.  No electrician shall be allowed to
do work unless by the written permission of LESSOR. If telegraphic or telephonic
services  are  desired,  the  wiring for same  shall be done as  directed  by an
electrician  approved by the building  manager or by some employee of LESSOR who
may be instructed  and  supervised by the manager of the building.  No boring or
cutting for wiring shall be done unless approved by LESSOR or its agents.

     Rule 19. LESSOR reserves all vending rights.

     Rule 20. LESSOR shall not be responsible  to LESSEE for the  non-observance
or violation of any of these Rules and Regulations by any other lessees.  LESSOR
reserves the right to make such other reasonable Rules and Regulations as in his
judgement may from time to time be needed for safety,  care and  cleanliness  of
the demised premises and the building project,  and for the preservation of good
order therein.  New Rules and  Regulations  shall be binding upon LESSEE thereto
the same as if they had been  inserted  at the  time of  execution  upon  proper
notice given.

</TEXT>
</DOCUMENT>
