<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>dex1.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT
<TEXT>
<PAGE>


                                                                      EXHIBIT 1


                      P.A.M. TRANSPORTATION SERVICES, INC.

                               3,475,000 SHARES*
                                  Common Stock

                                ($0.01 par value)

                             UNDERWRITING AGREEMENT

                                                               ___________, 2002

STEPHENS INC., BB&T CAPITAL MARKETS
  and A. G. EDWARDS & SONS, INC.
  As Representatives of the several
  Underwriters named in Schedule II hereto.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas  72201

Gentlemen:

         P.A.M. Transportation Services, Inc., a Delaware corporation (the
"Company"), and the individuals whose names appear on Schedule I hereto,
designated as selling stockholders (collectively, the "Selling Stockholders"),
severally and not jointly, confirm their agreement with the several underwriters
(the "Underwriters") for whom you are acting as representatives (the
"Representatives") as follows:

         The Company proposes to issue and sell 2,100,000 shares of its
authorized and unissued shares of common stock, par value $0.01 per share, to
the several Underwriters (the "Company Shares"), and the Selling Stockholders,
acting severally and not jointly, propose to sell an aggregate of 1,375,000
shares of the authorized and outstanding shares of the Company's common stock,
par value $0.01 per share, to the several Underwriters (the "Selling
Stockholders Shares"). The Company Shares and the Selling Stockholders Shares
are hereinafter collectively referred to as the "Underwritten Shares." The
Company and the Selling Stockholders are sometimes referred to collectively
herein as "Sellers." The respective amounts of Underwritten Shares to be
initially sold by each of the Sellers is set forth on Schedule I attached
hereto. The Company's common stock is more fully described in the Registration
Statement and the Prospectus hereinafter mentioned.

         For the sole purpose of covering over-allotments in connection with the
sale of the Underwritten Shares, the Company shall grant to the Underwriters the
option (the "Option") described in Section 2 hereof to purchase all or any part
of an additional 521,250 shares of the Company's common stock (the "Option
Shares"). The Underwritten Shares and the Option Shares purchased pursuant to
this Underwriting


-------------------------
*Plus up to 521,250 additional shares of common stock to cover over-allotments.

<PAGE>

Agreement (this "Agreement") are herein called the "Shares" and the proposed
offering of the Shares by the Underwriters is hereinafter referred to as the
"Public Offering."

         The Company has filed with the Securities and Exchange Commission (the
"Commission"), pursuant to the Securities Act of 1933, as amended (the "Act"),
and published rules and regulations adopted by the Commission under the Act (the
"Rules"), a registration statement on Form S-2 ("Form S-2") (File No.
333-83084), including a Preliminary Prospectus, relating to the Shares, and such
amendments to such registration statement as may have been filed with the
Commission to the date of this Agreement. The Company will also file with the
Commission one of the following: (A) prior to effectiveness of such registration
statement, a further amendment to such registration statement, including the
form of final prospectus, and/or (B) after effectiveness of such registration
statement, a final prospectus in accordance with Rules 430A and 424(b). The
Company has furnished to the Representatives copies of such registration
statement, each amendment to it filed by the Company with the Commission, and
each Preliminary Prospectus filed by the Company with the Commission. The
registration statement as amended at the time it becomes or became effective
(the "Effective Date"), including financial statements and all exhibits and any
information deemed to be included by Rule 430A, is called the "Registration
Statement." The term "Preliminary Prospectus" means any Preliminary Prospectus
(as referred to in Rule 430 or Rule 430A of the Rules) included at any time as a
part of the registration statement and the term "Prospectus" means the
prospectus relating to the Shares that is first filed pursuant to Rule 424(b)
after the date hereof.

         Any reference herein to the Registration Statement, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any
documents incorporated by reference therein on or before the Effective Date or
the date of such Preliminary Prospectus or the Prospectus, as the case may be
(the "Incorporated Documents"), and shall be deemed to refer to and include any
documents incorporated by reference therein filed after the date of such
Registration Statement, any Preliminary Prospectus or the Prospectus.

         As the Representatives, you have advised the Company that (a) you are
authorized to enter into this Agreement on behalf of the several Underwriters
and (b) the Underwriters are willing, acting severally and not jointly, to
purchase the amounts of the Underwritten Shares set forth opposite their
respective names in Schedule II hereto, plus their pro rata portion of the
Option Shares if you elect to exercise the over-allotment Option in whole or in
part for the accounts of the several Underwriters.

         In consideration of the mutual agreements contained herein and of the
interests of the parties in the transactions contemplated hereby, the Company,
the Selling Stockholders and the Underwriters hereby agree as follows:

         1.   Representations, Warranties and Agreements

              (a) The Company represents and warrants to, and agrees with, each
         Underwriter as follows:

              (i) The Company has been duly organized, is in compliance with
         its Certificate of Incorporation, and is validly existing as a
         corporation in good standing under the laws of the State of Delaware,
         with full corporate power and authority to own its properties and
         conduct its business as described in the Prospectus. Each significant
         subsidiary (as defined by the Act) of the Company (each a "Subsidiary"
         and collectively, the "Subsidiaries") has been duly incorporated and is
         validly existing as a corporation, in good standing under the laws of
         the jurisdiction of its organization, with full corporate power and
         authority to own or lease its properties, and conduct its business. The
         Company and the Subsidiaries are duly qualified to transact business in
         all jurisdictions in which the



                                       2

<PAGE>

         conduct of their business or the ownership or lease of their
         properties requires such qualifications except where the failure to be
         so qualified would not reasonably be expected to have a Material
         Adverse Effect (as defined below). The Company owns all of the
         outstanding capital stock of its Subsidiaries free and clear of any
         pledge, lien, security interest, encumbrance, claim or equitable
         interest.

                  (ii) The outstanding shares of common stock of the Company,
         including the Selling Stockholders Shares, have been duly and validly
         authorized and issued and are fully paid and non-assessable; the Shares
         are duly and validly authorized, and, if not now issued, when issued
         and paid for as contemplated herein, will be fully paid and
         non-assessable. There are no preemptive or other similar rights to
         subscribe for or to purchase, or any restriction upon the voting or
         transfer of the Shares pursuant to the Company's Certificate of
         Incorporation, bylaws, or other governing documents or any agreement or
         other instrument to which the Company or any of its Subsidiaries is a
         party or by which any of them may be bound. Neither the filing of the
         Registration Statement nor the offering of the Shares as contemplated
         by this Agreement gives rise to any rights, other than those which have
         been waived or satisfied, for or relating to the registration of any
         shares of any class of the Company's capital stock. The Company Shares
         have been approved for listing on the Nasdaq National Market, subject
         to official notice of issuance.

                  (iii) The Shares conform in all material respects with the
         statements concerning them in the Prospectus. As of the Closing Date
         (as defined below) and any Option Closing Date (as defined below), if
         applicable, the Company will have the authorized capital stock set
         forth under the caption "Description of Capital Stock" in the
         Prospectus. No further corporate approval or authority on behalf of the
         Company will be required for the issuance and sale of the Shares to be
         sold by the Company as contemplated herein.

                  (iv) Any Preliminary Prospectus, the Prospectus and the
         Registration Statement comply as to form with the requirements of the
         Act and the Rules, including Form S-2. The Company meets the
         requirements of, and is entitled to use, Form S-2 for the Public
         Offering.

                  (v) Neither the Commission nor any other agency, body,
         authority, court or arbitrator of competent jurisdiction has, by order
         or otherwise, prohibited or suspended the use of any Preliminary
         Prospectus or the Prospectus relating to the proposed offering of the
         Shares or, to the Company's knowledge, instituted proceedings for that
         purpose. The Registration Statement, the Prospectus and any amendments
         or supplements thereto at the time they became or become effective or
         were filed or are filed with the Commission contained or will contain
         all statements which are required to be stated therein by, and in all
         material respects conformed or will conform to the requirements of, the
         Act and the Rules. Neither the Registration Statement nor any amendment
         thereto, and neither the Prospectus nor any supplement thereto, as of
         its date and while effective, contained any untrue statement of a
         material fact or omitted to state any material fact required to be
         stated therein or necessary to make the statements therein, in light of
         the circumstances under which they were made, not misleading; provided,
                                                                       --------
         however, that the Company does not make any representations or
         -------
         warranties as to information contained in or omitted from the
         Registration Statement or the Prospectus, or any such amendment or
         supplement, in reliance upon, and in conformity with, written
         information furnished to the Company by or on behalf of any Underwriter
         through the Representatives, expressly for use in the preparation
         thereof as hereinafter set forth in Section 13.



                                       3


<PAGE>

                  (vi) The documents which are incorporated by reference in the
         Registration Statement, any Preliminary Prospectus or the Prospectus or
         from which information is so incorporated by reference, when they were
         filed (or, if any amendment with respect to such document was filed,
         when such amendment was filed) with the Commission complied in all
         material respects with the requirements of the Exchange Act, and the
         rules and regulations thereunder and any documents so filed and
         incorporated by reference subsequent to the Effective Date shall, when
         they are so filed with the Commission, conform in all material respects
         with the requirements of the Exchange Act and the rules and regulations
         thereunder.

                  (vii) The consolidated financial statements of the Company and
         the Subsidiaries, together with related notes and schedules, as set
         forth or incorporated by reference in the Registration Statement,
         present fairly the consolidated financial condition and the results of
         operations of the Company and the Subsidiaries, at the indicated dates
         and for the indicated periods. Such financial statements have been
         prepared in accordance with generally accepted accounting principles
         ("GAAP"), consistently applied throughout the periods involved, and all
         adjustments necessary for a fair presentation of results for such
         periods have been made. The summary financial information and the
         selected financial data included in the Prospectus present fairly in
         accordance with GAAP the information shown therein and have been
         compiled on a basis consistent with that of the audited and unaudited
         financial statements from which they were derived.

                  (viii) Except as is disclosed in the Prospectus, there is no
         action or proceeding pending or, to the knowledge of the Company,
         threatened against the Company, any of its Subsidiaries or any of their
         respective officers or any of their properties, assets or rights before
         any court or administrative or governmental agency or other body which
         reasonably would be expected to (A) result in any material adverse
         change in the financial condition, or in the earnings, business,
         affairs, properties, business prospects or results of operations of the
         Company and its Subsidiaries taken as a whole ("Material Adverse
         Change" or "Material Adverse Effect," as the case may be), whether or
         not arising in the ordinary course of business, (B) adversely affect
         the performance of this Agreement or the consummation of the
         transactions herein contemplated, except as disclosed in the Prospectus
         and for which the Company maintains a reserve in an amount which it
         believes is adequate to cover potential liabilities, or (C) be required
         to be disclosed in the Registration Statement.

                  (ix) The Company and each of its Subsidiaries are not in
         violation of any law, ordinance, governmental rule or regulation or
         court decree to which they may be subject which violation reasonably
         would be expected to have a Material Adverse Effect.

                  (x) The Company and its Subsidiaries have (A) to the best of
         the Company's knowledge, good and marketable title to all of the real
         properties and (B) valid title to all other assets reflected in the
         consolidated financial statements hereinabove described or as described
         in the Prospectus as being owned by them, subject to no lien, mortgage,
         pledge, charge or encumbrance of any kind except those securing
         indebtedness described in such financial statements or as described in
         the Prospectus or which do not materially affect the present or
         proposed use of such properties or assets or would not cause a Material
         Adverse Effect. The Company and its Subsidiaries occupy their leased
         properties under valid, subsisting and binding leases with only such
         exceptions as in the aggregate are not material and do not interfere
         with the conduct of the business of the Company and its Subsidiaries.
         There exists no default by the Company, or to the Company's knowledge,
         of any other

                                       4


<PAGE>

         party, under the provisions of any lease, contract or other
         obligation to which the Company is a party which may result in a
         Material Adverse Change.

                  (xi) The Company and its Subsidiaries have filed all federal,
         state and other tax returns and reports which have been required to be
         filed and have paid all taxes indicated by said returns and all
         assessments received by them to the extent that such taxes have become
         due and there is no tax deficiency that has been or, to the Company's
         knowledge, might be asserted against the Company or any of its
         Subsidiaries that might have a Material Adverse Effect. All material
         tax liabilities are adequately provided for on the books of the Company
         and its Subsidiaries.

                  (xii) Since the respective dates as of which information is
         given in the Registration Statement and the Prospectus, as they may be
         amended or supplemented, and except as set forth in the Registration
         Statement, (A) there has not been any Material Adverse Change nor, to
         the knowledge of the Company, is any such change threatened, (B) there
         has not been any transaction entered into by the Company or its
         Subsidiaries that is material to the earnings, business, affairs,
         properties, business prospects or operations of the Company and its
         Subsidiaries taken as a whole, other than transactions in the ordinary
         course of business and changes and transactions contemplated by the
         Registration Statement and the Prospectus, as they may be amended or
         supplemented, (C) other than changes in the amounts outstanding under
         the Company's and its Subsidiaries' revolving credit facilities, there
         has not been any material change in the capital stock, long-term debt
         or material liabilities of the Company or its Subsidiaries, and (D)
         there has not been any dividend or distribution of any kind declared,
         paid or made on the capital stock of the Company. Neither the Company
         nor any Subsidiary has any contingent obligations or liabilities which
         are required to be but are not disclosed in the Registration Statement
         and the Prospectus.

                  (xiii) The filing of the Registration Statement and related
         Prospectus and the execution and delivery of this Agreement have been
         duly authorized by the Board of Directors of the Company; this
         Agreement constitutes a valid and binding obligation of the Company
         enforceable in accordance with its terms except as enforceability may
         be limited by bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other laws affecting creditors' rights
         generally and by general principles of equity and federal and state
         securities laws. Neither the Company nor any of its Subsidiaries is in
         breach or violation of or default under any indenture, mortgage, deed
         of trust, lease, contract, note or other agreement or instrument to
         which it is a party or by which it or any of its properties is bound
         and which breach, violation or default would reasonably be expected to
         have a Material Adverse Effect. The consummation of the transactions
         herein contemplated and the fulfillment of the terms hereof will not
         result in a breach or violation of any of the material terms and
         provisions of, or constitute a default under, any indenture, mortgage,
         deed of trust, lease, contract, note or other agreement or instrument
         to which the Company or any Subsidiary is a party, or of the Company's
         or any Subsidiary's Certificate of Incorporation or bylaws or any law,
         decree, order, rule, writ, injunction or regulation applicable to the
         Company or any Subsidiary of a court or of any regulatory body or
         administrative agency or other governmental body having jurisdiction
         over the Company and its Subsidiaries except for such breaches,
         violations or defaults as would not reasonably be expected to have a
         Material Adverse Effect.

                  (xiv) Each approval, consent, order, authorization,
         designation, declaration or filing by or with any regulatory,
         administrative or other governmental body necessary in

                                       5


<PAGE>

         connection with the execution and delivery by the Company of this
         Agreement and performance of its obligations hereunder (except such
         additional steps as may be necessary to qualify the Shares for public
         offering by the Underwriters under state securities or Blue Sky laws,
         and filing the Prospectus under Rule 424(b)) has been obtained or made
         and is in full force and effect.

                  (xv) The Company and each Subsidiary hold all material
         licenses, authorizations, charters, certificates and permits from
         governmental authorities which are necessary to the conduct of their
         businesses, except where the failure to hold any such licenses,
         authorizations, charters, certificates or permits would not reasonably
         be expected to result in a Material Adverse Effect, and neither the
         Company nor any Subsidiary has received notice of any proceeding
         relating to the revocation or modification of any of such licenses,
         authorizations, charters, certificates or permits. The Company and its
         Subsidiaries own or otherwise possess rights to the patents, patent
         rights, licenses, inventions, copyrights, trademarks, service marks and
         trade names presently employed by them in connection with the
         businesses now operated by them as described in the Prospectus, and
         neither the Company nor any of its Subsidiaries has infringed or
         received any notice of infringements of or conflict with asserted
         rights of others with respect to any of the foregoing, except where
         such infringement or conflict would not reasonably be expected to
         result in a Material Adverse Effect.

                  (xvi) Arthur Andersen, LLP, independent auditors, who have
         certified certain of the financial statements filed with the Commission
         and incorporated by reference in the Registration Statement and
         Prospectus, are independent public accountants within the meaning of
         the Act, the Rules and Regulation S-X of the Commission and Rule 101 of
         the Code of Professional Ethics of the American Institute of Certified
         Public Accountants.

                  (xvii) There are no agreements, contracts or other documents
         of a character required to be described in the Registration Statement
         or the Prospectus or required by Form S-2 to be filed as exhibits to
         the Registration Statement or incorporated by reference in the
         Registration Statement which are not described, filed or incorporated
         as required.

                  (xviii) No labor dispute is pending or, to the knowledge of
         the Company, threatened by the Company's or any Subsidiary's employees
         which could result in a Material Adverse Effect. No collective
         bargaining agreement exists with any of the Company's employees and, to
         the Company's knowledge, no agreement is imminent.

                  (xix) Except as contemplated by Section 2 hereof and as
         disclosed in the Prospectus and permitted by the Rules, the Company has
         not (itself or through any person) taken and will not take, directly or
         indirectly, any action designed to or which might reasonably be
         expected to, cause or result in a violation of Section 5 of the Act or
         Regulation M under the Act or in stabilization or manipulation of the
         price of the Company's common stock.

                  (xx) Without limiting the generality of any of the foregoing
         representations and warranties and except to the extent no Material
         Adverse Effect would reasonably be expected to occur, (a) none of the
         operations of the Company or its Subsidiaries is in violation of any
         material environmental law, regulation or any permit; (b) neither the
         Company nor any of its Subsidiaries has been notified that it is under
         investigation or under review by any governmental agency with respect
         to compliance therewith or with respect to the generation, use,
         treatment, storage or release of hazardous material; (c) neither the

                                       6


<PAGE>

         Company nor any of its Subsidiaries have any material liability in
         connection with the past generation, use, treatment, storage, disposal
         or release of any hazardous material; (d) there is no hazardous
         material that may reasonably be expected to pose any material risk to
         safety, health, or the environment, on, under or about any property
         owned, leased or operated by the Company or any of its Subsidiaries or,
         to the knowledge of the Company, any property adjacent to any such
         property; and (e) there has heretofore been no release of any hazardous
         material on, under or about such property, or, to the knowledge of the
         Company, any such adjacent property. None of the present or, to the
         knowledge of the Company, past property of the Company or any of its
         Subsidiaries is listed or proposed for listing on the National
         Priorities List pursuant to the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, as amended ("CERCLA"), or on
         the Comprehensive Environmental Response Compensation Liability
         Information System List ("CERCLIS") or any similar state list of sites
         requiring remedial action. Neither the Company nor any of its
         Subsidiaries is subject to any state Environmental Property Transfer
         Act, or to the extent that any such statute is applicable to any
         property, the Company and its Subsidiaries have fully complied with
         their obligations under such statute(s), and neither has any
         outstanding obligations or liabilities under any state Environmental
         Property Transfer Act.

                  (xxi) The Company and its Subsidiaries maintain insurance of
         the types and in the amounts customary for their businesses, including,
         but not limited to, insurance covering liability and real and personal
         property owned or leased by the Company against theft, damage,
         destruction, acts of vandalism and all other risks customarily insured
         against, all of which insurance is in full force and effect.

                  (xxii) Neither the Company nor any Subsidiary has at any time
         during the last five years (a) made any unlawful contribution to any
         candidate for foreign office, or failed to disclose fully any
         contribution in violation of law, or (b) made any payment to any
         federal or state governmental officer or official, or other person
         charged with similar public or quasi-public duties, other than payments
         required or permitted by the laws of the United States or any
         jurisdiction thereof.

                  (xxiii) Each executive officer or director of the Company who
         is not a Selling Stockholder has executed a lock-up agreement, a form
         of which is attached hereto as Exhibit "A" (the "Lock-Up Agreement").

                  (b)  Each Selling Stockholder, severally and not jointly,
         represents and warrants as follows:

                  (i) Such Selling Stockholder has duly executed and delivered a
         power of attorney (individually, a "Power of Attorney" and with all
         other powers of attorney, collectively the "Powers of Attorney"), in
         the form heretofore delivered to the Representatives, appointing the
         person named therein as such Selling Stockholder's attorney-in-fact
         (the "Attorney-in-Fact") with authority to perform this Agreement on
         behalf of such Selling Stockholder. Certificates in negotiable form for
         the Shares to be sold by such Selling Stockholder hereunder have been
         delivered to the Company's transfer agent for the purpose of delivery
         pursuant to this Agreement. All authorizations, orders and consents
         necessary for the execution and delivery by such Selling Stockholder of
         this Agreement and the Power of Attorney have been duly and validly
         given, and such Selling Stockholder has full legal right, power and
         authority to enter into this Agreement and the Power of Attorney and to
         sell, assign, transfer and deliver to the several Underwriters the

                                       7


<PAGE>

         Shares to be sold by such Selling Stockholder hereunder. Such Selling
         Stockholder agrees that the Shares to be sold by such Selling
         Stockholder that are represented by the certificates delivered to the
         transfer agent are for the benefit of, coupled with and subject to the
         interests of the Underwriters hereunder, that the arrangements made for
         the appointment of the Attorney-in-Fact are to that extent irrevocable,
         and that the obligations of such Selling Stockholder hereunder shall
         not be terminated except as provided in this Agreement or the Power of
         Attorney, by any act of such Selling Stockholder, by operation of law
         or otherwise, whether by death or incapacity or by the occurrence of
         any other event. If such Selling Stockholder should die or become
         incapacitated or if any other event shall occur before delivery of
         Shares to be sold by such Selling Stockholder hereunder, the
         certificates for such Shares delivered to the transfer agent shall be
         delivered by the transfer agent in accordance with this Agreement as if
         such death, incapacity or other event had not occurred, regardless of
         whether the transfer agent or the Attorney-in-Fact shall have received
         notice thereof.

                  (ii) Such Selling Stockholder will have at the Closing (as
         such date is hereinafter defined) good and valid title to the portion
         of the Shares to be sold by such Selling Stockholder, free of any
         liens, encumbrances, equities and claims, and full right, power and
         authority to effect the sale and delivery of such Shares; and upon the
         delivery of and payment for such Shares pursuant to this Agreement,
         good and valid title thereto, free of any liens, encumbrances, equities
         and claims, will be transferred to the several Underwriters.

                  (iii) The consummation by such Selling Stockholder of the
         transactions herein contemplated and the fulfillment of the terms
         hereof will not result in a breach of any of the terms and provisions
         of, or constitute a default under, any indenture, mortgage, deed of
         trust or other agreement or instrument to which such Selling
         Stockholder is a party, or of any order, rule or regulation applicable
         to such Selling Stockholder of any court, or of any regulatory body or
         administrative agency or other governmental body having jurisdiction.

                  (iv) Such Selling Stockholder has not taken and will not take
         for a period of 180 days following the date hereof, directly or
         indirectly, any action designed to, or which has constituted, or which
         might reasonably be expected to cause or result in stabilization or
         manipulation of the price of the common stock of the Company.

                  (v) Such Selling Stockholder has not distributed and will not
         distribute any prospectus or other offering material in connection with
         the offering and sale of the Shares other than the Preliminary
         Prospectus and the Prospectus or other material permitted by the Act.

                  (vi) All information furnished to the Company by such Selling
         Stockholder or on such Selling Stockholder's behalf for use in
         connection with the preparation of the Registration Statement and
         Prospectus (including, without limiting the foregoing, all
         representations and warranties of such Selling Stockholder in such
         Selling Stockholder's Power of Attorney) is true and correct and does
         not omit to state any material fact necessary to be stated therein in
         order to make such information not misleading.

                  (vii) Such Selling Stockholder has no reason to believe that
         the representations and warranties of the Company contained in this
         Section 1 are not true and correct, is familiar with the Registration
         Statement and has no knowledge of any material fact, condition or
         information not disclosed in the Prospectus which has adversely
         affected or

                                       8


<PAGE>

         may adversely affect the business of the Company or the Subsidiaries,
         and the sale of the portion of the Shares to by sold by such Selling
         Stockholder pursuant hereto is not prompted by any information
         concerning the Company or the Subsidiaries which is not set forth in
         the Prospectus.

                  (c)  Any certificate signed by any officer of the Company and
         delivered to you or counsel for the Underwriters shall be deemed a
         representation and warranty by the Company to the Underwriters as to
         the matters covered thereby.

         2. Purchase, Sale and Delivery of the Underwritten Shares. On the basis
of the representations, warranties and covenants herein contained, and subject
to the terms and conditions herein set forth, the Company and the Selling
Stockholders, severally and not jointly, agree to sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase, at a price of
$______ per share, the respective number of the Underwritten Shares set forth
opposite the name of the Company and each Selling Stockholder on Schedule II
attached hereto. The obligation of each Underwriter to the Company and to each
Selling Stockholder shall be to purchase from the Company or such Selling
Stockholder that number of Company Shares or Selling Stockholders Shares, as the
case may be, which (as nearly as practicable, as determined by you) is in the
same proportion to the number of Company Shares or Selling Stockholders Shares,
as the case may be, set forth opposite the name of the Company or such Selling
Stockholder in Schedule I hereto as the number of Underwritten Shares which is
set forth opposite the name of such Underwriter in Schedule II hereto (subject
to adjustment as provided as provided in Section 10 hereof) is to the total
number of Underwritten Shares to be purchased by all of the Underwriters under
this Agreement.

         Payment for the Underwritten Shares shall be made by wire transfer of
immediately available U.S. Funds to designated accounts, to the order of the
Sellers, against delivery of certificates for the Shares to the Representatives
for the accounts of the several Underwriters. Delivery of certificates shall be
to the Representatives c/o Stephens Inc. ("Stephens"), 111 Center Street, Little
Rock, Arkansas 72201, or at such other address as Stephens may designate in
writing. Payment will be made at the offices of Stephens, or at such other place
as shall be agreed upon by Stephens and the Sellers, at approximately 9:00 a.m.,
central time, on ____________, 2002, such time and date being herein referred to
as the "Closing Date." The certificates for the Underwritten Shares will be
delivered in such denominations and in such registrations as Stephens reasonably
requests in writing and will be made available for inspection at such locations
as Stephens may reasonably request at least one full business day prior to the
Closing Date.

         In addition, on the basis of the representations, warranties,
agreements and covenants herein contained and subject to the terms and
conditions herein set forth, the Company hereby grants the Option to the several
Underwriters to purchase the Option Shares at the price per share as set forth
in the first paragraph of this Section 2. The Option may be exercised in whole
or in part on one occasion upon written notice (or oral notice, subsequently
confirmed in writing) given not more than thirty (30) days following the date of
this Agreement, by Stephens, on behalf of the Representatives of the several
Underwriters, to the Company setting forth the number of Option Shares as to
which the several Underwriters are exercising the Option and the names and
denominations in which the Option Shares are to be registered. Closing on the
purchase of the Option Shares (the "Option Closing Date"), if any, shall occur
no later than three (3) business days following the date upon which notice of
exercise of the Option is given to the Company, and shall take place at the
offices of Stephens, or at such other place as shall be agreed upon by Stephens
and the Company. Subject to Section 10, the number of Option Shares to be
purchased by each Underwriter shall be in the same proportion to the total
number of shares of the common stock being purchased by such Underwriter bears
to 3,475,000 shares, adjusted by you in such manner as to avoid fractional
shares. The Option may be exercised only to cover over-allotments in the sale of
the Underwritten Shares by the

                                       9

<PAGE>


Underwriters. Stephens, on behalf of the Representatives of the several
Underwriters, may cancel such Option at any time prior to its expiration by
giving written notice (or oral notice, subsequently confirmed in writing) of
such cancellation to the Company. To the extent, if any, that the Option is
exercised, payment for the Option Shares shall be made by wire transfer of
immediately available U.S. Funds to a designated account of the Company, to the
order of the Company. Certificates for the Option Shares shall be delivered in
the same manner and upon the same terms as the Underwritten Shares.

        3. Offering by the Underwriters. It is understood that the Public
Offering of the Underwritten Shares is to be made as soon as the Representatives
deem it advisable to do so after the Registration Statement has become
effective. The Underwritten Shares are to be initially offered to the public at
the public offering price set forth in the Prospectus. The Representatives may
from time to time thereafter change the public offering price and other selling
terms. To the extent, if at all, that any Option Shares are purchased pursuant
to Section 2 hereof, the Underwriters will offer them to the public on the
foregoing terms.

         It is further understood that you will act as the Representatives for
the Underwriters in the offering and sale of the Shares, in accordance with an
Agreement Among Underwriters which has been entered into by you and the several
other Underwriters.

         4. Covenants of the Company and the Selling Stockholders. The Company
covenants and agrees, and the Selling Stockholders covenant and agree, each for
himself and with respect only to paragraphs (j) and (l), with each of the
several Underwriters that:

                (a)  The Company will use its best efforts to cause the
         Registration Statement to become effective and will not, either before
         or after effectiveness, file any amendment thereto or supplement to the
         Prospectus (including a prospectus filed pursuant to Rule 424(b) which
         differs from the Prospectus on file at the time the Registration
         Statement becomes effective) or file any documents under the Exchange
         Act before the earlier to occur of (A) the 35th day following the
         Effective Date or (B) the closing date of the Underwriters' purchase of
         the Option Shares if such document would be deemed to be incorporated
         by reference into the Registration Statement, the Preliminary
         Prospectus or the Prospectus of which the Representatives shall not
         previously have been advised and furnished with a copy or to which the
         Representatives shall have reasonably objected in writing or which is
         not in compliance with the Act or Rules or the Exchange Act or the
         rules and regulations thereunder.

                (b) The Company will advise the Representatives promptly of any
         request of the Commission or other securities regulatory agency ("Other
         Securities Regulator") for amendment of the Registration Statement or
         for supplement to the Prospectus or for any additional information, or
         of the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement or the use of the
         Prospectus or of the institution of any proceedings for that purpose,
         or comparable action taken or initiated by any Other Securities
         Regulator, and the Company will use its reasonable efforts to prevent
         the issuance of any such stop order preventing or suspending the use of
         the Prospectus and to obtain as soon as possible the lifting thereof,
         if issued.

                (c) The Company will use its reasonable efforts with the
         Representatives in endeavoring to qualify the Shares for sale under the
         securities laws of such jurisdictions (including foreign jurisdictions)
         as the Representatives may reasonably designate, and will make such
         applications, file such documents, and furnish such information as may
         be reasonably required for that purpose; provided, however, the Company
                                                  --------  -------
         shall not be required to qualify as a foreign corporation or to file a
         general consent to service of process in any jurisdiction where it is
         not so qualified or required to file such a consent. The Company will,
         from time to time, prepare and file


                                       10

<PAGE>

         such statements, reports, and other documents, as are or may be
         required to continue such qualifications in effect for so long a period
         as the Representatives may reasonably request for distribution of the
         Shares.

                (d) The Company will deliver to, or upon the order of, the
         Representatives, from time to time, as many copies of any Preliminary
         Prospectus or the Prospectus as the Representatives may reasonably
         request. The Company will deliver to, or upon the order of, the
         Representatives, on the Effective Date and thereafter from time to time
         during the period necessary to effect the distribution of the Shares as
         many copies of the Prospectus in final form, or as thereafter amended
         or supplemented, as the Representatives may reasonably request. The
         Company will deliver to each of the Representatives at or before the
         Closing Date, one (1) manually signed copy of the Registration
         Statement and all amendments thereto including all exhibits filed
         therewith and will deliver to the Representatives such number of copies
         of the Registration Statement, but without exhibits, and of all
         amendments thereto, as the Representatives may reasonably request.

                (e) During the time necessary to effect the distribution of the
         Shares, the Company shall comply with all requirements imposed upon it
         by the Act, as now and hereafter amended, and by the Rules, as from
         time to time in force, so far as is necessary to permit the continuance
         of sales of or dealings in the Shares as contemplated by the provisions
         hereof and the Prospectus. If, during the period necessary to effect
         the distribution of the Shares, any event shall occur as a result of
         which, in the judgment of the Company or in the opinion of counsel for
         the Underwriters, it becomes necessary to amend or supplement the
         Prospectus in order to make the statements therein, in the light of the
         circumstances existing at the time the Prospectus is delivered to a
         purchaser, not misleading, or, if it is necessary at any time to amend
         or supplement the Prospectus to comply with any law or to file under
         the Exchange Act any document which would be deemed to be incorporated
         by reference in the Prospectus in order to comply with the Act or the
         Exchange Act, the Company promptly will notify the Representatives and,
         subject to the Representatives' prior review, prepare and file with the
         Commission and any appropriate Other Securities Regulator an
         appropriate amendment or supplement to the Prospectus or file such
         document (at the expense of the Company) so that the Prospectus as so
         amended or supplemented will not, in light of the circumstances when it
         is so delivered, be misleading, or so that the Prospectus will comply
         with the law.

                (f) The Company will make generally available to its security
         holders in the manner contemplated by Rule 158(b) under the Act, as
         soon as it is practicable to do so, but in any event not later than the
         90th day after the end of the fiscal quarter first occurring one year
         after the Effective Date, an earnings statement in reasonable detail,
         covering a period of at least twelve consecutive months beginning after
         the Effective Date, which earnings statement shall satisfy the
         requirements of Section 11(a) of the Act and will advise you in writing
         when such statement has been so made available.

                (g) For a period of three years from the date of this Agreement,
         the Company will furnish to the Representatives (a) concurrently with
         furnishing of such reports to its stockholders, statements of income of
         the Company for each quarter in the form furnished to the Company's
         stockholders; (b) concurrently with furnishing to its stockholders, a
         balance sheet of the Company as at the end of such fiscal year,
         together with statements of earnings, stockholders' equity and cash
         flow of the Company for such fiscal year, all in reasonable detail and
         accompanied by a copy of the certificate or report thereon of
         independent public accountants; (c) as soon as they are available,
         copies of all reports (financial or other) mailed to stockholders; (d)
         as soon as they are available, copies of all reports and financial
         statements furnished to or filed with the Commission; (e) every press
         release which was released or prepared by the Company; and (f) any
         additional information of


                                       11

<PAGE>

         a public nature concerning the Company or its business which you may
         reasonably request. During such period, if the Company shall have
         active subsidiaries the foregoing financial statements shall be on a
         consolidated basis to the extent that the accounts of the Company and
         its subsidiaries are consolidated, and shall be accompanied by similar
         financial statements for any significant subsidiary (as defined by the
         Act) which is not so consolidated.

                (h) Promptly after the Company is advised thereof, it will
         advise the Representatives, and confirm in writing, that the
         Registration Statement and any amendments shall have become effective.

                (i) The Company will use the net proceeds from the sale of the
         Shares substantially in the manner set forth in the Prospectus under
         the caption "Use of Proceeds."

                (j) Other than as permitted by the Act and the Rules, the
         Company and the Selling Stockholders will not distribute any prospectus
         or offering materials in connection with the offering and sale of the
         Shares and prior to the Closing Date or, if applicable, the Option
         Closing Date will not issue any press releases or other communications
         directly or indirectly and will hold no press conferences with respect
         to the Company, the financial condition, results of operations,
         business, properties, assets or liabilities of the Company, or the
         offering of the Shares, without the prior written consent of the
         Representatives.

                (k) The Company will maintain a transfer agent and, if necessary
         under the jurisdiction of incorporation of the Company, a registrar for
         its common stock and will use its best efforts to maintain the listing
         of the Shares on the Nasdaq National Market.

                (l) Except pursuant to the exercise of stock options existing
         prior to the execution of this Agreement or as contemplated hereby or
         by the Prospectus, the Company and the Selling Stockholders will not,
         for a period of ninety (90) days after the Effective Date of the
         Registration Statement, offer to sell, contract to sell, sell or
         otherwise dispose of any shares of the Company's common stock or
         securities convertible into shares of the Company's common stock
         without the prior written consent of the Representatives, which consent
         will not be unreasonably withheld.

         The foregoing covenants and agreements shall apply to any successor of
the Company, including without limitation, any entity into which the Company
might consolidate or merge.

         5. Costs and Expenses. Whether or not the Registration Statement
becomes effective, the Company and the Selling Stockholders will pay all costs,
expenses and fees incident to the performance of the obligations of the Company
and the Selling Stockholders under this Agreement, including, without limiting
the generality of the foregoing, the following: accounting fees of the Company;
the fees and disbursements of counsel for the Company; the cost of printing and
delivering to Underwriters copies of the Registration Statement, any Preliminary
Prospectus, the Prospectus, this Agreement, the Agreement Among Underwriters,
the Selected Dealer Agreement, Underwriters' Questionnaire and Power of
Attorney, and the Blue Sky Survey and any supplements thereto; the filing fees
of the Commission; the filing fees incident to securing any required review by
the NASD of the terms of the sale of the Shares on behalf of, and any
disbursements made by, the Representatives; any applicable listing fees; the
cost of printing certificates representing the Shares; and the cost and charges
of any transfer agent or registrar. Any transfer taxes imposed on the sale of
the Shares to the Underwriters will be paid by the Company or the Selling
Stockholders, as appropriate. Neither the Company nor the Selling Stockholders
shall, however, be required to pay for any of the Underwriters' expenses (other
than those related to qualification under State securities or Blue Sky laws)
except that, if the Public Offering shall not be consummated because the
conditions in


                                       12

<PAGE>

Section 7 hereof are not satisfied, or because this Agreement is terminated by
the Representatives pursuant to Section 6 hereof, or by reason of any failure,
refusal or inability on the part of the Company to perform any undertaking or
satisfy any condition of this Agreement or to comply with any of the terms
hereof on their part to be performed, unless such failure to satisfy said
condition or to comply with said terms is due to the default or omission of any
Underwriter, then the Company shall reimburse the several Underwriters for all
costs and expenses, including attorney fees and out-of-pocket expenses,
reasonably incurred in connection with investigating, marketing and proposing to
market the Shares or in contemplation of performing their obligations hereunder,
but the Company shall not in any event be liable to any of the several
Underwriters for damages on account of loss of anticipated profits from the sale
by them of the Shares. The Company and the Selling Stockholders may agree, as
among themselves and without limiting the rights of the Underwriters under this
Agreement, as to the respective amounts of such costs for which they each shall
be responsible.

         6. Conditions of Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Shares as provided herein
are subject to the accuracy, as of the Closing Date and as of the Option Closing
Date, of the representations and warranties and agreements of the Company and
the Selling Stockholders contained herein and to the performance by the Company
and the Selling Stockholders of their obligations hereunder and to the following
additional conditions:

                (a) The  Registration  Statement shall have become effective not
         later than 10:00 a.m., central time, on the day immediately following
         the date of this Agreement, unless a later time and date is agreed to
         by the Representatives, and no stop order or other order suspending the
         effectiveness thereof or the qualification of the Shares under the
         State securities or Blue Sky laws of any jurisdiction shall have been
         issued and no proceeding for that purpose shall have been taken or, to
         the knowledge of the Company or the Selling Stockholders, shall be
         contemplated or threatened by the Commission or any Other Securities
         Regulator. If the Company has elected to rely upon Rule 430A of the
         Rules, the price of the Shares and any price-related information
         previously omitted from the effective Registration Statement pursuant
         to such Rule 430A shall have been transmitted to the Commission for
         filing pursuant to Rule 424(b) of the Act within the prescribed time
         period, and prior to the Closing Date the Company shall have provided
         evidence satisfactory to the Representatives of such timely filing, or
         a post-effective amendment providing such information shall have been
         promptly filed and declared effective in accordance with the
         requirements of Rule 430A under the Act. All requests for additional
         information on the part of the Commission or any other government or
         regulatory authority with jurisdiction (to be included in the
         Registration Statement or Prospectus or otherwise) shall be complied
         with to the satisfaction of the Commission or such authorities.

                (b) The Representatives shall have received on the Closing Date
         and on the Option Closing Date the opinion of Smith, Gambrell &
         Russell, LLP, counsel for the Company and the Selling Stockholders,
         with respect to the Company and the Selling Stockholders as to the
         matters set forth below in subparagraphs (i) through (x), and opinions
         of _________ counsel to the Company with respect to the Subsidiaries,
         as to matters set forth below in subparagraphs (i) and (vi), each dated
         the Closing Date and, if applicable, the Option Closing Date, addressed
         to the Underwriters in form and substance satisfactory to Wright,
         Lindsey & Jennings LLP, counsel to the Underwriters, to the effect
         that:

                       (i) The Company and the Subsidiaries have been duly
                organized and are validly existing in good standing under the
                laws of the state(s) or similar foreign jurisdictions (with
                respect to the Subsidiaries) of their organization with
                corporate power to own their properties and conduct their
                business as described in the Registration Statement and
                Prospectus; and to such counsel's knowledge, except as set forth
                in the Prospectus and


                                       13

<PAGE>

                the Registration Statement, no options, warrants or other
                rights to purchase, agreements or other obligations to issue or
                other rights to convert any obligations into any shares of
                capital stock of the Company are outstanding.

                       (ii) The Company has authorized capital stock as set
                forth under the caption "Description of Capital Stock" in the
                Registration Statement and Prospectus, except for issuances
                subsequent to the date of the Prospectus, if any, pursuant to
                reservations, commitments, employee benefit plans, or other
                existing agreements; all of the Shares conform to the
                description thereof contained in the Prospectus; the Company
                Shares and the Option Shares, if any, have been duly authorized
                by all necessary corporate action on the part of the Company
                and, upon payment for and delivery of the Shares in accordance
                with this Agreement and the countersigning of the certificates
                representing the Shares by a duly authorized signatory, the
                Shares will be validly issued, fully paid and non-assessable;
                holders of the capital stock of the Company are not entitled to
                any preemptive right to subscribe to any additional shares of
                the Company's capital stock under the Company's Certificate of
                Incorporation or bylaws, or, to such counsel's knowledge, any
                agreement or other instrument filed as an exhibit to the
                Registration Statement.

                       (iii) The Registration Statement has been declared
                effective under the Act and to such counsel's knowledge, no stop
                order suspending the effectiveness of the Registration Statement
                has been issued or threatened by the Commission.

                       (iv) The Registration Statement and each amendment or
                supplement thereto on the dates they were filed appeared on
                their face to comply as to form in all material respects with
                the requirements as to form for registration statements on Form
                S-2 under the Act and the Rules, except that such counsel need
                express no opinion as to the information supplied by the
                Underwriters or the financial statements, schedules and other
                financial or statistical information included or incorporated
                by reference therein. The Incorporated Documents, on the
                respective dates they were filed, appeared on their face to
                comply in all material respects with the requirements as to
                form for reports on Form 10-K, Form 10-Q and Form 8-K, as the
                case may be, under the Exchange Act and the rules and
                regulations thereunder in effect at the respective dates of
                their filing, except that such counsel need express no opinion
                as to the financial statements, schedules and other financial
                or statistical information included or incorporated by
                reference therein.

                       (v) Except as set forth in the Registration Statement and
                the Prospectus, to such counsel's knowledge, there are no
                contracts, agreements or understandings between the Company and
                any person granting such person the right to require the
                Company to file a registration statement under the Act with
                respect to any securities of the Company owned or to be owned
                by such person or to require the Company to include such
                securities in the securities being registered pursuant to a
                registration statement filed by the Company under the Act.

                       (vi) To such counsel's knowledge, the Company's execution
                and delivery of, and performance of its obligations under, this
                Agreement do not (A) violate the Company's and its
                Subsidiaries' respective charter or bylaws, or (B) breach or
                otherwise violate any existing obligation of or restriction on
                the Company or its Subsidiaries under any order, judgment or
                decree of any federal or Delaware court or government authority
                binding on the Company or its Subsidiaries that such counsel
                has, in the exercise of customary professional diligence,
                recognized as applicable to the Company or its Subsidiaries or
                to transactions of the type contemplated by this Agreement,
                except that such counsel need not


                                       14

<PAGE>

                express an opinion regarding any federal securities laws or Blue
                Sky or state securities laws. The execution and delivery by the
                Company of, and performance of its obligations under, this
                Agreement, do not violate any Delaware or federal statute or
                regulation that such counsel has, in the exercise of customary
                professional diligence, recognized as applicable to the Company
                or its Subsidiaries or to transactions of the type contemplated
                by this Agreement, except that such counsel need not express an
                opinion regarding any federal securities laws or Blue Sky or
                state securities laws.

                       (vii) This Agreement has been duly authorized, executed
                and delivered by the Company.

                       (viii) No approval, consent, order or permit of Delaware
                or any U.S. Federal governmental authority is required on the
                part of the Company for the execution and delivery of this
                Agreement or for the issuance and sale of the Shares by the
                Company herein contemplated (other than required by NASD
                regulation or state securities and Blue Sky laws, as to which
                such counsel need express no opinion) except such as have been
                obtained or made, specifying the same.

                       (ix) This Agreement has been duly executed and delivered
                on behalf of each of the Selling Stockholders.

                       (x) Upon the delivery of and payment for the Selling
                Stockholders Shares as contemplated in this Agreement, each of
                the Underwriters will receive such Shares purchased by it from
                such Selling Stockholder, free and clear of any adverse claim.
                In rendering such opinion, such counsel may assume that the
                Underwriters are acquiring such Shares in good faith, without
                notice of any adverse claim.

         In addition to the matters set forth above, such counsel shall also
include a statement to the effect that such counsel has participated in the
preparation of the Registration Statement and the Prospectus and, based on such
participation, no facts have come to the attention of such counsel which
appeared on their face to cause such counsel to believe that any part of the
Registration Statement or any amendment thereto (other than the financial
statements and other financial and statistical data contained therein, as to
which such counsel may express no belief), as of its effective date, contained
any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading or that the Prospectus or any amendment or supplement thereto (other
than the financial statements and other financial data contained therein, as to
which such counsel may express no belief), contains any untrue statement of a
material fact or omitted to state any material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading. Such counsel does not know of any legal or governmental
proceedings required to be described in the Registration Statement or the
Prospectus which are not described as required or of any contracts or documents
of a character required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement which are
not described and filed as required; it being understood that such counsel need
express no opinion as to the financial statements or other financial data
contained in the Registration Statement or the Prospectus. Such counsel may
state that its opinion is limited to the applicable law of the United States of
America, the Delaware General Corporation Law and the general corporate law of
jurisdictions under which the Subsidiaries are organized, and that such counsel
renders no opinion with respect to the law of any other jurisdiction. Such
opinion may state further that whenever such opinion is based on factual matters
to such counsel's knowledge or known to such counsel, such counsel has relied
exclusively on certificates of officers (after discussion of the contents
thereof with such officers) of the

                                       15

<PAGE>


Company or certificates of others as to the existence or nonexistence of factual
matters on which such opinion is predicated but has no reason to believe that
any such certificate is untrue or inaccurate in any material respect.

          Such opinion shall contain only those qualifications as  Wright,
Lindsey & Jennings LLP, counsel to the Underwriters, may reasonably request or
allow.

               (c) The Representatives shall have received from Wright, Lindsey
          & Jennings LLP, counsel to the Underwriters, an opinion dated the
          Closing Date, substantially to the effects specified in subparagraph
          (iii) and (iv) of paragraph (b) of this Section 6, and that the
          Company is a validly organized and existing corporation under the laws
          of the State of Delaware. In rendering such opinion, Wright, Lindsey &
          Jennings LLP may rely as to all matters governed other than by Federal
          law on the opinions of counsel referred to in paragraph (b) of this
          Section 6. In addition to the matters set forth above, such opinion
          shall also include a statement to the effect that nothing has come
          to the attention of such counsel which leads them to believe that the
          Registration Statement or any amendment thereto at the time the
          Registration Statement or amendment became effective or the
          Preliminary Prospectus or the Prospectus or any amendment or
          supplement thereto as of their respective dates contain an untrue
          statement of a material fact or omit to state a material fact required
          to be stated therein or necessary to make the statements therein, not
          misleading (except that such counsel need express no view as to
          financial statements, schedules and other financial or statistical
          information included therein).

               (d) The Representatives shall have received at or prior to the
          Closing Date from Wright, Lindsey & Jennings LLP a memorandum or
          summary, in form and substance satisfactory to the Representatives,
          with respect to the qualification or exemption therefrom for offering
          and sale by the Underwriters of the Shares under the State securities
          or Blue Sky laws of such jurisdictions as the Representatives may
          reasonably have designated.

               (e) The Representatives shall have received on the Closing Date
          and on the Option Closing Date, as the case may be, signed letters
          from Arthur Andersen, LLP, addressed to the Underwriters dated as of
          the Effective Date and again dated as of the Closing Date and as of
          the Option Closing Date, as the case may be, with respect to the
          financial statements and certain financial and statistical information
          contained in the Registration Statement and the Prospectus. All such
          letters shall be in form and substance satisfactory to the
          Representatives and Wright, Lindsey & Jennings LLP, counsel to the
          Underwriters.

               (f) The Representatives shall have received on the Closing Date
          and on the Option Closing Date, as the case may be, a certificate or
          certificates of the Company, executed by the President and Chief
          Executive Officer and the Chief Financial Officer of the Company to
          the effect that, on and as of the Closing Date and on and as of the
          Option Closing Date, as the case may be, each of them severally
          represents as follows:

                       (i) (A) the representations and warranties of the Company
               in this Agreement are true and correct on and as of the Closing
               Date and on and as of the Option Closing Date, as the case may
               be, and (B) the Company has complied with all of its agreements
               and covenants and has satisfied all of the conditions on its part
               to be performed or satisfied at or prior to the Closing Date and
               at or prior to the Option Closing Date, as the case may be.


                                       16

<PAGE>


                  (ii) They have carefully examined the Registration Statement
              and the Prospectus and, in their opinion, such Registration
              Statement and Prospectus did not omit to state a material fact
              necessary in order to make the statements therein not misleading.

             (g)  The Company shall have furnished to the Representatives
         evidence of the due qualification of the Company and the Subsidiaries
         to transact business in all jurisdictions in which the conduct of their
         business or ownership or lease of their properties requires such
         qualifications, except where the failure to be so qualified would not
         reasonably be expected to have a Material Adverse Effect.

             (h)  Since the respective dates as of which information is given in
         the Prospectus, there shall not have been any Material Adverse Change.

             (i)  The Company Shares shall have been approved for listing on the
         Nasdaq National Market, subject to official notice of issuance.

         The opinions and certificates mentioned in this Agreement shall be
deemed to be in compliance with the provisions hereof only if they are in all
material respects satisfactory to the Representatives and Wright, Lindsey &
Jennings LLP, counsel for the Underwriters.

         If any of the conditions hereinabove provided for in this Section 6
shall not have been fulfilled when and as required by this Agreement to be
fulfilled, the obligations of the Underwriters hereunder may be terminated by
the Representatives by notifying the Company of such termination in writing or
by confirmed telefax at or prior to the Closing Date. In such event, the
Company, the Selling Stockholders and the Underwriters shall not be under any
obligation to each other (except to the extent provided in Sections 5 and 8
hereof).

         7. Conditions of the Obligations of the Sellers. The obligations of the
Sellers to sell and deliver the Shares are subject to the conditions that (a) at
or before 10:00 a.m., central time, on the day immediately following the date of
this Agreement, or such later time and date as the Company and the
Representatives may from time to time consent to in writing or by confirmed
telefax, the Registration Statement shall have become effective, and (b) at the
Closing Date no stop order suspending the effectiveness of the Registration
Statement shall have been issued or proceedings therefor initiated or
threatened. If either of the conditions hereinabove provided for in this Section
7 shall not have been fulfilled when and as required by this Agreement to be
fulfilled, this Agreement may be terminated by the Company by notifying the
Representatives of such termination in writing or by confirmed telefax at or
prior to the Closing Date.

         8. Indemnification.

            (a) The Company agrees to indemnify and hold harmless each
         Underwriter and each person, if any, who controls any Underwriter
         within the meaning of the Act, the Rules and the Exchange Act from and
         against any and all losses, claims, damages, liabilities, joint or
         several, to which such Underwriter or such controlling person may
         become subject under the Act or otherwise, insofar as such losses,
         claims, damages or liabilities (or actions or proceedings in respect
         thereof) arise out of or are based upon any breach of any
         representation, warranty, agreement, or covenant of the Company, or any
         untrue statement or alleged untrue statement of any material fact
         contained in the Registration Statement, any Preliminary Prospectus,
         the Prospectus or any amendment or supplement thereto, or arise out of
         or are based upon the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading; and the Company will reimburse each
         Underwriter and each such controlling person for

                                        17




<PAGE>

         legal and other expenses reasonably incurred in connection with
         investigating or defending any such loss, claim, damage, liability,
         action or proceeding; provided, however, that the Company will not be
                               --------  -------
         liable in any such case to the extent that any such loss, claim, damage
         or liability arises out of or is based upon an untrue statement or
         alleged untrue statement made in, or omission or alleged omission from,
         the Registration Statement, any Preliminary Prospectus, the Prospectus,
         or such amendment or supplement, in reliance upon and in conformity
         with written information furnished to the Company by or through the
         Representatives specifically for use in the preparation thereof, it
         being understood and agreed that the only such information furnished by
         any Underwriter consists of the information described as such in
         Section 13 below; and provided further, that with respect to any untrue
                               -------- -------
         statement or alleged untrue statement in or omission or alleged
         omission from any Preliminary Prospectus, the indemnity agreement
         contained in this Section 8(a) shall not inure to the benefit of any
         Underwriter from whom the person asserting any such losses, claims,
         damages or liabilities purchased the Shares concerned, to the extent
         that a prospectus relating to such Shares was required to be delivered
         by such Underwriter under the Act in connection with such purchase and
         any such loss, claim, damage or liability of such Underwriter, results
         from the fact that there was not sent or given to such person, at or
         prior to the written confirmation of the sale of such Shares to such
         person, a copy of the Prospectus as then amended or supplemented
         (excluding any documents incorporated by reference therein) if the
         Company had previously furnished copies thereof to such Underwriter.
         This indemnity agreement will be in addition to any liability which the
         Company may otherwise have.

               (b) Each Selling Stockholder severally and not jointly agrees to
         indemnify and hold harmless each Underwriter and each person, if any,
         who controls any Underwriter, within the meaning of the Act, the Rules
         and the Exchange Act, from and against any losses, claims, damages, or
         liabilities, joint or several (or actions or proceedings in respect
         thereof) and all expenses (including costs of investigation and legal
         expenses) to which such Underwriters or such controlling person may
         become subject under the Act or otherwise, insofar as such losses,
         claims, liabilities or expenses arise out of or are based upon any
         breach of any representation, warranty, agreement, or covenant of such
         Selling Stockholder contained in this Agreement or any untrue statement
         or alleged untrue statement of any material fact contained in the
         Registration Statement, any Preliminary Prospectus, the Prospectus or
         any amendment or supplement thereto, or arise out of or are based upon
         the omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, in each case to the extent, but only to the
         extent, that such untrue statement or alleged untrue statement or
         omission or alleged omission was made in the Registration Statement,
         any Preliminary Prospectus, the Prospectus, or any amendment or
         supplement thereto, in conformity with written information furnished to
         the Company by or on behalf of such Selling Stockholder specifically
         for use therein; provided, however, that such Selling Stockholder
                          --------  -------
         will not be liable in any such case to the extent that such statement
         or omission was contained or made in any Preliminary Prospectus and
         corrected in the Prospectus and (A) any such loss, claim, damage or
         liability suffered or incurred by any Underwriter (or any person who
         controls any Underwriter) resulted from any action, claim or suit by
         any person who purchased Shares which are the subject thereof from such
         Underwriter in the offering and (B) such Underwriter failed to deliver
         or provide a copy of the Prospectus to such person at or prior to the
         confirmation of the sale of such Shares, in the case where such
         delivery is required by the Act. This indemnity agreement will be in
         addition to any liability which the Selling Stockholders may otherwise
         have.

               Each Selling Stockholder shall be liable to all persons under
         the indemnity agreements contained in this paragraph (b) and for
         breaches of its representations contained in Section 1 hereof only for
         an amount not exceeding the net proceeds received by such Selling
         Stockholder from the sale of Shares hereunder.

                                         18

<PAGE>

               (c) Each Underwriter severally, but not jointly, will
         indemnify and hold harmless the Selling Stockholders and the Company,
         each of its directors, each of its officers who have signed the
         Registration Statement, and each person, if any, who controls the
         Company, within the meaning of the Act, the Rules and the Exchange Act
         from and against any losses, claims, damages or liabilities to which
         the Company, or any such director, officer, or controlling person may
         become subject, under the Act or otherwise, insofar as such losses,
         claims, damages or liabilities (or actions or proceedings in respect
         thereof) arise out of or are based upon any untrue statement or alleged
         untrue statement of any material fact contained in the Registration
         Statement, any Preliminary Prospectus, the Prospectus or any amendment
         or supplement thereto, or arise out of or are based upon the omission
         or alleged omission to state therein a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading in light of the circumstances under which they were made;
         and will reimburse any legal or other expenses reasonably incurred by
         the Selling Stockholders or the Company, or any such director, officer,
         or controlling person in connection with investigating or defending any
         such loss, claim, damage, liability, action or proceeding; provided,
                                                                    --------
         however, that each Underwriter will be liable in such case only to the
         -------
         extent that such untrue statement, or alleged untrue statement or
         omission or alleged omission has been made in the Registration
         Statement, any Preliminary Prospectus, the Prospectus, or such
         amendment or supplement, in reliance upon and in conformity with
         information furnished to the Company by or through the Representatives
         expressly for use in the preparation thereof, which information is
         described in Section 13. This indemnity agreement will be in addition
         to any liability which such Underwriter may otherwise have.

               (d) Promptly after receipt by an indemnified party under this
         Section 8 of notice of the commencement of any action or proceeding,
         such indemnified party will, if a claim in respect thereof is to be
         made against an indemnifying party under this Section 8, notify the
         indemnifying party of the commencement thereof; but the omission so to
         notify the indemnifying party will not relieve it from any liability
         which it may have to any indemnified party otherwise than under this
         Section 8, except to the extent that the indemnifying party is
         substantially prejudiced by the omission of such notification. In case
         any such action or proceeding is brought against any party, and it
         notifies an indemnifying party of the commencement thereof, the
         indemnifying party will be entitled to participate therein, and, to the
         extent that it may wish, jointly with any other indemnifying party
         similarly notified, to assume the defense thereof with counsel
         reasonably satisfactory to such indemnified party, and after notice
         from the indemnifying party to such indemnified party of its election
         so to assume the defense thereof, the indemnifying party will not be
         liable to such indemnified party under this Section 8 for any legal or
         other expenses subsequently incurred by such indemnified party in
         connection with the defense thereof other than reasonable costs of
         investigation. No indemnifying party shall, without the prior written
         consent of the indemnified party, effect any settlement of any pending
         or threatened proceeding in respect of which any indemnified party is
         or could have been a party and indemnity could have been sought
         hereunder by such indemnified party, unless such settlement includes an
         unconditional release of such indemnified party from all liability on
         claims that are the subject matter of such proceeding. Any indemnified
         party shall have the right to employ separate counsel in any such
         action and participate in the defense thereof, but the fees and
         expenses of such counsel shall be at the expense of such indemnified
         party unless (i) the employment of such counsel has been specifically
         authorized in writing by the indemnifying party, (ii) the indemnifying
         party has failed to assume the defense and employ counsel, or (iii) the
         named parties to any such action (including any impleaded parties)
         include such indemnified party and the indemnifying party, as the case
         may be, and such indemnified party shall have been advised in writing
         by such counsel that there may be one or more legal defenses available
         to it which are different from or additional to those available to the
         indemnifying party, in which case the indemnifying party shall not have
         the right to assume the

                                        19

<PAGE>

         defense of such action on behalf of such indemnified party, it being
         understood, however, that (A) the indemnifying party shall not, in
         connection with any one such action or separate but substantially
         similar or related actions in the same jurisdiction arising out of the
         same general allegations or circumstances, be liable for the fees and
         expenses of more than one separate firm of attorneys (in addition to
         any local counsel) for all such indemnified parties, which firm shall
         be designated in writing by the indemnified parties, and that (B) all
         such fees and expenses shall be reimbursed as they are incurred.
         Subject to the foregoing provisions of this Section 8(d), the
         indemnifying party shall not be liable for the costs and expenses of
         any settlement of any action without the consent of the indemnifying
         party.

              (e) In order to provide for just and equitable contribution in
         circumstances in which the indemnification provided for in this Section
         8 is for any reason held to be unavailable to an indemnified party
         under subsection (a), (b) or (c) above in respect to any losses,
         claims, damages, liabilities or expenses referred to therein, then each
         applicable indemnifying party, in lieu of indemnifying such indemnified
         party, shall contribute to the amount paid or payable by such
         indemnified party as a result of such losses, claims, damages,
         liabilities and expenses (i) in such proportion as is appropriate to
         reflect the relative benefits received by the Sellers on the one hand
         and the Underwriters on the other hand from the offering of the Shares
         or (ii) if the allocation provided by clause (i) above is not permitted
         by applicable law, in such proportion as is appropriate to reflect not
         only the relative benefits referred to in clause (i) above but also the
         relative fault of the parties in connection with the statements or
         omissions which resulted in such losses, claims, damages, liabilities
         or expenses, as well as any other relevant equitable considerations.
         The relative benefits received by the Sellers on the one hand and the
         Underwriters on the other hand shall be deemed to be in the same
         proportion as the total proceeds from the offering (net of underwriting
         discounts and commissions but before deducting expenses) received by
         the Sellers bears to the underwriting discounts and commissions
         received by the Underwriters. The relative fault of a party shall be
         determined by reference to, among other things, whether the untrue or
         alleged untrue statement of a material fact or the omission or alleged
         omission to state a material fact relates to information supplied by
         each party and the parties' relative intent, knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission. The amount paid or payable by a party as a result of the
         losses, claims, damages, liabilities and expenses referred to above
         shall be deemed to include any legal or other fees or expenses
         reasonably incurred by such party in connection with investigating or
         defending any such action or claim.

               The Sellers and the Underwriters agree that it would not be
         just and equitable if contribution pursuant to this Section 8 were
         determined by pro rata allocation (even if the Underwriters were
         treated as one entity for such purpose) or by any other method of
         allocation which does not take account of the equitable considerations
         referred to in the immediately preceding paragraph. Notwithstanding the
         provisions of this Section 8, no Underwriter shall be required to
         contribute any amount in excess of the amount by which the total price
         at which the Shares underwritten by it and distributed to the public
         were offered to the public exceeds the amount of any damages that such
         Underwriters have otherwise been required to pay by reason of such
         untrue or alleged untrue statement or omission or alleged omission. No
         person guilty of fraudulent misrepresentation (within the meaning of
         Section 11(f) of the Act) shall be entitled to contribution from any
         person who was not guilty of such fraudulent misrepresentation. The
         Underwriters' obligations in this subsection (e) to contribute shall be
         several in proportion to their respective underwriting obligations and
         not joint.

               (f) In any proceeding relating to the Registration Statement,
         any Preliminary Prospectus, the Prospectus or any supplement or
         amendment thereto, each party against whom contribution may be sought
         under this Section 8 hereby consents to the jurisdiction of any court

                                        20

<PAGE>

         having jurisdiction over any other contributing party, agrees that
         process issuing from such court may be served upon him or it by any
         other contributing party and consents to the service of such process
         and agrees that any other contributing party may join him or it as an
         additional defendant in any such proceeding in which such other
         contributing party is a party.

         9. Representations, Warranties and Agreements to Survive Delivery. All
representations, warranties and agreements of the Selling Stockholders, the
Company, and the officers of the Company herein or in certificates delivered
pursuant hereto, and the indemnity and contribution agreements contained in
Section 8 hereof, shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of any Underwriters or any controlling
person, or by or on behalf of the Company or any of its officers, directors or
controlling persons, and shall survive delivery of the Underwritten Shares and,
if appropriate, the Option Shares to the Representatives or termination of this
Agreement.

        10. Default by Underwriters. If any Underwriter shall fail to purchase
and pay for the Shares which such Underwriter has agreed to purchase and pay for
hereunder (otherwise than by reason of any default on the part of the Company or
any of the Selling Stockholders), you, as the Representatives of the
Underwriters, shall use your best efforts to procure within twenty-four hours
thereafter one or more of the other Underwriters, or any others, to purchase
from the Company and the Selling Stockholders such amounts as may be agreed upon
and upon the terms set forth herein, the Shares which the defaulting Underwriter
or Underwriters failed to purchase. If during such twenty-four hours you, as
such Representatives, shall not have procured such other Underwriters, or any
others, to purchase the Shares agreed to be purchased by the defaulting
Underwriter or Underwriters, then (a) if the aggregate number of Shares with
respect to which such default shall occur does not exceed 10% of the Shares
which the Underwriters are obligated to purchase hereby, the other Underwriters
shall be obligated, severally, in proportion to the respective number of Shares
which they are obligated to purchase hereunder, to purchase the Shares which
such defaulting Underwriter or Underwriters failed to purchase, or (b) if the
aggregate number of Shares with respect to which such default shall occur
exceeds 10% of the Shares covered hereby, the Company or you, as the
Representatives of the Underwriters, will have the right, by written notice
given within the next twenty-four hour period to the parties to this Agreement,
to terminate this Agreement without liability on the part of the non-defaulting
Underwriters or the Company or the Selling Stockholders except to the extent
provided in Section 8 hereof. In the event of a default by any Underwriter or
Underwriters, as set forth in this Section 10, the time of closing may be
postponed for such period, not to exceed seven days, as you, as the
Representatives, may determine in order that the required changes in the
Registration Statement, the Prospectus or in any other documents or arrangements
may be effected. The term "Underwriters" includes any person substituted for a
defaulting Underwriter. Any action taken under Section 11 shall not relieve any
defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.

       11. Notices. All communications hereunder shall be in writing and, except
as otherwise provided in, will be mailed, delivered or telefaxed and confirmed
as follows: if to the Underwriters, c/o the Representatives as follows: to
Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201, Attention: Sandra
Farmer, with a copy to C. Douglas Buford, Jr., Wright, Lindsey & Jennings LLP,
200 West Capitol Avenue, Suite 2200, Little Rock, Arkansas 72201; if to the
Company or the Selling Stockholders, to P.A.M. Transportation Services, Inc.,
Highway 412 West, Tonitown, Arkansas 72770, Attention: Robert W. Weaver, with a
copy to Marlon F. Starr, Smith, Gambrell & Russell, LLP, 1230 Peachtree Street,
N.E., Suite 3100, Atlanta, Georgia 30309-3592.

       12.  Termination.  This Agreement may be terminated by notice to the
Sellers as follows:

            (a)  at any time prior to the Closing Date or the obligations of
     the Underwriters to purchase the Option Shares at any time prior to the
     Option Closing Date, as the case may be, if

                                     21

<PAGE>

     (A) any domestic or international event or act or occurrence has
     materially disrupted, or in your opinion will in the immediate future
     materially disrupt, the market for the Company's securities or securities
     in general; or (B) if trading on the New York Stock Exchange or on the
     Nasdaq National Market shall have been suspended, or minimum or maximum
     prices for trading shall have been fixed, or maximum ranges for prices for
     securities shall have been required, on the New York Stock Exchange or on
     the Nasdaq National Market by the New York Stock Exchange or by the Nasdaq
     National Market or by order of the Commission or any other governmental
     authority having jurisdiction; or (C) if a banking moratorium has been
     declared by any state or federal authority or if any material disruption in
     commercial banking or securities settlement or clearance services shall
     have occurred; or (D) any downgrading shall have occurred in the Company's
     corporate credit rating or the rating accorded the Company's debt
     securities by any "nationally recognized statistical rating organization"
     as that term is defined by the Commission for purposes of Rule 436(g)(2)
     under the Act or if any such organization shall have publicly announced
     that it has under surveillance or review, with possible negative
     implications, its rating of any of the Company's debt securities; or (E)
     (i) if there shall have occurred any outbreak or escalation of hostilities
     or acts of terrorism involving the United States or there is a declaration
     of a national emergency or war by the United States or (ii) if there shall
     have been any other calamity or crisis or any change in political,
     financial or economic conditions if the effect of any such event in (i) or
     (ii) as in your judgment makes it impracticable or inadvisable to proceed
     with the offering, sale and delivery of the Underwritten Shares or the
     Option Shares, as the case may be, on the terms and in the manner
     contemplated by the Prospectus; or (F) since the respective dates as of
     which information is given in the Registration Statement and the
     Prospectus, any Material Adverse Change has occurred which would, in your
     reasonable judgment, materially make it impracticable to market the Shares
     in the manner contemplated by the Prospectus, or (G) the enactment,
     publication, decree or other promulgation of any federal or state statute,
     regulation, rule or order of any court or other governmental authority
     which in your reasonable opinion materially and adversely affects or will
     materially or adversely affect the business or operations of the Company;
     or

          (b)  as provided in Sections 6 and 10 of this Agreement.

     13. Information Furnished by Underwriters. The information set forth in the
Prospectus: (a) in the final paragraph on the cover page, (b) in the table under
the caption "Underwriting" on page ___, listing the Underwriters and the number
of shares each has agreed to purchase, (b) in the fifth paragraph under the
caption "Underwriting," relating to the concession to dealers and the
re-allowance to certain other dealers and the delivery of the Shares, (d) in the
eighth paragraph under the caption "Underwriting," relating to penalty bids, and
(e) in ninth paragraph under the caption "Underwriting," relating to
stabilization activities, constitute the written information furnished by or on
behalf of any Underwriters referred to in paragraph (a) (v) of Section 1 hereof
and in paragraphs (a) and (c) of Section 8 hereof.

     14. Successors. This Agreement has been and is made solely for the benefit
of the Underwriters, the Company, the Selling Stockholders and their respective
successors, executors, administrators, heirs, and assigns, and the officers,
directors and controlling persons referred to herein, and no other person will
have any right or obligation hereunder. The term "successors" shall not include
any purchaser of the Shares merely because of such purchase.

     15. Miscellaneous.  The  Representatives  will act for the several
Underwriters in connection with this offering,  and any action under this
Agreement taken by the Representatives jointly or by Stephens Inc. will be
binding upon all of the Underwriters.

                                     22

<PAGE>


         This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Arkansas, without giving effect to the choice of law or
conflict of law principles thereof.

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding agreement among the Company, the Selling
Stockholders and the several Underwriters in accordance with its terms.

                                Very truly yours,

                                P.A.M. TRANSPORTATION SERVICES, INC.


                                By:
                                   --------------------------------------------
                                   Robert W. Weaver
                                   President and Chief Executive Officer

                                SELLING STOCKHOLDERS

                                By:
                                   --------------------------------------------
                                   Attorney-in-Fact for the Selling Stockholders

The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.

STEPHENS INC., BB&T CAPITAL MARKETS
  and A.G. EDWARDS & SONS, INC.

By:
   --------------------------------------------------
         Stephens Inc., Senior Manager
         By:    W. Scott Davis
                Head of Syndicate and Capital Markets

As Representatives of the several Underwriters
named in Schedule II hereto



                                       23

<PAGE>

                                   SCHEDULE I

Seller                                               No. of Underwritten Shares
------                                               --------------------------
P.A.M. Transportation Services, Inc.                       2,100,000
Matthew T. Moroun                                          1,200,000
Robert W. Weaver                                              50,000
W. Clif Lawson                                                30,000
Larry J. Goddard                                              20,000
Paula Weaver                                                  75,000
                                                            --------

Total                                                      3,475,000
                                                           =========






                                       24

<PAGE>

                                   SCHEDULE II

Name                                                 No. of Underwritten Shares
----                                                 --------------------------
Stephens Inc.
BB&T Capital Markets
A.G. Edwards & Sons, Inc.

                                                           ---------

Total                                                      3,475,000
                                                           =========





                                       25

<PAGE>

                                    EXHIBIT A

                              _______________, 2002

Stephens Inc., BB&T Capital Markets, and

A.G. Edwards & Sons, Inc., as Representatives of the Several Underwriters
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas  72201

Re: Agreement Not to Sell P.A.M. Transportation Services, Inc. Stock

------------------------------------------------

Ladies and Gentlemen:

     This letter is provided, at the request of P.A.M. Transportation
Services, Inc. (the "Company"), for the benefit of the Company and the
Underwriters in connection with the proposed public offering of 3,475,000 shares
of P.A.M. Transportation Services, Inc. Common Stock (plus an additional 521,250
shares if the Underwriters choose to exercise their over-allotment option)
pursuant to a Registration Statement on Form S-2 (File No. 333-83084). As an
inducement to the Underwriters to (a) enter into an Underwriting Agreement with
the Company and (b) consummate the transactions contemplated in such
Underwriting Agreement, the undersigned hereby represents and agrees as follows:

     1. Upon the closing of the Company's public offering, the undersigned will
beneficially own the number of shares of the Company's Common Stock set forth
below opposite the signature of the undersigned (the "Shares"), and no others.

     2. The undersigned agrees that, for a period of 90 days from the effective
date of the Registration Statement, except for bona fide gifts to persons who
agree with you in writing to be bound by this letter, the undersigned will not
offer, sell or otherwise dispose of any of the Shares, directly or indirectly,
without written consent of Stephens Inc., on behalf of the Representatives of
the Underwriters, which consent will not be unreasonably withheld; except that
(a) such Shares may be pledged as collateral against loans of the undersigned
without such written consent, and (b) if loans secured by Shares are called, the
undersigned and any applicable pledgee will have the right to sell the shares
pledged on such loans to the extent necessary to satisfy such loans.


Shares of Common Stock:                        Very truly yours,




-----------------------                        --------------------------------



                                       26

</TEXT>
</DOCUMENT>
