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                                                                   EXHIBIT 10.11

                                  OFFICE LEASE

STATE OF TENNESSEE:
COUNTY OF WILLIAMSON:

     THIS LEASE (the "Lease"), is made this the 22nd day of November, 1999, by
and between HIGHWOODS/TENNESSEE HOLDINGS, L.P., a Tennessee limited partnership
hereinafter "Landlord" and NETWORK HEALTH SERVICES, INC. d/b/a TOTAL EMED.COM,
INC., a Tennessee corporation hereinafter "Tenant":

                                  WITNESSETH:

     Upon the terms and conditions hereinafter set forth, Landlord leases to
Tenant and Tenant leases from Landlord property referred to as the Premises, all
as follows:

     1. PREMISES. The property hereby leased to Tenant is that area shown on
Exhibit A hereto attached, which consists of approximately 26,084 rentable
square feet (Tenant reserves the right to have space measured), which is located
in what is sometimes called the CoolSprings I Building (the "Building"), located
at 720 Cool Springs Boulevard, Suite 200, The City of Franklin, Williamson
County, State of Tennessee (the "Premises").

     If Landlord and Tenant desire for improvements to be made to the Premises
prior to the Commencement Date such improvements shall be made pursuant to the
workletter attached hereto as Exhibit A-1 (the "Workletter').

     2. TERM. This Lease Term (the "Term") is for 60 months, and shall commence
on April 1, 2000 ("Commencement Date"), and shall expire (unless sooner
terminated or extended as herein provided) at 6:00 p.m. on MARCH 31, 2005
("Expiration Date"). In the event Landlord shall permit Tenant to take
possession of the Premises prior to the Commencement Date referenced above, all
the terms and conditions of this Lease shall apply.

     If Landlord, for any reason whatsoever, cannot deliver possession of the
Premises to Tenant on the Commencement Date, then this Lease shall not be void
or voidable, no obligation of Tenant shall be affected thereby, and neither
Landlord nor Landlord's agents shall be liable to Tenant for any loss or damage
resulting from the delay in delivery of possession; provided, however, that in
such event, the Commencement Date and Expiration Date of this Lease, and all
other dates that may be affected by their change, shall be revised to conform to
the date of Landlord's delivery of possession to Tenant. The above, however, is
subject to the provision that the period permitted for the delay of delivery of
possession of the Premises shall not exceed sixty (60) days after the
Commencement Date set forth in the first sentence of this Section 2 (except that
those delays beyond Landlord's control, including, without limitation, those
encompassed in the meaning of the term "force majeure", or caused by Tenant (the
"Delays") shall be excluded in calculating such period). If Landlord does not
deliver possession to Tenant within such period, then Tenant may terminate this
Lease by written notice to Landlord; provided, that written notice


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shall be ineffective if given after Tenant takes possession of any part of the
Premises, or if given more than one hundred (100) days after the original
Commencement Date plus the time of any Delays. Unless expressly otherwise
provided herein, Rent (as hereinafter defined) shall commence on the earlier of:
(i) the Commencement Date; (ii) occupancy of the Premises by Tenant; (iii) the
date Landlord has the Premises ready for occupancy by Tenant, as such date is
adjusted under the Workletter, if any, attached hereto; or (iv) the date
Landlord could have had the Premises ready had there been no Delays attributable
to Tenant. Unless the context otherwise so requires, the term "Rent" as used
herein includes both Base Rent and Additional Rent as set forth in Section 4.

     If the Expiration Date, as determined herein, does not occur on the last
day of a calendar month, then Landlord, at its option, may extend the Term by
the number of days necessary to cause the Expiration Date to occur on the last
day of the last calendar month of the Term. Tenant shall pay Base Rent and
Additional Rent for such additional days at the same rate payable for the
portion of the last calendar month immediately preceding such extension. The
Commencement Date, Term (including any extension by Landlord pursuant to this
Section 2) and Expiration Date may be set forth in a commencement letter (the
"Commencement Letter") prepared by Landlord and executed by Tenant.

     3. USE. The Premises may be used only for general office purposes in
connection with Tenant's present business, which is currently medical
information management services, and be occupied by no more than one hundred
thirty (130) persons (the "Permitted Use"), but for no other use without
Landlord's prior written consent which shall not be unreasonably withheld.
Tenant shall never make any use of the Premises which is in violation of any
governmental laws, rules or regulations, whether now existing or hereafter
enacted. or which is in violation of the general rules and regulations for
tenants (a copy of the present rules are attached as Exhibit B) as may be
developed or modified from time to time by Landlord effective as of the date
delivered to Tenant or posted on the Premises providing such rules are uniformly
applicable to all tenants in the Building (the "Rules and Regulations"), nor may
Tenant make any use of the Premises not permitted, or otherwise prohibited, by
any restrictive covenants which apply to the Premises. Tenant may not make any
use that is or may be a nuisance or trespass, which increases any insurance
premiums, or makes such insurance unavailable to Landlord on the Building. In
the event of an increase in any of Landlord's insurance premiums which results
from Tenant's use or occupancy of the Premises, if Tenant does not pay Landlord,
on demand, the amount of such increase, Landlord may treat such use as a default
hereunder.

     4. RENT. As used herein, the term "Rent" shall mean Base Rent (as
hereinafter defined) plus Additional Rent (as hereinafter defined). Tenant shall
pay to Landlord Rent, on or before the first day of each calendar month during
the Term, without previous demand or notice therefor by Landlord and without set
off or deduction; provided, however, if the Term commences on a day other than
the first day of a calendar month, then Rent for such month shall be (i)
prorated for the period between the Commencement Date and the last day of the
month in which the Commencement Date falls, and (ii) due and payable on the
Commencement Date. Notwithstanding anything contained herein to the contrary,
Tenant's obligation to pay Rent under this Lease is completely separate and
independent from any of Landlord's obligations under this Lease. For each
monthly Rent payment Landlord receives after the tenth (10'x) day of the month,
Landlord shall be entitled to all remedies provided under Sections 13 and 14
below, and a late


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charge in the amount of five percent (5%) of all Rent due for such month. If
Landlord presents Tenant's check to any bank and Tenant has insufficient funds
to pay for such check, then Landlord shall be entitled to all remedies provided
under Sections 13 and 14 below and a lawful bad check fee or five percent (5%)
of the amount of such check, whichever amount is less.

     4.1 BASE RENT. As used herein, "Base Rent" shall refer to the following
schedule.

<TABLE>
<CAPTION>
 FROM    THROUGH   RATE/SF     MONTHLY      ANNUALLY
 ----    -------   -------   ----------   -----------
<S>      <C>       <C>       <C>          <C>
4/1/00   3/31/01    $18.50   $40,212.83   $482,553.96
4/1/01   3/31/02    $18.50   $40,212.83   $482,553.96
4/1/02   3/31/03    $19.25   $41,843.08   $502,116.96
4/1/03   3/31/04    $19.63   $42,669.08   $512,028.96
4/1/04   3/31/05    $20.02   $43,516.81   $522,201.72
</TABLE>

     4.2 ADDITIONAL RENT. As used in this Lease, the term "Additional Rent"
shall mean all sums and charges, excluding Base Rent, due and payable by Tenant
under this Lease, including, but not limited to, the following:

     (a) sales or use tax imposed on rents collected by Landlord or any tax on
rents in lieu of ad valorem taxes on the Building, even though laws imposing
such taxes attempt to require Landlord to pay the same.

     (b) Tenant's Proportionate Share (as hereinafter defined) of the increase
in Landlord's Operating Expenses (as hereinafter defined) as set forth in the
attached Addendum.

     5. SERVICES BY LANDLORD. Provided that Tenant is not then in default,
Landlord shall cause to be furnished to the Building, or as applicable, the
Premises, in common with other tenants, during business hours of 7:00 A.M. to
6:00 P.M. Monday through Friday and 8:00 A.M. to 12:00 P.M. on Saturday
(excluding National and State holidays), the following services; janitorial
services (five (5) days a week after normal working hours), water (if available
from city mains) for drinking, lavatory and toilet purposes, operatorless
elevator service and heating and air conditioning for the reasonably comfortable
use and occupancy of the Premises, provided heating and cooling conforming to
any governmental regulation prescribing limitations thereon shall be deemed to
comply with this service. Landlord shall furnish the Premises with electricity
for the maintenance of building standard fluorescent lighting composed of 2' x
4' fixtures. Incandescent fixtures, table lamps, all lighting other than the
aforesaid building standard fluorescent light, dimmers and all lighting controls
other than controls for the aforesaid building standard fluorescent lighting
shall be serviced, replaced and maintained at Tenant's expense. Landlord shall
also furnish the Premises with electricity for lighting for the aforesaid
building standard fluorescent lighting and for the operation of general office
machines, such as electric typewriters, desk top computers, word processing
equipment, dictating equipment, adding machines and calculators, and general
service non-production type office copy machines. Landlord shall have the right
to enter and inspect the Premises and all electrical devices therein


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from time to time, provided that Landlord shall have no obligation to provide
more than five (5) watts per usable square foot of electricity serving the
Premises. Landlord must give Tenant reasonable notice before making such
inspection, and Landlord shall conduct such inspection in a manner and at a time
which shall not create a disruption to Tenant's business. Landlord reserves the
right to separately meter the Premises should Tenants use of electricity be
deemed excessive. After hours heating and air conditioning is available at a
charge of $30.00 per hour, per zone, with a minimum of one (1) hour per
occurrence. All additional costs resulting from Tenant's extraordinary usage of
heating, air conditioning or electricity shall be paid by Tenant upon demand as
Additional Rent for each month or portion thereof, and Tenant shall not install
equipment with unusual demands for any of the foregoing without Landlord's prior
written consent, which Landlord may withhold if it determines that in its
opinion such equipment may not be safely used in the Premises or that electrical
service is not adequate therefor. If heat generating machines or equipment or
other intensive activities shall be used or carried on in the Premises by Tenant
which affect the temperature otherwise maintained by the heating and air
conditioning system, Landlord shall have the right to install supplemental air
conditioning units in the Premises and the cost thereof, including the cost of
engineering and installation, and the cost of operation and maintenance thereof,
shall be paid by Tenant upon demand by Landlord. Landlord shall further provide
a reasonable pro rata amount of unreserved free parking, in common with the
other tenants, for Tenant's employees and visitors. There shall be no abatement
or reduction of Rent by reason of any of the foregoing services not being
continuously provided to Tenant.

     Tenant shall report to Landlord immediately any defective condition in or
about the Premises reasonably known to Tenant and if such defect is not so
reported and such failure to promptly report results in other damage, Tenant
shall be liable for same. Landlord shall not be liable to Tenant for any damage
caused to Tenant and its property due to the Building or any part or
appurtenance thereof being improperly constructed or being or becoming out of
repair, or arising from the leaking of gas, water, sewer or steam pipes, or from
problems with electrical service unless such damage arises from the willful
acts, omissions, or gross negligence of Landlord or its contractors.

     6. TENANT'S ACCEPTANCE AND MAINTENANCE OF PREMISES; LANDLORD'S DUTIES AND
RIGHTS. Subject to the terms of the attached Workletter, if any, Tenant's
occupancy of the Premises is Tenant's representation to Landlord that Tenant has
examined and inspected the same, finds the Premises to be as represented by
Landlord and satisfactory for Tenant's intended use, and constitutes Tenant's
acceptance "as is" with the exception of latent defects which may not be
reasonably known to Tenant at the time. Landlord makes no representation or
warranty as to the condition of said Premises. During Tenant's move-in, a
representative of Tenant must be on-site with Tenant's moving company to insure
proper treatment of the Building and the Premises. Elevators in multi-story
office buildings must remain in use for the general public during business hours
as defined herein in Section 5. Any specialized use of elevators must be
coordinated with Landlord's property manager. Tenant must properly dispose of
all packing material and refuse in accordance with the Rules and Regulations.
Any damage or destruction to the Building or the Premises due to moving will be
the sole responsibility of Tenant. Tenant shall deliver at the end of this Lease
each and every part of the Premises in good repair and condition, ordinary wear
and tear and damage by insured casualty excepted. The delivery of a key or other
such tender of possession of the Premises to


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Landlord or to an employee of Landlord shall not operate as a termination of
this Lease or a surrender of the Premises except upon written notice by
Landlord. Tenant shall: (i) keep the Premises and fixtures in good order; (ii)
make repairs and replacements to the Premises or Building needed because of
Tenant's misuse or primary negligence; (iii) repair and replace special
equipment or decorative treatments installed by or at Tenant's request and that
serve the Premises only, except if this Lease is ended because of casualty loss
or condemnation; and (iv) not commit waste. Tenant, however, shall make no
structural or interior alterations of the Premises. If Tenant requires
alterations, Tenant shall provide Landlord's managing agent with a complete set
of construction drawings, and such agent shall then determine the actual cost of
the work to be done (to include a construction supervision fee of five percent
(5%) to be paid to Landlord's managing agent). Tenant may then either agree to
pay Landlord to have the work done or withdraw its request for alterations. On
termination of this Lease or vacation of the Premises by Tenant, Tenant shall
restore the Premises, at Tenant's sole expense, to the same condition as existed
at the Commencement Date, ordinary wear and tear and damage by insured casualty
only excepted. Landlord, however, may elect to require Tenant to leave
alterations performed for Tenant unless at the time of such alterations Landlord
agreed in writing such alterations could be removed on the Expiration Date, upon
the termination of this Lease or upon Tenant's vacation of the Premises.

     Tenant shall keep the Premises and the Building free from any liens arising
out of any work performed, materials furnished, or obligations incurred by or on
behalf of Tenant. Should any claim of lien or other lien be filed against the
Premises or the Building by reason of any act or omission of Tenant or any of
Tenant's agents, employees, contractors or representatives, then Tenant shall
cause the same to-,be canceled and discharged of record by bond or otherwise
within ten (10) days after the filing thereof. Should Tenant fail to discharge
such lien within such ten (10) day period, then Landlord may discharge the same,
in which event Tenant shall reimburse Landlord, on demand, as Additional Rent,
for the amount of the lien or the amount of the bond, if greater, plus all
administrative costs incurred by Landlord in connection therewith. The remedies
provided herein shall be in addition to all other remedies available to Landlord
under this Lease or otherwise. Tenant shall have no power to do any act or make
any contract that may create or be the foundation of any lien, mortgage or other
encumbrance upon the reversionary or other estate of Landlord, or any interest
of Landlord in the Premises. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR,
SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE
INTEREST OF LANDLORD IN AND TO THE PREMISES OR THE BUILDING.

     Notwithstanding anything to the contrary set forth above in this Section 6,
if Tenant does not perform its maintenance obligations in a timely manner as set
forth in this Lease, commencing or diligently attempting to commence the same
within ten (10) days after receipt of notice from Landlord specifying the work
needed and thereafter diligently and continuously pursuing completion of
unfulfilled maintenance obligations, then Landlord shall have the right, but not
the obligation, to perform such maintenance, and any amounts so expended by
Landlord shall be paid by Tenant to Landlord within thirty (30) days after
demand, with interest at the maximum rate allowed by law (or the rate of fifteen
percent (15%) per annum, whichever is less) accruing from the date of
expenditure through the date paid.


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     Except for repairs and replacements that Tenant must make under this
Section 6, Landlord shall pay for and make all other repairs and replacements to
the Premises, common areas and Building (including Building fixtures and
equipment). This maintenance shall include the roof, foundation, exterior walls,
interior structural walls, all structural components, and all exterior (outside
of walls) systems, such as mechanical, electrical, HVAC, and plumbing. Repairs
or replacements required under Section 6 shall be made within a reasonable time
(depending on the nature of the repair or replacement needed) after receiving
notice from Tenant or Landlord having actual knowledge of the need for a repair
or replacement.

     7. DAMAGES TO PREMISES. If the Premises shall be partially damaged by fire
or other casualty insured under Landlord's insurance policies, and if Landlord's
lender(s) shall permit insurance proceeds paid as a result thereof to be so
used, then upon receipt of the insurance proceeds, Landlord shall, except as
otherwise provided herein, promptly repair and restore the Premises (exclusive
of improvements made by Tenant, Tenant's trade fixtures, decorations, signs, and
contents) substantially to the condition thereof immediately prior to such
damage or destruction; limited, however, to the extent of the insurance proceeds
received by Landlord. If by reason of such occurrence: (i) the Premises is
rendered wholly untenantable; (ii) the Premises is damaged in whole or in part
as a result of a risk which is not covered by Landlord's insurance policies;
(iii) Landlord's lender does not permit a sufficient amount of the insurance
proceeds to be used for restoration purposes; (iv) the Premises is damaged in
whole or in part during the last two years of the Term; or (v) the Building
containing the Premises is damaged (whether or not the Premises is damaged) to
an extent of fifty percent (50%) or more of the fair market value thereof, then
Landlord may elect either to repair the damage as aforesaid, or to cancel this
Lease by written notice of cancellation given to Tenant within sixty (60) days
after the date of such occurrence, and thereupon this Lease shall terminate.
Tenant shall vacate and surrender the Premises to Landlord within thirty (30)
days after receipt of such notice of termination. In addition, Tenant may also
terminate this Lease by written notice given to Landlord at any time between the
one hundred twenty-first (121st) and one hundred thirty-sixth (136th) days after
the occurrence of any such casualty, if Landlord has failed to restore the
damaged portions of the Building (including the Premises) within one hundred
twenty (120) days of such casualty. However, if Landlord is prevented by Delays
as defined in Section 2, from completing the restoration within said one hundred
twenty (120) day period, and if Landlord provides Tenant with written notice of
the cause for the Delays within fifteen (15) days after the occurrence thereof,
such notice to contain the reason for the Delays and a good faith estimate of
the period of the Delays caused thereby, then. Landlord shall have an additional
period beyond said one hundred twenty (120) days, equal to the Delays in which
to restore the damaged areas of the Building; and Tenant may not elect to
terminate this Lease until said additional period required for completion has
expired with the Building not having been substantially restored. In such case,
Tenant's fifteen (15) day notice of termination period shall begin to run upon
the expiration of Landlord's additional period for restoration set forth in the
preceding sentence. Upon the termination of this Lease as aforesaid, Tenant's
liability for the Rent and other charges reserved hereunder shall cease as of
the effective date of the termination of this Lease, subject, however, to the
provisions for abatement of Rent hereinafter set forth.

     Notwithstanding the foregoing, Landlord shall use commercially reasonable
efforts to provide Tenant temporary space which is reasonably acceptable to
Tenant during the time period in which the damage to the Building (including the
Premises) is being repaired.


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     Unless this Lease is terminated as aforesaid, this Lease shall remain in
full force and effect, and Tenant shall promptly repair, restore, or replace
Tenant's improvements, trade fixtures, decorations, signs, and contents in the
Premises in a manner and to at least a condition equal to that existing prior to
their damage or destruction, and the proceeds of all insurance carried by Tenant
on said property shall be held in trust by Tenant for the purposes of such
repair, restoration, or replacement.

     If, by reason of such fire or other casualty, the Premises is rendered
wholly untenantable, then the Rent payable by Tenant shall be fully abated, or
if only partially damaged, such Rent and other charges shall be abated
proportionately as to that portion of the Premises rendered untenantable, in
either event (unless the Lease is terminated, as aforesaid) from the date of
such casualty until the Premises have been substantially repaired and restored,
or until Tenant's business operations are restored in the entire Premises,
whichever shall first occur. Tenant shall continue the operation of Tenant's
business in the Premises or any part thereof not so damaged during any such
period to the extent reasonably practicable from the standpoint of prudent
business management. However, if such damages or other casualty shall be caused
by the negligence or other wrongful conduct of Tenant or of Tenant's subtenants,
licensees, contractors, or invitees, or their respective agents or employees,
there shall be no abatement of Rent. Except for the abatement of the Rent
hereinabove set forth, Tenant shall not be entitled to, and hereby waives, all
claims against Landlord for any compensation or damage for loss of use of the
whole or any part of the Premises and/or for any inconvenience or annoyance
occasioned by any such damage, destruction, repair, or restoration.

     8. ASSIGNMENT -SUBLEASE. Tenant may not assign or encumber this Lease or
its interest in the Premises arising under this Lease, and may not sublet any
part or all of the Premises without first obtaining the written consent of
Landlord first had and obtained, which consent may be withheld in Landlord's
sole discretion. Any assignment or sublease to which Landlord may consent (one
consent not being any basis that Landlord should grant any further consent)
shall not relieve Tenant of any or all of its obligations hereunder. For the
purpose of this Section 8, the word "assignment" shall be defined and deemed to
include the following: (i) if Tenant consists of more than one person, an
assignment, whether voluntary, involuntary, or by operation of law, by one
person to one of the other persons that is a Tenant; (ii) if Tenant is a
corporation, any dissolution or reorganization of Tenant, or the sale or other
transfer of a controlling percentage (hereafter defined) of capital stock of
Tenant other than to an affiliate or subsidiary or the sale of fifty-one percent
(51%) in value of the assets of Tenant; (iii) if Tenant is a limited liability
company, the change of members whose interest in the company is fifty percent
(50%) or more. The phrase "controlling percentage" means the ownership of, and
the right to vote, stock possessing at least fifty-one percent (51%) of the
total combined voting power of all classes of Tenant's capital stock issued,
outstanding and entitled to vote for the election of directors, or such lesser
percentage as is required to provide actual control over the affairs of the
corporation. Acceptance of Rent by Landlord after any non-permitted assignment
shall not constitute approval thereof. by Landlord. Notwithstanding the
foregoing provisions of this Section 8, Tenant may assign or sublease part or
all of the Premises without Landlord's consent to: (i) any corporation or
partnership that controls, is controlled by, or is under common control with,
Tenant; or (ii) any corporation resulting from the merger or consolidation with
Tenant or to any entity that acquires all of Tenant's assets as a going concern
of the business that is being conducted on the Premises, as long as the assignee
or sublessee is a bona fide entity and


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assumes the obligations of Tenant, and continues the same Permitted Use as
provided under Section 3. However, Landlord must be given prior written notice
of any such assignment or subletting, and failure to do so shall be a default
hereunder. Landlord will never consent to an assignment or sublease that might
result in a use that conflicts with the rights of an existing tenant under its
lease.

     In no event shall this Lease be assignable by operation of any law, and
Tenant's rights hereunder may not become, and shall not be listed by Tenant as
an asset under any bankruptcy, insolvency or reorganization proceedings. Tenant
is not, may not become, and shall never represent itself to be an agent of
Landlord, and Tenant acknowledges that Landlord's title is paramount, and that
it can do nothing to affect or impair Landlord's title.

     If Landlord consents to any assignment or subletting, Tenant shall pay all
reasonable out-of-pocket costs and expenses incurred by Landlord in connection
with the assignment or sublease transaction, including Landlord's reasonable
attorneys' fees.

     If this Lease shall be assigned or the Premises or any portion thereof
sublet by Tenant at a rental that exceeds the rentals to be paid to Landlord
hereunder, attributable to the Premises or portion thereof so assigned or
sublet, then fifty percent (50%) of any such excess shall be paid over to
Landlord by Tenant. If Landlord assists Tenant in finding a permissible
subtenant, Landlord shall be paid a fee for such assistance in addition to a fee
in an amount necessary to cover the subtenant's improvements to the Premises or
any portion thereof so assigned or sublet.

     9. TENANT'S COMPLIANCE; INSURANCE REQUIREMENTS. Tenant shall comply with
all applicable laws, ordinances and regulations affecting the Premises, now
existing or hereafter adopted, including the Rules and Regulations.

     Throughout the Term, Tenant, at its sole cost and expense, shall keep or
cause to be kept for the mutual benefit of Landlord, Landlord's managing agent,
(presently HighwoodslForsyth Limited Partnership and its affiliates) and Tenant,
Commercial General Liability Insurance (1986 ISO Form or its equivalent) with a
combined single limit, each Occurrence and General Aggregate-per location of at
least TWO MILLION DOLLARS ($2,000,000), which policy shall insure against
liability of Tenant, arising out of and in connection with Tenant's use of the
Premises, and which shall insure the indemnity provisions contained herein. Not
more frequently than once every three (3) years, Landlord may require the limits
to be increased if In its reasonable judgment (or that of its mortgagee) the
coverage is insufficient. Tenant shall also carry the equivalent of ISO Special
Form Property Insurance on its personal property and fixtures located in the
Premises and any improvements made by Tenant for their full replacement value
and with coinsurance waived, and Tenant shall neither have, nor make, any claim
against Landlord for any loss or damage to the same, regardless of the cause
thereof.

     Prior to taking possession of the Premises, and annually thereafter, Tenant
shall deliver to Landlord certificates or other evidence of insurance
satisfactory to Landlord. All such policies shall be non-assessable and shall
contain language to the extent obtainable that: (i) any loss shall be payable
notwithstanding any act or negligence of Landlord or Tenant that might otherwise
result in forfeiture of the insurance, (ii) that the policies are primary and
non-contributing with any insurance that Landlord may carry, and (iii) that the
policies cannot be canceled, non-


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renewed, or coverage reduced except after thirty (30) days' prior written notice
to Landlord. If Tenant fails to provide Landlord with such certificates or other
evidence of insurance coverage, Landlord may obtain such coverage and Tenant
shall reimburse the cost thereof on demand.

     Anything in this Lease to the contrary notwithstanding, Landlord hereby
releases and waives unto Tenant (including all partners, stockholders, officers,
directors, employees and agents thereof), its successors and assigns, and Tenant
hereby releases and waives unto Landlord (including all partners, stockholders,
officers, directors, employees and agents thereof), its successors and assigns,
all rights to claim damages for any injury, loss, cost or damage to persons or
to the Premises or any other casualty, as long as the amount of which injury,
loss, cost or damage has been paid either to Landlord, Tenant, or any other
person, firm or corporation, under the terms of any Property, General Liability,
or other policy of insurance, to the extent such releases or waivers are
permitted under applicable law. As respects all policies of insurance carried or
maintained pursuant to this Lease and to the extent permitted under such
policies, Tenant and Landlord each waive the insurance carriers' rights of
subrogation. Subject to the foregoing, Tenant shall indemnify and hold Landlord
harmless from and against any and all claims arising out of (i) Tenant's use of
the Premises or any part thereof, (ii) any activity, work, or other thing done,
permitted or suffered by Tenant in or about the Premises or the Building, or any
part thereof, (iii) any breach or default by Tenant in the performance of any of
its obligations under this Lease, or (iv) any act or negligence of Tenant, or
any officer, agent, employee, contractor, servant, invitee or guest of Tenant;
and in each case from and against any and all damages, losses, liabilities,
lawsuits, costs and expenses (including attorneys' fees at all tribunal levels)
arising in connection with any such claim or claims as described in (1) through
(iv) above, or any action brought thereon.

     If such action is brought against Landlord, Tenant upon notice from
Landlord shall defend the same through counsel selected by Tenant's insurer, or
other counsel acceptable to Landlord. Tenant assumes all risk of damage or loss
to its property or injury or death to

     persons in, on, or about the Premises, from all causes except those
resulting from any act of gross negligence by Landlord, or for which the law
imposes liability on Landlord regardless of any attempted waiver thereof, and
Tenant hereby waives such claims in respect thereof against Landlord. The
provisions of this paragraph shall survive the termination of this Lease.

     Landlord shall keep the Building, including the improvements, insured
against damage and destruction by perils insured by the equivalent of ISO
Special Form Property Insurance in the amount of the full replacement value of
the Building.

     Each party shall keep its personal property and trade fixtures in the
Premises and Building insured with the equivalent of ISO Special Form Property
Insurance in the amount of the full replacement cost of the property and
fixtures. Tenant shall also keep any non-standard improvements made to the
Premises at Tenant's request insured to the same degree as Tenant's personal
property.

     Tenant's insurance policies required by this Lease shall: (I) be issued by
insurance companies licensed to do business in the state in which the Premises
are located with a general policyholder's ratings of at least A- and a financial
rating of at least VI in the most current Best's


                                       9

<PAGE>

Insurance Reports available on the Commencement Date, or if the Best's ratings
are changed or discontinued, the parties shall agree to a comparable method of
rating insurance companies; (ii) name the non-procuring party as an additional
insured as its interest may appear [other landlords or tenants may be added as
additional insureds in a blanket policy]; (iii) provide that the insurance not
be canceled, non-renewed or coverage materially reduced unless thirty (30) days
advance notice is given to the non-procuring party; (iv) be primary policies;
(v) provide that any loss shall be payable notwithstanding any gross negligence
of Landlord or Tenant which might result in a forfeiture thereunder of such
insurance or the amount of proceeds payable; (vi) have no deductible exceeding
TEN THOUSAND DOLLARS ($10,000), unless accepted in writing by Landlord; and
(vii) be maintained during the entire Term and any extension terms.

     10. SUBORDINATION-ATTORNMENT-LANDLORD FINANCING. Tenant agrees that this
Lease will be either subordinate or superior to any mortgage heretofore or
hereafter executed by Landlord covering the Premises, depending on the
requirements of such mortgagee. Tenant, within ten (10) days after request to do
so from Landlord or its mortgagee, will execute such agreement making this Lease
superior or subordinate and containing such other agreements and covenants on
Tenant's part as Landlord's mortgagee may request, and will agree to attorn to
said mortgagee provided the mortgagee agrees not to disturb Tenant's possession
hereunder so long as Tenant is in compliance with this Lease. Further, Tenant
and Landlord, respectively, agree to execute within five (5) days after request
therefor, and as often as requested, estoppel certificates confirming any
factual matter requested therein which is true and is within Tenant's or
Landlord's knowledge regarding this Lease, the Premises, or Tenant's use
thereof, including, but not limited to date of occupancy, Expiration Date, the
amount of Rent due and date to which Rent is paid, whether or not Tenant has any
defense or offsets to the enforcement of this Lease or the Rent payable
hereunder or knowledge of any default or breach by Landlord, and that this Lease
together with any modifications or amendments is in full force and effect.
Tenant and Landlord shall attach to such estoppel certificate copies of all
modifications or amendments.

     Tenant agrees to give any mortgagee of Landlord which has provided a
non-disturbance agreement to Tenant, notice of, and a reasonable opportunity
(which shall in no event be less than thirty (30) days after written notice
thereof is delivered to mortgagee as herein provided) to cure, any Landlord
default hereunder; and Tenant agrees to accept such cure if effected by such
mortgagee. No termination of this Lease by Tenant shall be effective until such
notice has been given and the curd period has expired without the default having
been cured. Further, Tenant agrees to permit such mortgagee (or other purchaser
at any foreclosure sale), and its successors and assigns, on acquiring
Landlord's interest in the Premises and the Lease, to become substitute Landlord
hereunder, with liability only for such Landlord obligations as accrue after
Landlord's interest is so acquired. Tenant agrees to attorn to any successor
Landlord.

     11. SIGNS. Tenant may not erect, install or display any sign or advertising
material upon the Building exterior, the exterior of the Premises (including any
exterior doors), or the exterior walls thereof, or in any window therein,
without the prior written consent of Landlord which shall not be unreasonably
withheld. Tenant shall have the right to such building standard signage which
cost shall be deducted from Tenant's Allowance (as hereinafter defined in
Exhibit A-1).


                                       10

<PAGE>

     12. ACCESS TO PREMISES. Landlord shall have the right, at all reasonable
times and with prior notice to Tenant (except in the case of an emergency),
either itself or through its authorized agents, to enter the Premises (i) to
make repairs, alterations or changes as Landlord deems necessary, (ii) to
inspect the Premises, and (iii) to show the Premises to prospective mortgagees
and purchasers. Landlord shall have the right, either itself or through its
authorized agents, to enter the Premises at all reasonable times for inspection
to show prospective tenants if within one hundred eighty (180) days prior to the
Expiration Date as extended by any exercised option. Tenant, its agents,
employees, invitees, and guests, shall have the right of ingress and egress to
common and public areas of the Building, provided Landlord by reasonable
regulation may control such access for the comfort, convenience, safety and
protection of all tenants in the Building, or as needed for making repairs and
alterations. Tenant shall be responsible for providing access to the Premises to
its agents, employees, invitees and guests after hours, but in no event shall
Tenant's use of and access to the Premises after hours compromise the security
of the Building. Landlord shall have the right to enter the Premises at any
time, with or without notice to Tenant, in the event of an emergency. Upon any
event of entry to the Premises, Landlord shall use all reasonable efforts not to
disrupt or interfere with Tenant's ability to conduct its normal business
operations.

     13. DEFAULT. If Tenant: (i) fails to pay when due any Rent, or any other
sum of money which Tenant is obligated to pay, as provided in this Lease; or
(ii) breaches any other agreement, covenant or obligation herein set forth and
such breach shall continue and not be remedied within fifteen (15) days after
Landlord shall have given Tenant written notice specifying the breach, or if
such breach cannot, with due diligence, be cured within said period of fifteen
(15) days and Tenant does not within said fifteen (15) day period commence and
thereafter with reasonable diligence completely cure the breach within thirty
(30) days after notice; or (iii) files (or has filed against it and not stayed
or vacated within sixty (60) days after filing) any petition or action for
relief under any creditor's law (including bankruptcy, reorganization, or
similar action), either in state or federal court; or (iv) makes any transfer in
fraud of creditors as defined in Section 548 of the United States Bankruptcy
Code (11 U.S.C. 548, as amended, or replaced), has a receiver appointed for its
assets (and appointment shall not have been stayed or vacated within thirty (30)
days), or makes an assignment for benefit of creditors; then Tenant shall be in
default hereunder, and, in addition to any other lawful right or remedy which it
may have, Landlord at its option may do the following: (i) terminate this Lease;
(ii) repossess the Premises, and with or without terminating, relet the same at
such amount as Landlord deems reasonable; and if the amount for which the
Premises is relet is less than Tenant's Rent and all other obligations of Tenant
to Landlord hereunder, then Tenant shall immediately pay the difference on
demand to Landlord, but if in excess of Tenant's Rent, and all other obligations
of Tenant hereunder, the entire amount obtained from such reletting shall belong
to Landlord, free of any claim of Tenant thereto; (iii) seize and hold any
personal property of Tenant located in the Premises and assert against the same
a lien for monies due Landlord; or (iv) without obtaining any court
authorization, lock the Premises and deny Tenant access thereto. All reasonable
expenses of Landlord in repairing, restoring, or altering the Premises for
reletting as general office space, together with leasing fees and all other
expenses in seeking and obtaining a new Tenant, shall be charged to and be 'a
liability of Tenant. Landlord's reasonable attorneys' fees in pursuing any of
the foregoing remedies, or in collecting any Rent due by Tenant hereunder, shall
be paid by Tenant.


                                       11

<PAGE>

     All rights and remedies of Landlord are cumulative, and the exercise of any
one shall not be an election excluding Landlord at any other time from exercise
of a different or inconsistent remedy. No exercise by Landlord of any right or
remedy granted herein shall constitute or effect a termination of this Lease
unless Landlord shall so elect by written notice delivered to Tenant.

     The failure of Landlord to exercise its rights in connection with this
Lease or any breach or violation of any term, or any subsequent breach of the
same or any other term, covenant or condition herein contained shall not be a
waiver of such term, covenant or condition or any subsequent breach of the same
or any other covenant or condition herein contained.

     No acceptance by Landlord of a lesser sum than the Base Rent,
administrative charges, Additional Rent and other sums then due shall be deemed
to be other than on account of the earliest installment of such payments due,
nor shall any endorsement or statement on any check or any letter accompanying
any check or payment be deemed as accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of such installment or pursue any other remedy provided in this
Lease.

     In addition, no payments of money by Tenant to Landlord after the
expiration or termination of this Lease after the giving of any notice by
Landlord to Tenant shall reinstate or extend the Term, or make ineffective any
notice given to Tenant prior to the payment of such money. After the service of
notice or the commencement of a suit, or after final judgment granting Landlord
possession of the Premises, Landlord may receive and collect any sums due under
this Lease, and the payment thereof shall not make ineffective any notice or in
any manner affect any pending suit or any judgment previously obtained.

     Tenant further agrees that Landlord may obtain an order for summary
ejectment from any court of competent jurisdiction without prejudice to
Landlord's rights to otherwise collect rents from Tenant.

     14. MULTIPLE DEFAULTS.

     (a) Tenant acknowledges that any rights or options of first refusal, or to
extend the Term, to expand the size of the Premises, to purchase the Premises or
the Building, or other such or similar rights or options which have been granted
to Tenant under this Lease are conditioned upon the prompt and diligent
performance of the terms of this Lease by Tenant. Accordingly, should Tenant
default under this Lease on two (2) or more occasions during any twelve (12)
month period, in addition to all other remedies available to Landlord, all such
rights and options shall automatically, and without further action on the part
of any party, expire and be deemed canceled and of no further force and effect.

     (b) Should Tenant default in the payment of Base Rent, Additional Rent, or
any other sums payable by Tenant under this Lease on two (2) or more occasions
during any twelve (12) month period, regardless of whether any such default is
cured, then, in addition to all other remedies otherwise available to Landlord,
Tenant shall, within ten (10) days after demand by Landlord, post a security
deposit in, or increase the existing Security Deposit by, a sum equal to three
(3) months' installments of Base Rent. Any security deposit posted pursuant to
the foregoing sentence shall be governed by Section 20 below.


                                       12

<PAGE>

     (c) Should Tenant default under this Lease on two (2) or more occasions
during any twelve (12) month period, in addition to all other remedies available
to Landlord, any notice requirements or cure periods otherwise set forth in this
Lease with respect to a default by Tenant shall not apply.

     15. PROPERTY OF TENANT. Tenant shall pay, timely, any and all taxes levied
or assessed against or upon Tenant's equipment, fixtures, furniture, leasehold
improvements and personal property located in the Premises. Provided Tenant is
not In default hereunder, Tenant may, prior to the Expiration Date, remove all
fixtures and equipment which it has placed in the Premises; provided, however,
Tenant repairs all damages caused by such removal. If Tenant does not remove its
property from the Premises upon termination (for whatever cause) of this Lease,
such property shall be deemed abandoned by Tenant, and Landlord may dispose of
the same in whatever manner Landlord may elect without any liability to Tenant.

     16. BANKRUPTCY. Landlord and Tenant understand that, notwithstanding
certain provisions to the contrary contained herein, a trustee or debtor in
possession under the United States Bankruptcy Code, as amended, (the "Code") may
have certain rights to assume or assign this Lease. Landlord and Tenant further
understand that, in any event, pursuant to the Code, Landlord is entitled to
adequate assurances of future performance of the provisions of this Lease. The
parties agree that, with respect to any such assumption or assignment, the term
"adequate assurance" shall include at least the following:

     (a) In order to assure Landlord that the proposed assignee will have the
resources with which to pay all Rent payable pursuant to the provisions of this
Lease, any proposed assignee must have, as demonstrated to Landlord's
satisfaction, a net worth (as defined in accordance with generally accepted
accounting principles consistently applied) of not less than the net worth of
Tenant on the Effective Date (as hereinafter defined), increased by seven
percent (7%), compounded annually, for each year from the Effective Date through
the date of the proposed assignment. It is understood and agreed that the
financial condition and resources of Tenant were a material inducement to
Landlord in entering into this Lease.

     (b) Any proposed- assignee must have been engaged in the conduct of
business for the five (5) years prior to any such proposed assignment, which
business does not violate the Permitted Use allowed under Section 3 above and
such proposed assignee shall continue to engage in the Permitted Use. It is
understood that Landlord's asset will be substantially impaired if the trustee
in bankruptcy or any assignee of this Lease makes any use of the Premises other
than the Permitted Use.

     (c) Any proposed assignee of this Lease must assume and agree to be
personally bound by the provisions of this Lease.

     17. EMINENT DOMAIN. If all of the Premises, or such part thereof as will
make the same unusable for the purposes contemplated by this Lease, be taken
under the power of eminent domain (or a conveyance in lieu thereof), then this
Lease shall terminate as of the date possession is taken by the condemnor, and
Rent shall be adjusted between Landlord and Tenant as of such date. If only a
portion of the Premises is taken and Tenant can continue use of the remainder,
then this Lease will not terminate, but Rent shall abate in a just and
proportionate


                                       13

<PAGE>

amount to the loss of use occasioned by the taking. Landlord shall be entitled
to receive and retain the entire award for the affected portion of the Building.
Tenant shall have no right or claim to advance any claim against Landlord for
any part of any award made to or received by Landlord for any taking and no
right or claim for any alleged value of the unexpired portion of this Lease, or
its leasehold estate, or for costs of removal, relocation, business interruption
expense or any other damages arising out of such taking. Tenant, however, shall
not be prevented from making a claim against the condemning party (but not
against Landlord) for any moving expenses, loss of profits, or taking of
Tenant's personal property (other than its leasehold estate) to which Tenant may
be entitled. Any such award shall not reduce the amount of the award otherwise
payable to Landlord, if any.

     18. ADA GENERAL COMPLIANCE. Upon the Commencement Date, Landlord shall
deliver the Premises to Tenant in full compliance with the requirements of ADA.
Thereafter, Tenant, at Tenant's sole expense, shall comply with all laws, rules,
orders, ordinances, directions, regulations and requirements of federal, state,
county and municipal authorities now in force, which shall impose any duty upon
Landlord or Tenant with respect to the use, occupation or alteration of the
Premises, and Tenant shall use all reasonable efforts to fully comply with The
Americans With Disabilities Act of 1990 (the "ADA"). Landlord's responsibility
for compliance with ADA shall include the common areas and restrooms of the
Building, but not the Premises (after the Commencement Date).

     If Tenant receives any notices alleging violation of ADA relating to any
portion of the Building or of the Premises; any written claims or threats
regarding non-compliance with ADA and relating to any portion of the Building or
of the Premises; or any governmental or regulatory actions or investigations
instituted or threatened regarding non-compliance with ADA and relating to any
portion of the Building or of the Premises, then Tenant shall, within ten (10)
days after receipt of such, advise Landlord in writing, and provide Landlord
with copies of any such claim, threat, action or investigation (as applicable).

     19. QUIET ENJOYMENT. If Tenant promptly and punctually complies with each
of its obligations hereunder, Tenant shall have and enjoy peacefully the
possession of the Premises during the Term hereof, provided that no action of
Landlord or other tenants working in other space in the Building, or in
repairing or restoring the Premises, shall be deemed a breach of this covenant,
or give to Tenant any right to modify this Lease either as to term, rent
payables or other obligations to be performed.

     20. SECURITY DEPOSIT. Tenant shall deposit with Landlord the sum of
$31,376.00, which sum Landlord shall retain as security for the performance by
Tenant of each of its obligations hereunder (the "Security Deposit"). The
..Security Deposit shall not bear interest. If, at any time, Tenant fails to
perform its obligations, then Landlord may, at its option, apply the Security
Deposit, or any portion thereof required to cure Tenant's default; provided,
however, if prior to the Expiration Date or any termination of this Lease,
Landlord depletes the Security Deposit, in whole or in part, then immediately
following such depletion, Tenant shall restore the amount so used by Landlord.
Unless Landlord uses the Security Deposit too cure a default of Tenant, or to
restore the Premises to the condition to which Tenant is required to leave the
Premises upon the Expiration Date or any termination of the Lease, then Landlord
shall, within thirty (30) days after the Expiration Date or any termination of
this Lease, refund to


                                       14

<PAGE>

Tenant any funds remaining in the Security Deposit. Tenant may not credit
against or deduct the Security Deposit from any month's Rent.

     21. NOTICES. All notices, demands and requests which may be given or which
are required to be given by either party to the other must be in writing. All
notices, demands and requests by Landlord or Tenant shall be addressed as
follows (or to such other address as a party may specify by duly given notice):

RENT PAYMENT ADDRESS:   HIGHWOODS/TENNESSEE HOLDINGS, L.P.
                        P.0. Box 307310
                        Nashville, TN 37230
                        Tax ID# 56-1993393
LEGAL NOTICE ADDRESS
FOR LANDLORD:           HIGHWOODS/TENNESSEE HOLDINGS, L.P.
                        C/o Highwoods Properties, Inc.
                        Suite 600, 3100 Smoketree Court
                        Raleigh, North Carolina 27604
                        Attn: Manager, Lease Administration
                        Facsimile: 919-320-5607

WITH A COPY TO:         Highwoods Properties, Inc. \
                        2100 West End Avenue Suite 950
                        Nashville, TN 37203
                        Facsimile: 615-320-5607

TENANT:                 Network Health Services, Inc. d/b/a Total eMed.com, Inc.
                        720 CoolSprings Blvd. Ste. 200
                        Franklin, TN 37067
                        Contact: Ted MacDonald Phone:
                        Facsimile #

     Notices, demands or requests which Landlord or Tenant are required or
desire to give the other hereunder shall be deemed to have been properly given
for all purposes if (i) delivered against a written receipt of delivery, (ii)
mailed by express, registered or certified mail of the United States Postal
Service, return receipt requested, postage prepaid, or (iii) delivered to a
nationally recognized overnight courier service for next business day delivery,
to its addressee at such party's address as set forth above or (iv) delivered
via telecopier or facsimile transmission to the facsimile number listed above,
provided, however, that if such communication is given via telecopier or
facsimile transmission, an original counterpart of such communication shall be
sent concurrently in either the manner specified in section (ii) or (iii) above
and written confirmation of receipt of transmission shall be provided. Each such
notice, demand or request shall be deemed to have been received upon the earlier
of the actual receipt or refusal by the addressee or three (3) business days
after deposit thereof at any main or branch United States post office if sent in
accordance with section (ii) above, and the next business day after deposit
thereof with the courier if sent pursuant to section (iii) above. The parties
shall notify the other of any change in address, which notification must be at
least fifteen (15) days in advance of it being effective.


                                       15

<PAGE>

     Notices may be given on behalf of any party by such party's legal counsel.

     22. HOLDING OVER. If Tenant shall hold over after the Expiration Date or
other termination of this Lease, such holding over shall not be deemed to be a
renewal of this Lease but shall be deemed to create a tenancy-at-sufferance and
by such holding over Tenant shall continue to be bound by all of the terms and
conditions of this Lease, except that during such tenancy-at-sufferance Tenant
shall pay to Landlord (i) Rent at the rate equal to one hundred twenty-five
percent (125%) of that provided for in the foregoing Section 4.1, as such rental
amount may have been increased in accordance with the terms of such Section 4.1
hereof, and (ii) any and all Operating Expenses and other forms of Additional
Rent payable under this Lease. The increased Rent during such holding over is
intended to compensate Landlord partially for losses, damages and expenses,
including frustrating and delaying Landlord's ability to secure a replacement
tenant. If Landlord loses a prospective tenant because Tenant fails to vacate
the Premises on the Expiration Date or any termination of the Lease after notice
to do so, then Tenant will be liable for such damages as Landlord can prove
because of Tenant's wrongful failure to vacate.

     23. RIGHT TO RELOCATE. INTENTIONALLY DELETED

     24. BROKER'S COMMISSIONS. Tenant represents and warrants that it has not
dealt with any real estate broker, finder or other person, with respect to this
Lease in any manner, except The John A. Brewer Company whose address is 2103
Crestmoor Road, Nashville, Tennessee 37215. Landlord shall pay only any
commissions or fees that are payable to the above-named broker or finder with
respect to this Lease pursuant to Landlord's separate agreement with such broker
or finder. Tenant shall indemnify and hold Landlord harmless from any and all
damages resulting from claims that may be asserted against Landlord by any other
broker, finder or other person (including, without limitation, any substitute or
replacement broker claiming to have been engaged by Tenant in the future),
claiming to have dealt with Tenant in connection with this Lease or any
amendment or extension hereto, or which may result in Tenant leasing other or
enlarged space from Landlord. The provisions of this paragraph shall survive the
termination of this Lease.

     25. ENVIRONMENTAL COMPLIANCE.

     (a) Tenant's Responsibility. Tenant shall not (either with or without
negligence) cause or permit the escape, disposal or release of any biologically
active or other hazardous substances, or materials. Tenant shall not allow the
storage or use of such substances or materials in any manner not sanctioned by
law or in compliance with the highest standards prevailing in the industry for
the storage and use of such substances or materials, nor allow to be brought
into the Building any such materials or substances except to use in the ordinary
course of Tenant's business, and then only after written notice is given to
Landlord of the identity of such substances or materials. Tenant covenants and
agrees that the Premises will at all times during its use or occupancy thereof
be kept and maintained so as to comply with all now existing or hereafter
enacted or issued statutes, laws, rules, ordinances, orders, permits and
regulations of all state, federal, local and other governmental and regulatory
authorities, agencies and bodies applicable to the Premises, pertaining to
environmental matters or regulating, prohibiting or otherwise having to do with
asbestos and all other toxic, radioactive, or hazardous wastes or


                                       16

<PAGE>

material including, but not limited to, the Federal Clean Air Act, the Federal
Water Pollution Control Act, and the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as from time to time amended (all
hereafter collectively called "Laws"). Tenant shall execute affidavits,
representations and the like, from time to time, at Landlord's request,
concerning Tenant's best knowledge and belief regarding the presence of
hazardous substances or materials on the Premises.

     (b) Tenant's Liability. Tenant shall hold Landlord free, harmless, and
indemnified from any penalty, fine, claim, demand, liability, cost, or charge
whatsoever which Landlord shall incur, or which Landlord would otherwise incur,
by reason of Tenant's failure to comply with this Section 25 including, but not
limited to: (I) the cost of bringing the Premises into compliance with all Laws
and in a non-contaminated state, the same condition as prior to occupancy; (ii)
the reasonable cost of all appropriate tests and examinations of the Premises to
confirm that the Premises have been brought into compliance with all Laws; and
(iii) the reasonable fees and expenses of Landlord's attorneys, engineers, and
consultants incurred by Landlord in enforcing and confirming compliance with
this Section 25.

     (c) Property. For the purposes of this Section 25, the Premises shall
include the real estate covered by this Lease; all improvements thereon; all
personal property used in connection with the Premises (including that owned by
Tenant); and the soil, ground water, and surface water of the Premises, if the
Premises includes any ground area.

     (d) Inspections by Landlord. With prior reasonable notice given to Tenant,
Landlord and its engineers, technicians, and consultants (collectively the
"Auditors") may, from time to time as Landlord deems appropriate, conduct
periodic tests and examinations ("Audits") of the Premises to confirm and
monitor Tenant's compliance with this Section 25. Such Audits shall be conducted
in such a manner as to minimize the interference with Tenant's Permitted Use;
however in all cases, the Audits shall be of such nature and scope as shall be
reasonably required by then existing technology to confirm Tenant's compliance
with this Section 25. Tenant shall fully cooperate with Landlord and its
Auditors in the conduct of such Audits. The cost of such Audits shall be paid by
Landlord unless an Audit shall disclose a material failure of Tenant to comply
with this Section 25, in which case, the cost of such Audit, and the cost of all
subsequent Audits made during the Term and within thirty (30) days thereafter
(not to exceed two (2) such Audits per calendar year), shall be paid for on
demand by Tenant.

     (e) Landlord's Liability. Provided, however, the foregoing covenants and
undertakings of Tenant contained in this Section 25 shall not apply to any
condition or matter constituting a violation of any Law: (i) which existed prior
to the commencement of Tenant's use or occupancy of the Premises; (ii) which was
not caused, in whole or in part, by Tenant or Tenant's agents, employees,
officers, partners, contractors or invitees; or (iii) to the extent such
violation is caused by, or results from the acts or neglects of Landlord or
Landlord's agents, employees, officers, partners, contractors, guests, or
invitees.

     (f) Tenant's Liability After Termination of Lease. The covenants contained
in this Section 25 shall survive the expiration or termination of this Lease,
and shall continue for so long as Landlord and its successors and assigns may be
subject to any expense, liability, charge, penalty, or obligation against which
Tenant has agreed to indemnify Landlord under this Section


                                       17

<PAGE>
25.

     26. COMMUNICATIONS COMPLIANCE. Tenant acknowledges and agrees that any and
all telephone and telecommunication services desired by Tenant shall be ordered
and utilized at the sole expense of Tenant. Unless Landlord otherwise requests
or consents in writing, all of Tenant's telecommunications equipment shall be
located and remain solely in the Premises and the telephone closet(s) on the
floor(s) on which the Premises is located, in accordance with rules and
regulations adopted by Landlord from time to time. Landlord shall have no
responsibility for the maintenance of Tenant's telecommunications equipment,
including wiring; nor for any wiring or other infrastructure to which Tenant's
telecommunications equipment may be connected. Tenant agrees that, to the extent
any such service is interrupted, curtailed or discontinued, Landlord shall have
no obligation or liability with respect thereto. Landlord shall have the right,
upon reasonable prior notice to Tenant, to interrupt or turn off
telecommunications facilities in the event of emergency or as necessary in
connection with repairs to the Building or installation of telecommunications
equipment for other tenants of the Building. In the event that Tenant wishes at
any time to utilize the services of a telephone or telecommunications provider
whose equipment is not then servicing the Building, no such provider shall be
permitted to install its lines or other equipment within the Building without
first securing the prior written approval of the Landlord which such approval
shall not be unreasonably withheld. Such approval may be conditioned in such a
manner to as to protect Landlord's financial interests and the interest of the
Building, and the other tenants therein. The refusal of Landlord to grant its
approval to any prospective telecommunications provider shall not be deemed a
default or breach by Landlord of its obligation under this Lease. The provision
of this paragraph may be enforced solely by Tenant and Landlord, are not for the
benefit of any other party, and specifically but without limitation, no
telephone or telecommunications provider shall be deemed a third party
beneficiary of this Lease. Tenant shall not utilize any wireless communications
equipment (other than usual and customary cellular telephones), including
antennae and satellite receiver dishes, within the Premises or the Building,
without Landlord's prior written consent which shall not be unreasonably
withheld. Such consent may be conditioned in such a manner so as to protect
Landlord's financial interests and the interests of the Building, and the other
tenants therein. At Landlord's option, Tenant may be required to remove any and
all telecommunications equipment (including wireless equipment) installed in the
Premises or elsewhere in or on the Building by or on behalf of Tenant, including
wiring, or other facilities for telecommunications transmittal prior to the
expiration or termination of the Lease Term and at Tenant's sole cost.

     27. MISCELLANEOUS. Headings of sections are for convenience only and shall
not be considered in construing the meaning of the contents of such section. The
invalidity of any portion of this Lease shall not have any effect on the balance
hereof. Should Landlord institute any legal proceedings against Tenant for
breach of any provision herein contained, and prevail in such action, Tenant
shall be liable for the costs and expenses of Landlord, including its reasonable
attorneys' fees (at all tribunal levels). This Lease shall be binding upon the
respective parties hereto, and upon their heirs, executors, successors and
assigns. This Lease supersedes and cancels all prior negotiations between the
parties, and no changes shall be effective unless in writing signed by both
parties. Tenant acknowledges and agrees that it has not relied upon any
statements, representations, agreements or warranties except those expressed in
this Lease, and that this Lease contains the entire agreement of the parties
hereto with respect to the subject


                                       18

<PAGE>

matter hereof. Landlord may sell the Premises or the Building without affecting
the obligations of Tenant hereunder; upon the sale of the Premises or the
Building, Landlord shall be relieved of all responsibility for the Premises and
shall be released from any liability thereafter accruing under this Lease. If
any Security Deposit or prepaid Rent has been paid by Tenant, Landlord may
transfer the Security Deposit or prepaid Rent to Landlord's successor and upon
such transfer, Landlord shall be released from any liability for return of the
Security Deposit or prepaid Rent. This Lease may not be recorded without
Landlord's prior written consent which shall not be unreasonably withheld, but
Tenant agrees on request of Landlord to execute a memorandum hereof for
recording purposes. The singular shall include the plural, and the masculine,
feminine or neuter includes the other. If Landlord, or its employees, officers,
directors, stockholders or partners are ordered to pay Tenant a money judgment
because of Landlord's default under this Lease, said money judgment may only be
enforced against and satisfied out of: (I) Landlord's interest in the Building
in which the Premises are located including the rental income and proceeds from
sale; and (ii) any insurance or condemnation proceeds received because of damage
or condemnation to, or of, said Building that are available for use by Landlord.
No other assets of Landlord or said other parties exculpated by the preceding
sentence shall be liable for, or subject to, any such money judgment. This,
Lease shall be interpreted and enforced in accordance with the laws of the State
of Tennessee. If requested by Landlord, Tenant shall furnish appropriate legal
documentation evidencing the valid existence in good standing of Tenant, and the
authority of any person signing this Lease to act for the Tenant. If Tenant
signs as a corporation, each of the persons executing this Lease on behalf of
Tenant does hereby covenant and warrant that Tenant is a duly authorized and
existing corporation, that Tenant has and is qualified to do business in the
State of Tennessee, that the corporation has a full right and authority to enter
into this Lease and that each of the persons signing on behalf of the
corporation is authorized to do so. The submission of this Lease to Tenant for
review does not constitute a reservation of or option for the Premises, and this
Lease shall become effective as a contract only upon the execution and delivery
by both Landlord and Tenant. The date of execution shall be entered on the top
of the first page of this Lease by Landlord, and shall be the date on which the
last party signed the Lease, or as otherwise may be specifically agreed by both
parties. Such date, once inserted, shall be established as the final day of
ratification by all parties to this Lease, and shall be the date for use
throughout this Lease as the "Effective Date".

     28. ADDENDUM. The following special conditions of the attached Addendum
shall apply, and where in conflict with earlier provisions of this Lease shall
control. The attached Addendum is incorporated herein and made a part of this
Lease.


                                       19

<PAGE>

     IN WITNESS WHEREOF, Landlord and Tenant have executed this lease in two (2)
originals, all as of the day and year first above written.

LANDLORD:

HIGHWOODS/TENNESSEE HOLDINGS, L.P.,
a Tennessee limited partnership

By: Highwoods/Tennessee Properties, Inc.,
    a Tennessee corporation,
    its sole General Partner


By: /s/ Brian Reames
    ---------------------------------
Title: Vice President
Date: 11-23-99


TENANT:

NETWORK HEALTH SERVICES, INC.
d/b/a TOTAL eMED.com, INC.


By: /s/ Richard Rehm MD
    ---------------------------------
Title: President and CEO

Date: 11-22-99
                                       20

<PAGE>

                                    ADDENDUM

     1. ADDITIONAL RENT - OPERATING EXPENSE PASS THROUGHS [BASE YEAR]. For the
calendar year commencing on January 1, 2001 and for each calendar year
thereafter, Tenant shall pay to Landlord as Additional Rent, in a lump sum,
Tenant's Proportionate Share of any increase in Operating Expenses (as
hereinafter defined) incurred by Landlord's operation or maintenance of the
Building during calendar year 2000 (the "Base Year"). For purposes of
calculating Tenant's Proportionate Share of real and personal property taxes,
Landlord shall use the Base Year or the year in which the Building and
improvements are completed and are fully assessed, whichever shall be later.
Tenant's Proportionate Share shall be calculated by dividing the 26,084 rentable
square feet of the Premises by the 153,044 rentable square feet of the Building,
which equals 17.043%. If during any calendar year the occupancy of the rentable
area of the Building is less than full, then Operating Expenses (as hereinafter
defined) will be adjusted for such calendar year at a rate of 95% occupancy.

     As used herein, the term "Operating Expenses" shall mean direct costs of
operation, repair and maintenance as determined by standard accounting
practices, including, but not limited to ad valorem real and personal property
taxes, hazard and liability insurance premiums, utilities, heat, air
conditioning, janitorial service, labor, materials, supplies, equipment and
tools, permits, licenses, inspection fees, management fees, and common area
expenses; provided, however, the term "Operating Expenses" shall not include
depreciation on the Building or equipment therein, interest, executive salaries,
real estate brokers' commissions, or other expenses that do not relate to the
operation of the Building. The annual statement of Operating Expenses shall be
accounted for and reported in accordance with generally accepted accounting
principles (the "Annual Statement").

     For the calendar year commencing on January 1, 2001 and for each calendar
year thereafter during the Term, Landlord shall estimate the amount the
Operating Expenses shall increase for such calendar year above the Operating
Expenses incurred during the Base Year. Landlord shall send to Tenant a written
statement of the amount of Tenant's Proportionate Share of any estimated
increase in Operating Expenses and Tenant shall pay to Landlord, monthly,
Tenant's Proportionate Share of such increase in Operating Expenses. Within
ninety (90) days after the end of each calendar year, Landlord shall send a copy
of the Annual Statement to Tenant. Pursuant to the Annual Statement, Tenant
shall pay to Landlord Additional Rent as owed or Landlord shall adjust Tenant's
Rent payments if Landlord owes Tenant a credit, such payment or adjustment to be
made within thirty (30) days after the Annual Statement is received by Tenant.
After the Expiration Date, Landlord shall send Tenant the final Annual Statement
for the Term, and Tenant shall pay to Landlord Additional Rent as owed or if
Landlord owes Tenant a credit, then Landlord shall pay Tenant a refund. If this
Lease expires or terminates on a day other than December 31, then Additional
Rent shall be prorated on a 365-day calendar year (or 366 if a leap year).

     2. SPECIAL PROVISION TO CONSIDER RELOCATION. Provided Tenant is not in
default hereunder, both Landlord and Tenant may agree to terminate this Lease,
in which event Tenant will be required to relocate to space in another building
owned by Highwoods(Tennessee Holdings, L.P., provided, however, that such space
is available, Tenant's new rentable square footage shall be a minimum of fifty
percent (50%) larger than the existing

<PAGE>

Leased Premises under this Lease, and provided further that Landlord and Tenant
shall mutually agree to the terms and conditions of a new lease, including, but
not limited to, Landlord's consideration for remaining lease term relative to
the new lease term, unamortized improvements and commissions, and other market
related conditions.

     3. OPTION TO EXTEND LEASE TERM. Tenant shall have the right and option to
extend the Lease (the "Renewal Option") for one (1) additional period of sixty
(60) months (the "Renewal Lease Term"); provided, however, such renewal Option
is contingent upon the following: (1) Tenant is not in default at the time
Tenant gives Landlord written notice of Tenant's intention to exercise the
Renewal Option; (ii) upon the Expiration Date or the expiration of any Renewal
Lease Term, Tenant has no outstanding default; (iii) no event has occurred that
upon notice or the passage of time would constitute a default; (iv) Tenant is
not disqualified by multiple defaults as provided in the Lease; and (v) Tenant
is occupying the Premises. Tenant shall exercise each Renewal Option by giving
Landlord written notice at least one hundred eighty (180) days prior to the
Expiration Date or the last day of any Renewal Lease Term. If Tenant fails to
give such notice to landlord prior to one hundred eighty (180) day period, then
Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option,
then during any such Renewal Lease Term, Landlord and Tenant's respective
rights, duties and obligations shall be governed by the terms and conditions of
the Lease.

     If Tenant exercises the Renewal Option, then during any such Renewal Lease
Term, all references to the term "Term", as used in the Lease, shall mean the
"Renewal Lease Term".

     The Base Rent for the first year of the Renewal Lease Term shall be at one
hundred three percent (103%) of the then current Rent being paid by Tenant in
the final year of the Term, increasing three percent (3%) per annum, provided
Tenant gives notice of its exercise of the Renewal Option.

     4. RIGHT OF FIRST REFUSAL. Provided Tenant is not in default of any
provisions of the Lease and subordinate to the rights and options of other
tenants on the first floor of the building, Tenant shall have a one time Right
of First Refusal on approximately 16,941 rentable square feet on the first floor
of the building (hereafter referred to as the "First Refusal Space") as outlined
on Exhibit C attached hereto. If this right is exercised by Tenant in writing to
Landlord within five (5) days of receiving written notice from Landlord of its
intent to lease the First Refusal Space to a bonafide third party, then such
First Refusal Space shall be leased under the terms and conditions as mutually
agreed upon between Tenant and Landlord. If Tenant and Landlord cannot mutually
agree to terms and conditions within five (5) days of Landlord's receipt of
notice from Tenant, Landlord will be free to lease the First Refusal Space to a
third party and will have no further notice obligations to Tenant.

     5. ADDITIONAL GROWTH. Landlord will use commercially reasonable efforts to
notify Tenant of any existing space in the Building that comes available during
the term, but in no way will Landlord be in default of this Lease should notice
not be given by Landlord or should Landlord choose to lease to or renew a third
party tenant.

<PAGE>

                                  EXHIBIT - A-1

     WORKLETTER. This Exhibit A-1 shall set forth the rights and obligations of
Landlord and Tenant with respect to space planning, engineering, final workshop
drawings, and the construction and installation of any improvements to the
Premises to be completed before the Commencement Date ("Tenant Improvements").
This Exhibit A-1 contemplates that the performance of this work will proceed in
four stages in accordance with the following schedule: (i) preparation of a
space plan; (ii) final design and engineering and preparation of final plans and
working drawings; (iii) preparation by the Contractor (as hereinafter defined)
of an estimate of the additional cost of the initial Tenant Improvements; (iv)
submission and approval of plans by appropriate governmental authorities and
construction and installation of the Tenant Improvements by the Commencement
Date.

     In consideration of the mutual covenants hereinafter contained, Landlord
and Tenant do mutually agree to the following:

     1. Space Planning. Design and Working Drawings. On Tenant's behalf,
Landlord shall provide and designate architects and engineers, who, at Tenant's
expense, which expense shall be deducted from the Allowance (as hereinafter
defined), will do the following:

     (a) Attend a reasonable number of meetings with Tenant and Landlord's agent
to define Tenant's requirements. Landlord shall provide one complete space plan
prepared by Landlord's architect in order to obtain Tenant's approval. Tenant
shall approve such space plan, in writing, within five (5) days after receipt of
the space plan.

     (b) Complete construction drawings for Tenant's partition layout, reflected
ceiling grid, telephone and electrical outlets, keying, and finish schedule
(subject to the limitation expressed in Section 2 below).

     (c) Complete building standard mechanical plans where necessary (for
installation of air conditioning system and duct work, and heating and
electrical facilities) for the work to be done in the Premises.

     (d) All plans and working drawings for the construction and completion of
the Premises (the "Plans") shall be subject to Landlord's prior written
approval. Any changes or modifications Tenant desires to make to the Plans shall
also be subject to Landlord's, prior approval. Landlord agrees that it will not
unreasonably withhold its approval of the Plans, or of any changes or
modifications thereof; provided, however, Landlord shall have sole and absolute
discretion to approve or disapprove any improvements that will be visible to the
exterior of the Premises, or which may affect the structural integrity of the
Building. Any approval of the Plans by Landlord shall not constitute approval of
any Delays caused by Tenant and shall not be deemed a waiver of any rights or
remedies that may arise as a result of such Delays. Landlord may condition its
approval of the Plans if: (i) the Plans require design elements or materials
that would cause Landlord to deliver the Premises to Tenant after the scheduled
Commencement Date, or (ii) the estimated cost for any improvements under the
Plan is more than the Allowance.

     2. Allowance. Landlord agrees, at its sole cost and expense to provide an
allowance of up to $21.00 per rentable square foot (for a total to be spent by
Tenant on buildout of

<PAGE>

$547,764.00), for all space planning and final workshop drawings, engineer,
install, supply and otherwise to construct the Tenant Improvements in the
Premises that will become a part of the Building (the "Allowance"); otherwise,
Tenant is fully responsible for the payment of all costs in connection with the
Tenant Improvements and all design costs.

     3. Signage and Keying. Door and/or directory signage and suite keying in
accordance with building standards shall be provided and installed by Landlord
and deducted from the Allowance.

     4. Work and Materials at Tenant's Expense

     (a) Prior to commencing and providing any such work or materials to the
Premises, Landlord shall select a licensed general contractor or contractors
(the "Contractor") to construct and install the Tenant Improvements and Landlord
shall submit to Tenant a written estimate(s) of the cost of such work and
materials and Tenant shall approve said estimate(s) in writing within five (5)
business days after the receipt thereof. Landlord shall not be authorized to
proceed thereon until such estimate(s) is mutually agreed upon and approved in
writing and delivered to Landlord.

     (b) Tenant agrees to pay to Landlord, promptly upon being billed
periodically or otherwise, all costs and expenses in excess of the Allowance
incurred in connection with the Tenant Improvements, engineering, space planning
and final workshop drawings. Tenant's payment of periodic billings for costs and
expenses in excess of the Allowance is not subject to the completion of punch
list items, as defined herein. Such costs and expenses shall include all amounts
charged by the Contractor for performing such work and providing such materials
(including the Contractor's general conditions, overhead and profit). If unpaid
within ten (10) days after receipt of invoice from Landlord, a late charge in
the amount of ten percent (10%) of the amount due shall be paid by Tenant.

     5. Tenant Plan Delivery Date

     (a) Tenant covenants and agrees that although certain plans and drawings
may be prepared by Landlord's architect or engineer, Tenant shall be solely
responsible for the timely completion of the Plans and it is hereby understood
time is of the essence.

     (b) Tenant covenants and agrees to deliver to Landlord the final Plans for
the Tenant Improvements on or before December 13, 1999 (the "Tenant Plan
Delivery Date"). If Tenant fails to provide final plans or fails to respond to
Landlord in a timely fashion on any matters of approval, Landlord shall not
carry out any of Tenant's work set forth herein until approval thereof is
received. It is vital that the final Plans be delivered to Landlord by the
Tenant Plan Delivery Date in order to allow Landlord sufficient time to review
such Plans, to discuss with Tenant any changes therein which Landlord believes
to be necessary or desirable, to enable the Contractor to prepare an estimate of
the cost of the initial Tenant Improvements, and to substantially complete the
Premises within a reasonable time frame. All requirements above, whether
performed by Landlord or Contractor, are subject to Tenant's delivering of a
fully executed Lease Agreement.

     6. Substantial Completion

<PAGE>

     (a) The Premises shall be deemed to be substantially complete when the work
to be performed by Landlord pursuant to the Plans approved by Landlord and
Tenant has been completed as certified by Landlord and architect, except for
items of work and adjustment of equipment and fixtures that can be completed
after the Premises are occupied without causing material interference with
Tenant's use of the Premises (i.e., "punch list items").

     (b) Notwithstanding the foregoing, if Landlord shall be delayed in
substantially completing the Premises as a result of:

          (i) Tenant's failure to furnish to Landlord the final Plans on or
     before the Tenant Plan Delivery Date; or

          (ii) Tenant's failure to furnish the Plans and/or Tenant's failure to
     approve Landlord's cost estimates within the time specified in Section 4
     herein and/or Tenant's failure to approve the space plan within the time
     specified in Section 1 herein; or

          (iii) Tenant's changes in the Tenant Improvements or the Plans
     (notwithstanding Landlord's approval of any such changes); or

          (iv) Tenant's request for changes in or modifications to the Plans
     subsequent to the Tenant Plan Delivery Date; or

          (v) Inability to obtain non-building standard materials, finishes or
     installations requested by Tenant; or

          (vi) The performance of any work by any person, firm or corporation
     employed or retained by Tenant; or

          (vii) Any other act or omission by Tenant or its agents,
     representatives, and/or employees;

     then, in any such event, for purposes of determining the Commencement Date,
the Premises shall be deemed to have been substantially completed on the date
that Landlord and architect determine that the Premises would have been
substantially completed if such Delay or Delays had not occurred.

     7. Materials and Workmanship. Landlord covenants and agrees that all work
performed in connection with the construction of the Premises shall be performed
in a good and workmanlike manner and in accordance with all applicable laws and
regulations and with the final approved Plans. Landlord agrees to exercise due
diligence in completing the construction of the Premises.

     8. Repairs and Corrections. Landlord agrees to repair and correct any work
or materials installed by Landlord or its Contractor in the Premises that prove
defective as a result of faulty materials, equipment, or workmanship and that
first appear within ninety (90) days after the date of occupancy of the
Premises. Notwithstanding the foregoing, Landlord shall not be responsible to
repair or correct any defective work or materials installed by Tenant or any
contractor other than Landlord's Contractor, or any work or materials that prove
defective as a

<PAGE>

result of any act or omission of Tenant or any of its employees, agents,
invitees, licensees, subtenants, customers, clients, or guests.

     9. Possession by Tenant. The taking of possession of the Premises by Tenant
shall constitute an acknowledgment by Tenant that the Premises are in good
condition and that all work and materials provided by Landlord are satisfactory,
as--of such date of occupancy, except as to any defects or incomplete work that
are described in a written notice given by Tenant to Landlord no later than
thirty (30) days after Tenant commences occupancy of the Premises, and except
for any equipment that is used seasonally if Tenant takes possession of the
Premises during a season when such equipment is not in use.

     10. Access During Construction. During construction of the Tenant
Improvements in the Premises with the approval of Landlord, Tenant shall be
permitted reasonable access to the Premises, as long as such access does not
interfere with or delay construction work on the Premises for the purposes of
taking measurements, making plans, installing trade fixtures, and doing such
other work as may be appropriate or desirable to enable Tenant eventually to
assume possession of and operate in the Premises.

<PAGE>

                                    EXHIBIT B

                             Rules and Regulations

     1. Access to Building. On Saturdays, Sundays, legal holidays and weekdays
between the hours of 6:00 P.M. and 8:00 A.M., access to the Building and/or to
the halls, corridors, elevators or stairways in the Building may be restricted
and access shall be gained by use of a key or electronic card to the outside
doors of the Buildings. Landlord may from time to time establish security
controls for the purpose of regulating access to the Building. Tenant shall be
responsible for providing access to the Premises for its agents, employees,
invitees and guests at times access is restricted, and shall comply with all
such security regulations so established.

     2. Protecting Premises. The last member of Tenant to leave the Premises
shall close and securely lock all doors or other means of entry to the Premises
and shut off all utilities in the Premises.

     3. Building Directories. The directories for the Building in the form
selected by Landlord shall be used exclusively for the display of the name and
location of tenants. Any additional names and/or name change requested by Tenant
to be displayed in the directories must be approved by Landlord and; if
approved, will be provided at the sole expense of Tenant.

     4. Large Articles. Furniture, freight and other large or heavy articles may
be brought into the Building only at times and in the manner designated by
Landlord and always at Tenant's sole responsibility. Alt damage done to the
Building, its furnishings, fixtures or equipment by moving or maintaining such
furniture, freight or articles shall be repaired at Tenant's expense.

     5. Signs. Tenant shall not paint, display, inscribe, maintain or affix any
sign, placard, picture, advertisement, name, notice, lettering or direction on
any part of the outside or inside of the Building, or on any part of the inside
of the Premises which can be seen from the outside of the Premises, without the
written consent of Landlord which such consent shall not be unreasonably
withheld, and then only such name or names or matter and in such color, size,
style, character and material as shall be first approved by Landlord in writing.
Landlord, without notice to Tenant, reserves the right to remove, at Tenant's
expense, all matter other than that provided for above.

     6. Compliance with Laws. Tenant shall comply with all applicable laws,
ordinances, governmental orders or regulations and applicable orders or
directions from any public office or body having jurisdiction, whether now
existing or hereinafter enacted with respect to the Premises and the use or
occupancy thereof. Tenant shall not make or permit any use of the Premises which
directly or indirectly is forbidden by law, ordinance, governmental regulations
or order or direction of applicable public authority, which may be dangerous to
persons or property or which may constitute a nuisance to other tenants.

     7. Hazardous Materials. Tenant shall not use or permit to be brought into
the Premises or the Building any flammable oils or fluids, or any explosive or
other articles deemed hazardous to persons or property, or do or permit to be
done any act or thing which will invalidate, or which, if brought in, would be
in conflict with any insurance policy covering the Building or its operation, or
the Premises, or any part of either, and will not do or permit to be

<PAGE>

done anything in or upon the Premises, or bring or keep anything therein, which
shall not comply with all rules, orders, regulations or requirements of any
organization, bureau, department or body having jurisdiction with respect
thereto (and Tenant shall at all times comply with all such rules, orders,
regulations or requirements), or which shall increase the rate of insurance on
the Building, its appurtenances, contents or operation.

     8. Defacing Premises and Overloading. Tenant shall not place anything or
allow anything to be placed in the Premises near the glass of any door,
partition, wall or window that may be unsightly from outside the Premises.
Tenant shall not place or permit to be placed any article of any kind on any
window ledge or. on the exterior walls; blinds, shades, awnings or other forms
of inside or outside window ventilators or similar devices shall not be placed
in or about the outside windows in the Premises except to the extent. that the
character, shape, color, material and make thereof is approved by Landlord which
such approval shall not be unreasonably withheld. Tenant shall not do any
painting or decorating in the Premises or install any floor coverings in the
Premises or make, paint, cut or drill into, or in any way deface any part of the
Premises or Building without in each instance obtaining the prior written
consent of Landlord which such consent shall not be unreasonably withheld.
Tenant shall not overload any floor or part thereof in the Premises, or any
facility in the Building or any public corridors or elevators therein by
bringing in or removing any large or heavy articles and Landlord may direct and
control the location of safes, files, and all other heavy articles and, if
considered necessary by Landlord may require Tenant at its expense to supply
whatever supplementary supports necessary to properly distribute the weight.

     9. Obstruction of Public Areas. Tenant shall not, whether temporarily,
accidentally or otherwise, allow anything to remain in, place or store anything
in, or obstruct in any way, any sidewalk, court, hall, passageway, entrance, or
shipping area. Tenant shall lend its full cooperation to keep such areas free
from all obstruction and in a clean and sightly condition, and move all
supplies, furniture and equipment as soon as received directly to the Premises,
and shall move all such items and waste (other than waste customarily removed by
Building employees) that are at any time, being taken from the Premises directly
to the areas designated for disposal. All courts, passageways, entrances, exits,
elevators, escalators, stairways, corridors, halls and roofs are not for the use
of the general public and Landlord shall in all cases retain the right to
control and prevent access thereto by all persons whose presence, in the
judgment of Landlord, shall be prejudicial to the safety, character, reputation
and interest of the Building and its tenants; provided, however, that nothing
herein contained shall be construed to prevent such access to persons with whom
Tenant deals within the normal course of Tenant's business so long as such
persons are not engaged in illegal activities.

     10. Additional Locks. Tenant shall not attach, or permit to be attached,
additional locks or similar devices to any door or window, change existing locks
or the mechanism thereof, or make or permit to be made any keys for any door
other than those provided by Landlord. Upon termination of this Lease or of
Tenant's possession, Tenant shall immediately surrender all keys to the
Premises.

     11. Communications or Utility Connections. If Tenant desires signal, alarm
or other utility or similar service connections installed or changed, then
Tenant shall not install or change the same without the approval of Landlord,
and then only under direction of Landlord and at

<PAGE>

Tenant's expense, Tenant shall not install in the Premises any equipment which
requires a greater than normal amount of electrical current for the permitted
use without the advance written consent of Landlord which such consent shall not
be unreasonably withheld. Tenant shall ascertain from Landlord the maximum
amount of load or demand for or use of electrical current which can safely be
permitted in the Premises, taking into account the capacity of the electric
wiring in the Building and the Premises and the needs of other tenants in the
Building, and shall not in any event connect a greater load than that which is
safe.

     12. Office of the Building. Service requirements of Tenant will be attended
to only upon application at the office of Highwoods Properties, Inc. Employees
of Landlord shall not perform, and Tenant shall not engage them to do any work
outside of their duties unless specifically authorized by Landlord.

     13. Restrooms. The restrooms, toilets, urinals, vanities and the other
apparatus shall not be used for any purpose other than that for which they were
constructed, and no foreign substance of any kind whatsoever shall be thrown
therein. The expense of any breakage, stoppage or damage resulting from the
violation of this rule shall be borne by the Tenant whom, or whose employees or
invitees, shall have caused it.

     14. Intoxication. Landlord reserves the right to exclude or expel from the
Building any person who, in the judgment of Landlord, is intoxicated, or under
the influence of liquor or drugs, or who in any way violates any of the Rules
and Regulations of the Building.

     15. Nuisances and Certain Other Prohibited Uses. Tenant shall not (a)
install or operate any internal combustion engine, boiler, machinery,
refrigerating, heating or air conditioning apparatus in or about the Premises;
(b) engage in any mechanical business, or in any service in or about the
Premises or Building, except those ordinarily embraced within the Permitted Use
as specified in Section 3 of the Lease; (c) use the Premises for housing,
lodging, or sleeping purposes; (d) prepare or warm food in the Premises or
permit food to be brought into the Premises for consumption therein (heating
coffee and individual lunches of employees excepted) except by express
permission of Landlord; (e) place any radio or television antennae on the roof
or on or in any part of the inside or outside of the Building other than the
inside of the Premises, or place a musical or sound producing instrument or
device inside or outside the Premises which may be heard outside the Premises;
(f) use any power source for the operation of any equipment or device other than
dry cell batteries or electricity; (g) operate any electrical device from which
may emanate waves that could interfere with or impair radio or television
broadcasting or reception from or in the Building or elsewhere; (h) bring or
permit to be in the Building any bicycle, other vehicle, dog (except in the
company of a blind person), other animal or bird; (i) make or permit any
objectionable noise or odor to emanate from the Premises; (j) disturb, harass,
solicit or canvass any occupant, of the Building; (k) do anything in or about
the Premises which could be a nuisance or tend to injure the reputation of the
Building; (i) allow any firearms in the Building or the Premises except as
approved by Landlord in writing.

     16. Solicitation. Tenant shall not canvass other tenants in the Building to
solicit business or contributions and shall not exhibit, sell or offer to sell,
use, rent or exchange any products or services in or from the Premises unless
ordinarily embraced within the Tenant's Permitted Use as specified in Section 3
of the Lease.

<PAGE>

     17. Energy Conservation. Tenant shall not waste electricity, water, heat or
air conditioning and agrees to cooperate fully with Landlord to insure the most
effective operation of the Building's heating and air conditioning, and shall
not allow the adjustment (except by Landlord's authorized Building personnel) of
any controls.

     18. Building Security. At all times other than normal business hours the
exterior Building doors and suite entry door(s) must be kept locked to assist in
security. The janitorial service, upon completion of its duties, will lock all
Building doors. Problems in Building and suite security should be directed to
Landlord at (615) 320-5566.

     19. Parking. Parking is in designated parking areas only. There may be no
vehicles in "no parking" zones or at curbs. Handicapped spaces are for
handicapped persons and the Police Department will ticket unauthorized
(unidentified) cars in handicapped spaces. Landlord reserves the right to remove
vehicles that do not comply with the Lease or these Rules and Regulations and
Tenant shall indemnify and hold harmless Landlord from its reasonable exercise
of these rights with respect to the vehicles of Tenant and its employees, agents
and invitees.

     20. Janitorial Service. The janitorial staff will remove all trash from
trash cans. Any container or boxes left in hallways or apparently discarded
unless clearly and conspicuously labeled DO NOT REMOVE may be removed without
liability to Tenant. Any large volume of trash resulting from delivery of
furniture, equipment, etc., should be removed by the delivery company, Tenant,
or Landlord at Tenant's expense. Janitorial service will be provided after hours
five (5) days a week. All requests for trash removal other than normal
janitorial services should be directed to Landlord at (615) 320-5566.

     21. Construction. Tenant shall make no structural or interior alterations
of the Premises. All structural and nonstructural alterations and modifications
to the Premises shall be coordinated through Landlord as outlined in the Lease.
Completed construction drawings of the requested changes are to be submitted to
Landlord or its designated agent for pricing and construction supervision.
<PAGE>



           AMENDMENT TO OFFICE LEASE AND GENERATOR LICENSE AGREEMENT

     This Amendment to Office Lease and Generator License Agreement (this
"Amendment") is executed as of the 15th day of February, 2005, by and between
HIGHWOODS/TENNESSEE HOLDINGS, L.P., ("Landlord") and SPHERIS OPERATIONS INC.,
formerly known as Network Health Services, Inc. d/b/a/ Total eMed of Tennessee,
Inc. ("Tenant").

                                    RECITALS:

     WHEREAS, Landlord and Tenant entered into a certain Office Lease dated
November 22, 1999 (the "Lease") pursuant to which Landlord agreed to lease to
Tenant and Tenant agreed to lease from Landlord those certain Leased Premises
more particularly described in the Lease and commonly known and designated as
720 Cool Springs Boulevard, Suite 200, Franklin, Williamson County, Tennessee
(hereinafter referred to as the "Premises"); and

     WHEREAS, Landlord and Tenant entered into that certain Generator License
Agreement dated as of June 29, 2000 (the "Generator License"); and

     WHEREAS, Landlord and Tenant desire to amend certain terms and provisions
of the Lease and the Generator License pursuant to the terms hereof

     NOW, THEREFORE, for and in consideration of the foregoing premises and
other valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby amend the Lease and the Generator
License as follows:

     1. Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Lease or the Generator License, as applicable.

     2. Section 2 of the Lease is hereby amended to the extent necessary to
provide that the Term of the Lease shall be for eighty (80) total months and
will continue until December 31, 2006 and such date shall hereafter be known as
the "Expiration Date."

     3. The parties hereto acknowledge and agree that the term of the Generator
License will be extended for the length of the Term of the Lease, as amended
hereby, and the rental due thereunder shall continue at the same rate.

     4. Base Rent payable for the Lease during the term of the Lease as extended
hereby shall be as follows:

<TABLE>
<CAPTION>
                                        Annually
 From     Through     Monthly    (if for entire year)
------   --------   ----------   --------------------
<S>      <C>        <C>          <C>
5/1/05    4/30/06   $41,843.08        $502,116.96
5/1/06   12/31/06   $43,103.81        $517,245.72
</TABLE>

<PAGE>

     5. Paragraph 3 and paragraph 4 of the Addendum to the Lease, providing for
an option to extend the Term of the Lease, and a Right of First Refusal, are
hereby deleted in their entirety and the provisions of those paragraphs are of
no further force or effect.

     6. Except as herein modified and amended, the terms and conditions of the
Lease and the Generator License shall remain in full force and effect.

     7. This Amendment shall be governed by and construed in accordance with the
laws of the State of Tennessee.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.

LANDLORD:

HIGHWOODS/TENNESSEE HOLDINGS, L.P.,
a Tennessee limited partnership

By: Highwoods/Tennessee Properties, Inc.,
    a Tennessee corporation, its sole
    General Partner


By: /s/ W. Brian Reames
    -------------------------------------
Print Name: W. Brian Reames
            -----------------------------
Title: Senior V.P.
       ----------------------------------


TENANT:

SPHERIS OPERATIONS INC.,a Tennessee corporation


By: /s/ Gregory T. Stevens
    -------------------------------------
Print Name: Gregory T. Stevens
            -----------------------------
Title: Chief Administrative Officer
       ----------------------------------