EXHIBIT NO. 10.5
                             COMPANION TECHNOLOGIES
                      Division of Blue Cross Blue Shield of South Carolina
                           LEASE AND LICENSE AGREEMENT

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Customer Name:             Doctor's Care - Central                              Acct #:
                                                                                        ------------------
                                                                                Term #:
                                                                                        ------------------
Address:                   6168 St. Andrews Road                                Business:
                                                                                           ---------------
                           Columbia, SC  29212                                  Rep.:
                                                                                        ------------------
                           Attn:  Mr. Mehta
                           (803) 772-8840
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This Agreement between the Customer named herein below and Companion
Technologies Division of Blue Cross Blue Shield of South Carolina (the
Corporation) shall commence on October 1, 1994.

The Corporation agrees to provide and the Customer agrees to lease and license
the following for business use in South Carolina:

1.       LEASE OF HARDWARE AND PERIPHERALS

                  Quantity                  Type/Model             Serial #
                  --------                  ----------             -------

                             Refer to Attachment A.

II.      LICENSE OF STANDARD SYSTEM SOFTWARE PROGRAMS

                             Refer to Attachment A.

III. PASS THROUGH LICENSE OF OPTIONAL SOFTWARE PROGRAMS

                             Refer to Attachment A.

IV.      TERM

         The term of this Agreement shall be from the date of installation,
         unless it is terminated by either party in accordance with the
         Termination section set forth below.

V.       PAYMENTS

         Payment of $ ( Refer to Attachment B ) is due from the Customer on the
         date this Agreement is signed. Then $ (See Selected Payment Option
         Below), for as long as this contract remains in force.
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<S>      <C>      <C>                      <C>                                         <C>

                  Payment Option                       Payment Term                     Payment
Amount

         (  )              A                Month-to-Month Lease                        $
                                                                                         -----------------
         (  )              B                Annual Lease (Paid Annually)                $
                                                                                         -----------------
         (  )              C                Annual Lease (Paid Monthly)                 $
                                                                                         -----------------
         (  )              D                Term of 60 Months                   $14,924.85*
                                                                                 ----------------

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                  *Ownership of equipment will ___________ to Doctor's Care at
                  the end of 60 months' payments for $1.00.

         Charges for Month-to-Month Leases (Option A) can be increased upon
         thirty (30) days prior written notice by the Corporation to the
         Customer.

         Charges for Term Leases (Options B, C and D) cannot be increased during
         the initial contract period. Term Leases will revert to Month-to-Month
         Leases after the initial contract period.

         The above charges do not include the fee for access to the PAID TM
         Network for transmission and receipt of data between the provider and
         the Corporation's Data Center.

VI.      PARTIES' RESPONSIBILITIES

         The Customer agrees it will:

     o Pay the Corporation the full rent and service fee in advance by the first
of each month if a Monthly Payment Option is selected at V. above.

o             Pay the full rent and service fee on or before the termination of
              this lease and agreement.

o             Not hold the Corporation liable for injuries caused by the misuse
              of, or malfunction in, their service, software, hardware or
              equipment.

o             ONLY use the PAID TM system software as designated and instructed
              by the Corporation's user manuals and personnel. Other uses of
              such material must be approved, in writing, by the Corporation.
              The provider may use the equipment to run other software.

o        Make no alterations in or additions to the equipment.

o             Obtain the written authorization of the Corporation prior to any
              movement of the equipment.

o Pay for repairs or replacements not covered by the maintenance agreement.

o Pay interest on any delinquent payments at the rate of 18% per annum.

o             Maintain insurance to indemnify the Corporation in the event the
              system is lost, damaged, stolen or destroyed.

o Keep the system free and clear of all liens and encumbrances.

o             Return the system (hardware and software) to the Corporation under
              termination of this Agreement in good repair, ordinary wear and
              tear from proper use alone excepted, and return all manuals and
              other materials related to the system.

o             Hold the information contained in the software program material,
              changes, additions, and enhancements in confidence and not
              disclose, or permit its employees to disclose, such information to
              any other party.

o             Use the system solely at its own location in South Carolina and
              that it will not copy, reproduce, assign, or otherwise transfer
              the system or any part thereof.

o Allow the Corporation to inspect and observe the system during normal business
hours.

o             Sign a statement attesting that the system belongs to the
              Corporation for filing with the Secretary of State.

         The Corporation and the Customer understand and agree as follows:

o             Charges and fees are exclusive of all federal, state, municipal,
              or other government, excise, sales, use, occupational, or like
              taxes now in force or enacted in the future and, therefore,
              charges are subject to an increase equal in amount to any tax the
              Corporation may be required to collect or pay upon the delivery of
              items leased or licensed.

o             The system is personal property of the Corporation and shall not
              be affixed or attached to any building or other real property.

o             The equipment is and remains the sole and exclusive property of
              the Corporation and the Corporation's identification must remain
              affixed to the equipment.

o             In the event of default by the provider, the Corporation can take
              possession of the system (hardware and software), declare the
              entire amount of the rent due and payable without notice or
              demand, terminate the lease, sue to recover all rents and other
              payments and pursue any other remedy. These remedies are
              cumulative and may be exercised concurrently or separately.

         THE CORPORATION MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED, AS TO
         ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF
         THE EQUIPMENT OR SOFTWARE, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY
         PARTICULAR PURPOSE. THE CORPORATION SHALL HAVE NO LIABILITY TO CUSTOMER
         FOR ANY CLAIM, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY,
         INDIRECTLY, INCIDENTALLY OR CONSEQUENTIALLY BY THE EQUIPMENT OR
         SOFTWARE, BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN, BY
         ANY INCIDENT WHATSOEVER IN CONNECTION THEREWITH, ARISING IN CONTRACT,
         STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, OR IN ANY WAY RELATED TO OR
         ARISING OUT OF THIS AGREEMENT, OR USE PERFORMANCE OF THE SYSTEM.

VII. PAID TM SERVICES

         The Corporation agrees to deliver the following to the Customer:

                  (1) PAID TM Manual; (2) Access to the help desk for questions
                  and problems connected with software, hardware, and
                  maintenance; and, (3) Initial training of the Customer's
                  personnel in the use of the equipment by representatives of
                  the Corporation. (Continued requests by the Customer for
                  retraining will be subject to a fee by the Corporation.)

                  Charges for these items can be assessed or increased upon
                  thirty (30) days prior written notice by the Corporation to
                  the Customer.

         This software enables you to utilize the Corporation's PAID System for
         patient injury, electronic mail with the Corporation, and filing of
         claims electronically.

VIII. SOFTWARE AND HARDWARE MAINTENANCE

     Improvements:  During  the term of this  Agreement,  the  Corporation  will
supply the customer with any improvements or modifications to the software which
are not charged for as options.

         Coverage: Except as stated otherwise herein, during the term of this
         Agreement, the Corporation will correct or replace software and
         hardware and/or provide services necessary to remedy any programming
         error or problem which is attributed to the Corporation and which
         significantly affects use of the software. The Corporation may provide
         preventative and remedial maintenance to the hardware, including labor
         and parts required for good operating condition when such labor and
         parts are required because of normal wear and tear. Exchanged parts
         removed from the system become the property of the Corporation. Such
         correction, replacement or services will be promptly accomplished after
         the Customer has identified and notified the Corporation of any such
         error in accordance with the Corporation's reporting procedures. The
         maintenance services shall be performed during normal working hours
         which are defined as 8:00 am to 5:00 pm Monday through Friday,
         exclusive of the Corporation's observed holidays.

         The Corporation shall not be responsible for maintaining Customer
         modified portions of the software or hardware or for maintaining
         portions of the software or hardware affected by Customer modified
         portions of the software or hardware.

         Corrections for difficulties or defect traceable to Customer errors or
         system changes will be billed at the Corporation's standard time and
         material rates.

         EXCLUSIONS AND CONDITIONS OF SERVICE: The Corporation shall be under no
         obligation to furnish maintenance service should repair be required
         because of (1) improper use or misuse; (2) natural disasters such as
         flood or earthquake; (3) strikes, riots or acts of war or nuclear
         disaster; (4) repairs, maintenance, modifications or relocation and
         reinstallation made by other than the Corporation's personnel or
         without the Corporation's supervision and approval; (5) unusual shock
         or electrical damage, accident, fire or water damage, neglect, air
         conditioning failure, damage during transportation by Customer or other
         causes other than ordinary use; or (6) overhaul or refurbishment of the
         equipment due to age or prolong use. If maintenance service is required
         as a result of the causes stated above, such service shall be offered
         at the Corporation's published rates for labor, travel and material in
         effect at the time of service.

         The Corporation's maintenance service does not include operating
         supplies and consumables; refinishing the products or furnishing
         materials for that purpose; electrical work external to the products;
         maintenance of accessories, attachments or products not specified in
         this Agreement; and equipment calibrations.

         RESPONSIBILITIES OF THE CUSTOMER: The Customer agrees (1) to provide
         the Corporation access to the software and hardware to perform
         maintenance; (2) to provide adequate working space and facilities close
         to the software and hardware for use by the Corporation; (3) to provide
         access to and use of all information and facilities determined
         necessary by the Corporation to maintain the software and hardware;
         (Insofar as these items may contain propriety or classified
         information, the Customer shall assume full responsibility for
         safeguards and protection for wrongful use): (4) to provide routine
         operator maintenance as specified in the Corporation's Operating
         Instructions for the software and hardware; and, (5) to provide
         operating supplies and consumables.

         LIMITATIONS OF REMEDIES: THE CORPORATION'S LIABILITY TO THE CUSTOMER,
         WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY OR OTHERWISE
         SHALL NOT EXCEED THE TOTAL CHARGES PAID OR PAYABLE DURING ONE YEAR
         UNDER THIS AGREEMENT. IN NO EVENT SHALL THE CORPORATION BE LIABLE FOR
         LOST PROFITS, DATA OR ANY INDIRECT OR CONSEQUENTIAL DAMAGES.

     DISCLAIMER:  THE CORPORATION  DISCLAIMS ALL WARRANTIES,  INCLUDING  IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

         TERMINATION: Either party may terminate a month-to-month agreement at
         any time by giving 30 days prior written notice to the other party.
         Either party may terminate a yearly agreement at any time after the
         term of the Agreement by giving 30 days prior written notice to the
         other party.

         The Corporation may terminate this Agreement in the event of default by
         the Customer, which includes, but is not limited to, Customer's failure
         to make timely payments under this Agreement. If termination occurs for
         any reason, the Corporation has the right to take possession of all
         hardware indicated in Section I and Software indicated in Section II
         and retain all payments previously made by the Customer under this
         Agreement. Upon termination of this Agreement, the Customer shall
         return the hardware and software to the Corporation in good repair,
         ordinary wear and tear from proper use alone excepted.

IX.      GENERAL PROVISIONS

         The Provider agrees it will not hold the Corporation liable for any
         damages caused by the misuse of, or malfunction of, any software,
         hardware or services.

         This Agreement shall constitute the entire agreement between the
         Provider and the Corporation for the leased equipment, software and
         services described in the Agreement and may only be amended by a
         separate writing signed by both parties.

         This Agreement is not assignable without the prior written consent of
         the Corporation. Any attempt by the Customer to assign any of the
         rights, duties or obligations of the Agreement without such consent is
         void.

         No action, regardless of form, arising out of this Agreement may be
         brought by either party more than two years after the cause of action
         has arisen, or, in the case of non-payment, more than two years from
         the date of the last payment. In any action for enforcement of any
         provision of this Agreement, the Corporation shall be entitled to
         reasonable attorney fees, the cost of the action, and prejudgment
         interest.


         Doctor's Care - Central
            (Customer Name)

/s/  M.F. McFarland                                           President
--------------------------------------------         ------------------
03/30/94
By:                                                           Title
Date Signed


This Agreement is not enforceable until accepted by an officer of the
Corporation in Columbia, South Carolina and will be governed by the laws of the
State of South Carolina.


Accepted By:


/s/ Curtis Oliver                                             Senior Director
--------------------------------------------         ------------------------
03/30/94
---------
Companion Technologies                                        Title
Date Signed
Division of Blue Cross Blue Shield of SC
in Columbia, South Carolina


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                                  ATTACHMENT A
                              BUSINESS PROPOSAL TO
                      CONSOLIDATE DOCTOR'S CARE FACILITIES
                           Submitted By: Curtis Oliver
                                 March 28, 1994
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Hardware
     1            RISC/6000 990, 4 Gigabyte Hard Disk, 5.0 Gigabyte Tape
                  Backup Unit, 1.44 Megabyte Diskette Drive, 10 Backup
                  Tapes                                                           $124,500.00
     1            3270 Connection Adapter                                              618.00
     1            256 Megabyte Memory Select                                        26,200.00
     1            256 Port Async Controller                                          2,590.00
     1            256 Port Async 4.5M Controller Cabling                               120.00
   14             256 Port Async 23CM Controller Cabling                               560.00
   16             16 Port Concentrators                                             23,920.00
   64             RJ-45 to DB-25 Converters                                           7,680.00
     1            Power GT31                                                          1,855.00
     1            Power Display, Keyboard, Mouse (3 button)                           2,760.00
     2            Data Products LM815 Line Printer (600 LPM)                         19,700.00
     1            Clary Online UPS 800 Watt w/Oneac Line Conditioner                  1,710.00
   38             Wyse 60 Terminals                                                  22,762.00
   34             Eight port multiplexer with CSU/DSU                                67,660.00
                                                                                -------------
                                                     Hardware Total                $302,635.00
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     NOTE:  Current  desktop or TI880  printers will be supplied by the site for
remote locations.
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<S>              <C>               <C>                                             <C>

Software
     -            AIX      -        64 User License                                 $14,610.00
                           -        AIX Windows
                           -        AIX 3270 Host Connect
                           -        AIX Load

     -            PAID IV Plus (a private label of the Medical Manager TM)
                  accounts receivable and billing system                             55,900.00
                  -        Standard Management Reports
                  -        Data Merge Language
                  -        77 Terminal Serialization
                  -        Refund Check Writer
                  -        Lab Interface (one company)
                  -        Prescription Writer
                  -        Facet Term (8 users)
                  -        Contract Module
                  -        Electronic Data Interface (one company)
                  -        Chart Tracking
                  -        Delinquent Report Module
                  -        Company Insurance Reporting
                  -        Location Reporting
                  -        Electronic Claim Module, Blue Cross, Medicaid,
                             Medicare, CHAMPUS, Commercial
         -        Collections Module                                                  2,500.00
         -        Report Writer - Allows center the capability to produce
                    custom reports                                                    2,495.00
         -        Automated conversion ($2,000.00 each)                              20,400.00
                                                     Software Total                 $95,905.00
Installation                                                                        $22,000.00
         -        Complete installation and wiring to connect equipment
                    to RISC/6000
         -        Bring all sites to production
                  -        Testing all remote locations
                  -        Testing Communications

Training                                                                            $16,100.00
         -        (2) 40 hour group sessions (regional)
         -        (1) 40 hour group session (central)
         -        6 hours at each location follow-up

Custom Programming/Consulting (200 Hours)                                          $ 24,000.00
         -        Used to identify and code corporate financial reports
         -        Time will be reported to Doctor's Care on all activity
                    related to the corporate reports

NOTE!!!  If 200 hours of programming/consulting time is
                  attained prior to the completion of all corporate
                  reports, additional hours will be billed at $80.00
                  per hour.

                                            TOTAL SYSTEM PRICE                     $460,640.00
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<S>     <C>                                         <C>                         <C>

Monthly Maintenance Fees

         Hardware (above only)                       $3,531.00
         Telephone and Software Support                1,170.00
         Electronic Claims                                  65.00



Accepted By:      /s/ M.F. McFarland                          Accepted By:      /s/ Curtis Oliver
                  --------------------------                                    --------------------------
                  Doctor's Care                                                 Companion
Technologies

Date:                      03/30/94                           Date:                     03/30/94
                  --------------------------                                    --------------------------

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                  * * *Proposal Valid Until April 25, 1994* * *

                             C O N F I D E N T I A L


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                                  ATTACHMENT B
                                  DOCTOR'S CARE
                                FINANCIAL SUMMARY
                                 MARCH 14, 1994

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<S>              <C>       <C>                                                 <C>

Down payment      =        PPI, Inc. Software Cost - Plus                       $   2,225.00
                                                                                   12,600.00
                                                                                        480.00
                                                                                        700.00
                                                                                        950.00

                  =        Automated Conversions                                   10,200.00
                  =        Installation                                            11,000.00
                  =        Training                                                  8,050.00
                                                                                  -----------

                                                                                $ 46,205.00
                           Total Trade-In                                         (17,723.00)
                                                                                  -----------

                           Total Down payment Due                               $ 28,482.00

</TABLE>

May Be Paid as Follows:

         Pay $9,461.00 upon time of initial installment
         Pay $9,461.00 August
         Pay $9,461.00 October

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<S>                                  <C>                     <C>

System Price                          $460,640.00
Plus Payoff                             89,700.00
Less Down payment                      (46,205.00)
                                      ------------

Balance to be Financed                      $504,135.00       @ 8% for 60 months = $10,223.85
                                                              per month installment beginning
                                                              October 1, 1994
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NOTE!!! Doctor's Care will continue payment current fees until system is
completely installed and will begin above payment schedule on October 1, 1994.


<PAGE>


                                  DOCTOR'S CARE

                              ITEMS TO BE TRADED-IN

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<S>       <C>    <C>                       <C>       <C>                         <C>

           8      APC 450 Watt                       @ $125 ea.                         $
1,000.00
           1      TSI UPS                   @ $100 ea.                                100.00
           6      Clary UPS                          @ $350 ea.
2,100.00


         15       ALTOS 1000 CPU's          @ $800 ea.                           12,000.00
                  Tape backup, 440 hard disk


         33       Terminals - ALTOS         @ $ 50 ea.                            1,650.00

         15       2400 Baud Modem           @ $ 75 ea.                            1,125.00
                                                                                 ---------

                                                              Subtotal
17,975.00

                                                              Less:  Shipping
                                                                                        ---
(252.00)

                                                              Total
$17,723.00
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