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                                                                    EXHIBIT 10.3


                              EMPLOYMENT AGREEMENT



         This Employment Agreement (the "Agreement") is made and entered into
as of June 24, 1996, by and between MEDAPHIS CORPORATION, a Delaware
corporation (the "Company"), and MICHAEL L. DOUGLAS, a resident of the State of
Georgia (the "Employee").


                     I. STATEMENT OF BACKGROUND INFORMATION

         The Company renders to hospitals, physicians, and/or other healthcare
organizations and providers: (a) billing services, accounts receivable
management services, collection services, electronic claims services, financial
management services, and practice and facilities management services; (b)
eligibility verification and certification for Medicaid, Medicare and other
healthcare assistance programs; (c) filing and other medical claims
securitization services; (d) medical coverage information services; and (e)
medical and insurance claims monitoring and tracking services (collectively the
"Processing Business").

         The Company also provides subrogation and related recovery services
for healthcare payors, including health maintenance organizations, indemnity
insurers, Blue Cross and Blue Shield organizations, third party administrators,
self-funded employee health welfare benefit plans, and provider hospital
organizations (the "Subrogation Business").

         The Company also: (a) develops, markets and licenses to hospitals,
integrated healthcare delivery systems, and other healthcare providers and
other end users (collectively "Providers") (i) strategic, operational and
financial information systems and services and decision support tools for
healthcare providers, (ii) software systems which provide claims and
reimbursement services and electronic claims processing, and (iii) software
applications which assist Providers with automated scheduling, resource and
clinical information management (the items discussed in Sections (a)(i),
(a)(ii) and (a)(iii) of this paragraph are hereinafter collectively referred to
as "Systems"), which Systems include, but are not limited to, nurse scheduling
and management information systems, operating room patient scheduling and
surgery information systems, enterprise wide patient scheduling and resource
management systems, enterprise-wide employee scheduling and management
information systems, clinical information management systems and related
software interfaces to other information systems; and (b) provides to Providers
installation and support services related to the Company's Systems (the
"Systems Business").

         Additionally, the Company renders professional services with respect
to the development of computer software, algorithms, designs, documentation,
and related materials, and the development, design, deployment, and operation
of local and wide area computer networks, all in conjunction with the sale,
design, deployment, operation and maintenance of custom computer processing
systems

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for improvement of operational efficiency or functionality through the use of
image storage and processing, work flow technology, optical character
recognition or other related technologies (the "Systems Integration Business")
(the Processing Business, the Subrogation Business, the Systems Business, the
Systems Integration Business and any other distinct business segment in which
the Company engages during Employee's employment are hereafter collectively
referred to as the "Business").

         The Company desires to obtain the services of Employee and Employee
desires to accept such employment, and the parties wish to set forth in writing
the terms of their agreement for the provision of such services.

         As a material inducement to the Company to enter into this Agreement,
the Company desires that Employee enter into the covenants set forth in
Sections 6, 7 and 8 hereof, and Employee agrees to enter into such covenants.


                           II. STATEMENT OF AGREEMENT

         In consideration of the mutual covenants, promises and conditions set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.     Employment. The Company hereby employs Employee and Employee hereby
       accepts such employment upon the terms and conditions set forth in this
       Agreement. For purposes of Sections 7 and 8 of this Agreement,
       "employment" shall mean any period of time during which the Company is
       paying the Employee salary, wages, or any other amounts pursuant to this
       Agreement (excluding pension benefits and any payments expressly
       designated by the Board of Directors of the Company to be excluded from
       this definition), whether or not the Employee is currently performing
       services for the Company at the time of such payment.

2.     Duties of Employee. Employee initially is hired to serve as the Vice
       Chairman and Chief Operating Officer of the Company. Employee agrees to
       perform and discharge the Business duties which may be assigned to
       Employee from time to time by the Company to the reasonable satisfaction
       of the Company. Employee also agrees to comply with all of the Company's
       policies, standards and regulations and to follow the instructions and
       directives of Employee's superiors within the Company, as promulgated by
       the Board of Directors of the Company. Employee will devote Employee's
       full professional and business-related time, skills and best efforts to
       the Business and, will not, during the term of this Agreement, be
       engaged (whether or not during normal business hours) in any other
       business or professional activity, whether or not such activity is
       pursued for gain, profit or other pecuniary advantage, without the prior
       written consent of the Chairman, Chief Executive Officer and President
       of the Company, which consent will not be unreasonably withheld. This
       Section will not be

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       construed to prevent Employee from: (a) investing personal assets in
       businesses which do not compete with the Company in such form or manner
       that will not require any services on the part of Employee in the
       operation or the affairs of the companies in which such investments are
       made and in which Employee's participation is solely that of an
       investor; (b) purchasing securities in any corporation whose securities
       are listed on a national securities exchange or regularly traded in the
       over-the-counter market, provided that Employee at no time owns,
       directly or indirectly, in excess of three percent (3%) of the
       outstanding stock of any class of any such corporation engaged in a
       business competitive with that of the Company; or (c) participating in
       conferences, preparing and publishing papers or books or teaching, so
       long as the Chairman, Chief Executive Officer and President of the
       Company approves such participation, preparation and publication or
       teaching prior to Employee's engaging therein.

3.     Term. The term of this Agreement will be for a period of two (2) years
       commencing on the date hereof and expiring on the second anniversary of
       such date, subject to earlier termination as provided for in Section 4
       or renewal as provided herein. Upon expiration of this Agreement, this
       Agreement may be renewed for an additional period of one (1) year upon
       mutual consent of Employee and the Company.

4.     Termination.

       (a)    Termination by Company for Cause. Notwithstanding anything
              contained in Section 3 to the contrary, the Company may terminate
              this Agreement and all of its obligations hereunder immediately
              if any of the following events occur:

              (i)     Employee materially breaches any of the terms or
                      conditions set forth in this Agreement and fails to cure
                      such breach within ten (10) days after Employee's receipt
                      from the Company of written notice of such breach, which
                      notice shall describe in reasonable detail the Company's
                      belief that Employee is in breach hereof (notwithstanding
                      the foregoing, no cure period shall be applicable to
                      breaches by Employee of Sections 6, 7 or 8 of this
                      Agreement);

              (ii)    Employee commits any other act materially detrimental to
                      the business or reputation of the Company;

              (iii)   Employee intentionally engages in dishonest or illegal
                      activities or commits or is convicted of any crime
                      involving fraud, deceit or moral turpitude; or

              (iv)    Employee dies or becomes mentally or physically
                      incapacitated or disabled so as to be unable to perform
                      Employee's duties under this Agreement. Without limiting
                      the generality of the foregoing, Employee's inability
                      adequately to perform services under this Agreement for a
                      period of sixty (60) consecutive days will be conclusive
                      evidence of such mental or physical incapacity or
                      disability,

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                      unless such inability adequately to perform services
                      under this Agreement is pursuant to a mental or physical
                      incapacity or disability covered by the Family and
                      Medical Leave Act, in which case such sixty (60)-day
                      period shall be extended to a one hundred and twenty
                      (120)-day period.

       (b)    Termination by Company Without Cause. Notwithstanding anything
              contained in Section 3 to the contrary, the Company may terminate
              Employee's employment pursuant to this Agreement without cause
              upon at least thirty (30) days' prior written notice to Employee.
              In the event Employee's employment with the Company is terminated
              by the Company without cause, the Company shall remain subject to
              its payment obligations hereunder as if Employee remained
              employed hereunder for the balance of the term hereof, as
              provided in Section 3 above.

       (c)    Diminution in Responsibilities; Termination by Employee. The
              Company may not diminish in any material manner or respect
              Employee's duties and responsibilities as the Vice Chairman and
              Chief Operating Officer of the Company, as such duties and
              responsibilities exist as of the date hereof or may hereinafter
              be modified or changed with the consent of the Employee and the
              Company; provided, however, that the Board of Directors shall
              have the right to diminish in any manner or respect Employee's
              duties and responsibilities if it determines in good faith that
              such diminution is in the best interests of the Company and its
              stockholders. Notwithstanding anything contained herein to the
              contrary, Employee may terminate this Agreement in the event the
              Company shall diminish in any material manner or respect
              Employee's duties and responsibilities as the Vice Chairman and
              Chief Operating Officer of the Company without obtaining
              Employee's prior consent. In the event Employee's employment with
              the Company is terminated by Employee pursuant to the provisions
              of this Section 4(c), the Company shall remain subject to its
              payment obligations hereunder as if Employee remained employed
              hereunder for the balance of the term hereof, as provided in
              Section 3 above; provided, however, that to the extent Employee
              terminates his employment pursuant to the provisions of this
              Section 4(c), Employee shall not be entitled to receive any
              incentive compensation payments pursuant to Section 5(c) hereof
              or any severance payment pursuant to Section 5(f) hereof.

5.     Compensation and Benefits.

       (a)    Annual Salary. For all services rendered by Employee under this
              Agreement, the Company will pay Employee a base salary of Two
              Hundred Twenty-five Thousand Dollars ($225,000) per annum in
              equal bi-weekly installments. Such annual salary will be subject
              to adjustments by any increases given in the normal course of
              business.

       (b)    Other Benefits. Employee will be entitled to such fringe benefits 
              as may be provided from time-to-time by the Company to its
              employees, including, but not limited to, group

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              health insurance, life and disability insurance, vacations and
              any other fringe benefits now or hereafter provided by the
              Company to its employees, if and when Employee meets the
              eligibility requirements for any such benefit; provided, however,
              that Employee shall be eligible for four (4) weeks of vacation on
              an annual basis during the term of this Agreement. The Company
              reserves the right to change or discontinue any employee benefit
              plans or programs now being generally offered to its employees;
              provided, however, that all benefits provided for employees of
              the same position and status as Employee will be provided to
              Employee on an equal basis.

       (c)    Incentive Compensation Plan. In addition to Employee's base salary
              as described above, Employee will be entitled to: (i) receive an
              incentive compensation payment (the "Bonus Payment") for the
              initial twelve month term of this Agreement in the amount of One
              Hundred Twelve Thousand Five Hundred Dollars ($112,500), which
              Bonus Payment will be paid to Employee on July 1, 1997; (ii)
              participate in the 1997 Incentive Compensation Plan for Medaphis
              Corporation and its Subsidiary Corporations in a Participation
              Category of one hundred percent (100%) of Employee's base salary
              as set forth in Section 5(a) above, provided that the amount of
              any incentive compensation due Employee under the 1997 Incentive
              Compensation Plan shall be reduced by $56,250; and (iii)
              participate in each annual replacement incentive compensation
              plan adopted by the Company in a Participation Category of one
              hundred percent (100%) of Employee's base salary as set forth in
              Section 5(a) above.

       (d)    Stock Options. As soon as reasonably practicable after the 
              execution of this Agreement, the Company will cause the issuance
              to Employee, effective as of Employee's first date of employment,
              or such other date as is approved by the Compensation Committee
              of the Board of Directors of the Company, options to purchase One
              Hundred Thousand (100,000) shares of Medaphis Corporation Common
              Stock pursuant to the terms and conditions of the Amended and
              Restated Medaphis Corporation Non-Qualified Stock Option Plan, as
              amended. Such grant is subject to approval by the Compensation
              Committee of the Board of Directors of the Company.

       (e)    Restricted Stock. As soon as reasonably practicable after the
              execution of this Agreement, the Company will cause the issuance
              to Employee, effective as of Employee's first date of employment,
              or such other date as is approved by the Board of Directors of
              the Company, Fifty Thousand (50,000) restricted shares of
              Medaphis Corporation Common Stock (the "Restricted Shares")
              pursuant to the terms and conditions of the Medaphis Corporation
              Restricted Stock Agreement attached hereto as Exhibit A (the
              "Restricted Stock Agreement"). Such grant will be subject to
              approval by the Compensation Committee of the Board of Directors
              and the Board of Directors of the Company.


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       (f)    Severance Payment. In the event that the Restricted Shares do not
              vest and become nonforfeitable in accordance with the terms of
              the Restricted Stock Agreement, then Employee shall be entitled
              to receive from the Company a one-time severance payment in the
              amount equal to seventy-five (75%) of Employee's then annual base
              salary (the "Severance Payment"), which Severance Payment shall
              be paid to Employee promptly following the later to occur of: (i)
              termination of Employee's employment with the Company; or (ii)
              forfeiture of the Restricted Shares to the Company in accordance
              with the Restricted Stock Agreement; provided, however, that
              Employee shall not receive the Severance Payment in the event the
              Company desires to renew the term of this Agreement pursuant to
              Section 3 hereof and Employee refuses to agree to such renewal.

       (g)    Reimbursement of Relocation Expenses. Medaphis will reimburse
              Employee for the following expenses:

                (i)   Reasonable out-of-pocket relocation expenses including,
                      but not limited to, real estate closing costs associated
                      with the disposition of Employee's primary residence in
                      Berwyn, Pennsylvania, moving expenses associated with
                      Employee's move to Atlanta, Georgia and storage expenses
                      associated with the temporary storage of Employee's
                      belongings while Employee searches for a primary
                      residence in or about Atlanta, Georgia;

                (ii)  Reasonable out-of-pocket expenses incurred in connection
                      with searching for a new primary residence in or about
                      Atlanta, Georgia;

                (iii) Reasonable out-of-pocket expenses associated with
                      securing a temporary apartment while searching for a
                      primary residence in or about Atlanta, Georgia; and

                (iv)  Reasonable legal fees and expenses incurred in connection
                      with obtaining counsel for Employee to review the
                      provisions of this Agreement and any other agreements
                      referenced herein.

       (h)    Tax Gross-up Payment. Employee will receive a payment from
              the Company (the "Tax Gross-up Payment") in an amount equal to
              the federal and state income taxes payable by employee as a
              result of the amounts reimbursed to Employee under Sections
              5(g)(i) through (iv) of this Agreement and the Tax Gross-up
              Payment, after taking into consideration any income tax
              deductions available to Employee with respect to any such
              expenses so reimbursed. Such Tax Gross-up Payment shall be paid
              to Employee at such time or times as Employee shall provide the
              Company with sufficient documentation to calculate the same.


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       (i)    Business Expenses. Employee will be reimbursed for all
              reasonable expenses incurred in the discharge of Employee's
              duties under this Agreement pursuant to the Company's standard
              reimbursement policies.

       (j)    Withholding. The Company will deduct and withhold from the
              payments made to Employee under this Agreement, state and federal
              income taxes, FICA and other amounts normally withheld from
              compensation due employees.

6.     Non-Disclosure of Proprietary Information. Employee recognizes and
       acknowledges that the Trade Secrets (as defined below) and Confidential
       Information (as defined below) of the Company and its affiliates and all
       physical embodiments thereof (as they may exist from time-to-time,
       collectively, the "Proprietary Information") are valuable, special and
       unique assets of the Company's and its affiliates' Business. Employee
       further acknowledges that access to such Proprietary Information is
       essential to the performance of Employee's duties under this Agreement.
       Therefore, in order to obtain access to such Proprietary Information,
       Employee agrees that Employee shall hold in confidence all Proprietary
       Information and will not reproduce, use, distribute, disclose, publish
       or otherwise disseminate any Proprietary Information, in whole or in
       part, and will take no action causing, or fail to take any action
       necessary to prevent causing, any Proprietary Information to lose its
       character as Proprietary Information, nor will Employee make use of any
       such information for Employee's own purposes or for the benefit of any
       person, firm, corporation, association or other entity (except the
       Company) under any circumstances.

       For purposes of this Agreement, the term "Trade Secrets" means the whole
       or any portion of any scientific or technical or other information,
       design, process, procedure, formula, computer software product,
       documentation or improvement relating to the Company's or its
       affiliates' Business which (1) derives economic value, actual or
       potential, from not being generally known to other persons who can
       obtain economic value from its disclosure or use; and (2) is the subject
       of efforts that are reasonable under the circumstances to maintain its
       secrecy or confidentiality. The term "Confidential Information" means
       any and all data and information relating to the Company's or its
       affiliates' Business, other than Trade Secrets, (1) which has value to
       the Company or its affiliates; (2) is not generally known by its
       competitors or the public; and (3) is treated as confidential by the
       Company or its affiliates. The provisions of this Section 6 will apply
       during Employee's employment by the Company and for a two (2) year
       period thereafter with respect to Confidential Information, and during
       Employee's employment by the Company and at any and all times thereafter
       with respect to Trade Secrets. These restrictions will not apply to any
       Proprietary Information which is in the public domain, provided that
       Employee was not responsible, directly or indirectly, for such
       Proprietary Information entering the public domain without the Company's
       consent. This Section 6, along with Sections 7, 8, 9, 10, 11 and 13 of
       this Agreement, shall survive termination of this Agreement.


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7.A.   Non-Competition Covenant. During Employee's employment by the Company
       and for a period of two (2) years following any termination of
       Employee's employment for whatever reason, Employee will not, directly
       or indirectly, on Employee's own behalf or in the service of or on
       behalf of any other individual or entity, compete with the Company
       within the Geographical Area (as hereinafter defined). The term
       "compete" means to engage in, have any equity or profit interest in,
       make any loan to or for the benefit of, or render any services of any
       kind to, directly or indirectly, on Employee's own behalf or in the
       service of or on behalf of any other individual or entity, either as a
       proprietor, employee, agent, independent contractor, consultant,
       director, officer, partner or stockholder (other than a stockholder of a
       corporation listed on a national securities exchange or whose stock is
       regularly traded in the over-the-counter market, provided that Employee
       at no time owns, directly or indirectly, in excess of three percent (3%)
       of the outstanding stock of any class of any such corporation) any
       business which provides Business products and/or services ("Business
       Products/Services"). For purposes of this Agreement, the term
       "Geographical Area" means the territory within a seventy-five (75) mile
       radius of each facility of the Company or any of its affiliates, whether
       located in the United States or any foreign country, for which Employee
       has management responsibility during Employee's employment with the
       Company.

B.     Non-Interference. During Employee's employment by the Company and for a
       period of two (2) years following the termination of Employee's
       employment for whatever reason, Employee will not, directly or
       indirectly, on Employee's own behalf or in the service of or on behalf
       of any other individual or entity, interfere with, disrupt, or attempt
       to disrupt the past, present or prospective relationships, contractual
       or otherwise, between the Company and any supplier, consultant, or
       client of the Company with whom Employee had material contact during
       Employee's employment by the Company. The term "prospective
       relationship" is defined as any relationship where the Company has
       actively sought an individual or entity as a prospective supplier,
       consultant, or client.

C.     Non-Solicitation of Clients Covenant. Employee agrees that during
       Employee's employment by the Company and for a period of two (2) years
       following the termination of Employee's employment for whatever reason,
       Employee will not, directly or indirectly, on Employee's own behalf or
       in the service of or on behalf of any other individual or entity,
       divert, solicit or attempt to divert or solicit business from any
       individual or entity (i) who is a client of the Company at any time
       during the six (6)-month period prior to Employee's termination of
       employment with the Company ("Client"), or was actively sought by the
       Company as a prospective client, and (ii) with whom Employee had
       material contact while employed by the Company to provide Business
       Products/Services to such Clients or prospects.

D.     Construction. The parties hereto agree that any judicial authority
       construing all or any portion of this Section 7 or Section 8 below will
       be empowered to sever any portion of the Geographical Area, client base,
       prospective relationship or prospect list or any prohibited

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       business activity from the coverage of such Section and to apply the
       provisions of such Section to the remaining portion of the Geographical
       Area, the client base or the prospective relationship or prospect list,
       or the remaining business activities not so severed by such judicial
       authority. In addition, it is the intent of the parties that the
       judicial authority replace each such severed provision with a provision
       as similar in terms to such severed provision as may be possible and be
       legal, valid and enforceable. It is the intent of the parties that
       Sections 7 and 8 be enforced to the maximum extent permitted by law. In
       the event that any provision of either such Section is determined not to
       be specifically enforceable, the Company shall nevertheless be entitled
       to bring an action to seek to recover monetary damages as a result of
       the breach of such provision by Employee.

8.     Non-Solicitation of Employees Covenant. Employee further agrees and
       represents that during Employee's employment by the Company and for a
       period of two (2) years following any termination of Employee's
       employment for whatever reason, Employee will not, directly or
       indirectly, on Employee's own behalf or in the service of, or on behalf
       of any other individual or entity, divert, solicit or hire away, or
       attempt to divert, solicit or hire away, to or for any individual or
       entity which is engaged in providing Business Products/Services, any
       person employed by the Company, whether or not such employee is a
       full-time employee or temporary employee of the Company, whether or not
       such employee is employed pursuant to written agreement and whether or
       not such employee is employed for a determined period or at-will.

9.     Existing Restrictive Covenants. Employee represents and warrants that
       Employee's employment with the Company does not and will not breach any
       agreement which Employee has with any former employer to keep in
       confidence confidential information or not to compete with any such
       former employer. Employee will not disclose to the Company or use on its
       behalf any confidential information of any other party required to be
       kept confidential by Employee.

10.    Return of Proprietary Information. Employee acknowledges that as a
       result of Employee's employment with the Company, Employee may come into
       the possession and control of Proprietary Information, such as
       proprietary documents, drawings, specifications, manuals, notes,
       computer programs, or other proprietary material. Employee acknowledges,
       warrants and agrees that Employee will return to the Company all such
       items and any copies or excerpts thereof, and any other properties,
       files or documents obtained as a result of Employee's employment with
       the Company, immediately upon the termination of Employee's employment
       with the Company.

11.    Proprietary Rights. During the course of Employee's employment with the
       Company, Employee may make, develop or conceive of useful processes,
       machines, compositions of matter, computer software, algorithms, works
       of authorship expressing such algorithm, or

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       any other discovery, idea, concept, document or improvement which
       relates to or is useful to the Company's Business (the "Inventions"),
       whether or not subject to copyright or patent protection, and which may
       or may not be considered Proprietary Information. Employee acknowledges
       that all such Inventions will be "works made for hire" under United
       States copyright law and will remain the sole and exclusive property of
       the Company. Employee also hereby assigns and agrees to assign to the
       Company, in perpetuity, all right, title and interest Employee may have
       in and to such Inventions, including without limitation, all copyrights,
       and the right to apply for any form of patent, utility model, industrial
       design or similar proprietary right recognized by any state, country or
       jurisdiction. Employee further agrees, at the Company's request and
       expense, to do all things and sign all documents or instruments
       necessary, in the opinion of the Company, to eliminate any ambiguity as
       to the ownership of, and rights of the Company to, such Inventions,
       including filing copyright and patent registrations and defending and
       enforcing in litigation or otherwise all such rights.

       Employee will not be obligated to assign to the Company any Invention
       made by Employee while in the Company's employ which does not relate to
       any business or activity in which the Company is or may reasonably be
       expected to become engaged, except that Employee is so obligated if the
       same relates to or is based on Proprietary Information to which Employee
       will have had access during and by virtue of Employee's employment or
       which arises out of work assigned to Employee by the Company. Employee
       will not be obligated to assign any Invention which may be wholly
       conceived by Employee after Employee leaves the employ of the Company,
       except that Employee is so obligated if such Invention involves the
       utilization of Proprietary Information obtained while in the employ of
       the Company. Employee is not obligated to assign any Invention which
       relates to or would be useful in any business or activities in which the
       Company is engaged if such Invention was conceived and reduced to
       practice by Employee prior to Employee's employment with the Company,
       provided that all such Inventions are listed at the time of employment
       on the attached Exhibit B.

12.    Board of Directors. The Company will use its reasonable efforts to cause
       Employee to be elected to a position on the Board of Directors of the
       Company during the term of this Agreement.

13.    Remedies. Employee agrees and acknowledges that the violation of any of
       the covenants or agreements contained in Sections 6, 7, 8, 9, 10 and 11
       of this Agreement would cause irreparable injury to the Company, that
       the remedy at law for any such violation or threatened violation thereof
       would be inadequate, and that the Company will be entitled, in addition
       to any other remedy, to temporary and permanent injunctive or other
       equitable relief without the necessity of proving actual damages.


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14.    Notices. Any notice or communication under this Agreement will be in
       writing and sent by registered or certified mail addressed to the
       respective parties as follows:

       If to the Company:                           If to Employee:

       2700 Cumberland Parkway                      Michael L. Douglas
       Suite 300                                    5630 Cross Gate Drive
       Atlanta, Georgia 30339                       Atlanta, GA 30327
       Attn: General Counsel

15.    Severability. Subject to the application of Section 7(D) to the
       interpretation of Sections 7 and 8, in case one or more of the
       provisions contained in this Agreement is for any reason held to be
       invalid, illegal or unenforceable in any respect, the same will not
       affect any other provision in this Agreement, and this Agreement will be
       construed as if such invalid or illegal or unenforceable provision had
       never been contained herein. It is the intent of the parties that this
       Agreement be enforced in accordance with its express terms to the
       maximum extent permitted by law.

16.    Entire Agreement. This Agreement embodies the entire agreement of the
       parties relating to the subject matter of this Agreement and supersedes
       all prior agreements, oral or written, regarding the subject matter
       hereof. No amendment or modification of this Agreement will be valid or
       binding upon the parties unless made in writing and signed by the
       parties.

17.    Binding Effect. This Agreement will be binding upon the parties and
       their respective heirs, representatives, successors, transferees and
       permitted assigns.

18.    Assignment. This Agreement is one for personal services and will not be
       assigned by Employee. The Company may assign this Agreement to any of
       its subsidiaries or affiliated companies, including, but not limited to,
       a parent corporation; provided that any such subsidiary, affiliate or
       parent fulfills the obligations of the Company under this Agreement.

19.    Governing Law. This Agreement is entered into and will be interpreted
       and enforced pursuant to the laws of the State of Georgia. The parties
       hereto hereby agree that the appropriate forum and venue for any
       disputes between any of the parties hereto arising out of this Agreement
       shall be any federal court in Atlanta, Georgia and each of the parties
       hereto hereby submits to the personal jurisdiction of such court. The
       foregoing shall not limit the rights of any party to obtain execution of
       judgment in any other jurisdiction. The parties further agree, to the
       extent permitted by law, that a final and unappealable judgment against
       either of them in any action or proceeding contemplated above shall be
       conclusive and may be enforced in any other jurisdiction within or
       outside the United States by suit on

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       the judgment, a certified exemplified copy of which shall be conclusive
       evidence of the fact and amount of such judgment.

       IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


COMPANY:                                             EMPLOYEE:

MEDAPHIS CORPORATION

                                                 
By: /s/ Randolph G. Brown                            /s/ Michael L. Douglas
    --------------------------                       -------------------------
                                                     Michael L. Douglas

Title:  Chairman, CEO and President
      ------------------------------


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<PAGE>   13



                                   EXHIBIT B

                                   INVENTIONS












         Employee represents that there are no Inventions.





                                                    /s/ M.L.D.
                                                    -----------------
                                                    Employee Initials



                                      -13-