Exhibit 10.38

                                    SUBLEASE

     SUBLEASE,  dated as of  December  20,  2000,  between  INTERNATIONAL  PAPER
COMPANY,  a New York corporation having a principal office at Two Manhattanville
Road, Purchase,  New York 10577 (the "Sublessor") and SIMIONE CENTRAL, a Georgia
corporation  having a  principal  office at 6600  Powers  Ferry  Road,  Atlanta,
Georgia 30339 (the "Sublessee").


                              W I T N E S S E T H:

WHEREAS,  Sublessor  leases certain premises within the building located at 3585
Engineering  Drive  in the  City of  Norcross,  GA (the  "Building"),  including
therein  approximately  19,704  rentable square feet on the third floor as shown
outlined  in  red on  the  floor  plan  attached  hereto  as  Exhibit  "A"  (the
"Premises"),  pursuant  to a Agreement  of Lease (the  "Original  Lease")  dated
December  25,  1995,  First  Amendment  to Lease  Dated March 6, 1996 and Second
Amendment to Lease dated June 3, 1996  (collectively the "Lease") by and between
Technology  Park/Atlanta,  Inc.,  as landlord (the  "Landlord"),  and Union Camp
Corporation (predecessor by merger to Sublessor), as tenant. A true, correct and
complete copy of the Lease is attached hereto as Exhibit "B".

WHEREAS,  Sublessee  desires to sublet the Premises and  Sublessor is willing to
sublet the same on the conditions hereinafter set forth.

NOW,  THEREFORE,  in consideration  of the covenants and agreements  hereinafter
contained to be performed by each of the parties, it is hereby agreed:

1.   TERM
     ----

The term (the "Term") of this Sublease  shall  commence on January 15, 2001 (the
"Commencement Date") and expire at 10:59 p.m. on August 30, 2006 or such earlier
date on which this  Sublease may be  terminated  pursuant to the terms hereof or
under applicable law.

2.   RENTAL
     ------

2.1 Fixed Rent Sublessee  covenants and agrees to pay to Sublessor at the office
of  Sublessor or at such other place as Sublessor  may  designate,  fixed annual
rent  ("Fixed  Rent"),  in advance  commencing  on March 1, 2001 and  continuing
thereafter  on the first day of each  month  during the Term  without  notice or
demand and without  abatement,  deduction  or set-off of any amount  whatsoever.
Payment for  partial  months  during the Term shall be prorated on daily  basis,
based on a thirty  (30)-day  month.  The first  month's Fixed Rent shall be paid
upon Sublessor's execution of this Sublease. The Fixed Rent shall be as follows:



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Period                     Annual Rent                        Monthly Rent
------                     -----------                        ------------
3/1/01-2/28/02             $364,524.00                        $30,377.00
3/1/02-2/28/03             $375,460.00                        $31,288.00
3/1/03-2/29/04             $386,724.00                        $32,227.00
3/1/04-2/28/05             $398,325.00                        $33,194.00
3/1/05-2/28/06             $410,275.00                        $34,190.00
3/1/06-8/31/06             $211,292.00                        $35,215.00

2.2  Additional Rent
     ---------------

(a) Sublessee shall pay to Sublessor at the office at Sublessor or at such other
place as  Sublessor  shall  designate,  without  notice  or demand  and  without
abatement,  deduction  or setoff,  as  additional  rent,  an amount equal to its
proportionate  share of  increases  over base year  operating  expenses  for the
Building,  included  but not  limited to, real  estate  taxes and  insurance  as
defined in Article 3 of the Original  Lease.  For purposes of this Section,  the
base year shall be 2001 and Sublessee's  proportionate  share of increases shall
be 20.31% which is 43.48% of  Sublessor's  share based upon the 19,704  rentable
square feet for the Premises  divided by the 45,314  rentable square feet leased
by Sublessor pursuant to the Second Amendment to the Lease.

(b) In the event Sublessor shall be charged for any other Landlord services that
may be imposed pursuant to the Lease,  Sublessee covenants and agrees to pay all
such amounts to Sublessor.

(c) The sums payable pursuant to this Paragraph 2.2 ("Additional Rent") shall be
paid within ten (10) days following receipt of an invoice from Sublessor setting
forth the amounts then due by Sublessor to  Landlord.  Sublessor  shall  furnish
Sublessee  with copies of all  statements  received  from Landlord in connection
with any such charges.

2.3  Security  Deposit  At the  time  of the  execution  of this  Sublease,  the
Sublessee  shall pay to Sublessor  Ninety-One  Thousand  One Hundred  Thirty-One
Dollars and 00/100  ($91,131.00) for the faithful  performance and observance by
Sublessee of the terms, provisions and conditions of this Sublease. It is agreed
that in the event Sublessee defaults in respect of any of the terms,  provisions
and conditions of this Sublease,  including,  but not limited to, the payment of
rent and  additional  rent,  Sublessor may use, apply or retain the whole or any
part of the security so deposited to the extent  required for the payment of any
rent and additional rent or any other sum as to which Sublessee is in default or
for any sum which Sublessor may expend or may be required to expend by reason of
Sublessee's default in respect of any of the terms,  covenants and conditions of
this Sublease,  including,  but not limited to, any damages or deficiency in the
re-letting of the Premises, whether such damages or deficiency accrued before or
after  legal  proceedings  or other  re-entry  by  Sublessor.  In the event that
Sublessee shall fully and faithfully  comply with all of the terms,  provisions,
covenants and  conditions of this  Sublease,  the Security  shall be returned to
Sublessee  after the date fixed as the end of the Sublease and after delivery of


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entire possession of the Premises to Sublessor. Sublessee further covenants that
it will not  assign or  encumber  or attempt  to assign or  encumber  the monies
deposited  herein as security and that neither  Sublessor nor its  successors or
assigns shall be bound by any such assignment, encumbrance, attempted assignment
or attempted encumbrance.

3.   CONDITION OF PREMISES
     ---------------------

(a) Sublessee  represents that it has made a thorough examination and inspection
of the Premises and is familiar with the  condition  thereof.  Sublessee  agrees
that it enters into this  Sublease  without any  representations,  warranties or
statements  by  Sublessor,  its agents,  representatives,  employees,  servants,
brokers  or any  other  person as to the  present  or  future  condition  of the
Premises,  or the  use  that  may be made of the  Premises  or any  improvements
thereon or the Building.

(b) It is further  agreed that  Sublessee  shall  accept the Premises "as is" in
their condition on the Commencement Date, and Sublessor shall have no obligation
to improve or alter the Premises for  Sublessee's  use.  Sublessor shall have no
liability by reason of the condition of the Premises,  including but not limited
to any defect or any limitation on its use.

4.   APPLICABLE ARTICLES
     -------------------

4.1  Sublessor  leases  the  Premises  to  Sublessee  upon all of the  terms and
conditions  of the Lease and  Sublessee  accepts this  Sublease  subject to such
terms and conditions.  Sublessee  hereby assumes and agrees to perform,  observe
and comply with all of the terms and  conditions of the Lease,  and the terms of
the Lease  are  incorporated  by  reference  herein,  as if  Sublessor  were the
"Landlord"  thereunder  and Sublessee  were the "Tenant"  thereunder,  except as
otherwise  expressly provided herein or to the extent the terms of the Lease are
inconsistent  with the  express  terms of this  Sublease.  All of the rights and
obligations  conferred  and  imposed  by the  Lease  upon  Sublessor,  as tenant
thereunder,  are hereby conferred and imposed upon Sublessee with respect to the
Premises and all of the rights conferred by the Lease upon Landlord, as landlord
thereunder,  are hereby  conferred  upon Sublessor with respect to the Premises,
except as otherwise  expressly provided herein or to the extent the terms of the
Lease are inconsistent with the express terms hereof.

4.2  Notwithstanding  the  foregoing,  the following  provisions of the Original
Lease shall not be incorporated by reference in this Sublease:  Articles 1, 2.1,
3.7,  10.1,  11, 22; and  Paragraph  3 (Rent  Schedule)  of the First and Second
Amendments  to Lease.  The  following  sections of the  Original  Lease shall be
incorporated by reference as modified in the manner set forth below:

          (i) With respect to Article 3.2,  Sublessee's  proportionate  share of
     Operating  Expenses for the Building shall be 20.31% (43.48% of Sublessor's
     proportionate  share  of  46.27%  pursuant  to  Paragraph  4 of the  Second
     Amendment to the Lease).



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<PAGE>

          (ii) With respect to Article 9.4, all insurance  policies  obtained by
     Sublessee  shall  name  Landlord  and  Sublessor,  as well as all of  other
     entities specified in such article, as additional insureds.

          (iii) With  respect to Article 9.5,  Sublessee  hereby  releases  both
     Landlord  and  Sublessor  from  liability  and shall  cause  its  insurance
     policies to so provide.

          (iv) With  respect to Articles  10.2 and 10.4,  "Lessor and Lessee" as
     used therein shall mean "Landlord and Sublessor".

          (v) With respect to Article 28,  Sublessor  shall  deliver to Landlord
     Sublessee's  request to include  Sublessee's name in the Directory Board of
     the Building.

          (vi) With respect to Article 33.2,  Sublessee shall be entitled to the
     use of 79 parking spaces.

4.3 In any case where the  Landlord  reserves  the right to enter the  Premises,
said right shall inure to the benefit of the Landlord as well as to Sublessor.

4.4 (a) Notwithstanding  anything to the contrary in this Sublease or the Lease,
Sublessor  shall not be  obligated  to perform,  and shall not be liable for the
performance or default by Landlord of, any of the  obligations of Landlord under
the Lease.  Sublessee  shall have no claim  against  Sublessor  by reason of any
default upon the part of Landlord.  Sublessor  shall have no  obligation  at any
time to render  any  services  to  Sublessee  or to the  Premises  of any nature
whatsoever  or to expend any money for the  Premises,  including but not limited
to, preservation,  reconstruction or repair of the Premises. Sublessee agrees to
look solely to Landlord for the  performance  of any  obligations by Landlord or
the  furnishing  of any services to which  Sublessor  may be entitled  under the
Lease.  If Landlord  fails to perform an  obligation  or provide a service which
Landlord is required by the Lease to perform or provide,  then  Sublessor's sole
obligation  is to  cooperate  with  Sublessee,  and to use  reasonable  efforts,
without,  however,  incurring any  liabilities or expenses,  by taking  whatever
action shall be reasonably required, to enforce for the benefit of Sublessee the
obligations  of Landlord to Sublessor  under the Lease insofar as they relate to
the Premises.  All reasonable  out-of-pocket  expenses of Sublessor arising from
Sublessor's  action taken pursuant to the preceding sentence shall be reimbursed
by Sublessee. By virtue of this subsection, in connection with the incorporation
by reference of the Lease the term "Landlord" shall be deemed,  for the purposes
of this Sublease,  to mean  "Sublessor  shall use reasonable  efforts,  without,
however, incurring any liabilities or expenses, to cause Landlord" whenever such
a  modification  is  required so that an  incorporated  provision  reflects  the
agreement of the parties hereto as expressed in this  paragraph.  Nothing herein


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<PAGE>

contained  shall be deemed to  authorize  Sublessee  to  represent  Sublessor in
connection with any suit or claim by or against Landlord.

(b) Sublessee shall  indemnify and hold Sublessor  harmless from and against any
and  all  loss,  cost,  damages,  claims,  demands,   liabilities  and  expenses
whatsoever  (including,  without  limitation,  reasonable  attorneys'  fees  and
expenses)  arising out of, and shall  reimburse  Sublessor  within ten (10) days
from written  demand for all  out-of-pocket  expenses  incurred by Sublessor in,
attempting to obtain the  performance of Landlord's  obligations for the benefit
of Sublessee.

4.5  Sublessee  agrees not to do or suffer or permit  anything  to be done which
would (a) violate any term or condition of the Lease;  (b) cause the Lease to be
terminated or forfeited;  (c) violate any certificate of occupancy affecting the
Premises;  (d) increase the insurance  premiums or result in the cancellation of
insurance covering the Premises; or (e) violate any laws, statutes,  ordinances,
rules, orders or regulations.

4.6 In connection with any alterations (as defined in Article 10 of the Original
Lease)  desired to be made by Sublessee,  the terms of Articles  10.2,  10.3 and
10.4 shall be applicable to this Sublease.  The Sublessee  shall also obtain the
Sublessor's  prior written consent to the making of any alterations,  changes or
additions,  notwithstanding the cost thereof.  Sublessor agrees,  subject to the
Lease,  to  consider  such  request  concurrently  with the  Landlord,  provided
Sublessee  makes  concurrent  requests  for  such  consent  to  Landlord  and to
Sublessor. Sublessee shall, provided Landlord cooperates with Sublessee, contact
Landlord  directly  for  the  Landlord's  consent,  if  required.   In  securing
Sublessor's consent to such alterations,  changes or additions,  Sublessee shall
only be  required  to  submit  to  Sublessor  those  plans,  specifications  and
information also submitted to Landlord to secure its consent.  Nothing contained
herein shall relieve Sublessee from the obligation to obtain Landlord's  consent
with  respect to any such  alterations,  changes or additions as provided in the
Lease.

4.7 Except as otherwise  expressly provided herein, in order to enable Sublessor
to  comply  with the  Lease,  Sublessee  shall  perform  all  applicable  terms,
covenants and  conditions of the Lease at least seven (7) days prior to the date
for  compliance  provided  in the  Lease,  except  where the date of  compliance
provided  in the  Lease  is five (5)  days  then  Sublessee  shall  perform  all
applicable  terms,  covenants and conditions at least two (2) days prior to such
date for compliance. If Sublessee shall default in the performance of any of its
obligations  under  this  Sublease,  other  than its  obligation  to pay rent to
Sublessor,  Sublessor,  without being under any  obligation to do so and without
thereby  waiving such  default,  shall have the right,  upon  reasonable  notice
(except in an  emergency  or where  delay  could  result in a default  under the
Lease),  to cure such  default for the  account and at the expense of  Sublessee
without prior notice in the case of emergency and, in all other cases, upon five
(5) days'  written  notice by Sublessor to Sublessee.  Sublessor  shall have the
right to enter the  Premises  at such times as may be  reasonably  necessary  to
exercise its right to cure Sublessee's defaults as provided above.



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<PAGE>

4.8  Sublessee  shall  promptly  furnish  Sublessor  with  copies of all notices
relating to the  Premises  which  Sublessee  shall  receive from  Landlord,  and
Sublessor shall promptly  furnish  Sublessee with copies of all notices relating
to the Premises which Sublessor receives from Landlord.

4.9 Sublessee  agrees that in each  instance  where a provision of the Lease (as
incorporated by reference  herein) requires the consent or approval of Landlord,
whether  prior to  Sublessee  taking  any  action  or  otherwise,  it shall be a
condition  precedent  to the taking of such action or  otherwise  that the prior
written  consent or  approval of both  Landlord  and  Sublessor  shall have been
obtained.   Sublessee   agrees  that  Sublessor  shall  not  have  any  duty  or
responsibility  with  respect to  obtaining  the consent or approval of Landlord
when the same is  required,  other than (a) the  transmission  by  Sublessor  to
Landlord of Sublessee's request for such consent or approval and (b) Sublessor's
cooperation with Sublessee to obtain such approval or consent provided that such
cooperation does not require Sublessor to pay any sum or incur any expense or to
make any material performance or undertaking. Sublessor shall not be required to
give any consent or approval  provided for hereunder  because Landlord has given
consent or approval  with  respect to the same  matter.  Sublessor's  refusal to
consent  to or  approve  any matter or thing,  whenever  Sublessor's  consent or
approval is  required  hereunder,  shall be deemed  reasonable,  if,  Landlord's
consent is also so required  and  Landlord  has refused to give such  consent or
approval.

4.10  Wherever in the Lease a time is specified  within which the Landlord  must
(a) give notice or make a demand  following an event, (b) respond to any notice,
request,  or  demand  previously  given or made by the  tenant  thereunder,  (c)
exercise any right,  remedy, or option, or (d) comply with any obligation,  such
time is hereby  changed  (only for the purpose of this  Sublease) by adding five
(5) business days to the time set forth in the Lease.  The foregoing  provisions
are  intended to provide that notices may be given,  demands  made,  or any act,
condition or covenant  performed,  or any right,  remedy or option  exercised by
Sublessor within the time limits relating thereto contained in the Lease.

5.  NOTICES
    -------

All  notices,  requests,  demands,  letters,  waivers  and other  communications
required or  permitted to be given under this  Sublease  shall be deemed to have
been duly given if (a) delivered personally, (b) mailed, certified or registered
mail, return receipt  requested,  with postage prepaid,  (c) sent by next-day or
overnight  mail or delivery  or (d) sent by fax,  directed to the other party at
the address set forth below,  or to such other address as the party may indicate
by written  notice to the other  party.  All such  notices,  requests,  demands,
letters,  waivers and other communications shall be deemed to have been received
(i) if by  personal  delivery,  on the  day  after  such  delivery,  (ii)  if by
certified  or  registered  mail,  on the fifth  business  day after the  mailing
thereof,  (iii)  if by  next-day  or  overnight  mail  or  delivery,  on the day
delivered or (iv) if by fax, on the next day following the day on which such fax


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was sent,  provided that a copy if also sent by one of the other permitted means
of giving notice.

       If to Sublessor:            International Paper Company
                                   3 Paragon Drive
                                   Montvale, NJ 07645
                                   Attn:  Real Estate Division
                                   Fax No.:  (201) 307-4790

       If to Sublessee:            Simione Central
                                   _____________________________
                                   _____________________________
                                   Attn:  ______________________
                                   Fax No.: ____________________

Either party may, by notice in writing, direct that future notices or demands be
sent to a difference address.

6.   COVENANTS OF SUBLESSEE
     ----------------------

6.1  The Premises may be used only for the purposes specified in the Lease.

6.2 Sublessee agrees to indemnify and hold Sublessor,  its agents, employees and
officers,  and their  successors  and  assigns,  harmless  from and  against all
actions, claims, demands, judgments,  damages,  liabilities,  costs and expenses
whatsoever  (including,  without  limitation,  reasonable  attorneys'  fees  and
disbursements) arising out of any violation caused or suffered by Sublessee, its
agents,  servants,  employees  or  invitees,  of any of the terms,  covenants or
conditions of this  Sublease or the Lease,  to the extent  incorporated  by this
Sublease, or arising out of or incurred, from and after the Commencement Date of
this  Sublease on account of any acts or  omissions  of  Sublessee,  its agents,
contractors,  customers,  servants,  employees or invitees  occurring  in, on or
about  the  Premises.  In case any  action  or  proceeding  is  brought  against
Sublessor by reason of any of the above,  Sublessor  shall give  written  notice
thereof to  Sublessee,  and  Sublessee  shall  resist or defend  such  action by
counsel  reasonably  satisfactory  to  Sublessor at the sole cost and expense of
Sublessee. Sublessor shall cooperate in Sublessee's defense, at Sublessee's sole
cost and expense. If Sublessee fails to resist or defend the same, Sublessor may
do so or may,  after  notice to  Sublessee,  compromise  the same,  and, in such
event,  Sublessee  shall pay Sublessor as additional rent hereunder all payments
made by and  expenses  and  reasonable  attorneys'  fees  and  disbursements  of
Sublessor.  The  obligations  of  Sublessee  pursuant to this  paragraph 6 shall
survive the expiration or other termination of this Sublease.



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<PAGE>

7.  LANDLORD'S CONSENT
    ------------------

This  Sublease is subject to and  conditioned  upon the  written  consent of the
Landlord to this  Sublease.  In the event that Sublessor is unable to obtain the
consent  within  thirty  (30) days  after the  execution  and  delivery  of this
Sublease,  then either party,  by written  notice to the other given at any time
after said thirty (30) days (but no later than sixty (60) days) and prior to the
granting of such  consent,  may terminate and cancel this Sublease and thereupon
neither party shall have any further obligations hereunder.

8.  QUIET ENJOYMENT
    ---------------

Sublessor  covenants that  Sublessee,  on paying the rent and performing all the
terms,  covenants and  conditions of this  Sublease,  may peacefully and quietly
have,  hold and enjoy the  Premises  for the Term,  free from any  hindrance  by
Sublessor, but subject to the exceptions, reservations and conditions hereof.

9.  WAIVER OF SUBROGATION
    ---------------------

Each party agrees to use its best efforts to include in each of their  insurance
policies a waiver of the insurer's right of subrogation against the other party.
If such waiver shall not be, or shall cease to be, obtainable without additional
charge or at all,  the insured  party  shall so notify the other party  promptly
after  learning  thereof.  In such case,  if the other  party shall so elect and
shall pay the insurer's  additional charge therefor,  such waiver,  agreement or
permission shall be included in the policy, or the other party shall be named as
an additional insured in the policy.

10.  FURNITURE AND FURNISHINGS
     -------------------------

10.1 Sublessor  shall sell to Sublessee the existing  office  furniture and work
stations at $750.00 per unit as specified in Exhibit "C" attached hereto.

11.  BROKERAGE
     ---------

Sublessor and Sublessee each  represents that they have dealt with no other real
estate broker in connection with this  transaction  except Carter and Associates
(Sublessor's  Broker) and Ackerman & Co.  (Sublessee's  Broker),  and  Sublessor
agrees to pay a  commission  to the  Sublessor's  Broker  pursuant to a separate
agreement  between  them.  Sublessor's  Broker shall pay any  commission  due to
Sublessee's  Broker.  Each party hereto  agrees to indemnify  and save the other
harmless against any claims,  losses or damages resulting from any breach of its
representations hereunder.

12.  SUCCESSORS AND ASSIGNS
     ----------------------

This Sublease shall be binding upon, and inure to the benefit of, the successors
and assigns (to the extent permitted) of Sublessor and Sublessee.



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13.  IMPROVEMENT AND ARCHITECTURAL ALLOWANCE
     ---------------------------------------

Sublessor shall contribute an amount not to exceed One Hundred Eighteen Thousand
Two Hundred Twenty-Four and 00/100 ($118,224.00) towards Sublessee's renovations
of the Premises  (which shall  include but not be limited to  architectural  and
construction  management  fees).  The  above  amount  shall  include  Thirty-Six
Thousand Four Hundred Fifty-Two and 00/100 ($36,452.00) for Sublessee's purchase
of  furniture.  Sublessee  shall be paid in full  within  thirty (30) days after
receipt by  Sublessor  of:  (i)  evidence,  satisfactory  to  Sublessor,  of the
completion  of the  renovations;  (ii)  identification  of all  contractors  and
material  suppliers  who have  supplied  labor or materials in  connection  with
Sublessee's  work; (iii) invoices marked paid from all contractors and materials
suppliers  identified  pursuant to clause  (ii);  and (iv) lien waivers from all
contractors  and material  suppliers  identified in clause (ii).  Sublessee will
comply with the  provisions  of the Lease and  Landlord's  building  regulations
including,  but not limited to, the  execution  of lien  waivers by  Sublessee's
contractors.  Sublessor  shall  have no  obligation  to pay any  portion  of its
contribution  at any time that  Sublessee  is in default  under  this  Sublease.
Sublessee's  renovations  are subject to the approval of Landlord and  Sublessor
pursuant to the Lease, which consent shall not be unreasonably withheld.

14.  ENVIRONMENTAL MATTERS
     ---------------------

(a) Sublessee  represents,  warrants and covenants to Sublessor  that it and its
agents,  servants,  employees,  contractors and anyone acting on its behalf will
not use,  store,  generate or dispose of "Hazardous  Materials" (as  hereinafter
defined) in, on, under or about the  Premises.  Sublessee  shall give  Sublessor
prompt notice of the existence or discovery of the presence or  contamination of
the Premises  with  Hazardous  Materials.  In the event  Sublessee or any of its
agents, servants, employees, contractors or anyone acting on its behalf violates
the foregoing  provision,  Sublessee shall indemnify,  defend and hold Sublessor
harmless  from and  against  any and all  damages,  claims,  injuries,  cost and
liability arising therefrom or related thereto, including all costs of clean-up.
The clean-up and disposal of such Hazardous  Materials,  including  required air
monitoring and  documentation,  shall be performed by Sublessee at its sole cost
and expense and shall be  performed  in  accordance  with all  applicable  laws,
rules,  regulations and ordinances.  Sublessor shall have the right, but not the
obligation,  to review and monitor any such  clean-up and disposal by Sublessee.
Within  forty-five (45) days following the clean-up of any Hazardous  Materials,
Sublessee shall furnish to Sublessor  Hazardous  Materials manifests and records
which document transport and disposal of such material.

(b) As used  herein,  the  term  "Hazardous  Material(s)"  means  any  chemical,
substance  or  material  or  combination  thereof,  which  (i) is  defined  as a
hazardous  substance,  hazardous  material,  hazardous waste,  pollutant,  toxic
material,  or  contaminant  under any  Environmental  Law,  (ii) is a  petroleum
hydrocarbon,  including crude oil or any fraction thereof, (iii) is hazardous to
human  health or safety or the  environment  due to its  toxicity,  corrosivity,
flammability,  explosivity,  infectiousness,  radioactivity,  carcinogenicity or
reproductive toxicity, or (iv) is regulated pursuant to any Environmental Law.



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<PAGE>

15.  TERMINATION OF LEASE; SUBORDINATION; ATTORNMENT
     -----------------------------------------------

15.1 If for any reason the Lease is terminated  prior to the expiration  date of
this  Sublease,  this Sublease  shall be deemed to terminate  immediately  prior
thereto.  Sublessor  shall  have no  liability  to  Sublessee  by  reason of any
termination  of the Lease  unless  such  termination  was caused by a default of
Sublessor as tenant thereunder.

15.2 Sublessee acknowledges that this Sublease is subject and subordinate to the
Lease and, to the extent that the Lease is also subject and  subordinate  to the
below-described  instruments,  this Sublease shall be subject and subordinate to
all ground and underlying  leases and all mortgages which might now or hereafter
affect the Lease,  the leasehold  estate thereby created or the real property of
which the  Premises  form a part,  and to any and all  renewals,  modifications,
consolidations,  replacements and extensions  thereof.  Sublessor shall have the
right to modify the Lease without Sublessee's prior consent,  provided,  that if
the modification in question would materially  affect any right or obligation of
Sublessee  hereunder  or  would  materially  affect  the  Premises,   then  such
modification shall not be effective against Sublessee without  Sublessee's prior
written consent.

15.3 If the Lease should be  terminated  prior to the  expiration  date thereof,
then at the option of Landlord, Sublessee shall attorn to and recognize Landlord
as  Sublessee's  landlord  hereunder and Sublessee  shall  promptly  execute and
deliver any instrument  which  Landlord may reasonably  request to evidence such
attornment. In such event, Landlord shall not (i) be liable for any previous act
or  omission  of  Sublessor  hereunder,  (ii) be  subject  to any  offset  which
theretofore accrued,  (iii) be bound by any previous  modification hereof or any
previous prepayment of more than one (1) month's rent hereunder, without written
consent of Landlord in each case.

16.  ASSIGNMENT AND SUBLEASING
     -------------------------

Sublessee  shall  have no right to assign  this  Sublease  or sublet  all or any
portion of the  Premises,  or permit the same to be used by any person or entity
other than Sublessee.

17.  DEFAULT BY SUBLESSEE
     --------------------

(a) If Sublessee fails to perform any of the terms,  covenants and agreements of
this  Sublease,  including,  but not  limited to, the payment of any rent or any
additional  rent, or if any event of default as described in the tenant  default
sections of the Lease shall occur and such default  shall not have been remedied
within  five (5) days  after  written  notice  from  Landlord  or  Sublessor  (a
"Sublessee  Default"),  Sublessor,  in  addition to the  remedies  given in this
Sublease or under law or in equity, may do any one or more of the following:

          (i) terminate this Sublease,  at which time Sublessee  shall surrender
     the Premises to Sublessor;



                                       10
<PAGE>

          (ii) enter and take  possession of the Premises either with or without
     process of law and remove Sublessee, with or without having terminated this
     Sublease; and

          (iii) alter locks and other security devices at the Premises.

(b)  Sublessee  waives  any and all  claims for  damages  incurred  by reason of
Sublessor's  reentry,  repossession,  or alteration  of locks or other  security
devices  and for  damages  lawfully  incurred by reason  thereof.  If  Sublessor
terminates  this  Sublessee  or ends  Sublessee's  right to possess the Premises
because of a Sublessee  Default,  Sublessee shall be liable for any rent and any
additional  rent due  hereunder,  for the remainder of the term of this Sublease
had there been no Sublessee  Default,  as well as any and all costs  incurred by
Sublessor in enforcing its remedies hereunder.

(c)  Sublessee  hereby waives the service of any notice of intention to re-enter
or to institute  legal  proceedings  which may otherwise be required to be given
under any present or future law.  Sublessee,  on  Sublessee's  own behalf and on
behalf  of all  persons  claiming  through  or under  Sublessee,  including  all
creditors,  does further hereby waive any and all rights which Sublessee and all
such persons might  otherwise have under any present or future law to redeem the
Premises,  or to re-enter or repossess the Premises, or to restore the operation
of this Sublease, after (i) Sublessee shall have been dispossessed by a judgment
or by warrant of any court or judge, or (ii) any re-entry by Sublessor, or (iii)
any expiration or termination of this Sublease and the term hereof, whether such
dispossess,  re-entry, expiration or termination shall be by operation of law or
pursuant to the provisions of this Sublease.  The words  "re-enter",  "re-entry"
and  "re-entered"  as used in this Sublease shall not be deemed to be restricted
to their technical legal meanings. In the event of a breach or threatened breach
by Sublessee or any persons claiming  through or under  Sublessee,  of any term,
covenant or condition  of this  Sublease on  Sublessee's  part to be observed or
performed, Sublessor shall have the right to enjoin such breach and the right to
invoke  any other  remedy  allowed by law or in equity as if  re-entry,  summary
proceedings  and other  special  remedies were not provided in this Sublease for
such  breach.  The  right to  invoke  the  remedies  hereinbefore  set forth are
cumulative  and shall not  preclude  Sublessor  from  invoking  any other remedy
allowed at law or in equity. (d) No surrender of possession of the Premises,  or
any part thereof, or the surrender of the remaining term of this Sublease, shall
release  Sublessee from any of its  obligations  hereunder  unless  accepted and
agreed to by Sublessor in writing. The receipt and retention by Sublessor of any
rent or any additional rent due hereunder from anyone other than  Sublessee,  or
with  Sublessor's  knowledge of any breach of any covenant,  agreement,  term or
provision  shall  not be  deemed a waiver  of the  breach  by  Sublessee  of any
covenant,  agreement,  term or  provision of this  Sublease,  or as a release of
Sublessee  from the further  keeping,  observance or performance by Sublessee of
the covenants, agreements, terms, provisions and conditions of this Sublease.



                                       11
<PAGE>

18.  INSURANCE
     ---------

Sublessee shall, at its sole cost and expense,  obtain and keep in effect during
the term of this Sublease a policy of public  liability  insurance in accordance
with Article  9.3.2 of the Original  Lease which policy shall name  Landlord and
Sublessee as additional insureds.  Prior to the commencement of the term of this
Sublease,  Sublessee  shall provide to Sublessor  certificates  evidencing  such
insurance. Any such insurance required under this Sublease shall provide that it
cannot be cancelled nor the coverage  limits changed without first giving thirty
(30) days prior written notice to Landlord and Sublessor.  No such cancellation,
modification  or change  shall  affect  Sublessee's  obligation  to maintain the
insurance coverage required by this Sublease. Sublessee shall be responsible for
payment of any and all deductibles  from insured claims under its policies.  The
coverage  afforded under any insurance policy obtained by Sublessee  pursuant to
this Sublease  shall be primary  coverage  regardless of whether or not Landlord
and Sublessor have any similar coverage.  Sublessee shall not proceed under this
Sublease  until  evidence of such  insurance has been  delivered to Landlord and
Sublessor.  During the  performance  of this Sublease,  Sublessee  shall provide
Landlord and Sublessor,  within five (5) days after each renewal,  with evidence
of renewal of such insurance. Sublessee may not self-insure any of the insurance
coverage required by this Sublease without prior written consent of Landlord and
Sublessor.  The  maintenance  of such  insurance  shall not in any way limit the
liability of Sublessee to Landlord and Sublessor under the Sublease.

19.  INTEGRATION
     -----------

This  Sublease  contains  the entire  agreement  between  the  parties,  and any
agreement hereafter made shall be ineffective to change,  modify or discharge it
in whole or in part unless such  agreement is in writing and signed by the party
against whom enforcement of the change, modification or discharge is sought.

20.  MEMORANDUM OF LEASE
     -------------------

Neither  Sublessor  nor  Sublessee  shall execute or record a memorandum of this
Sublease without the consent of Sublessor and Landlord.

IN WITNESS  WHEREOF,  Sublessor and  Sublessee  have hereunto set their hands on
said day and year first above written.

WITNESS:                   INTERNATIONAL PAPER COMPANY


/s/ Allen J. Gordon        By:  /s/
-------------------             -------------------------------------


WITNESS:                   SIMIONE CENTRAL


/s/ Dennis Brauckman       By:  /s/ Kathryn B. McClellan
--------------------            -------------------------------------
                                SVP Corporate Relations




                                       12
<PAGE>




                                   EXHIBIT "A"
                                   -----------

                           Floor Plan of the Premises



                                       13
<PAGE>



                                   EXHIBIT "B"
                                   -----------

                    Lease Agreement dated December 29, 1995,
                  First Amendment to Lease dated March 6, 1996
                and Second Amendment to Lease dated June 3, 1996



                                       14
<PAGE>



                                   EXHIBIT "C"
                                   -----------

                            Furniture and Furnishings


46 - cubicles
6 - furnished office suites
86 - chairs
10 - bookshelves



                                       15


1350368

<PAGE>
International Paper
3585 Engineering Drive
Norcross, Georgia  30092


Re:  Sublease dated as of ______________ between ______________  ("Tenant"),  as
     sublandlord, and _______________ ("Subtenant"), as subtenant

Gentlemen:

     Metropolitan  Life Insurance  Company  ("Landlord")  hereby consents to the
subletting  of  approximately  _____  square feet of office  space (the  "Sublet
Space") in the building (the "Building") known as Technology Park and located at
3585 Engineering Drive, Norcross, Georgia by Tenant to Subtenant pursuant to the
referenced  sublease (the  "Sublease"),  a copy of which is annexed hereto,  and
further consents to the use and occupancy of the Sublet Space for general office
use and for no other  purpose such consent  being such to and upon the following
terms and conditions:

1.   Nothing  contained  herein  shall  operate  as a  consent  or  approval  or
     ratification  by Landlord to or of any of the provisions of the Sublease or
     as a  representation  or warranty by Landlord,  and  Landlord  shall not be
     bound or estopped in any way by the provisions of the Sublease.

2.   Nothing contained herein shall be construed to modify,  waive or affect (i)
     any of Tenant's  obligations  under the lease (the "Lease")  between Tenant
     and  Landlord  with  respect  to the  Sublet  Space or (ii) any  rights  or
     remedies of Landlord thereunder or otherwise.

3.   Nothing  contained herein shall be construed to waive any present or future
     breach or  default  on the part of Tenant  under the Lease or to enlarge or
     add to  Landlord's  obligations,  or  Tenant's  rights,  under the Lease or
     otherwise.  In case of any conflict  between any of the  provisions  of the
     Lease or this Consent and the provisions of the Sublease, the provisions of
     the Lease and this Consent shall prevail unaffected by the Sublease.


                                       1
<PAGE>


4.   Landlord's consent hereunder is not assignable or transferable to any other
     or further subletting or assignment.

5.   Neither the Sublease nor  Landlord's  consent  hereunder  shall  release or
     discharge  Tenant from any  liability or  obligation  under the Lease,  and
     Tenant shall remain liable and  responsible  for the full  performance  and
     observance  of all of the  provisions of the Lease on the part of Tenant to
     be performed or observed.  Any breach or violation of any  provision of the
     Lease  (whether by act or by omission)  by Subtenant  shall be deemed to be
     and shall  constitute and default by Tenant in fulfilling such  provisions,
     and, in such event, Landlord may exercise its rights and remedies under the
     Lease in the case of such a default.

6.   The  Sublease  may not be changed or  modified  without  the prior  written
     consent of Landlord  thereto in each  instance  and  Landlord  shall not be
     bound by any change or  modification to the Sublease made without the prior
     written consent of Landlord.

7.   Nothing herein shall be deemed to constitute the consent of the Landlord of
     any work, improvements,  changes,  alterations or additions to be performed
     in the  Sublet  Space by Tenant or  Subtenant  and any work,  improvements,
     changes,  alterations  or additions to be so performed  shall be subject to
     all of the terms, covenant, conditions and provisions of the Lease.


                             Metropolitan Life Insurance Company
                             By:  SSR Realty Advisors, Inc.,
                                     as investment advisor



                             By:____________________________
                                  Name:
                                  Title:



                                       2

1350369