Exhibit 10.39

                               SUBLEASE AGREEMENT


     THIS SUBLEASE AGREEMENT (hereinafter referred to as this "Sublease"), dated
this 15th day of  January,  2000,  between  Simione  Central  Holdings,  Inc.  a
Delaware corporation (hereinafter referred to as the "Sublandlord", as successor
in interest to Simione  Central,  Inc.,  a Georgia  corporation)  and The Profit
Recovery Group USA, Inc., a Georgia corporation  (hereinafter referred to as the
"Subtenant").

WHEREAS,  Sublandlord  and Resurgens  Plaza South  Associates,  LP  (hereinafter
referred to as  "Landlord")  entered into that certain Lease dated  December 18,
1996  commencing  January 1, 1998, and ending on December 31, 2002  (hereinafter
referred to as the "Prime Lease"), and

WHEREAS,  Sublandlord  wishes to sublease  approximately  21,441 rentable square
feet on the 1st floor as shown on Exhibit "A" attached  hereto and  incorporated
herein by reference (hereinafter referred to as the "Premises"), in the building
located at 6600 Powers Ferry Road, Atlanta,  Georgia 30339 (hereinafter referred
to as "the Building").

WHEREAS,  Sublandlord  and  Subtenant  wish to enter into this  Sublease for the
occupancy by Subtenant of the Premises.

NOW,  THEREFORE,  for and in consideration of the rents herein agreed to be paid
and in  consideration  of the mutual  covenants and agreements  herein  recited,
Sublandlord hereby subleases the Premises to Subtenant upon the following terms:

1.   PROVISIONS CONSTITUTING SUBLEASE.

     1.1  This Sublease and all of  Subtenant's  rights  hereunder are expressly
          subject  and  subordinate  to the  terms and  conditions  of the Prime
          Lease,  which is  incorporated  herein by  reference  and is  attached
          hereto as Exhibit  "B" and  Sublandlord  shall  possess all rights and
          remedies  of the  Lessor  under the Prime  Lease  with  respect to the
          Subtenant,  and the Subtenant shall be responsible for and perform all
          of the obligations of the lessee under the Prime Lease with respect to
          the  Sublandlord,  except for the  payment of the Base Rent,  which is
          otherwise  provided in this Sublease.  Subtenant  hereby  acknowledges
          that it has received  copies of the Prime  Lease,  has read all of the
          terms and conditions thereof, and agrees to observe and perform all of
          the  terms  and  conditions  of the  Prime  Lease  to be  observed  or
          performed  by the  lessee  thereunder,  except  for the rent  provided
          therein.

     1.2  Subtenant  shall neither do nor permit anything to be done which would
          cause the Prime Lease to be  terminated  or forfeited or any claims to
          accrue  to the  benefit  of Prime  Landlord  by reason of any right of
          termination  or  forfeiture  reserved  by or vested in Prime  Landlord
          under the Prime Lease.  Subtenant shall indemnify and hold Sublandlord
          harmless  from  and  against  all  loss,  cost,   damage  or  expense,
          including,  but not  limited  to  attorney's  fees  and  court  costs,
          incurred  by  Sublandlord  by  reason  of any  default  on the part of
          Subtenant  by reason of which the  Prime  Lease may be  terminated  or
          forfeited.

     1.3  Notwithstanding  anything  to the  contrary in the Prime Lease or this
          Sublease,  Subtenant  hereby  acknowledges  that Subtenant  shall look
          solely  to  Landlord  for  the  performance  of all of the  Landlord's
          obligations  under the Prime Lease, and that Sublandlord  shall not be
          obligated to provide any  services to  Subtenant or otherwise  perform
          any  obligations  in connection  with this Sublease,  but  Sublandlord
          shall  exercise  its best  efforts to cause  Landlord to perform  such
          obligations.  Subtenant acknowledges that any termination of the Prime
          Lease will result in a termination of this Sublease and that Subtenant
          is subject to the  holding  over  provision  (Article  27 of the Prime
          Lease).

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2.   TERM.

     The  term of this  Sublease  (the  "Sublease  Term")  shall be for a period
     commencing  on the  later  of  January  15,  2001  or  the  date  by  which
     Sublandlord has completely vacated the Premises (hereinafter referred to as
     the  "Commencement  Date") and ending at  midnight  on  December  31,  2002
     (hereinafter   referred  to  as  the  "Expiration  Date"),   unless  sooner
     terminated  pursuant  to any  provision  herein or under the Prime Lease or
     this Sublease. Sublandlord and Subtenant shall execute a memorandum setting
     forth the actual date of commencement of the Term.

     2.1  Notwithstanding   the  foregoing,   Subtenant  shall  commence  rental
          payments on March 1, 2001, which is the Rent Commencement Date.

     2.2  DELAY  IN  COMMENCEMENT.  If  Sublandlord  shall  not  have  delivered
          possession  of the  Premises  by  February  15,  2001,  then  the Rent
          Commencement  Date shall be delayed 1 day for each day beyond the date
          herein listed.

     2.3  EARLY POSSESSION. In the event that Sublandlord shall permit Subtenant
          to occupy the  Premises  prior to the  Commencement  Date of the term,
          such  occupancy  shall be  subject  to all of the  provisions  of this
          Sublease. This early possession shall not advance the termination date
          of the Sublease.

3.   RENT.

     Subtenant  shall pay to Sublandlord  as Base Rent for the Premises  monthly
     installments  Twenty  Eight  Thousand  One  Hundred  Forty-One  and  31/100
     ($28,141.31)  dollars ($15.75 per rentable square foot), in advance, on the
     first day of each month for the term of this Sublease with the first rental
     payment due on the Rent Commencement Date.  Beginning on March 1, 2002, the
     Base Rent  shall be  automatically  increased  and  Subtenant  shall pay in
     monthly  installments  Twenty-Eight  Thousand Nine Hundred  Eighty-Five and
     55/100 ($28,985.55)  dollars (which is a three percent (3%) increase of the
     prior  Base Rent  amount) in advance on the first day of each month for the
     remainder of the Sublease Term. In addition to the above,  Subtenant  shall
     also pay to Sublandlord any and all additional rent,  proportionate  common
     operating  expenses,  and any other  sums due to  Landlord  under the Prime
     Lease during the Sublease Term. The Base Rent and any additional rent shall
     be prorated  for any portion of the  Sublease  Term which does not begin or
     end on the  first  or last  day of any  month  within  the  Sublease  Term.
     Notwithstanding  the  foregoing,  Sublandlord  shall not  declare a default
     hereunder based upon  Subtenant's  failure to pay rent or other charges due
     hereunder,  unless  such  failure  shall  continue  for five (5) days after
     delivery of written notice by Sublandlord to Subtenant of such failure.

4.   POSSESSION.

     Sublandlord and Subtenant both acknowledge and agree that Sublandlord shall
     deliver  possession  of the Premises in an "as-is"  condition,  including a
     raised floor computer room with supplemental HVAC, back-up power supply and
     diesel  generator  which are  Sublandlord's  fixtures,  and Subtenant shall
     return the Premises to Sublandlord  on the  Expiration  Date in broom clean
     condition,  reasonable  wear  and  tear and  approved  alterations  by both
     Sublandlord and Landlord excepted.  At the expiration of the Sublease term,
     Subtenant  may  purchase  the  above  fixtures  from  Sublandlord  at their
     respective  fair market value as of such date.  Sublandlord  and  Subtenant
     both acknowledge and agree that  Sublandlord  makes no  representations  or
     warranties  about the suitability of the Premises for Subtenant's  intended
     use and that Subtenant acknowledges and agrees that its use of the Premises
     is subject to the Prime Lease. IF the Prime Lease terminates, this Sublease
     shall also terminate and the Sublandlord and Subtenant shall be relieved of
     any further liability or obligation under this Sublease, provided, however,
     that if the Prime  Lease  terminates  as a result of a default or breach by


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<PAGE>

     Subtenant   under  this  Sublease,   then  Subtenant  shall  be  liable  to
     Sublandlord for any damages,  cost or expenses incurred by Sublandlord as a
     result of such breach.

5.   INSURANCE AND INDEMNITIES.

     Subtenant  hereby agrees to indemnify and hold Sublandlord  harmless,  with
     regard  to the  leasing  and  use of  Premises,  to the  same  extent  that
     Sublandlord  is required  to  indemnify  and hold  Landlord  harmless  with
     respect to the Premises.  Likewise,  Subtenant  hereby agrees to obtain and
     provide evidence satisfactory to Sublandlord, on or before the date of this
     Sublease,  that Subtenant is carrying  insurance in the same amounts and of
     the same types  required  to be carried by  Sublandlord  with regard to the
     Premises.

     Sublandlord  and Subtenant shall each include in all policies of commercial
     property  insurance  and other  insurance  required  under the Prime Lease,
     obtained by them  covering  the  Premises,  the  Building  and the contents
     therein,  a waiver by the insurer of all right or  subrogation  against the
     other in connection  with any loss or damage thereby insured  against.  Any
     additional premium for such waiver shall be paid by the primary insured. To
     the full extent permitted by law,  Sublandlord and Subtenant each waive all
     right to recovery  against  the other for,  and agrees to release the other
     from  liability  for,  loss or damage to the extent  such loss or damage is
     covered by valid and  collectible  insurance  in effect at the time of such
     loss or  damage  or  would  be  covered  by the  insurance  required  to be
     maintained under this Sublease by the party seeking recovery.

6.   ALTERATIONS.

     In  the  event  that  Subtenant  requires  alterations  to be  made  to the
     Premises,  Subtenant  shall submit its proposed  changes to Sublandlord for
     its  written  consent,  which  consent  may not be  unreasonably  withheld.
     Subtenant shall also obtain the written consent of Landlord.

7.   BROKER.

     In this  transaction,  Sublandlord has been  represented by Ackerman & Co.,
     and Subtenant has been represented by Carter & Associates.  All commissions
     owed in this  transaction  will be paid by  Sublandlord  pursuant to and in
     accordance with the terms of a separate  commission  agreement.  Except for
     the  foregoing,  neither  Subtenant  nor  Sublandlord  has used any broker,
     agent,  or other person in the  negotiations  for and  procurement  of this
     Sublease and that except as may be set forth herein,  no commissions,  fees
     or compensation  of any kind are due and payable in connection  herewith to
     any broker,  agent,  or other person as a result of any act or agreement of
     such  party.  Each  party  through  which  such a claim  arises  agrees  to
     indemnify  and hold the other  harmless from all loss,  liability,  damage,
     claim,  cost or expense  (including  reasonable  attorneys'  fees and court
     costs) suffered or incurred as a result of a breach of the  representations
     and warranties contained in the immediately preceding sentence.

8.   DEFAULT.

     Any act or omission by Subtenant that would  constitute a default under the
     Prime Lease shall,  subject to the same notice and cure provisions provided
     in the Prime Lease,  whichever may apply,  be deemed a default by Subtenant
     under  this  Sublease.   Any  such  default  by  Subtenant   shall  entitle
     Sublandlord  to exercise any and all remedies  available to Landlord  under
     the Prime  Lease,  including,  without  limitation,  the  right to  recover
     possession  of the  Premises,  and to eject the  Subtenant and its property
     therefrom,  whichever may apply, or any other remedies  available at law or
     in equity under the laws of the State of Georgia.



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<PAGE>

9.   SUBLEASING AND ASSIGNMENT.

     Subtenant  shall have no  further  right to  sublease  or assign its rights
     under this  Sublease  or its rights  with  regard to all or any part of the
     Premises  without  (i) the prior  written  consent  of  Sublandlord,  which
     consent  may not  unreasonably  be  withheld;  and (ii) the  prior  written
     consent of  Landlord,  the  granting  of such  consent  being  governed  in
     accordance with the terms of the Prime Lease.

10.  NOTICES.

     Notices by  Sublandlord  and Subtenant  shall be given to each other in the
     same manner provided by the Prime Lease:

            Sublandlord:            Simione Central Holdings, Inc.
                                    _____________________________
                                    _____________________________
                                    Attention: Kathie McClellan


             Subtenant:             The Profit Recovery Group USA, Inc.
                                    Suite 100-North
                                    2300 Windy Ridge Parkway
                                    Atlanta, GA  30339
                                    Attention: Clinton McKellar, Jr., Esq.

     (b)  Sublandlord  agrees  to  provide,  in a timely  manner,  copies of any
     notices it receives from the Prime Landlord with respect to the Premises.

11.  CONTINGENCY.

     This  Sublease is  expressly  contingent  upon  Sublandlord  obtaining  the
     consent  of  Landlord.  If  Sublandlord  has not been able to  obtain  such
     consent by March 1, 2001,  either  party may  terminate  this  Sublease and
     neither party shall have any further  rights,  duties or liabilities to the
     other party.

     If at any time after 15, 2001, Sublandlord has failed to deliver possession
     of the Premises to Subtenant due to  Landlord's  failure to consent to this
     Sublease, Sublandlord may give written notice to Subtenant of Sublandlord's
     intention to cancel this Sublease. Said notice shall set forth an effective
     date for such  cancellation  which shall be the next day after  delivery of
     said notice to Sublessor;  whereupon  this Sublease  shall be canceled,  in
     which case all rent and security  deposits  previously paid by Subtenant to
     Sublandlord,  if any,  shall be returned to Subtenant,  this Sublease shall
     thereafter be of no further force or effect,  and Sublandlord shall have no
     further liability to Subtenant on account of such delay or cancellation.

12.  QUIET ENJOYMENT.

     Sublandlord  covenants and agrees with Subtenant that upon Subtenant paying
     the Rent and  Additional  Rent  reserved in this Sublease and observing and
     performing all of the other obligations, terms, covenants and conditions of
     this Sublease on Subtenant's  part to be observed and performed,  Subtenant
     may  peaceably and quietly  enjoy the Premises  during the Term;  provided,
     however, that this Sublease shall automatically  terminate upon termination
     of the Prime Lease,  and Subtenant shall have no claim against  Sublandlord
     unless such  termination  was caused by the default of  Sublandlord  in the
     performance of those material  obligations under the Prime Lease which have


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<PAGE>

     not been assumed by Subtenant  hereunder.  Sublandlord  covenants  and that
     Sublandlord  will not  enter  into a  consensual  agreement  with the Prime
     Landlord to terminate the Prime Lease.

     Sublandlord  shall  neither do nor permit  anything  to be done which would
     cause the Prime Lease to be terminated or forfeited or any claims to accrue
     to the benefit of Prime  Landlord by reason of any right of  termination or
     forfeiture  reserved by or vested in Prime  Landlord under the Prime Lease.
     Sublandlord  shall  indemnify and hold Subtenant  harmless from and against
     all loss, cost, damage or expense, including, but not limited to attorney's
     fees and court costs, incurred by Subtenant by reason of any default on the
     part of Sublandlord by reason of which the Prime Lease may be terminated or
     forfeited.

12.  CONFLICT.

     In the event of a conflict between the terms of this Sublease and the terms
     of the Prime Lease,  the terms of this  Sublease  shall  prevail as between
     Sublandlord and Subtenant.

13.  LAWS OF GEORGIA.

     Sublandlord  and Subtenant both agree that this Sublease shall be construed
     and governed under the laws of the State of Georgia.

14.  HOLDING OVER.

     Subject to the  subsections  (i) and (ii) below,  if for any reason,  other
     than as a result of the breach or fault of Subtenant,  Sublandlord does not
     deliver possession to Subtenant on the Commencement Date, Sublandlord shall
     not be subject to any  liability  for such failure,  the  Termination  Date
     shall not be extended by the delay and the validity of this Sublease  shall
     not be  impaired,  but rent  shall  abate  until  delivery  of  possession.
     Notwithstanding the foregoing,

     (i)  If  Sublandlord  has failed to deliver  possession  of the Premises to
          Subtenant on or before  February 1, 2001,  Subtenant shall be entitled
          to one (1) day of  "free  rent"  for each day  during  the Term  after
          February 1, 2001 until February 28, 2001; and


     (ii) If  Sublandlord  has failed to deliver  possession  of the Premises to
          Subtenant on or before March 1, 2001,  Sublandlord shall pay Subtenant
          liquidated  damages in the amount equal to one hundred  percent (100%)
          of Subtenant's rent  obligations  under its existing lease for certain
          property  located at 3200 Windy  Hill Road,  Suite 400 West,  Atlanta,
          Cobb County,  Georgia 30339. Such amounts shall constitute  liquidated
          damages  for  Sublandlord's  delay in  delivering  the  Premises.  The
          parties  acknowledge that  Subtenant's  actual damages in the event of
          such delay by Sublandlord will exceed such amounts and be difficult or
          impossible to ascertain,  and that such liquidated  damages  represent
          the parties'  best  estimate of such  damages.  The parties  expressly
          acknowledge  that the foregoing  liquidated  damages,  as permitted by
          O.C.G.A. ss. 13-6-7, in the event of Sublandlord's delay in delivering
          possession of the Premises.  Such liquidated damages shall be the sole
          and  exclusive  remedy  of  Subtenant  by  reason  of  such  delay  by
          Sublandlord  under this  Sublease,  and  Subtenant  hereby  waives and
          releases any right to sue Sublandlord  for damages  occasioned by such
          delay or to prove that Subtenant's actual damages for delay exceed the
          amount which is herein  provided  Subtenant as liquidated  damages for
          delay.



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<PAGE>

     In lieu of the  foregoing  remedies,  at any time after  February 15, 2001,
Sublandlord  fails to deliver the  Premises  to  Subtenant,  Subtenant  may give
written notice to Sublandlord of Subtenant's  intention to cancel this Sublease.
Said notice shall set forth an effective date for such cancellation  which shall
be the next day after  delivery of said  notice to  Sulandlord;  whereupon  this
Sublease  shall be  canceled,  in which  case  all  rent and  security  deposits
previously  paid by  Subtenant  to  Sublandlord,  if any,  shall be  returned to
Subtenant,  this Sublease shall thereafter be of no further force or effect, and
Sublandlord  shall have no further  liability  to  Subtenant  on account of such
delay or cancellation.

     If Sublandlord  permits  Subtenant to take possession of the Premises prior
to  the  Commencement   Date,  such  early  possession  shall  not  advance  the
Termination  Date and  shall be  subject  to the  provisions  of this  Sublease,
excluding the obligations regarding payment of rent.

14.  MISCELLANEOUS.

     This Sublease  constitutes  the entire  agreement  between  Sublandlord and
     Subtenant  with  respect  to the  subject  matter  hereof,  and  all  prior
     negotiations,  understandings,  arrangements  and agreement with respect to
     the Sublease of the Premises are hereby  superseded  by this  Sublease.  No
     modification of this Sublease shall be effective except on the execution by
     the parties hereto of a written amendment to this Sublease.  If any clause,
     section, or part of this Sublease shall be subsequently declared invalid by
     any court of competent  jurisdiction,  then the  remainder of this Sublease
     Agreement shall remain in full force and effect.


                             SUBLANDLORD:

                             SIMIONE CENTRAL HOLDINGS, INC.

                             By:    /s/ Kathryn B. McClellan
                                    --------------------------------------------
                             Name:  Kathryn B. McClellan
                             Title: SVP Corporate Relations

                                           (Corporate Seal)

                             SUBTENANT:

                             THE PROFIT RECOVERY GROUP USA, INC.

                             By:    /s/ Donald E. Ellis, Jr.
                                    --------------------------------------------
                             Name:  Donald E. Ellis, Jr.
                             Title: Exec. VP & CFO

                                           (Corporate Seal)




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<PAGE>



                              SUBLEASE EXHIBIT "A"

                         [INSERT FLOOR PLAN OF PREMISES]





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<PAGE>




                              SUBLEASE EXHIBIT "B"

                          [INSERT COPY OF PRIME LEASE]





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