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                                                                  Exhibit 10.25

                                 OFFICE LEASE
STATE OF TENNESSEE:
COUNTY OF WILLIAMSON:

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

                                 WITNESSETH:

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

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

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

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

         If Landlord, for any reason whatsoever, cannot deliver possession of
the Premises to Tenant on the Commencement Date, then this Lease shall not be
void or voidable, no obligation of Tenant shall be affected thereby, and
neither Landlord nor Landlord's agents shall be liable to Tenant for any loss
or damage resulting from the delay in delivery of possession; provided,
however, that in such event, the Commencement Date and Expiration Date of
this Lease, and all other dates that may be affected by their change, shall
be revised to conform to the date of Landlord's delivery of possession to
Tenant. The above, however, is subject to the provision that the period
permitted for the delay of delivery of possession of the Premises shall not
exceed sixty (60) days after the Commencement Date set forth in the first
sentence of this SECTION 2 (except that those delays beyond Landlord's
control, including, without limitation, those encompassed in the meaning of
the term "force majeure", or caused by Tenant (the "Delays") shall be
excluded in calculating such period). If Landlord does not deliver possession
to Tenant within such period, then Tenant may terminate this Lease by written
notice to Landlord; provided, that written notice shall be ineffective if
given after Tenant takes possession of any part of the Premises, or if given
more than one hundred (100) days after the original Commencement Date plus
the time of any Delays. Unless expressly otherwise provided herein, Rent (as
hereinafter defined) shall commence on the earlier of: (i) the Commencement
Date; (ii) occupancy of the Premises by Tenant; (iii) the date Landlord has
the Premises ready for occupancy by Tenant, as such date is adjusted under
the Workletter, if any, attached hereto; or (iv) the date Landlord could have
had the Premises ready had there been no Delays attributable to Tenant.
Unless the context otherwise so requires, the term "Rent" as used herein
includes both Base Rent and Additional Rent as set forth in Section 4.

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

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"Commencement Letter") prepared by Landlord and executed by Tenant.

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

    4. RENT. As used herein, the term "Rent" shall mean Base Rent (as
hereinafter defined) plus Additional Rent (as hereinafter defined). Tenant
shall pay to Landlord Rent, on or before the first day of each calendar month
during the Term, without previous demand or notice therefor by Landlord and
without set off or deduction; provided, however, if the Term commences on a
day other than the first day of a calendar month, then Rent for such month
shall be (i) prorated for the period between the Commencement Date and the
last day of the month in which the Commencement Date falls, and (ii) due and
payable on the Commencement Date. Notwithstanding anything contained herein
to the contrary, Tenant's obligation to pay Rent under this Lease is
completely separate and independent from any of Landlord's obligations under
this Lease. For each monthly Rent payment Landlord receives after the tenth
(10th) day of the month, Landlord shall be entitled to all remedies provided
under SECTIONS 13 and 14 below, and a late charge in the amount of five
percent (5%) of all Rent due for such month. If Landlord presents Tenant's
check to any bank and Tenant has insufficient funds to pay for such check,
then Landlord shall be entitled to all remedies provided under SECTIONS 13
and 14 below and a lawful bad check fee or five percent (5%) of the amount of
such check, whichever amount is less.

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

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

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

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

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

    5. SERVICES BY LANDLORD. Provided that Tenant is not then in default,
Landlord shall cause to be furnished to the Building, or as applicable, the
Premises, in common with other tenants, during business hours of 7:00 A.M. to
6:00 P.M. Monday through Friday and 8:00 A.M. to 12:00 P.M. on Saturday
(excluding National and State holidays), the following services; janitorial
services (five (5) days a week after normal working hours), water (if
available from city mains) for drinking, lavatory and toilet purposes,
operatorless elevator service and heating and air conditioning for the
reasonably comfortable use and occupancy of the Premises, provided heating
and cooling conforming to any governmental regulation prescribing
limitations thereon

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shall be deemed to comply with this service. Landlord shall furnish the
Premises with electricity for the maintenance of building standard
fluorescent lighting composed of 2' X 4' fixtures. Incandescent fixtures,
table lamps, all lighting other than the aforesaid building standard
fluorescent light, dimmers and all lighting controls other than controls for
the aforesaid building standard fluorescent lighting shall be serviced,
replaced and maintained at Tenant's expense. Landlord shall also furnish the
Premises with electricity for lighting for the aforesaid building standard
fluorescent lighting and for the operation of general office machines, such
as electric typewriters, desk top computers, word processing equipment,
dictating equipment, adding machines and calculators, and general service
non-production type office copy machines. Landlord shall have the right to
enter and inspect the Premises and all electrical devices therein from time
to time, provided that Landlord shall have no obligation to provide more than
five (5) watts per usable square foot of electricity serving the Premises.
Landlord must give Tenant reasonable notice before making such inspection,
and Landlord shall conduct such inspection in a manner and at a time which
shall not create a disruption to Tenant's business. Landlord reserves the
right to separately meter the Premises should Tenants use of electricity be
deemed excessive. After hours heating and air conditioning is available at a
charge of $30.00 per hour, per zone, with a minimum of one (1) hour per
occurrence. All additional costs resulting from Tenant's extraordinary usage
of heating, air conditioning or electricity shall be paid by Tenant upon
demand as Additional Rent for each month or portion thereof, and Tenant shall
not install equipment with unusual demands for any of the foregoing without
Landlord's prior written consent, which Landlord may withhold if it
determines that in its opinion such equipment may not be safely used in the
Premises or that electrical service is not adequate therefor. If heat
generating machines or equipment or other intensive activities shall be used
or carried on in the Premises by Tenant which affect the temperature
otherwise maintained by the heating and air conditioning system, Landlord
shall have the right to install supplemental air conditioning units in the
Premises and the cost thereof, including the cost of engineering and
installation, and the cost of operation and maintenance thereof, shall be
paid by Tenant upon demand by Landlord. Landlord shall further provide a
reasonable pro rata amount of unreserved free parking, in common with the
other tenants, for Tenant's employees and visitors. There shall be no
abatement or reduction of Rent by reason of any of the foregoing services not
being continuously provided to Tenant.

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

    6. TENANT'S ACCEPTANCE AND MAINTENANCE OF PREMISES; LANDLORD'S DUTIES AND
RIGHTS. Subject to the terms of the attached Workletter, if any, Tenant's
occupancy of the Premises is Tenant's representation to Landlord that Tenant
has examined and inspected the same, finds the Premises to be as represented
by Landlord and satisfactory for Tenant's intended use, and constitutes
Tenant's acceptance "as is" with the exception of latent defects which may
not be reasonably known to Tenant at the time. Landlord makes no
representation or warranty as to the condition of said Premises. During
Tenant's move-in, a representative of Tenant must be on-site with Tenant's
moving company to insure proper treatment of the Building and the Premises.
Elevators in multi-story office buildings must remain in use for the general
public during business hours as defined herein in SECTION 5. Any specialized
use of elevators must be coordinated with Landlord's property manager. Tenant
must properly dispose of all packing material and refuse in accordance with
the Rules and Regulations. Any damage or destruction to the Building or the
Premises due to moving will be the sole responsibility of Tenant. Tenant
shall deliver at the end of this Lease each and every part of the Premises in
good repair and condition, ordinary wear and tear and damage by insured
casualty excepted. The delivery of a key or other such tender of possession
of the Premises to Landlord or to an employee of Landlord shall not operate
as a termination of this Lease or a surrender of the Premises except upon
written notice by Landlord. Tenant shall: (i) keep the Premises and fixtures
in good order; (ii) make repairs and replacements to the Premises or Building
needed because of Tenant's misuse or primary negligence; (iii) repair and
replace special equipment or decorative treatments installed by or at
Tenant's request and that serve the Premises only, except if this Lease is
ended because of casualty loss or condemnation; and (iv) not commit waste.
Tenant, however, shall make no structural or interior alterations of the
Premises. If Tenant requires alterations, Tenant shall provide Landlord's

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managing agent with a complete set of construction drawings, and such agent
shall then determine the actual cost of the work to be done (to include a
construction supervision fee of five percent (5%) to be paid to Landlord's
managing agent). Tenant may then either agree to pay Landlord to have the
work done or withdraw its request for alterations. On termination of this
Lease or vacation of the Premises by Tenant, Tenant shall restore the
Premises, at Tenant's sole expense, to the same condition as existed at the
Commencement Date, ordinary wear and tear and damage by insured casualty only
excepted. Landlord, however, may elect to require Tenant to leave alterations
performed for Tenant unless at the time of such alterations Landlord agreed
in writing such alterations could be removed on the Expiration Date, upon the
termination of this Lease or upon Tenant's vacation of the Premises.

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

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

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

     7.  DAMAGES TO PREMISES. If the Premises shall be partially damaged by
fire or other casualty insured under Landlord's insurance policies, and if
Landlord's lender(s) shall permit insurance proceeds paid as a result thereof
to be so used, then upon receipt of the insurance proceeds, Landlord shall,
except as otherwise provided herein, promptly repair and restore the Premises
(exclusive of improvements made by Tenant, Tenant's trade fixtures,
decorations, signs, and contents) substantially to the condition thereof
immediately prior to such damage or destruction; limited, however, to the
extent of the insurance proceeds received by Landlord. If by reason of such
occurrence: (i) the Premises is rendered wholly untenantable; (ii) the
Premises is damaged in whole or in part as a result of a risk which is not
covered by Landlord's insurance policies; (iii) Landlord's lender does not
permit a sufficient amount of the insurance proceeds to be used for
restoration purposes; (iv) the Premises is damaged in whole or in part during
the last two years of the Term; or (v) the Building containing the Premises
is damaged (whether or not the Premises is damaged) to an extent of fifty
percent (50%) or more of the fair market value thereof, then Landlord may
elect either to repair the damage as aforesaid, or to cancel this Lease by
written notice of cancellation given to Tenant within sixty (60) days after
the date of such occurrence, and thereupon this Lease shall terminate. Tenant
shall vacate and surrender the Premises within thirty (30) days after receipt
of such notice of termination. In addition, Tenant may also terminate this
Lease by written notice given

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to Landlord at any time between the one hundred twenty-first (121st) and one
hundred thirty-sixth (136th) days after the occurrence of any such casualty,
if Landlord has failed to restore the damaged portions of the Building
(including the Premises) within one hundred twenty (120) days of such
casualty. However, if Landlord is prevented by Delays as defined in SECTION
2, from completing the restoration within said one hundred twenty (120) day
period, and if Landlord provides Tenant with written notice of the cause for
the Delays within fifteen (15) days after the occurrence thereof, such notice
to contain the reason for the Delays and a good faith estimate of the period
of the Delays caused thereby, then Landlord shall have an additional period
beyond said one hundred twenty (120) days, equal to the Delays in which to
restore the damaged areas of the Building; and Tenant may not elect to
terminate this Lease until said additional period required for completion has
expired with the Building not having been substantially restored. In such
case, Tenant's fifteen (15) day notice of termination period shall begin to
run upon the expiration of Landlord's additional period for restoration set
forth in the preceding sentence. Upon the termination of this Lease as
aforesaid, Tenant's liability for the Rent and other charges reserved
hereunder shall cease as of the effective date of the termination of this
Lease, subject, however, to the provisions (or abatement of Rent hereinafter
set forth.

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

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

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

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

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this SECTION 8, Tenant may assign or sublease part or all of the Premises
without Landlord's consent to: (i) any corporation or partnership that
controls, is controlled by, or is under common control with, Tenant; or (ii)
any corporation resulting from the merger or consolidation with Tenant or to
any entity that acquires all of Tenant's assets as a going concern of the
business that is being conducted on the Premises, as long as the assignee or
sublessee is a bona fide entity and assumes the obligations of Tenant, and
continues the same Permitted Use as provided under SECTION 3. However,
Landlord must be given prior written notice of any such assignment or
subletting, and failure to do so shall be a default hereunder. Landlord will
never consent to an assignment or sublease that might result in a use that
conflicts with the rights of an existing tenant under its lease.

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

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

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

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

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

    Prior to taking possession of the Premises, and annually thereafter,
Tenant shall deliver to Landlord certificates or other evidence of insurance
satisfactory to Landlord. All such policies shall be non-assessable and shall
contain language to the extent obtainable that: (i) any loss shall be payable
notwithstanding any act or negligence of Landlord or Tenant that might
otherwise result in forfeiture of the insurance, (ii) that the policies are
primary and non-contributing with any insurance that Landlord may carry, and
(iii) that the policies cannot be canceled, non-renewed, or coverage reduced
except after thirty (30) days' prior written notice to Landlord. If Tenant
fails to provide Landlord with such certificates or other evidence of
insurance coverage, Landlord may obtain such coverage and Tenant shall
reimburse the cost thereof on demand.

    Anything in this Lease to the contrary notwithstanding, Landlord hereby
releases and waives unto Tenant (including all partners, stockholders,
officers, directors, employees and agents thereof), its successors and
assigns, and Tenant hereby releases and waives unto Landlord (including all
partners, stockholders, officers, directors, employees and agents thereof),
its successors and assigns, all rights to claim damages for any injury, loss,
cost or damage to persons or to the Premises or any other casualty, as long
as the amount of which

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

    If such action is brought against Landlord, Tenant upon notice from
Landlord shall defend the same through counsel selected by Tenant's insurer,
or other counsel acceptable to Landlord. Tenant assumes all risk of damage or
loss to its property or injury or death to persons in, on, or about the
Premises, from all causes except those resulting from any act of gross
negligence by Landlord, or for which the law imposes liability on Landlord
regardless of any attempted waiver thereof, and Tenant hereby waives such
claims in respect thereof against Landlord. The provisions of this paragraph
shall survive the termination of this Lease.

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

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

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

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

                                       7

<PAGE>

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

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

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

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

                                       8


<PAGE>


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

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

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

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

     17.  EMINENT DOMAIN. If all of the Premises, or such part thereof as
will make the same unusable for the purposes contemplated by this Lease, be
taken under the power of eminent domain (or a conveyance in lieu thereof), then
this Lease shall terminate as of the date possession is taken by the
condemnor, and Rent shall be adjusted between Landlord and Tenant as of such
date. If only a portion of the Premises is taken and Tenant can continue use
of the remainder, then this Lease will not terminate, but Rent shall abate in
a just and proportionate amount to the loss of use occasioned by the taking.
Landlord shall be entitled to receive and retain the entire award for the
affected portion of the Building. Tenant shall have no right or claim to
advance any claim against Landlord for any part of any award made to or
received by Landlord for any taking and no right or claim for any alleged
value of the unexpired portion of this Lease, or its leasehold estate, or for
costs of removal, relocation, business interruption expense or any other
damages arising out of such taking. Tenant, however, shall not be prevented
from making a claim against the condemning party (but not against Landlord)
for any moving expenses, loss of profits, or taking of Tenants's personal
property (other than its leasehold estate) to which Tenant may be entitled.
Any such award shall not reduce the amount of the award otherwise payable to
Landlord, if any.

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

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

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


                                       10

<PAGE>

other obligations to be performed.

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

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

     RENT PAYMENT
     ADDRESS:           HIGHWOODS/TENNESSEE HOLDINGS, L.P.
                        P.O. Box 307310
                        Nashville, TN 37230
                        Tax ID# 56-1993393

     LEGAL NOTICE
     ADDRESS FOR
     LANDLORD:          HIGHWOODS/TENNESSEE HOLDINGS, L.P.
                        c/o Highwoods Properties, Inc.
                        Suite 600, 3100 Smoketree Court
                        Raleigh, North Carolina 27604
                        Attn: Manager, Lease Administration
                        Facsimile: 919-790-8749

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

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

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


                                       11
<PAGE>

(15) days in advance of it being effective.

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

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

     23.   RIGHT TO RELOCATE. INTENTIONALLY DELETED

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

     25.   ENVIRONMENTAL COMPLIANCE.

     (a)   TENANT'S RESPONSIBILITY. Tenant shall not (either with or without
negligence) cause or permit the escape, disposal or release of any
biologically active or other hazardous substances, or materials. Tenant shall
not allow the storage or use of such substances or materials in any manner
not sanctioned by law or in compliance with the highest standards prevailing
in the industry for the storage and use of such substances or materials, nor
allow to be brought into the Building any such materials or substances except
to use in the ordinary course of Tenant's business, and then only after
written notice is given to Landlord of the identity of such substances or
materials. Tenant covenants and agrees that the Premises will at all times
during its use or occupancy thereof be kept and maintained so as to comply
with all now existing or hereafter enacted or issued statutes, laws, rules,
ordinances, orders, permits and regulations of all state, federal, local and
other governmental and regulatory authorities, agencies and bodies applicable
to the Premises, pertaining to environmental matters or regulating,
prohibiting or otherwise having to do with asbestos and all other toxic,
radioactive, or hazardous wastes or material including, but not limited to,
the Federal Clean Air Act, the Federal Water Pollution Control Act, and the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as from time to time amended (all hereafter collectively called "Laws"). Tenant
shall execute affidavits, representations and the like, from time to time, at
Landlord's request, concerning Tenant's best knowledge and belief regarding
the presence of hazardous substances or materials on the Premises.

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

                                       12

<PAGE>

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

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

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

     (f) TENANT'S LIABILITY AFTER TERMINATION OF LEASE. The covenants
contained in this SECTION 25 shall survive the expiration or termination of
this Lease, and shall continue for so long as Landlord and its successors and
assigns may be subject to any expense, liability, charge, penalty, or
obligation against which Tenant has agreed to indemnify Landlord under this
SECTION 25.

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


                                       13
<PAGE>

     27. MISCELLANEOUS. Headings of sections are for convenience only and
shall not be considered in construing the meaning of the contents of such
section. The invalidity of any portion of this Lease shall not have any
effect on the balance hereof. Should Landlord institute any legal proceedings
against Tenant for breach of any provision herein contained, and prevail in
such action, Tenant shall be liable for the costs and expenses of Landlord,
including its reasonable attorneys' fees (at all tribunal levels). This Lease
shall be binding upon the respective parties hereto, and upon their heirs,
executors, successors and assigns. This Lease supersedes and cancels all
prior negotiations between the parties, and no changes shall be effective
unless in writing signed by both parties. Tenant acknowledges and agrees that
it has not relied upon any statements, representations, agreements or
warranties except those expressed in this Lease, and that this Lease contains
the entire agreement of the parties hereto with respect to the subject matter
hereof. Landlord may sell the Premises or the Building without affecting the
obligations of Tenant hereunder; upon the sale of the Premises or the
Building, Landlord shall be relieved of all responsibility for the Premises
and shall be released from any liability thereafter accruing under this
Lease. If any Security Deposit or prepaid Rent has been paid by Tenant,
Landlord may transfer the Security Deposit or prepaid Rent to Landlord's
successor and upon such transfer, Landlord shall be released from any
liability for return of the Security Deposit or prepaid Rent. This Lease may
not be recorded without Landlord's prior written consent which shall not be
unreasonably withheld, but Tenant agrees on request of Landlord to execute a
memorandum hereof for recording purposes. The singular shall include the
plural, and the masculine, feminine or neuter includes the other. If
Landlord, or its employees, officers, directors, stockholders or partners are
ordered to pay Tenant a money judgment because of Landlord's default under
this Lease, said money judgment may only be enforced against and satisfied
out of: (i) Landlord's interest in the Building in which the Premises are
located including the rental income and proceeds from sale; and (ii) any
insurance or condemnation proceeds received because of damage or condemnation
to, or of, said Building that are available for use by Landlord. No other
assets of Landlord or said other parties exculpated by the preceding sentence
shall be liable for, or subject to, any such money judgment. This Lease shall
be interpreted and enforced in accordance with the laws of the State of
Tennessee. If requested by Landlord, Tenant shall furnish appropriate legal
documentation evidencing the valid existence in good standing of Tenant, and
the authority of any person signing this Lease to act for the Tenant. If
Tenant signs as a corporation, each of the persons executing this Lease on
behalf of Tenant does hereby covenant and warrant that Tenant is a duly
authorized and existing corporation, that Tenant has and is qualified to do
business in the State of Tennessee, that the corporation has a full right and
authority to enter into this Lease and that each of the persons signing on
behalf of the corporation is authorized to do so. The submission of this
Lease to Tenant for review does not constitute a reservation of or option for
the Premises, and this Lease shall become effective as a contract only upon
the execution and delivery by both Landlord and Tenant. The date of execution
shall be entered on the top of the first page of this Lease by Landlord, and
shall be the date on which the last party signed the Lease, or as otherwise
may be specifically agreed by both parties. Such date, once inserted, shall
be established as the final day of ratification by all parties to this Lease,
and shall be the date for use throughout this Lease as the "Effective Date".

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


                                       14
<PAGE>

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

LANDLORD:

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

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


By:  __________________________________________

Title: Vice President

Date:__________________________________________


TENANT:

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


By: /s/ [ILLEGIBLE]
   --------------------------------------------

Title:   President & CEO
      -----------------------------------------

Date:   11/22/99
      -----------------------------------------


                                       15

<PAGE>

                                ADDENDUM

1. ADDITIONAL RENT - OPERATING EXPENSE PASS THROUGHS [BASE YEAR]. For the
calendar year commencing on January 1, 2001 and for each calendar year
thereafter, Tenant shall pay to Landlord as Additional Rent, in a lump sum,
Tenant's Proportionate Share of any increase in Operating Expenses (as
hereinafter defined) incurred by Landlord's operation or maintenance of the
Building during calendar year 2000 (the "Base Year"). For purposes of
calculating Tenant's Proportionate Share of real and personal property taxes,
Landlord shall use the Base Year or the year in which the Building and
improvements are completed and are fully assessed, whichever shall be
later. Tenant's Proportionate Share shall be calculated by dividing the
28,084 rentable square feet of the Premises by the 153,044 net rentable square
feet of the Building, which equals 17.043%. If during any calendar year the
occupancy of the rentable area of the Building is less than full, then
Operating Expenses (as hereinafter defined) will be adjusted for such
calendar year at a rate of 95% occupancy.

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

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

2. SPECIAL PROVISION TO CONSIDER RELOCATION. Provided Tenant is not in
default hereunder, both Landlord and Tenant may agree to terminate this
Lease, in which event Tenant will be required to relocate to space in another
building owned by Highwoods/Tennessee Holdings, L.P., provided, however, that
such space is available. Tenant's new rentable square footage shall be a
minimum of fifty percent (50%) larger than the existing Leased Premises under
this Lease, and provided further that Landlord and Tenant shall mutually
agree to the terms and conditions of a new lease, including, but not limited
to, Landlord's consideration for remaining lease term relative to the new
lease term, unamortized improvements and commissions, and other market
related conditions.

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

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

<PAGE>

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

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

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

<PAGE>

                    COOL SPRINGS @ 1 HIGHWOODS OFFICE PARK

                                   EXHIBIT A

SECOND LEVEL FLOOR PLAN

<PAGE>

                                 EXHIBIT-A-1

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

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

1. SPACE PLANNING, DESIGN AND WORKING DRAWINGS. On Tenant's behalf, Landlord
shall provide and designate architects and engineers, who, at Tenant's
expense, which expense shall be deducted from the Allowance (as hereinafter
defined), will do the following:

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

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

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

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

2.  ALLOWANCE. Landlord agrees, at its sole cost and expense to provide an
allowance of up to $21.00 per rentable square foot (for a total to be spent
by Tenant on buildout of $547,784.00), for all space planning and final
workshop drawings, engineer, install, supply and otherwise to construct the
Tenant Improvements in the Premises that will become a part of the Building
(the "Allowance"); otherwise, Tenant is fully responsible for the payment of
all costs in connection with the Tenant Improvements and all design costs.

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

4.  WORK AND MATERIALS AT TENANT'S EXPENSE

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

<PAGE>

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

5.  TENANT PLAN DELIVERY DATE

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

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

6.  SUBSTANTIAL COMPLETION

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

8.   REPAIRS AND CORRECTIONS. Landlord agrees to repair and correct any work
or materials installed by Landlord or its Contractor in the Premises that
prove defective as a result of faulty materials, equipment, or workmanship
and that first appear within ninety (90) days after the date of occupancy of
the Premises. Notwithstanding the foregoing, Landlord shall not be
responsible to repair or correct any defective work or materials installed by
Tenant or any contractor other than Landlord's Contractor, or any work or
materials that prove defective as a result of any act or omission of Tenant
or any of its employees, agents, invitees, licensees, subtenants, customers,
clients, or guests.

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

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

<PAGE>

                                   EXHIBIT B
                            RULES AND REGULATIONS


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

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

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

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

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

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

7.   HAZARDOUS MATERIALS. Tenant shall not use or permit to be brought into
the Premises or the Building any flammable oils or fluids, or any explosive
or other articles deemed hazardous to persons or property, or do or permit to
be done any act or thing which will invalidate, or which, if brought in,
would be in conflict with any insurance policy covering the Building or its
operation, or the Premises, or any part of either, and will not do or permit
to be done anything in or upon the Premises, or bring or keep anything
therein, which shall not comply with all rules, orders, regulations or
requirements of any organization, bureau, department or body having
jurisdiction with respect thereto (and Tenant shall at all times comply with
all such rules, orders, regulations or requirements), or which shall increase
the rate of insurance on the Building, its appurtenances, contents or operation.

8.   DEFACING PREMISES AND OVERLOADING. Tenant shall not place anything or
allow anything to be placed in the Premises near the glass of any door,
partition, wall or window that may be unsightly from outside the Premises.
Tenant shall not place or permit to be placed any article of any kind on any
window ledge or on the exterior walls; blinds, shades, awnings or other forms
of inside or outside window ventilators or similar devices shall not be
placed in or about, the outside windows in the Premises except to the extent
that the character, shape, color, material and make thereof is approved by
Landlord which such approval shall not be unreasonably withheld. Tenant shall
not do any painting or decorating in the Premises or install any floor
coverings in the Premises or make, paint, cut or drill into, or in any way
deface any part of the Premises or Building without in each instance
obtaining the prior written consent of Landlord which such consent shall not
be unreasonably withheld. Tenant shall not overload any floor or part thereof
in the Premises, or any facility in the Building or any public corridors or
elevators therein by bringing in or removing any large or heavy articles and
Landlord may direct and control the location of sales, [ILLEGIBLE]

<PAGE>

at its expense to supply whatever supplementary supports necessary to
properly distribute the weight.

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

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

11.   COMMUNICATIONS OR UTILITY CONNECTIONS. If Tenant desires signal, alarm
or other utility or similar service connections installed or changed, then
Tenant shall not install or change the same without the approval of Landlord,
and then only under direction of Landlord and at Tenant's expense. Tenant
shall not install in the Premises any equipment which requires a greater than
normal amount of electrical current for the permitted use without the advance
written consent of Landlord which such consent shall not be unreasonably
withheld. Tenant shall ascertain from Landlord the maximum amount of load or
demand for or use of electrical current which can safely be permitted in the
Premises, taking into account the capacity of the electric wiring in the
Building and the Premises and the needs of other tenants in the Building, and
shall not in any event connect a greater load than that which is safe.

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

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

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

                           [FIRST LEVEL FLOOR PLAN]

                                   EXHIBIT C