<PAGE>
                                                                   EXHIBIT 10.16

                             THIRD LEASE AMENDMENT

     This Lease Amendment is made and entered into on this the 15th day of
June, 1998, by and between Park Medical Associates, (Lessor) and Mecklenburg
Medical Group, Inc. (Lessee).

                              W I T N E S S E T H

     This Agreement amends a certain Office Lease (the Lease) dated May 16,
1988, First Amendment dated March 21, 1989 and Second Amendment dated April 30,
1996, between Lessor and Lessee as is hereinafter set forth.

     WHEREAS, the parties wish to amend the Lease as is hereinafter set forth.

     NOW, THEREFORE, the parties hereby agree, effective June 1, 1998, to amend
the Lease as follows:

     1. TO INCREASE RENTABLE SQUARE FOOTAGE BY 2,344 SQUARE FEET TO INCLUDE
        SUITE 203. TOTAL RENTABLE SQUARE FOOTAGE TO BE 10,019.

     2. DELIVERY DATE FOR SUITE 203 SHALL BE JUNE 1, 1998.

     3. EFFECTIVE JUNE 1, 1998 NEW MONTHLY RENTAL WILL BE $19,543.27. THE
        MONTHLY RENTAL AMOUNT INCLUDES BASE RENT AND BASE OPERATING COST. PLEASE
        REFER TO SECTION 3 ON PAGE 2 OF THE ORIGINAL LEASE DOCUMENT FOR
        CLARIFICATION.

     4. TO EXTEND LEASE AN ADDITIONAL FIVE (5) YEARS. NEW EXPIRATION DATE TO BE
        FEBRUARY 28, 2004.

     5. LESSOR AND LESSEE AGREE THAT THIS LEASE MAY BE EXTENDED AT THE OPTION OF
        THE LESSEE FOR ONE (1) ADDITIONAL FIVE (5) YEAR TERM UPON THE SAME
        CONDITIONS AS THE ORIGINAL LEASE EXCEPT THAT THE RENTAL RATE SHALL BE
        ADJUSTED TO THE THEN PREVAILING MARKET RATE AT EACH RENEWAL PERIOD, BUT
        IN NO CASE WILL THE RENT BE LESS THAN OR MORE THAN THE THEN FAIR MARKET
        RENTAL AND AGREEABLE BY BOTH PARTIES.

     6. IF LESSEE SHALL DESIRE TO EXERCISE ITS OPTION AS TO SUCH RENEWAL TERM,
        IT SHALL GIVE LESSOR WRITTEN NOTICE OF SUCH INTENTION NOT LESS THAN 90
        DAYS PRIOR TO THE EXPIRATION OF THE THEN CURRENT TERM. IF LESSEE SHALL
        FAIL TO GIVE ANY SUCH NOTICE WITHIN SUCH TIME PERIOD, ALL ITS RIGHTS
        UNDER PARAGRAPH 5 SHALL THEREUPON TERMINATE AND THE TERM OF THIS LEASE
        SHALL END AT THE END OF THE THEN CURRENT TERM.

<PAGE>
          7.   EFFECTIVE JANUARY 1, 1999 RENTAL AMOUNT WILL REDUCE TO $22.50/RSF
               OR $225,427.50 ANNUALLY, TO BE MADE IN MONTHLY PAYMENTS OF
               $18,785.63. THE MONTHLY RENTAL AMOUNT INCLUDES BASE RENT AND
               BASE OPERATING COST. PLEASE REFER TO SECTION 3 ON PAGE 2 OF THE
               ORIGINAL LEASE DOCUMENT FOR CLARIFICATION.

     EXCEPT AS EXPRESSLY AMENDED by this Third Amendment, the Lease, as amended
by the First Amendment and the Second Amendment, shall remain in full force and
effect.

     IN CONSIDERATION WHEREOF, the parties hereto have executed this Amendment
on the day and year first above written.


WITNESS:



/s/ [Signature Illegible]                /s/ [Signature Illegible]
-------------------------           By: -------------------------------
Secretary                           Lessee: Mecklenburg Medical Group, Inc.


WITNESS/ATTEST:



/s/ [Signature Illegible]                /s/ Diane B. Rivers
-------------------------           By: -------------------------------
                                    Lessor: Park Medical Associates



<PAGE>
                             SECOND LEASE AMENDMENT

     This Lease Amendment is made and entered into on this the 30th day of
April, 1996, by and between Park Medical Associates, (Lessor) and Mecklenburg
Medical Group, (Lessee).

                              W I T N E S S E T H

     This Agreement amends a certain Office Lease (the Lease) dated May 16,
1988, and certain First Lease Amendment dated March 21, 1989, between Lessor
and Lessee as is hereinafter set forth.

     WHEREAS, the parties wish to amend the Lease as is hereinafter set forth.

     NOW, THEREFORE, the parties hereby agree, effective April 30, 1996, to
amend the Lease as follows:

     1. TO INCREASE RENTABLE SQUARE FOOTAGE TO 7,675 TO INCLUDE SUITE 206.

     2. DELIVERY DATE FOR SUITE 206 SHALL BE MAY 15, 1996.

     NOTWITHSTANDING ANY OF THE ABOVE, all of the terms and conditions of the
original lease shall remain the same.

     IN CONSIDERATION WHEREOF, the parties hereto have executed this Amendment
on the day and year first above written.

WITNESS:

/s/ [Signature Illegible]               By: /s/ Charles M. Evans
--------------------------------        ---------------------------------------
                                        Lessee: Mecklenburg Medical Group


WITNESS/ATTEST:

/s/ [Signature Illegible]               By: /s/ Diane B. Rivers
--------------------------------        ---------------------------------------
                                        Lessor: Park Medical Associates

<PAGE>
                             PARK - 51 MEDICAL PARK

STATE OF NORTH CAROLINA                                     OFFICE LEASE
                                                                AND
COUNTY OF MECKLENBURG                                     GUARANTY AGREEMENT

     THIS OFFICE LEASE AND GUARANTY AGREEMENT, made and entered into this 16th
day of May, 1988, by and between PARK-51 ASSOCIATES, a North Carolina general
partnership, with an office in Charlotte, North Carolina, (hereinafter called
the "Lessor"), party of the first part, and Mecklenburg Medical Group, P.A.,
(hereinafter called the "Lessee"), party of the second part:

                                  WITNESSETH:

     In consideration of the rental to be paid to the Lessor by the Lessee, as
hereinafter provided, and of the covenants and agreements upon the part of the
Lessor and the Lessee to be kept and performed, the Lessor hereby demises and
leases to the Lessee, and the Lessee hereby leases and takes from the Lessor
the second floor known as Suite Number ________ and shown on the Floor Plan
attached hereto as Exhibit A and by reference made a part hereof (hereinafter
called the "Leased Premises") located in the office building to be designed and
constructed near the intersection of the public right-of-way of North Carolina
Highway No. 51 and the public right-of-way of Willow Ridge Road, in Charlotte,
North Carolina. Lessor shall, prior to delivery of possession to Lessee,
install in the Leased Premises the improvements described in Exhibit B attached
hereto. Lessor has made no representation or promises with respect to the
Leased Premises, the common area or this Office Lease and Guaranty Agreement
except as set forth herein.

     1.   Term of Lease. The term hereof shall begin on the 1st day of March,
          1989, and shall end at 12:00 midnight on the 28th day of February,
          1999.

     2.   Rent Commencement and Determination of Exact Area.

          2.1  The Lessee shall not be required to take possession of the
Leased Premises prior to March 1, 1989. If, for any reason, the Lessor fails to
deliver the Leased Premises to Lessee for possession on March 1, 1989, this
lease shall remain in full force and effect and rent shall commence on the Rent
Commencement Date.

<PAGE>
     2.2  The Rent Commencement Date shall be no earlier than the date on which
(1) a temporary or final certificate of occupancy for the premises has been
issued by the appropriate governmental authorities having jurisdiction; (2)
elevators, plumbing, heating and electrical facilities shall have been
substantially completed to such extent that appropriate service to be rendered
through such facilities can be supplied; and (3) the entrance and lobby of the
building shall have been substantially completed as a means of ingress and
egress in no manner substantially interfered with by any scaffolding, building
materials, or other articles. Except as provided below, the Rent Commencement
Date shall be the earlier of (i) the expiration of ninety (90) days after Lessee
has been given possession of the Leased Premises for purposes of commencing the
tenant improvements and decorating, or (ii) the day Lessee is open for business.
A contractor and architect selected by Lessor shall make the tenant
improvements. In the event there is a delay in completing tenant improvements
beyond ninety (90) days which is caused by the contractor, the Rent Commencement
Date shall be extended until such date as the improvements are completed. A
delay resulting solely from the unavailability of, or delay in, delivery of
tenant upfittings specifically selected by Lessee shall not be deemed a delay
caused by the contractor.

     2.3  The portion of the Leased Premises actually to be upfitted and
occupied by Lessee (the "occupied premises") shall be determined by final
architectural drawings (which shall be prepared in consultation with Lessor and
Lessee) delivered to Lessor and Lessee at least ninety (90) days before the
anticipated Rent Commencement Date. Any remaining portion of the Leased Premises
not to be occupied by the Lessee (the "unoccupied premises") may be assigned or
sublet by the Lessee in conformity with Section No. 21 of this Lease. Lessor
agrees to offer reasonable assistance to the Lessee in assigning or subletting
the unoccupied premises, including referring inquiries to Lessee, meeting with
prospective tenants and providing information concerning the unoccupied
premises. The Lessee acknowledges that the unoccupied premises of other lessees
may be assigned or sublet before Lessee's unoccupied premises are assigned or
sublet. Nothing herein continued shall be deemed to limit or quality Lessee's
obligatio to pay rent on the occupied and unoccupied premises for the full term
of this Lease, unless modified pursuant to Section 21 of this Lease.

     3.   Rent

     3.1  The Lessee shall pay the Lessor, at the Lessor's office or at such
other place as the Lessor may, from time to time designate in writing, base
rental, as described herein, and adjusted rental, an described herein,
(collectively referred to from time to time, as "Rent") during the lease term as
follows:

        a.   Base Rent.     Beginning with the Rent Commencement Date, and
continuing for the full term of this Lease, the Base Rent shall be an amount of
Eighteen and 50/100ths Dollars ($18.50) per square foot of Leased Premises per
year, one-twelfth (1/12) of which shall be paid in advance on the

                                       2
<PAGE>
first day of each month and shall be prorated for any portion of a month at the
beginning or end of the lease term. Of said Base Rent, an amount of Four and
40/100ths Dollars ($4.40) per square foot of net rentable space shall constitute
a Base Operating Expense (the "Base Operating Expense").

          b. Late Charge. A five percent (5)% late charge will be paid by
Lessee on all rents not received by Lessor on or before the 10th day of each
month.

          c. Adjusted Rent. In addition to the foregoing Base Rent, Lessee
shall pay, as additional rent, such amount as may be necessary to reimburse the
Lessor for the Lessee's share in any increase in Operating Expenses over the
Base Operating Expense as hereinbefore defined, for each year of the lease term
(the "Adjusted Rent"). The Adjusted Rent shall be paid on or before ten (10)
days after receipt of notice of the amount of the Adjusted Rent from the Lessor
and shall be that percentage of the increase in Operating Expenses that the
total space rented by the Lessee if of the total net rentable space in the
building (currently anticipated to be 37,200 square feet). At the option of the
Lessor, Lessee may be billed monthly for one-twelfth (1/12) of the Adjusted
Rent, as estimated by Lessor on a calendar year projection basis. In the event
Lessee's share of the actual Adjusted Rent is less than the estimated Adjusted
Rent payments collected by Lessor from Lessee, Lessor shall credit the
difference to future payments of Lessee's Adjusted Rent. In the event Lessee's
share of the actual Adjusted Rent is more than the estimated Adjusted Rent
payments collected by Lessor from Lessee, Lessee shall pay Lessor for any
difference within ten (10) days after receipt of a bill for the amount of such
difference.

          d. Operating Expenses. The term "Operating Expenses" shall include
all normal costs of operation and maintenance of the building, Leased Premises
and common areas, including, but not limited to, all ad valorem taxes, premiums
for insurance, management costs, utility and ventilation charges, building and
parking lot security expense, parking lot maintenance, snow removal, janitorial
and routine maintenance expenses and general tenant costs, but shall not
include depreciation and the cost of capital improvements. On each Adjustment
Date, or within one-hundred-twenty (120) days thereafter, the Operating
Expenses for the most recently ended calendar year shall be computed and then
compared with the Operating Expenses for the Base Year, then the Lessor shall
notify the lessee of Lessee's proportionate share of the increased Operating
Expenses and shall furnish to the Lessee a statement of Operating Expenses for
the previous year. Within thirty (30) days following receipt of such notice and
request for reimbursement of increased operating expenses. Lessee shall pay
Lessor the billed amount in full. As used herein, the term "proportionate
share" shall be defined to mean a fraction, the numerator of which is the total
gross rentable area in the Leased Premises, together with that portion of any
common area reasonably allocated to Lessee by Lessor, and the denominator


                                       3
<PAGE>
of which is the total gross rentable area of the building, together with the
total common area directly or indirectly serving the Leased Premises. The
product resulting from the application of such fraction to the increases
defined under this section shall constitute the amount of additional rent for
increased Operating Expenses that Lessee is obligated to pay. The initial
payment of increased Operating Expenses shall be prorated for that period of
the first calendar year following commencement of the lease term.

     The term "Adjustment Date" as used in this lease shall mean and refer to
January 1st of the first calendar year after the calendar year in which the term
of this lease originally commences, and January 1st of each subsequent calendar
year of the term of this lease or any renewal or extension thereof.

     The term "Base Year" as used in this lease shall mean and refer to the
calendar year in which the term of this lease originally commences.

     4.   Tenant Upfitting Allowance.   Lessee shall be initially entitled to a
Tenant Upfitting Allowance of Twenty-three and no/100ths Dollars ($23.00) per
square foot of interior space actually used. The Tenant Upfitting Allowance
must be used for the basic upfitting of the Leased Premises in accordance with
contractual arrangements to be made between Lessor and a contractor and
architect of Lessor's choosing. To the extent Lessee's upfitting, improvement,
and decoration of the leased Premises exceeds twenty-three Dollars ($23.00) per
square foot, Lessee shall be responsible for such excess expenses.

     Any tenant Upfitting Allowance attributable to unoccupied premises, as
defined in Section 2 hereof, shall be advanced at the time upfitting is
accomplished, prior to actual occupancy.

     5.   Utilities.     Lessor shall furnish the Leased Premises with
electricity for routine lighting and the operation of general office adding
machines which use 110 volt electric power and 20 amp circuits. Leasee shall not
use any electrical equipment which in Lessor's opinion will overload the
Building's electrical circuits or interfere with the use thereof by other
tenants. Lessee shall not, without Lessor's prior written consent in each
instance, connect any additional items (such as electrical heaters) to the
Building's electrical distribution system or make any alteration or addition to
such system. If Lessee shall use in the Leased Premises heat generating machines
or equipment which affect the temperature otherwise maintained by the heating
and air conditioning system, Lessor shall have the right to install supplemental
air conditioning units and the cost thereof, including the cost of installation,
operation and maintenance, shall be paid by Lessee upon demand. If the Lessee
desires additional telegraphic or telephone connections, or the installation of
any other electrical wiring, the Lessor will, upon receiving a written request
from the Lessee, direct the electricians as to where and how the wires are to be
introduced and run, and without such directions no boring, cutting or
installation of wires will be permitted. The Lessee shall not install or erect

                                       4
<PAGE>
any antennae, aerial wires or other equipment inside or outside the building
without obtaining prior written approval from the Lessor. Lessor shall furnish
a reasonable or appurtenant to the leased Premises and shall keep the plumbing
therefor in working order.

      6.  Heating and Air Conditioning. Lessor shall maintain and operate the
heating and air conditioning systems for all parts of the building, except
storage space. The heating and air conditioning systems shall be operated and
maintained between the hours of 8:00 a.m. and 7:00 p.m. Monday through Friday
and 8:00 and 12:00 noon on Saturday. Both heating and air conditioning systems
shall be operated only when the Lessor, in its sole judgment, considers that
the weather requires it.

      7.  Parking. Lessor shall make available for use by Lessee, its
employees, customers and guests, parking adjacent to the building.


      8.  Interruption of Services. The lessor shall not be or become liable
for damages to lessee alleged to be caused or occasioned by or in any way
connected with or the result of any interruption, defect or breakdown from any
cause whatever in any of the services herein referred to in Sections 3, 4 and
5, above. However, upon receipt of actual notice of any such interruption,
defect or breakdown, Lessor will take such steps as are necessary to restore
any such interrupted service or to remedy any such defect.

      9.  Alterations. Any additions, improvements or alterations permitted
herein shall be made at the expense of the Lessee. No addition, improvement, or
alteration shall, at any time, be made which shall impair the structural
soundness or diminish the value of the building. No addition, improvement or
alteration shall be made without first obtaining the Lessor's written approval
of the plans therefor. The Lessee shall furthermore first obtain the Lessor's
written approval before any modification or changes are made in such plans
after Lessor's approval thereof. No addition, improvement, or alteration shall
be undertaken until the Lessee shall have procured and paid for all required
municipal and other governmental permits and authorizations of the various
municipal departments and governmental subdivisions having jurisdiction. All
work done in connection with any additions, improvements or alteration shall be
done in a good and workmanlike manner and in compliance with all building and
zoning laws, and with all other laws, ordinances, rules, requirements of any
Federal, State, or municipal government or agency having jurisdiction and shall
be completed free of all mechanics or materialmen's liens. Any addition,
improvement, or alteration to the Leased Premises, except moveable furniture,
trade fixtures, medical equipment, and any cabinets placed by Lessee in the
leased Premises, shall, at once, become the absolute property of the Lessor and
remain upon, and be surrendered with, the Leased Premises as a part thereof at
the expiration or earlier termination of this Lease, without disturbance or
injury.

     10.  Personal Property. All personal property brought into the Leased
Premises by the Lessee shall be at the risk of the Lessee

                                       5
<PAGE>
only, and Lessor shall not be liable for theft thereof or any damage thereto
occasioned by an act of any Lessee, or other occupant of the building, or any
other person. The Lessee may remove all personal property which Lessee has
placed in the Leased Premises, provided Lessee repairs all damages to the
Leased Premises caused by such removal. If the Lessee shall fail to remove all
such property from the leased Premises upon the termination of the lease for
any cause whatsoever, the Lessor may, at its option, remove the same in any
manner that the Lessor shall choose and store it without liability to the
Lessee for loss thereof. In such event, the Lessee shall pay to Lessor on
demand any and all expenses incurred in such removal, including court costs,
attorney's fees, and storage charges for the length of time the same shall be
in the Lessor's possession. Alternatively, the Lessor may, at its option,
without notice, and without legal process, sell the property or any part
thereof at a private sale for such price as the lessor may obtain, and apply
the proceeds of the sale to any amounts due under the lease and the expenses
incident to removal and sale of said property.

     11. Repairs. The Lessor shall have no duty to the Lessee to make any
repairs or improvements to the building except structural repairs necessary for
safety and tenantability and such other repairs as are provided for herein.

     The Lessee shall not cause or permit any waste, damage, or injury to the
Leased Premises or the building. The Lessee, at its sole expense, shall keep
the Leased Premises as now or hereafter constituted with all improvements made
thereto in good condition (reasonable wear and tear excepted), and shall make
all repairs, replacements, and renewals necessary to maintain the Leased
Premises. All repairs, replacements, and renewals necessary to maintain the
Leased Premises shall be at least equal in quality of materials and workmanship
to that originally existing in the Leased Premises. On default of the Lessee in
making such repairs, replacements or renewals, the Lessor may, but shall not be
required to, make such repairs, replacements and renewals for the Lessee's
account, and the expense thereof shall constitute and be collectible as
additional rent.

     The lessee shall indemnify the lessor against all costs, expenses,
liabilities, losses, damages, suits, fines, penalties, claims and demands,
including reasonable counsel fees, because of Lessee's failure to comply with
the foregoing, and the lessee shall not call upon the Lessor for any
disbursement or outlay whatsoever in connection therewith, and expressly
releases and discharges the Lessor of and from any liability therefor.

     12. Condemnation. If the whole or any part of the Leased Premises shall be
taken by any public authority under the power of eminent domain, the terms of
this lease shall cease as to the part taken on the date possession of that part
is surrendered and any unearned rent paid or credited in advance shall be
refunded. The Lessee shall not be entitled to receive any part of any award or
awards that may be made or received by the Lessor. The Lessee may

                                       6
<PAGE>
at its own expense commence independent proceedings against the public
authority exercising the power of eminent domain to prove and establish any
other damage that Lessee may have incurred.

     13. Right of Entry. The Lessee agrees that the Lessor shall have the right
to enter and to grant licenses to others to enter the Leased Premises at any
time (a) to examine the Leased Premises, (b) to make alterations, additions and
repairs to the Leased Premises or to the building (including the right, during
the progress of such alterations, additions or repairs, to keep and store within
the Leased Premises all necessary materials, tools and equipment), (c) for any
purpose which the Lessor may deem necessary for the operation and maintenance of
the building, (d) to remove placards, signs, fixtures, alterations or additions
which do not conform to the terms of this lease or to the rules and regulations
of the Leased Premises, and (d) to exhibit the Leased Premises to applicants for
hire, prospective purchasers and/or Lessees and that no such entry shall render
the Lessor liable to any claim or cause of action for loss of or damage to the
business or property of the Lessee, by reason thereof, nor in any manner
affecting the obligations and covenants of this Lease.

     14. Use and Occupancy. Lessee agrees that the Lessee shall keep the Leased
Premises in good order and repair, except the portions thereof to be repaired
by Lessor as provided herein, that the Leased Premises will be used only by
practicing physicians licensed by the State of North Carolina, that no use of
the Leased Premises shall be made that will conflict with the terms of any
mortgage now or hereafter placed upon the Leased Premises, that no unlawful use
of the Leased Premises will be made, that no sign, name, legend, notice or
advertisement of any kind will be affixed, painted or displayed on any part of
the building, except that the name and business or profession of the Lessee may
be painted with appropriate lettering approved by the Lessor on the door or
doors to the space leased by the Lessee; and upon the expiration or other
termination of this lease, Lessee will vacate and surrender possession of the
Leased Premises to the Lessor in as good condition as the Leased Premises were
at the commencement of this lease, ordinary wear and tear only, excepted.

     15. Loss or Damage and Insurance. The Lessor shall not be liable for any
damage to property in the Leased Premises or in or near the building caused by
gas, smoke, steam, electricity, ice, rain, or snow which may leak from any part
of the building, or from pipes, appliances, or plumbing works. The Lessor shall
not be liable for any damage to persons or property sustained by the building,
or due to any negligence of any tenant or occupant of the building, or any
other person, other than the Lessor or its agents.

     The Lessee agrees to indemnify and hold the Lessor harmless from all
claims for personal injuries, death, and property damage which occur as the
result of the operation of Lessee's business in and about the Leased Premises
by Lessee or any contractor or workman selected by or for Lessee.

                                       7

<PAGE>
     Lessee shall carry a minimum $500,000 liability insurance policy covering
Lessee's business operations on the Leased Premises and Lessor shall be named as
an additional insured thereunder. Lessee shall also carry insurance for the full
insurable value of Lessee's trade fixtures, furnishings, and all other items of
personal property of Lessee located on or within the Leased Premises.

     All such insurance shall be obtained from a company approved by Lessor, and
a certificate evidencing the issuance of such policy or policies, together with
evidence of the payment of premiums, shall be delivered to Lessor before the
commencement of the term of this Lease, or before any use, occupancy or
possession of the Leased Premises.

     Not less than ten (10) days prior to the expiration of any such policy or
policies, evidence of the renewal of such policy or policies, or a new
certificate, together with evidence of the payment of premiums for the renewal
period or new policy, as the case may be, shall be delivered to Lessor. All such
insurance shall contain an agreement by the insurance company that the policy or
policies will not be cancelled, or the coverage changed, without ten (10) days
prior written notice to Lessor.

     The Lessor shall keep the building insured against loss or damage by fire
with extended coverage endorsement in an amount sufficient to prevent the Lessor
from becoming a co-insurer under the terms of the applicable policies, but, in
any event, in an amount not less than 80% of the full insurable value as
determined, from time to time. The term "full insurable value" shall mean actual
replacement cost (exclusive of the cost of excavation, foundations, and footings
below the basement floor) without deduction for physical depreciation. Such
insurance shall be issued by financially responsible insurers duly authorized to
do business in this State. The Lessee shall not use the Leased Premises in any
manner which will increase the premium rate for any kind of insurance affecting
the Leased Premises. If, because of anything done, caused to be done, permitted
or omitted by the Lessee, the premium rate for any kind of insurance affecting
the building shall be raised, the Lessee agrees that the amount of the increase
in premium which the Lessor shall be thereby obligated to pay for such insurance
shall be paid by the Lessee to the lessor on demand, and that if the Lessor
shall demand that the lessee remedy the condition which caused the increase in
the insurance premium rate the Lessee will remedy such condition within five (5)
days after such demand. The Lessee agrees that the lessee shall not do, nor
cause to be done, nor permit on the leased Premises anything deemed extra
hazardous on account of fire. Prudent use of equipment normally and typically
used in the office of a practicing physician licensed by the State of North
Carolina will not be considered a hazardous condition.

     16. Taxes. Except as hereinafter provided, Lessor shall pay when due all
taxes and assessments of any kind or nature which may be imposed upon the leased
Premises; and the Lessee shall pay when due all taxes and assessments of any
kind of nature imposed or


                                       8
<PAGE>
assessed upon fixtures, equipment, merchandise or other property installed in
or brought into the leased Premises by Lessee.

        Commencing with the calendar year 1990, Lessee agrees to pay to Lessor
each year on demand, as additional rent, "Lessee's share of excess real estate
taxes," if any. Lessee shall make such payment in any event within ten (10)
days of receipt by it of written demand therefor from Lessor. Lessor's current
practice is to pay such taxes in December of each year and to demand
reimbursement therefor from tenants of the building by December 1st of the same
year. If Lessee shall fail to make such payment within said time period a
penalty shall be added thereto and paid by Lessee in that amount equal to the
greater of five percent (5%) of the amount thereof or interest thereon computed
at the rate of eighteen percent (18%) per annum from the date Lessor shall so
demand payment to the date Lessee shall actually make payment. Lessee's share
of excess real estate taxes for any such calendar year shall be the amount
equal to the product obtained by multiplying the number of square feet of gross
floor area of the leased Premises by the amount, if any, that the "current tax
per square foot" for such calendar year exceeds the "basic tax per square
foot." The basic tax per square foot shall be computed by dividing the amount
of the total real estate tax levied on land described in Exhibit B and the
improvements located thereon for the year 1989, by the total number of rentable
square feet in the building reflected in such assessment. The current tax per
square foot for any calendar year shall be computed by dividing the amount of
the total real estate taxes levied on the land described in Exhibit B and the
improvements located thereon for such calendar year by the total number of
rentable square feet in the building reflected in such assessment.

        17. Indemnity. The Lessee agrees to indemnify and save harmless the
lessor and the agents, servants and employees of the Lessor against and from
any and all claims by or on behalf of any person, firm or corporation arising
by reason of injury to person or property occurring in the Leased Premises or
the building, occasioned in whole or in part by any act or omission on the part
of the lessee or an employee (whether or not acting within the scope of
employment), agent, visitor, assign or undertenant of the Lessee, or by reason
of any unlawful use of the leased Premises or any breach, violation or
non-performance of any covenant in this lease on the part of the Lessee to be
observed or performed, and also for any matter or thing growing out of the
occupancy or use of the Leased Premises by the Lessee or anyone holding or
claiming to hold through or under the Lessee. Lessee agrees to pay for all
damage to Lessees or occupants thereof, caused by Lessee's misuse or neglect of
said Leased Premises, its apparatus or appurtenances. Lessor shall not be
liable to Lessee for any damage by, or from any act or negligence of, any
co-lessee or other occupant of the building or by any owner or occupant of
adjoining or contiguous property.

        18. Fire or Other Casualty. The Lessor agrees that if, before or during
the term of this lease, all or any part of the leased Premises shall be damaged
by fire or other casualty insured under the standard extended coverage
endorsement applicable to the Leased




                                       9
<PAGE>
Premises, the building and the common area, and such fire or other casualty is
not occasioned by the act of the lessee or the servants or agents of the lessee,
Lessor shall, except as otherwise provided herein (but only to the extent the
holder of the mortgage lien on the building permits release of insurance
proceeds), cause said Leased Premises to be repaired and rebuilt with reasonable
diligence after notice to it of the damage, due allowance to be made for any
delay resulting from so-called "labor troubles" or any other cause beyond the
Lessor's reasonable control, provided, however, that the Lessor shall not be
required to repair, rebuild or replace any property which the Lessee may be
entitled to remove or which the Lessor may require the Lessee to remove from the
leased Premises pursuant to Section No. 10, and provided further that if there
is a substantial interference with the operation of the Lessee's business in
the Leased Premises requiring the Lessee temporarily to close its business, the
rental shall be equitably apportioned for the duration of such repair,
rebuilding or replacement in proportion to the extent to which there is
interference with the operation of the Lessee's business provided further,
however, that the term of this lease shall not in any event be extended. But if
the building be so damaged that the Lessor shall decide not to cause said
building to be repaired and restored, the Lessor may terminate this lease by
notifying the Lessee within reasonable time after such damage of the Lessor's
election to terminate this lease, immediately if the term shall not have
commenced, or on a date to be specified in such notice if the term of this lease
has commenced, whereupon this lease shall expire and all interest of the Lessee
in the leased Premises shall terminate on the date specified in such notice, and
the rent shall be apportioned and paid up to the time of such fire or other
casualty if the leased Premises are damaged, or up to specified date of
termination if the Leased Premises are not damaged. Notwithstanding the
foregoing provisions, in the event the Leased Premises shall be damaged by fire
or other insured casualty due to the fault or neglect of the Lessee, or the
Lessee's servants, employees, contractors, agents, visitors, or licensees, then,
without prejudice to any other rights and remedies of the Lessor, and provided
the damage is repaired by the Lessor, there shall be no apportionment or
abatement of any rent. Except to the extent provided for in this paragraph,
neither the rent payable by the Lessee nor any of the Lessee's other obligations
under any provision of this Lease shall be affected by any damage to or
destruction of the Leased Property by any cause whatsoever, and the Lessee
hereby expressly waives any and all additional rights it might otherwise have
under any law or statute.

19.  Default.  In the event there is a default in the payment of rent for a
period of five (5) days following written notice of same be Lessor to lessee,
the Lessor, without prejudice to any other rights or remedies that it may have,
shall have the right, immediately or at any time thereafter, to terminate the
lease and to re-enter the Leased Premises and remove all persons and property
from the leased Premises. In the event the Lessee shall neglect to keep or
perform any other covenant, agreement or condition of this lease or shall fail
to conform to any of the building rules and regulations now in force or
hereafter adopted by the Lessor, the

                                       10
<PAGE>
Lessor shall give written notice of such default to the Lessee; and in the event
that such default is not rectified within ten (10) days from the date of such
notice, then the Lessor shall have the right, in its sole discretion, to enter
the Leased Premises immediately or at any time thereafter and cure the default
at Lessee's sole cost and expense or remove the Lessee from the leased Premises,
without prejudice to any other remedies of the Lessor. In the event of any such
re-entry, the lessee hereby waives all claims for damages which may be caused by
the re-entry of the Lessor and will save the Lessor harmless from any loss, cost
or damages occasioned Lessor thereby, and no such re-entry shall be considered
or construed to be a forcible entry. Should the Lessor elect to re-enter the
Leased Premises as herein provided, or should it take possession pursuant to
legal proceedings, it may either terminate this lease or it may from time to
time, without terminating this lease, re-let the Leased Premises or any part
thereof on Lessee's Account for such time or times and at such rental or rentals
and upon such other terms and conditions as the Lessor in its sole discretion
may deem advisable, with the right to make alternations and repairs to the
Leased Premises, and the lessee shall pay the amount or rent due under this
lease to the date of the beginning of payment or rent pursuant to any such
re-letting, together with the cost of such re-letting including the cost of any
alternations and repairs to the leased Premises, and the Lessee will thereafter
pay monthly during the remainder of the term of this lease the difference, if
any, between the rent collected from such re-letting and the rent reserved in
this lease if such rent collected is less than that reserved in the lease. No
such re-entry or taking possession of the Leased Premises by the Lessor shall be
construed as an election on its part to terminate this lease unless a written
notice of such intention be given to the Lessee. Notwithstanding any such
re-letting without termination, the Lessor may, at any time after the occurrence
of any default set out in this Section No. 19, elect to terminate this lease and
may terminate it by giving written notice to that effect to the Lessee.

     If the lessor shall at any time terminate this lease on account of any
default set out in this paragraph, in addition to any and all remedies it may
have, it may recover from the Lessee all damages that it may suffer by reason of
the termination of this lease, including, but not limited to, the cost of
recovering possession of the leased Premises, reletting the Premises, lease
commissions, attorney's fees, upfitting costs which the Lessor deems necessary
for a new tenant, and the excess, if any, of the amount of rent and other
amounts to be paid by the Lessee under the terms of this lease for the remainder
of the stated term, over the then reasonable rental value of the premises for
the remainder of the stated term.

     20. Constructive Default. If, before or during the term of this lease, the
Lessee shall become insolvent, make a transfer in fraud of creditors, by
adjudged a bankrupt, or if any proceeding, whether voluntary or involuntary,
under the Federal bankruptcy laws shall be filed by or against the lessee, then
such occurrence shall be deemed a breach of this lease and, upon the happening
of such event, this lease shall terminate, and the Lessee shall be liable



                                       11


<PAGE>
for all damages sustained by the Lessor as provided by law. If, before or during
the term of this lease or any renewal thereof (a) the Lessee shall make an
assignment for the benefit of creditors of (b) a receiver shall be appointed for
the property of the Lessee by order of a court of competent jurisdiction by
reason of the insolvency or alleged insolvency or otherwise of the Lessee, or
(c) any department of the State or Federal government, or any officer thereof
authorized by order of court shall take possession of the business property of
the Lessee by reason of the insolvency or alleged insolvency of the Lessee, or
(d) there shall occur the death or disability to practice medicine of the Lessee
(or, if the Lessee is a corporation, association, or partnership, the death or
disability of all physicians who are members or employees thereof), or (e) the
Leased Premises are vacated, or (f) the Lessee fails to comply with any other
term of this lease or any of the rules and regulations now or hereafter
established (or the operation of the building, or (g) should execution issue on
any judgment and be levied against Lessee's interests in said Leased Premises
under this lease, then, upon the happening of any one or more of such events, at
the option of the Lessor, this lease may be terminated by the Lessor by written
notice to that effect to the Lessee, and the Lessor shall in addition to any
other remedies provided by law in case of default by the lessee, be entitled to
the damages set out in the last sentence of Section No. 19, above.

     21.  Assignment and Subletting. This lease shall be binding upon and inure
to the benefit of the parties hereto and their legal representatives,
successors, and such assigns and sublessees as are not prohibited hereunder.
Lessee shall not assign this lease or sublet the Leased Premises in whole or in
part without the Lessor's prior written consent, which consent shall not be
unreasonably withhold provided that the assignee or sublessee is a practicing
physician licensed by the State of North Carolina. Any such permitted
assignment and subletting shall be subject to and governed by the terms of this
lease and tenant shall remain liable for the full performance of all conditions
of this lease and the payment of all rents hereunder.

     If the Leased Premises contains less than 2,000 square feet, Lessor may
upon sixty (60) days notice to Lessee, require Lessee to relocate, at Lessor's
expense, into substantially similar premises elsewhere in the building for the
unexpired term hereof.

     22.  Building Rules and Regulations. The Lessee has read the rules and
regulations attached hereto as Exhibit C and made a part hereof, and hereby
agrees to abide by and conform to the same and such further rules and
regulations as the Lessor may, from time to time, make or adopt for the care,
protection and benefit of the building or the general comfort and welfare of
its occupants. The Lessee further agrees that the Lessor shall have the right
to waive any or all of such rules in the case of any one or more lessees in the
building without affecting the Lessee's obligations under this lease and said
rules and regulations and that the Lessor shall not be responsible for the
non-conformance by any other lessee to any of said rules or regulations.

                                       12
<PAGE>
     23.  Janitorial Services. The Lessor will provide reasonable janitorial
services as more particularly described in the Building Rules and Regulations;
provided, however, the Lessor's sole responsibility for any duty in respect to
any such janitorial services shall be that of the exercise of due care in the
selection of any persons or firms which may be engaged by Lessor for the purpose
of actually rendering such janitorial services.

     24.  Quiet Enjoyment. The Lessor agrees that the Lessee on paying the
stipulated rental and keeping and performing the agreement and covenants herein
contained, shall hold and enjoy the Leased Premises for the term aforesaid,
subject, however, to the terms of this lease.

     25.  Waiver. The waiver by Lessor of any breach of any covenant or
agreement herein contained shall not be deemed to be a waiver of such covenant
or agreement or any subsequent breach of the same or any other covenant or
agreement herein contained. The subsequent acceptance of rent hereunder by
Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of
any covenant or agreement of this lease, other than the failure of the Lessee to
pay the particular rental so accepted, regardless of Lessor's knowledge of such
preceding breach at the time of acceptance of such rent.

     26.  Possession After Termination. If Lessee shall fail to vacate and
surrender the possession of the Leased Premises at the termination of this
lease, whether by expiration of the term hereof, default or any other basis, the
lessor shall in addition to any and all other rights provided herein and
provided by law and without waiving any such rights or extending the term of
this lease, be entitled to recover from the Lessee as liquidated damages an
amount equal to two times the amount of rental Lessee would have paid for a
period prior to termination equal in time to the period from the termination of
this lease until date said premises are vacated and surrendered.

     27.  Delay in Delivery. In the event said Leased Premises, for any cause
whatever, are not delivered to the Lessee or to the Lessee's agent for the
purpose of performing Lessee's improvements thereto at the commencement of term
hereof, the rental shall abate until said premises are made available to Lessee,
but the term hereof shall not be extended by reason of any such delay. The
rental payable for any fractional part of a month shall be prorated.

     28.  Adjustments to Base Rent. The Base Rent stipulated in Section No. 2
hereof shall be increased on January 1st of the first Calendar year following
the year in which the term of this lease originally commences and on January 1st
of each subsequent year of the lease term by an amount equal to the previous
year's rental times the percentage increase during the past year in the Consumer
Price Index (1967=100), "All Items" for All Urban Consumers Southeastern Region
published on the date nearest to each such date by the Bureau of Labor
Statistics of the United States Department of Labor; or, in such Index shall not
then be in use by the index most

                                       13

<PAGE>
nearly comparable thereto. The initial adjustment of Base Rent shall be prorated
for that period (e.g., a lease commencing on July 1st would be increased on the
following January 1st by only one-half (1/2) the stipulated amounts).

     29.  Mortgages and Mortgagees. This Lease is, and shall remain, subject and
subordinate to all mortgages affecting the premises generally and the Leased
Premises in particular and the Lessee shall promptly execute and deliver to the
Lessor such documents as the Lessor may request, showing the subordination of
this Lease to such mortgages, and in default of the lessee's doing so, the
Lessor shall be, and hereby is, authorized and empowered to execute such
documents in the name and as the act and deed of the lessee. This authority is
coupled with an interest and is irrevocable.

     The Lessee recognizes that the Lessor has or will mortgage the Leased
Premises to one or more holders of (a) construction, term, and/or long-term
permanent mortgage(s). In the event of default, under the terms of any such
mortgage prior to the expiration dates hereof, the mortgage(s) or owner(s) may
acquire the lease fee interest of the Lessor and the Lessee agrees to make full
and complete attornment to the mortgage(s) or owner(s), its (their) successors
and assigns, for the balance of the term of this Lease, including any extensions
and renewals thereof, upon the same covenants and conditions as are contained
herein, so as to establish direct privity of estate in contract between the
mortgage(s) or owner(s) and the Lessee and with the same force and effect as
though this Lease was originally made directly from the mortgagee(s) or owner(s)
to the Lessee.

     30. Approval. This Lease is subject to the approval of the company or
companies which provide financing on the property in which the Leased Premises
are located and any refinancing thereof, and shall be modified or altered to
embody any terms required by said company or companies.

     31. Estoppel Certificates. Lessee agrees to provide Lessor, within five (5)
days of a written request therefor, a certificate in form and substance
satisfactory to Lessor stating (i) that this Lease is in full force and effect;
(ii) the date through which rent has been paid; (iv) that there are no defaults
existing under this Lease or, if any default exists, specifying such default and
the actions required to cure such default; and (v) such other matters as Lessor
may reasonably require.

     32. Notice to Lessor. Anything in this Lease to the contrary
notwithstanding, Lessee agrees that it will not terminate this Lease or withhold
any rent due hereunder because of Lessor's default in the performance hereof
until Lessee has first given written notice to the Lessor, and to the holder of
any mortgage, and, if the Lessor is not the owner, then also to the owner
specifying the nature of such default by the Lessor and allowing the Lessor,
such mortgage holder, and owner, or any of them, thirty (30) days after date of
such notice to cure such default or a reasonable period of time in addition
thereto if circumstances are such that said default cannot

                                       14
<PAGE>
reasonably be cured within said thirty (30) day period, and provided that the
defaulting Lessor promptly takes action to cure such default and pursues such
action with due diligence.

     33.  Governmental Requirements.    The Lessee shall, at its own expense,
promptly comply with all requirements of any legally constituted public
authority necessitated by reason of the Lessee's occupancy of the Leased
Premises.

     34.  Rights and Remedies.     All rights and remedies of the Lessor herein
shall be cumulative, and none shall be exclusive of any other, or of any rights
and remedies allowed by law, and pursuit of any one of said rights or remedies
does not preclude pursuit of any one or more of the other of said rights or
remedies.

     35.  Guaranty. For valuable consideration given, the receipt and
sufficiency of which is hereby acknowledged, the undersigned persons
(hereinafter called "Guarantors") constituting all of the partners of the Lessee
(if the Lessee is a partnership) or all of the shareholders of the Lessee (if
the Lessee is a corporation or professional association hereby jointly and
severally unconditionally guarantee and promise, on demand, to pay PARK-51
ASSOCIATES (hereinafter called "Lessor"), in lawful money of the United States,
all rents and other sums reserved in the Lease, and to ensure that all of the
terms, covenants, and conditions of this Lease that are so required to be kept,
observed, or performed by Lessee are kept, observed and performed by Lessee.
Guarantors undertake and agree to pay all of the foregoing amounts and perform
all of the foregoing terms, covenants, and conditions notwithstanding that the
Lease shall be void and voidable as against Lessee or any of Lessee's creditors,
including a trustee in bankruptcy of Lessee, by reason of any fact or
circumstance including, without limiting the generality of the foregoing,
failure by any person to file any document or to take any other action to make
the Lease enforceable in accordance with its terms.

     This Guaranty is a continuing one and shall terminate only upon full
payment of all rents and all other sums due under the Lease and the
performance of all of the terms, covenants, and conditions therein required to
be kept, observed, or performed by the Lessee, including such payment and
performance under all schedules made a part of said Lease, whether to be
performed before or after the last rental payment has been made under the Lease.

     Guarantors authorize Lessor, without notice or demand, and without
affecting their liability hereunder, from time to time, to: (a) change the
amount, time, or manner of payment or rent or covenants, conditions, or
provisions of the Lease; (b) amend, modify, change or supplement the Lease; (c)
assign the Lease or the rents and other sums payable under the Lease; (d)
consent to Lessee's assignment of the Lease or to the sublease of all, or any
portion, of the property covered by the Lease; (e) take and hold security for
the payment of this Guaranty or the performance of the Lease, and exchange,
enforce, waive, and release any such security; (f) apply such security and
direct the order or manner of sale

                                       15
<PAGE>
thereof as Lessor, in its discretion, may determine; and (g) release or
substitute any one or more of the Guarantors.

     Guarantors waive any right to require Lessor to: (a) proceed against
Lessee; (b) proceed against or exhaust any security held from Lessee; (c)
pursue any other remedy in Lessor's power whatsoever; (d) notify Guarantors of
any default by Lessee in the payment of any rent or other sums reserved in the
Lease or in the performance of any term, covenant, or condition therein
required to be kept, observed, or performed by Lessee. Guarantors waive any
defense arising by reason of any disability or other defense of Lessee or by
reason of the cessation, from any cause whatsoever, of the liability of the
Lessee. Until the repayment of all rents and all other sums due under the Lease
and the performance of all of the terms, covenants, and conditions therein
required to be kept, observed, or performed by Lessee, Guarantors shall have no
right of subrogation, and waive any right to enforce any remedy which Lessee
now has, or may hereafter have, against Lessee, and waive any benefit of, and
any right to participate in, and security now, or hereafter, held by Lessor.
Guarantors waive all presentments, demands for performance, notices of
non-performance, protests, notices of dishonor, and notices of acceptance of
this Guaranty.

     Guarantors agree to pay reasonable attorneys' fees and all other costs and
expenses which may be incurred by Lessor in the enforcement of this Guaranty.

     The obligations of the undersigned hereunder are joint and several, and
are independent of the obligations of the Lessee. A separate action or actions
may be brought and prosecuted against the Guarantors, or any of them, whether
any action is brought against the Lessee or whether the Lessee be joined in any
such action or actions; and the Guarantors waive the benefit of any statute of
limitations affecting their liability hereunder or the enforcement thereof. The
Guarantors agree that the liability of each is absolute and unconditional
without regard to liability of any other party, and that the Guarantors'
liability hereunder, as a several liability, is independent of any other
guarantees at any time in effect with respect to all or any part of the
Lessee's liability to the Lessor, and that the Guarantors' liability hereunder
may be enforced, regardless of the existence of any other such guarantees. The
liability of the Guarantors shall be primary under this Guaranty and, if any
right of action shall accrue to the lessor, the Lessor may, at its option,
proceed against the Guarantors, jointly and severally, without having commenced
any action or having obtained any judgment against the Lessee - it being the
understanding that this Guaranty is a guaranty of payment and not of
collection.

     Anyone signing this Lease shall be bound hereby, whether or not anyone
else signs this Lease at any time. If there is but a single Guarantor, then all
words used herein in the plural shall be deemed to have been used in the
singular, wherever the context and construction so require; and, if this
Guaranty is executed by more than one (1) Guarantor, the word "Guarantors"
shall mean all and any one (1) or more of them.

                                       16
<PAGE>
     This Guaranty shall inure to the benefit of Lessor, its successors and
assigns, and shall be binding upon the heirs, personal representatives,
successors and assigns of each of the Guarantors.

     36. Severability. If any term of this Lease is declared to be illegal or
unenforceable, the unaffected terms shall remain in full force and effect.

     37. Parties. The words "Lessor" and "Lessee" as used herein shall include
the parties to the lease, whether singular or plural, masculine or feminine, or
corporate, partnership or other entity and their heirs, personal
representatives, successors and assigns.

     38. Memorandum of Lease. The parties hereto agree to execute the
Memorandum of Lease attached hereto as Exhibit D, and either party may record
the same at its expense in the Mecklenburg County Register of Deeds Office.

     39. Tenant Improvement Agreement. This agreement is subject to the terms
and agreements contained in the Tenant Improvement Agreement attached hereto as
Exhibit E.

     40. Notices. Wherever in this lease it shall be required or permitted that
notice or demand be given or served by either party to or on the other, such
notice or demand shall be in writing and shall be delivered by Registered or
Certified Mail, Return Receipt Requested, deposited with the U.S. Postal
Service to the respective addresses set forth below. All notices or demands
provided under the terms of this lease shall be deemed effective on the first
to occur of the following: (a) three (3) business days after mailing as
evidenced by Certified Mail, Return Receipt Requested; or (b) when actually
received by the other party. The address of either party may be changed from
time to time by either party serving notice as provided above.

ADDRESS OF LESSOR                              ADDRESS OF LESSEE

                        Prior to Commencement of Lease:

  122 Cherokee Road                          3535 Randolph Road
------------------------------------      --------------------------------------
  Charlotte, N.C. 28207                      Charlotte, N.C. 28211
------------------------------------      --------------------------------------
Attention:   Diane B. Rivers              Attention:   Charles M. Evans
------------------------------------      --------------------------------------

                          After Commencement of Lease:


------------------------------------      --------------------------------------
  Same                                       Same
------------------------------------      --------------------------------------
Attention:                                Attention:
------------------------------------      --------------------------------------





                                       17
<PAGE>
     41. Controlling Law. This Lease is entered into in North Carolina and
shall be enforced and construed in accordance with the laws thereof.

     IN WITNESS WHEREOF, the parties hereto have duly executed this lease in
triplicate as of the day and year first above written.

                                        LESSOR:

                                        P-51 Associates
Attest:                                 By: /s/ Diane B. Rivers
                                            ---------------------------------

By: /s/ [Signature Illegible]           Title: General Partner
   ----------------------------------          ------------------------------

Title:
       ------------------------------

                                        LESSEE:
                                        MECKLENBURG MEDICAL GROUP, P.A.

Attest:                                 By: /s/ [Signature Illegible]
                                            ---------------------------------

By: /s/ [Signature Illegible]           Title: President
    ---------------------------------          ------------------------------

Title: Sec
       ------------------------------

(Corporate Seal)

WITNESSES:                              GUARANTORS:

/s/ [Signature Illegible]               /s/ [Signature Illegible]      (SEAL)
-------------------------------------   -------------------------------------

/s/ [Signature Illegible]               /s/ [Signature Illegible]      (SEAL)
-------------------------------------   -------------------------------------

/s/ [Signature Illegible]               /s/ [Signature Illegible]      (SEAL)
-------------------------------------   -------------------------------------


                                       18

<PAGE>

                                   EXHIBIT A

                                       TO

                              PARK-51 MEDICAL PARK

                                  OFFICE LEASE

                                      AND

                               GUARANTY AGREEMENT


                                   FLOOR PLAN

                                 (To be added)






                                       1
<PAGE>
                                   EXHIBIT B

                                       TO

                              PARK-51 MEDICAL PARK

                                  OFFICE LEASE

                                      AND

                               GUARANTY AGREEMENT


                            IMPROVEMENTS TO BE ADDED

                               TO LEASED PREMISES

                                 BY THE LESSOR

                                 (To be added)



                                       2

<PAGE>
                                   EXHIBIT C

                                       TO

                              PARK-51 MEDICAL PARK

                                  OFFICE LEASE

                                      AND

                               GUARANTY AGREEMENT


                             RULES AND REGULATIONS

     1. The sidewalks, entrances, hallways, elevators and stairways shall not be
obstructed by any Lessee or used by the Lessee for any other purpose than for
ingress and egress. Lessee shall inform the Lessor when Lessee desires to use an
elevator for other than passenger service. Safes and other heavy articles shall
be carried up or into the leased Premises in such manner as the Lessor shall
prescribe. Lessor shall have the right to specify maximum weight and position of
any such safe or other heavy articles.

     2. A Directory in a conspicuous place, with the names of the Lessees, will
be provided by the lessor.

     3. Lessor will provide Janitor Services for trash removal, window cleaning,
floor and wall cleaning and dusting. All Lessees will be required to utilize
such Janitor Services provided by the Lessor, unless other arrangements are
approved by Lessor in writing. Persons in charge of said Janitor Services may at
all times keep a pass key, and said Janitor Services and other agents of the
Lessor shall at all times be allowed admittance to said Leased Premises.
Cleaning is to be done on a five-day basis, Monday through Friday. Carpet
cleaning is excluded from normal janitorial duties, but is available, if
requested, at an additional charge. Any person employed by the Lessee to do
janitorial work shall, while in the building, be subject to such rules and
regulations as the lessor shall, from time to time, establish, but shall not be
considered to be the agent or servant of the building property manager or of the
Lessor.

     4. No additional locks shall be placed upon any doors without written
consent of the Lessor, nor shall any duplicate keys be made or obtained other
than by or through Lessor.

     5. Toilets rooms and other water apparatus shall not be used for any
purpose other than those for which they were constructed.

     6. Lessee shall not make improper noises or disturbances of any kind, sing,
play or operate musical instruments, radio or television sets or any machine or
device in such fashion as may be deemed by Lessor to interfere with other
occupants of the Building.

                                       3

<PAGE>
     7. The installation of window shades or awnings shall not be permitted.
However, draperies and curtains may be installed subject to lessor's prior
written approval of method of installation including hanging hardware and of
shape, color, material, quality, design and texture of any such draperies or
curtains as may be prescribed by the Lessor with flame spread approved by the
appropriate City and/or County Building Inspector.

     8. Lessee or its employees shall not:

          a. Keep animals or birds on the premises;
          b. Allow bicycles or similar vehicles in the Building;
          c. Throw anything through windows or down stairways;
          d. Leave premises unoccupied without locking all doors, extinguishing
               lights and turning off water outlets;
          e. Use premises for lodging rooms, gambling, or any immoral purpose;
          f. Open windows while the air conditioning system is operating;
          g. Keep kerosene, burning fluid and/or other highly flammable
               material on the premises without Lessor's consent;
          h. Make adjustments to heating and air conditioning controls, plumbing
               apparatus, electrical fixtures and equipment, windows and doors.
               (Notify Lessor if any such devices are desired.)

     9. The Lessor shall not be liable for any damages due in stoppages or
malfunctions of any sort of the elevators, heat and air conditioning systems,
plumbing fixtures and the electrical power and lighting system and telephone
system. Anything contained herein to the contrary notwithstanding, in the event
any interruption of the above-described utility services shall result in the
substantial impairment of Lessee's use of the Leased Premises on the common
areas and this disruption continues for more than sixty (60) days, Lessee may
then elect to immediately terminate this lease at any time, in which event his
lease and the obligations and responsibilities of the parties hereto shall
automatically cease and be of no further force and effect.

     10. The lessee will reimburse the Lessor for the cost of repairing any
damage to the Leased Premises or other parts of the Building caused by the
Lessee or the agents or employees of the Lessee, including replacing any broken
glass.

     11. The Lessor reserves the right at all times to exclude loiterers,
vendors, solicitors and peddlers from the Building, and to require
registration, satisfactory identification and credentials from all persons
seeking access to any part of the Building. The Lessor will exercise its best
judgment in the execution of such control but shall not be held liable for the
granting or refusal of such access.

     12. The Lessee shall observe and obey all parking and traffic regulations
imposed on the leased Premises and common areas. Parking areas adjacent to the
Building are for the use of Lessee and

                                       4

<PAGE>
visitors to the Building only. The Lessor reserves the right to designate
no-parking zones, traffic rights-of-way and general parking area procedures
including the right to designate special parking areas for staff employees of
Lessee. If parking in such areas shall be controlled by electronic gates, Lessee
shall utilize only such means of ingress and egress to such parking areas as
Lessor shall from time to time permit. Upon the termination of the lease, the
Lessee, its agents and employees shall return all parking cards or permits which
may have been issued to them.

13. The Lessor reserves the right to make such other and further reasonable
rules and regulations as in its judgment it may, from time to time, deem
necessary for the safety, care and cleanliness of the leased Premises and the
common areas, and for the preservation of good order therein. Any such
additional rules and regulations shall be binding upon the lessee to the same
extent as if they had been inserted herein at the time of the execution hereof.


                                       5
<PAGE>
                                   EXHIBIT D

                                       TO

                              PARK-51 MEDICAL PARK

                                  OFFICE LEASE

                                      AND

                               GUARANTY AGREEMENT

STATE OF NORTH CAROLINA  )
                         )         MEMORANDUM OF OFFICE LEASE
COUNTY OF MECKLENBURG    )

     PARK-51 ASSOCIATES, a North Carolina general partnership (hereinafter the
"Lessor") hereby Leases to _____________________________________ (hereinafter
the "Lessee") for a term beginning the ______ day of _____________, 19__ and
continuing for a maximum period of up to and including _____________________,
including extensions and renewals, if any, the following property (the "Leased
Property"):

                         See Exhibit A attached hereto
                      and incorporated herein by reference

     The provisions set forth in a written office Lease and Guaranty Agreement
(the "Lease") between the parties hereto and others dated the ______ day of
_____________, 19__, are herein incorporated in this Memorandum.

     Copies of the Lease are on file at:

     Cannon & Blair, P.A.
     221 South Tryon Street
     Charlotte, North Carolina 28202
     ATTN: W. Bradley Blair, II, ESQ.
     (704)376-9111

     and

     ________________________________
     ________________________________
     ________________________________
     ________________________________
     ________________________________

                                       6

<PAGE>
                                        LESSOR:

                                        PARK-51 ASSOCIATES, A North Carolina
                                        General Partnership

                                    By: /s/ Diane B. Rivers
                                        ------------------------- (SEAL)
                                        -------------------, Managing General
                                          Partner


                                        LESSEE:

(CORPORATE SEAL)                        /s/ Mecklenburg Medical Group
                                        --------------------------------------


ATTEST:

-------------------------------     By: /s/ Charles M. Evans
----------------------Secretary         --------------------------------------

                                       7