<PAGE>

                                                                   EXHIBIT 10.13

                                 LEASE AGREEMENT

                                     BETWEEN

                              THE DOVER CENTRE, LLC

                                       AND

                          IASIS HEALTHCARE CORPORATION

                                   DATED AS OF

                                 OCTOBER 6, 2003

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                               <C>
1.   Premises...............................................................       1
2.   Term...................................................................       1
3.   Rent...................................................................       2
4.   Security Deposit.......................................................       7
5.   Liability Insurance....................................................       7
6.   Casualty Insurance - Fixtures and Equipment/ Business Interruption.....       7
7.   Indemnification........................................................       8
8.   Waiver and Limitation of Liability.....................................       8
9.   Quiet Enjoyment........................................................       8
10.  Hazardous Materials....................................................       9
11.  Tenant's Right to Use and Alter and Covenant Against Liens.............       9
12.  Repairs and Maintenance................................................      11
13.  Damage or Destruction..................................................      12
14.  Condemnation...........................................................      13
15.  Landlord's Right of Relocation.........................................      13
16.  Assignment, Subletting, Subordination and Attornment...................      14
17.  Tenant Defaults and Landlord's Remedies................................      15
18.  Surrender of Premises..................................................      17
19.  Holding Over...........................................................      17
20.  Bankruptcy.............................................................      18
21.  Landlord Default and Tenant's Remedies.................................      18
22.  No Waiver or Satisfaction and Accord...................................      19
23.  Dispute Resolution.....................................................      19
24.  Estoppel Certificates..................................................      21
25.  Short Form Lease.......................................................      21
26.  Brokers................................................................      21
27.  Authority of Tenant....................................................      22
28.  Notices................................................................      22
29.  Miscellaneous..........................................................      22
</TABLE>

<PAGE>

                                 LEASE AGREEMENT

         This Lease Agreement (the "Lease") entered into effective as of
the ________ day of October, 2003, by and between The Dover Centre, LLC, a
Tennessee limited liability company ("LANDLORD"), and IASIS Healthcare
Corporation, a Delaware corporation ("TENANT").

         LANDLORD, for and in consideration of the rents and all other charges
and payments hereunder and of the covenants, agreements, terms, provisions and
conditions to be kept and performed hereunder by TENANT, demises and leases to
TENANT, and TENANT hereby hires and takes from LANDLORD, for the term
hereinafter stated (the "Term"), the premises described below (the "Premises"),
subject to all matters hereinafter set forth and upon and subject to the
covenants, agreements, terms, provisions and conditions of this Lease.

1.       PREMISES

         The Premises demised by this Lease are Suite E-200 in Building E (the
"Building") of Phase II of The Dover Centre (the "Development"), located at 117
Seaboard Lane, Franklin, Tennessee, together with a non-exclusive right to use
parking and other common areas located on the property of LANDLORD encompassing
the Development (the "Land"). The location and dimensions of the Premises are
shown on EXHIBIT A - DEMISED PREMISES, and incorporated herein by reference. No
easement for light or air is incorporated in the Premises.

         A.       AGREED AREAS

<TABLE>
<S>                                               <C>                 <C>
Total rentable square feet                         42,319             square feet

Total rentable area of the Development            105,086             square feet

TENANT's percentage of the
Development for Additional Rent                     40.27                  %
</TABLE>

         B.       USE

                  The Premises shall only be used for office purposes. TENANT's
         use of the Premises shall be subject to EXHIBIT B - BUILDING RULES, as
         the Rules may be hereafter reasonably amended by LANDLORD.

2.       TERM

         The Term of this Lease and TENANT's obligation to pay Base Rent and
Additional Rent hereunder shall commence on the earlier to occur of (i) the date
on which a Certificate of Occupancy is issued by the appropriate governing
authority, or (ii) the 1st day of January, 2004 (the "Commencement Date"), and
shall end on the 31st day of December, 2010 (the "End Date").

<PAGE>

         A.       RENEWAL TERM

                           At TENANT's option, which must be exercised by notice
         in writing to LANDLORD at least one hundred eighty (180) days before
         the End Date, the Term of this Lease may be extended for two (2)
         additional five (5) year terms. Base Rent for each Lease Year of each
         of the Renewal Terms shall be 102% of the Base Rent for the previous
         Lease Year.

         B.       POSSESSION

                           If LANDLORD shall be unable to give possession of the
         Premises on the date of the commencement of the Term because the
         Premises are not ready for occupancy, LANDLORD shall not be subject to
         any liability for the failure to give possession on said date. Under
         such circumstances, unless the delay is the fault of TENANT, the Rent
         shall not commence until the Premises are available for occupancy by
         TENANT, and no such failure to give possession on the date of
         commencement of the Term shall in any way affect the validity of this
         Lease or the obligations of TENANT hereunder. If, at TENANT's request,
         LANDLORD shall make the Premises available to TENANT prior to the date
         of commencement of the Term for the purpose of decorating,
         constructing, furnishing and equipping the Premises, the use of the
         Premises for such work shall not create a LANDLORD-TENANT relationship
         between the parties nor constitute occupancy of the Premises within the
         meaning of the next sentence, but the insurance and indemnity
         provisions of this Lease shall apply from the date the Premises are
         made available to TENANT. If, with the consent of LANDLORD, TENANT
         shall enter into occupancy of the Premises to do business therein prior
         to the date of commencement of the Term, the provisions of the Lease
         shall apply and Rent shall accrue and be payable from the date of
         occupancy.

         C.       INSPECTION OF PREMISES

                           Except as may otherwise be specifically provided in
         EXHIBIT C - TENANT IMPROVEMENTS, TENANT agrees that it has inspected
         the Premises and takes the Premises "as is."

         D.       STANDARD BUILDING SERVICES

                  LANDLORD shall provide to TENANT the standard building
         services provided for in EXHIBIT D - STANDARD BUILDING SERVICES.

3.       RENT

         TENANT shall pay to LANDLORD, on or before the first day of each month
of the Term, in lawful money of the United States of America, at the location
for notices set forth herein, as the location may be seasonably amended, Rent,
consisting of the Base Rent, Additional Rent, any Tenant Improvement Additional
Cost, and any Late Fees.

                                       2
<PAGE>

         A.       (i) BASE RENT

<TABLE>
<CAPTION>
Lease Year        Period            Annual Rent       Monthly Rent       S.F./Year
----------        ------            -----------       ------------       ---------
<S>         <C>                     <C>               <C>                <C>
   1        01/01/04 - 12/31/04*        **                 **             $18.00**

   2        01/01/05 - 12/31/05     $776,663.12        $64,721.93         $18.35

   3        01/01/06 - 12/31/06     $792,028.16        $66,002.35         $18.72

   4        01/01/07 - 12/31/07     $807,854.16        $67,321.18         $19.09

   5        01/01/08 - 12/31/08     $824,154.93        $68,679.58         $19.47

   6        01/01/09 - 12/31/09     $840,944.73        $70,078.73         $19.87

   7        01/01/10 - 12/31/10     $858,238.22        $71,519.85         $20.28
</TABLE>

* If the Date of Commencement is advanced due to earlier occupancy, the last
date of the first lease year will be the date one day prior to the anniversary
of the Date of Commencement, and the Period for all subsequent lease years will
adjust accordingly.

** First year Base Rent to be phased-in per sub-paragraph (iii) below.

                  (ii) PARTIAL MONTH

                           In the event the Term commences on a day other than
                  the first business day of a calendar month, the TENANT shall
                  pay to the LANDLORD, on or before the Commencement Date, a pro
                  rata portion of the monthly installment of Base Rent, such pro
                  rata portion to be based on the number of days remaining in
                  such partial month after the Commencement Date.

                  (iii) MOVING EXPENSES/SIGN ALLOWANCE/FIRST YEAR

                           As an inducement to TENANT to enter into this Lease
                  Agreement, LANDLORD agrees that LANDLORD will provide an
                  allowance of $10,000 for exterior building signage, the design
                  and location of which shall be submitted to and approved by
                  LANDLORD in writing prior to installation. In addition,
                  TENANT's Base Rent for the first year of the Term shall be
                  phased-in according to the schedule attached as Exhibit C-2.
                  TENANT shall receive a credit against the scheduled rent for
                  the first month of the term for moving expenses equal to $2.00
                  per rentable square foot, totaling $84,638.00. TENANT shall
                  submit invoices for it moving expenses within five (5)
                  business days after receipt of same. LANDLORD shall not be
                  obligated to credit any amount of such invoice, or invoices,
                  that exceeds the allowance stated herein.

         B.       ADDITIONAL RENT

                                       3
<PAGE>

                  (i)      Beginning as of the Commencement Date, TENANT shall
         pay LANDLORD, as Additional Rent, a sum equal to Tenant's Proportionate
         Share (as defined below) of the amount by which Operating Expenses (as
         defined below) exceed the "Operating Cost Expense Stop." If the first
         and/or last years of the Term shall not coincide with a calendar year,
         the Tenant's Proportionate Share of Operating Expenses attributable to
         the partial calendar year shall be prorated on the basis of the ratio
         between the number of days of such partial calendar year and 365.

                  (ii)     "Tenant's Proportionate Share" shall mean the
         percentage set forth in Section 1.A. In the event of a mutually agreed
         change in the size of the premises, expansion of the Premises or
         additions to the Premises, the calculation of Tenant's Proportionate
         Share shall be revised appropriately as of the date of such
         modification by utilizing the same formula.

                  (iii)    "Operating Expenses" shall mean and include all
         expenses relating to the Building, the Land and their common area, and
         including all costs of operation, maintenance and management therefor,
         ad valorem real estate taxes (excluding interest or penalties for late
         payment) and the costs, including without limitation, of legal and
         consulting fees, of contesting or attempting to reduce any of said
         taxes, reasonable amortization of capital improvements which are
         required by applicable law, or which will reduce LANDLORD's operating
         expenses or the rate of increases thereof, the cost of labor,
         materials, repairs, insurance, utilities, except for electricity for
         TENANT spaces, and services and such other expenses with respect to the
         operation, maintenance and management of the Building, the Land and
         their common areas, all of which expenses shall be incurred or paid by
         or on behalf of LANDLORD or are properly chargeable to LANDLORD's
         operating expenses in accordance with generally accepted accounting
         principles; as applied to the operation, maintenance and management of
         a first-class building. The foregoing expenses or costs shall be
         grossed up, if necessary, to reflect occupancy of ninety five percent
         (95%) of the rentable space in the Building.

                  (iv)     Notwithstanding the foregoing, it is agreed that the
         Operating Expenses shall not include any leasing, marketing or
         brokerage costs, fees or commission; any cost of tenant improvements;
         any amortization of principal or interest on account of any
         indebtedness; any legal expenses arising out of any misconduct or
         negligence of LANDLORD or any person for which LANDLORD is responsible
         or arising out of dealings between any principals constituting
         LANDLORD, or arising out of any leasing, sale or financing of the
         Building or the Land or any part of either of them; or, except as
         expressly permitted above, any amortization or depreciation.

                  (v)      "Operating Cost Expense Stop" shall be defined as the
         Operating Expenses incurred by LANDLORD during the calendar year 2004.

                  (vi)     It is acknowledged and agreed that it will not be
         possible to determine the actual amount of the excess (if any) of
         Operating Expenses over the Operating Cost Expense Stop for a given
         calendar year until after the end of such calendar year. Therefore,
         until TENANT's liability for Tenant's Proportionate Share of Operating

                                       4
<PAGE>

         Expenses in excess of the Operating Cost Expense Stop shall have been
         finally determined for a particular calendar year, TENANT shall make
         payment on account of such excess as follows:

                  (a)      Commencing as of the Commencement Date and continuing
                           through the Term (and any renewal or extension
                           thereof), and subject to the limitation expressed
                           above, LANDLORD shall make a good faith estimate of
                           Operating Expenses for such calendar year and
                           Tenant's Proportionate Share thereof (hereinafter
                           "Estimated Operating Expenses" and "Tenant's
                           Estimated Proportionate Share"), and TENANT shall pay
                           to LANDLORD, as Additional Rent with each monthly
                           installment of Base Rent, an amount equal to
                           one-twelfth (1/12) of Tenant's Estimated
                           Proportionate Share of the amount by which Estimated
                           Operating Expenses for the current calendar year are
                           estimated to exceed the Operating Cost Expense Stop.
                           Such payments for any partial month shall be paid in
                           advance at the daily rate equal to the monthly
                           payment divided by the number of days in the month
                           for which the same is due. On or about April 1 during
                           each calendar year in which TENANT shall be obligated
                           to make payments on account of excess Operating
                           Expenses, LANDLORD shall furnish to TENANT a
                           statement for such calendar year of Tenant's
                           Estimated Proportionate Share and of Estimated
                           Operating Expenses thereupon, subject to the
                           limitations expressed above. At the beginning of a
                           new calendar year, and until the statement provided
                           for herein has been furnished to TENANT, TENANT shall
                           continue to make payment on account of Tenant's
                           Estimated Proportionate Share of Estimated Operating
                           Expenses at the rate assessed during previous
                           calendar year. However, in no event shall TENANT pay
                           any expense reimbursements for calendar year 2004.

                  (b)      On or before April 1, 2005, and each April 1
                           thereafter during the Term (and any renewal or
                           extension thereof), LANDLORD shall furnish TENANT
                           with a statement setting forth the total amount of
                           Tenant's Proportionate Share of the amount by which
                           Operating Expenses for the preceding calendar year
                           exceeded the Operating Cost Expense Stop. If any such
                           statement shall show an overpayment or underpayment
                           of Tenant's Proportionate Share of excess Operating
                           Expenses for the preceding calendar year, any
                           overpayment shall be refunded to TENANT or credited
                           against payments due from TENANT under this Lease,
                           and the full amount of any underpayment shall be paid
                           to LANDLORD by TENANT not later than the first day of
                           the first calendar month after such statement shall
                           have been delivered to TENANT.

                  (c)      In the event TENANT is required to pay Tenant's
                           Proportionate Share of Operating Expenses, TENANT
                           shall have the right, at TENANT's expense and no more
                           frequently than once per calendar year, to inspect
                           LANDLORD's books and records showing Operating
                           Expenses for the

                                       5
<PAGE>

                           calendar year in question at a mutually agreeable
                           time; provided, however, that TENANT shall not have
                           the right to withhold any payments of Tenant's
                           Proportionate Share of excess Operating Expenses due
                           and payable hereunder in the amount of which may be
                           in dispute, and TENANT must pay the entire amount due
                           and payable pursuant to the terms of this Lease prior
                           to reviewing LANDLORD's books and records. In the
                           event TENANT's inspection of LANDLORD's books and
                           records reveals a verifiable error in LANDLORD's
                           computation of Tenant's Proportionate Share of excess
                           Operating Expenses, TENANT's Rent payment for the
                           next calendar month shall be adjusted to compensate
                           for said overpayment or underpayment. LANDLORD's
                           statement setting forth the total amount of Tenant's
                           Proportionate Share of excess Operating Expenses
                           furnished to TENANT in accordance with these
                           provisions shall be deemed to have been approved by
                           TENANT unless protested by TENANT in writing within
                           ninety (90) days after delivery of such statement to
                           TENANT at the Premises.

                  (vii)    Any contest by LANDLORD of ad valorem real estate
         taxes shall not relieve TENANT of the obligation to continue to make
         payments of Tenant's Proportionate Share of Operating Expenses during
         the pendency of such a contest; provided that promptly upon reduction
         in the amount of any such taxes, LANDLORD shall credit TENANT for
         Tenant's Proportionate Share of such savings.

                  (viii)   Beginning as of the Commencement Date, TENANT shall
         pay LANDLORD, as Additional Rent, a sum equal to the amount by which
         Electric Service Charges for Tenant's demised space (as measured by a
         separate meter for said space) exceeds the "Electrical Expense Stop".
         The Electrical Expense Stop is defined as $1.25 per square foot
         multiplied by the net useable area of the demised space. LANDLORD will
         bill for any overage amount above the Electrical Expense Stop on a
         monthly basis (in arrears).

         C.       TENANT IMPROVEMENT COST

                  TENANT shall pay to LANDLORD any Tenant Improvement Cost
         incurred by LANDLORD which is greater than the amount provided in
         EXHIBIT C-1. The additional Tenant Improvement Cost shall be paid to
         LANDLORD on or before the Commencement Date of the Lease, unless
         EXHIBIT C-1 provides for a different payment schedule.

         D.       LATE FEE

                  If LANDLORD does not receive the Rent payment provided for
         herein by the tenth (10th) day of any month, TENANT shall pay to
         LANDLORD, as a Late Fee and not as a penalty, an additional amount
         equal to five percent (5%) of the total Rent which is owed by TENANT to
         LANDLORD. The assessment of the Late Fee provided herein is cumulative,
         and LANDLORD's waiver of any Late Fee shall not be construed as a
         waiver of any other Late Fees which may accrue in the future. If the
         amount of the Late Fee

                                       6
<PAGE>

         violates any state or federal usury provisions, the Late Fee shall be
         the highest amount allowed by law.

4.       SECURITY DEPOSIT

         Concurrent with the execution of this Lease, TENANT shall deposit with
LANDLORD the sum of Sixty-five Thousand and No/100 $65,000.00 Dollars. If TENANT
defaults with respect to any provision of this Lease, including but not limited
to the provisions relating to the payment of Rent, LANDLORD may use, apply or
retain any part or all of this Security Deposit for the payment of any Rent or
any other sum in default, or for the payment of any other amount which LANDLORD
may be entitled to receive from TENANT. Following any such application of the
Security Deposit, TENANT shall pay to LANDLORD, on demand, an amount necessary
to restore the Security Deposit to its original amount. If TENANT shall fully
and faithfully perform every provision of this Lease to be performed by it, the
Security Deposit, or any balance thereof, less a reasonable cleaning fee, shall
be returned to TENANT upon the expiration of the Term and upon TENANT's vacation
of the Premises.

5.       LIABILITY INSURANCE

         TENANT shall, at TENANT's expense, obtain and keep in force during the
Term of this Lease, a policy of commercial general liability insurance,
including personal injury liability, contractual liability, products and
completed operations liability and liquor liability (if applicable), insuring
LANDLORD, its employees, agents, successors and assignees, as an additional
insured, and TENANT against any liability arising out of the ownership, use,
occupancy or maintenance of the Premises. Such Insurance shall be in the amount
of not less than One Million Dollars ($1,000,000) for bodily injury and property
damage for any one accident or occurrence. The limit of any of such Insurance
shall not limit the liability of TENANT hereunder. If TENANT fails to procure
and maintain such Insurance, LANDLORD may, but shall not be required to, procure
and maintain the same, at TENANT's expense, to be reimbursed by TENANT within
ten (10) days of written demand. All Insurance required to be obtained by TENANT
hereunder shall be issued by companies acceptable to LANDLORD. Within ten (10)
days prior to the Lease Commencement Date, TENANT shall deliver to LANDLORD
certificates of liability insurance required herein with loss payable clauses
satisfactory to LANDLORD. Any deductible under such Insurance policy in excess
of One Thousand Dollars ($1,000) must be approved by LANDLORD in writing prior
to issuance of such policy. No policy shall be cancelable or subject to
reduction of coverage except upon thirty (30) days' prior written notice to
LANDLORD. All such policies shall name LANDLORD and its agents as additional
insureds, shall be written as primary policies not contributing with and not in
excess of coverage which LANDLORD may carry, and shall be written with an
insurance carrier satisfactory to LANDLORD.

6.       CASUALTY INSURANCE - FIXTURES AND EQUIPMENT/ BUSINESS INTERRUPTION

         TENANT shall maintain in full force and effect on all of TENANT's trade
fixtures, equipment and personal property located on the Premises, a policy of
all risk property insurance covering the full replacement value of such
property. TENANT shall provide and keep in force

                                       7
<PAGE>

with companies satisfactory to LANDLORD business interruption and/or loss of
rental insurance in an amount equivalent to six (6) months Rent and Additional
Rent, said insurance shall not contain a deductible greater than One Thousand
Dollars ($1,000). TENANT shall furnish LANDLORD with a certificate of such
Insurance naming LANDLORD as an additional insured. No policy shall be
cancelable or subject to reduction of coverage except upon thirty (30) days'
prior written notice, given by the insurance carrier, to LANDLORD.

7.       INDEMNIFICATION

         TENANT shall indemnify, hold harmless and, at LANDLORD's option,
defend, LANDLORD, its employees, agents, successors and assignees, from and
against any and all costs, expenses, including reasonable attorney's fees,
liabilities, losses, damages, suits, actions, fines, penalties, claims or
demands of any kind, asserted by or on behalf of any person or governmental
authority, arising out of or in any way connected with TENANT's occupancy of the
Premises, including any accident, death or personal damage to or loss or theft
of property, including the Premises, which shall occur in or about the Premises
and which is occasioned in whole or in part by any act or omission of TENANT,
its agents, contractors, licensees, invitees or employees. [SEE RIDER 7
ATTACHED.]

8.       WAIVER AND LIMITATION OF LIABILITY

         LANDLORD shall not be liable in any manner to TENANT for any injury to
or death of persons, or for any loss of or damage to property of TENANT, its
employees, agents, customers or invitees, regardless of whether such property is
entrusted to employees of the Building, or such loss or damage is occasioned by
casualty, theft or any other cause of whatever nature, unless caused solely by
the willful misconduct or gross negligence of LANDLORD. In no event shall
LANDLORD be liable in any manner to TENANT or any other party as the result of
the acts or omissions of TENANT, its agents, employees, contractors or any other
tenant of the Building. All personal property upon the Premises shall be at the
risk of TENANT only, and LANDLORD shall not be liable for any damage thereto or
theft thereof, whether or not caused, in whole or in part, by the negligence of
LANDLORD. The foregoing provisions of this Paragraph 8 are not intended to, and
shall not, limit any right that TENANT might otherwise have to obtain injunctive
relief against LANDLORD or any suit or action in connection with enforcement or
collection of which may become owing or payble under or on account of insurance
maintained by LANDLORD.

         TENANT agrees to look solely to LANDLORD's interest in the Building and
the Rent and other income derived therefrom for the recovery of any monetary
judgment against LANDLORD. Accordingly, LANDLORD's obligations and liability
with respect to this Lease shall be limited solely to LANDLORD's interest in the
Building, as such interest is constituted from time to time, and the Rent and
other income derived therefrom, and neither LANDLORD nor any officer, employee,
director, member, manager, shareholder or partner of LANDLORD shall have any
personal liability whatsoever with respect to this Lease.

9.       QUIET ENJOYMENT

                                       8
<PAGE>

         If and so long as TENANT pays the Rent reserved hereunder and any other
sums due hereunder, and observes and performs all of the covenants, conditions
and provisions provided herein, TENANT shall, and may peacefully and quietly
have, hold and enjoy the Premises for the entire Term hereof, subject to all
provisions of this Lease.

10.      HAZARDOUS MATERIALS

         TENANT covenants not to introduce any hazardous or toxic materials onto
the Premises without complying with all applicable federal, state and local laws
or ordinances pertaining to the transportation, storage, use or disposal of such
materials, including but not limited to obtaining proper permits. If TENANT's
transportation, storage, use or disposal of hazardous or toxic materials on the
Premises results in the contamination of the soil or surface or ground water, or
loss or damage to person(s) or property, then TENANT agrees to:

                  (a)      notify LANDLORD immediately of any contamination,
         claim of contamination, loss or damage;

                  (b)      after consultation with the LANDLORD, clean up the
         contamination in full compliance with all applicable statutes,
         regulations and standards; and

                  (c)      indemnify, defend and hold LANDLORD harmless from and
         against any claims, suits, causes of action, costs and fees, including
         attorney's fees and costs, arising from or connected with any such
         contamination, claim of contamination, loss or damage. This provision
         shall survive termination of this Lease.

11.      TENANT'S RIGHT TO USE AND ALTER AND COVENANT AGAINST LIENS

         A.       RESTRICTIONS ON USE

                  No act shall be done in or about the Premises that is unlawful
         or that will increase the existing rate of insurance on the Building.
         In the event of a breach of this covenant, TENANT shall pay to LANDLORD
         any and all increases in insurance premiums resulting from such breach.
         TENANT shall not commit or allow to be committed any waste upon the
         Premises, or any public or private nuisance or other act or thing which
         disturbs the quiet enjoyment of any other tenant in the Building. If
         any of the TENANT's office machines or equipment disturb any other
         tenant in the Building, then TENANT shall provide adequate insulation,
         or take such other action as may be necessary to eliminate the noise or
         disturbance. TENANT, at its expense, shall comply with all laws
         relating to its use or occupancy of the premises and shall observe such
         reasonable rules and regulations as may be adopted and made available
         to TENANT by LANDLORD from time to time for the safety, care and
         cleanliness of the Premises or the Building, and for the preservation
         of good order therein.

                                       9
<PAGE>

         B.       ADDITIONS AND FIXTURES

                  (i)      TENANT will make no alteration, change, improvement,
         repair, replacement or addition to the Premises without the prior
         written consent of LANDLORD. If LANDLORD grants such prior written
         consent, the work shall be at TENANT's expense but by workmen of
         LANDLORD or workmen and contractors approved in advance in writing by
         LANDLORD, and in a manner and upon terms and conditions and at times
         satisfactory to and approved in advance in writing by LANDLORD
         including, but not limited to, such contractor performing work on the
         Premises to carry and maintain, at no expense to LANDLORD,
         non-deductible commercial general liability insurance, including but
         not limited to, contractor's liability coverage, contractual liability
         coverage, completed operations coverage, workmen's compensation
         insurance, broad form property damage endorsement and contractor's
         protection liability coverage in such amounts and with such companies
         as LANDLORD shall approve.

                  (ii)     TENANT may remove its trade fixtures, office supplies
         and movable office furniture and equipment not permanently attached to
         the Building, other than fixtures or equipment furnished and purchased
         by LANDLORD, provided (a) such removal is made prior to the termination
         of the Term; and (b) TENANT promptly repairs all damage caused by such
         removal. All other property at the Premises and any alteration or
         addition to the Premises (including wall-to-wall carpeting, paneling or
         other wall covering) and any other article attached or affixed to the
         floor, wall or ceiling of the Premises (any of which as stated above
         shall require LANDLORD's prior written consent) shall become the
         property of LANDLORD and shall remain upon and be surrendered with the
         Premises as part thereof at the termination of this Lease, and TENANT
         hereby waives all rights to any payment or compensation therefor. Upon
         written request from the LANDLORD, TENANT will, prior to termination of
         this Lease, remove any and all alterations, additions, fixtures,
         equipment and property placed or installed by it or at its request in
         the Premises and will repair any damage caused by such removal.

         C.       LIENS OF TENANT

                  If, because of any act or omission of TENANT, any mechanic's
         lien or other lien, charge, or order for the payment of money is filed
         against any portion of the Premises, TENANT shall, at its expense,
         cause the lien or liens to be discharged of record or bonded-off within
         thirty (30) days after it receives written notice from LANDLORD of
         their filing. If TENANT contests the validity of the lien(s), TENANT
         shall provide a bond issued by a surety which is acceptable to LANDLORD
         which shall indemnify and hold LANDLORD harmless against and from all
         costs, liabilities, suits, penalties, claims and demands arising from
         said liens.

         D.       REMOVAL OF LIENS

                                       10
<PAGE>

                  If TENANT fails to cause the liens to be discharged or
         bonded-off within the required thirty (30)-day period or fails to
         satisfy any final (non-appealable) judgment in favor of the lien
         holders within thirty (30) days, LANDLORD may cause the liens to be
         discharged. All payments by LANDLORD to have liens discharged shall
         constitute Additional Rent payable to it by TENANT, and shall be
         immediately due and payable to LANDLORD.

12.      REPAIRS AND MAINTENANCE

         A.       COMMON AREAS

                  LANDLORD shall maintain, or cause to be maintained, the common
         areas of the Building, such as lobbies, elevators, stairs and
         corridors, sidewalks, the roof, foundations and exterior walls of the
         Building, and the underground utility and sewer pipes outside the
         exterior walls of the Building, except that any of such repairs
         rendered necessary by the negligence or willful misconduct of TENANT,
         its agents, customers, employees, independent contractors, guests or
         invitees, the repair of which shall be paid for by TENANT within ten
         (10) days of LANDLORD's written demand. Subject to LANDLORD's right of
         access, TENANT shall be exclusively responsible for the interior of the
         Premises. TENANT shall promptly report in writing to LANDLORD any
         defective condition known to it which LANDLORD is required to repair,
         and failure to so report such defects shall make TENANT responsible to
         LANDLORD for any liability incurred by LANDLORD by reason of such
         conditions. TENANT hereby waives the right to make repairs at
         LANDLORD's expense under any other law, statute or ordinance now or
         hereafter in effect.

         B.       ACCESS

                  TENANT shall permit LANDLORD and its agents to enter the
         Premises at all reasonable times to inspect the same to show the
         Premises to prospective tenants or interested parties, such as
         prospective lenders and purchasers; to exercise its rights under this
         Lease; to clean, repair, alter or improve the Premises or the Building;
         to discharge TENANT's obligations when TENANT has failed to do so
         within a reasonable time after written notice from LANDLORD, to post
         notices of non-responsibility and similar notices and "for sale" signs,
         and to place "for lease" signs upon or adjacent to the Building or the
         Premises at any time within twelve (12) months of the expiration of the
         term of this Lease. TENANT shall permit LANDLORD and its agents to
         enter the Premises at any time in the event of an emergency. When
         reasonably necessary, LANDLORD may temporarily close entrances, doors,
         corridors, elevators or other facilities without liability to TENANT by
         reason of such closure. Should it become necessary to close the
         Building, TENANT may have access to the Premises to retrieve necessary
         files and equipment for the continued operation of its business. An
         exercise of LANDLORD's rights hereunder shall not be deemed to be a
         trespass or a disturbance of TENANT's right to quiet enjoyment of the
         Premises.

                                       11
<PAGE>

         C.       FORCE MAJEURE

                  This Lease and the obligations attendant hereunder shall not
         be affected or impaired because LANDLORD is unable to fulfill any of
         its obligations hereunder, or is delayed in doing so, if such inability
         or delay is caused by reason of strike, labor troubles, acts of God, or
         any other cause beyond the reasonable control of LANDLORD.

                  This Lease and the obligations of TENANT hereunder shall not
         be affected or impaired because TENANT is unable to fulfill any of its
         obligations hereunder, or is delayed in doing so, if such inability or
         delay is caused by reason of acts of God or any other cause beyond the
         reasonable control of TENANT, except strikes or labor troubles caused
         by TENANT's employees shall not be an event of force majeure.

13.      DAMAGE OR DESTRUCTION

         A.       DAMAGE REPAIR

                  If the Premises shall be destroyed or the Building shall be
         damaged such that the Premises are rendered unrentable, either wholly
         or in part, by fire or other casualty, LANDLORD may, at its option, (i)
         terminate this Lease effective as of the date of such damage or
         destruction, or (ii) restore the Premises to its previous condition, if
         such restoration can be substantially accomplished within a reasonable
         time and, in the meantime, the Rent shall be abated in the same
         proportion as the unusable portion of the Premises bears to the whole
         thereof, and this Lease shall continue in full force and effect. If the
         damage is due, directly or indirectly, to the fault or neglect of
         TENANT or its officers, contractors, licensees, agents, servants,
         employees, guests, invitees or visitors, there shall be no abatement of
         Rent, except to the extent LANDLORD receives proceeds from any
         applicable Insurance policy of TENANT to compensate LANDLORD for loss
         of Rent.

         B.       RIGHT OF TERMINATION

                  If such damage can not be repaired within ninety (90) days of
         its occurrence (as estimated by LANDLORD's architect), this Lease may
         be terminated by either LANDLORD or TENANT by giving written notice
         thereof to the other party within thirty (30) days after receipt of a
         certificate by LANDLORD's architect which shall be delivered to TENANT
         no later than thirty (30) days following such damage or destruction.
         The Lease shall terminate as of the date such notice is given, and
         TENANT shall pay the Rent apportioned to the time of such notice and
         shall pay all other obligations of TENANT owing on the date of
         termination, and TENANT shall immediately surrender the Premises to
         LANDLORD.

         C.       BUSINESS INTERRUPTION

                  Other than rental abatement provided herein, no damages,
         compensation or claim shall be payable by LANDLORD for inconvenience or
         loss of business arising from

                                       12
<PAGE>

         interruption of business, or repair or restoration of the Building or
         Premises, except for damage caused by the gross negligence or willful
         misconduct of LANDLORD.

         D.       REPAIRS

                  LANDLORD's obligations, should it elect to repair, shall be
         limited to the base Building, common areas and the interior
         improvements installed by LANDLORD. Notwithstanding anything herein to
         the contrary, if the Premises are destroyed or damaged during the last
         twelve (12) months of the term of this Lease, then LANDLORD or TENANT
         may, at its option, cancel and terminate this Lease as of the date of
         occurrence of such damage.

14.      CONDEMNATION

         If the entire Building and Land, any portion thereof which includes a
substantial part of the Premises, or such portions which prevent the operation
of the Building on a financially sound basis, shall be taken or condemned by any
condemning authority for any public use or purpose, or should be sold in lieu of
condemnation, the term of this Lease shall end upon, and not before, the date
when the possession of the part so taken shall be required for such use or
purpose, and without apportionment of the condemnation award which shall be the
sole property of the LANDLORD. TENANT expressly subordinates its interest in any
award to the right of any first deed of trust holder to have its indebtedness
satisfied from said award.

         If this Lease is not so terminated upon any such taking or sale, and if
a portion of the Premises is affected hereby, the Base Rent payable hereunder
shall be diminished by an equitable amount, and LANDLORD shall restore the
Building and the Premises to substantially their former condition, except
LANDLORD's obligation to restore shall not exceed the amount of condemnation
proceeds actually received by LANDLORD free from the claims of mortgagees and
prorated between all tenants of the Building whose leased premises have been
damaged.

         To the extent TENANT can make a separate claim from the condemning
authority (and not reduce the amount of LANDLORD's award), TENANT may claim and
receive therefrom TENANT's moving expenses, the value of TENANT's fixtures and
improvements, and any damages suffered by TENANT as a result of having to pay
rent in excess of the rent set forth in this Lease. To the extent LANDLORD's
award would be reduced, TENANT waives any claim it may have for the value of the
unexpired term of this Lease, but not otherwise.

15.      LANDLORD'S RIGHT OF RELOCATION

         This section intentionally deleted and remains blank.

                                       13
<PAGE>

16.      ASSIGNMENT, SUBLETTING, SUBORDINATION AND ATTORNMENT

         A.       ASSIGNMENT AND SUBLEASE

                  TENANT may not assign, mortgage, pledge, or otherwise encumber
         its interest in this Lease without the written permission of LANDLORD.
         TENANT may sublet the Premises to a third party acceptable to LANDLORD,
         provided that the sublease is expressly subject to the provisions of
         this Lease, and that the sublease does not affect or reduce TENANT's
         obligations hereunder, which shall continue in full effect as the
         obligations of a principal and not as a guarantor or surety, to the
         same extent as though no sublease has been made.

         B.       SUBORDINATION OF LEASE TO DEED OF TRUST

                  (i.) Unless otherwise required pursuant to subparagraph ii
         below, this Lease and all rights of Tenant hereunder are and shall be
         subject and subordinate to the lien of any Mortgage. The term
         "Mortgage" means any deed to secure debt, mortgage, deed of trust, or
         other instrument in the nature thereof which may now or hereafter
         affect LANDLORD's fee title to the Premises, any other instrument
         encumbering the fee title of the Premises, and any modifications,
         renewals, consolidations, extensions, or replacements thereof.

         (ii.)    The provisions of subparagraph (i) above shall be
         self-operative, and no further instrument of subordination shall be
         required by the holder of any Mortgage. In confirmation of such
         subordination, Tenant shall, upon demand, execute, acknowledge, and
         deliver to LANDLORD or the holder of any Mortgage, without expense to
         LANDLORD or such holder, any and all instruments that may be requested
         by LANDLORD or such holder to evidence the subordination of this Lease
         and all rights hereunder to the lien of any such Mortgage. Should
         Tenant fail to execute, acknowledge, and deliver to LANDLORD or such
         holder any such instrument within ten (10) days following written
         request therefor, LANDLORD or such holder, in addition to any other
         remedies available to it in consequence thereof, may execute,
         acknowledge, and deliver the same as the attorney-in-fact of Tenant and
         in Tenant's name, place, and stead, and Tenant hereby irrevocably
         makes, constitutes, and appoints LANDLORD or such holder, and their
         respective successors and assigns, such attorney-in-fact for that
         purpose.

         (iii)    Tenant shall, upon demand, execute, acknowledge, and deliver
         to LANDLORD or to the holder of any Mortgage, without expense to
         LANDLORD or such holder, any and all instruments that may be necessary
         to make this Lease superior to the lien of any such Mortgage. Should
         Tenant fail to execute, acknowledge, and deliver any such instrument
         within ten (10) days following the giving of a written request
         therefor. LANDLORD or such holder, in addition to any other remedies
         available to it in consequence thereof, may execute, acknowledge, and
         deliver the same as the attorney-in-fact of Tenant and in Tenant's
         name, place and stead, and Tenant hereby irrevocably makes,
         constitutes, and appoints LANDLORD or such holder, and their respective
         successors and assigns, such attorney-in-fact for that purpose.

                                       14
<PAGE>

         C.       ATTORNMENT

         (i)      Tenant shall, upon demand, execute, acknowledge, and deliver
         to LANDLORD or to the holder of any Mortgage, without expense to
         LANDLORD or such holder, any and all instruments that may be necessary
         to make this Lease superior to the lien of any such Mortgage. Should
         Tenant fail to execute, acknowledge, and deliver any such instrument
         within ten (10) days following the giving of a written request
         therefor. LANDLORD or such holder, in addition to any other remedies
         available to it in consequence thereof, may execute, acknowledge, and
         deliver the same as the attorney-in-fact of Tenant and in Tenant's
         name, place and stead, and Tenant hereby irrevocably makes,
         constitutes, and appoints LANDLORD or such holder, and their respective
         successors and assigns, such attorney-in-fact for that purpose.

         (ii)     Upon request by Tenant, LANDLORD shall use reasonable efforts
         in obtaining for Tenant a Subordination, Non-Disturbance and Attornment
         Agreement from the holder of any mortgage.

17.      TENANT DEFAULTS AND LANDLORD'S REMEDIES

         A.       All rights and remedies of LANDLORD herein enumerated shall be
cumulative, and none shall exclude any other rights or remedies allowed by law
or in equity. The occurrence of any of the following shall constitute a default
and breach of this Lease by TENANT:

                  (i)      TENANT shall fail, neglect or refuse to pay any
         installment of Rent promptly at the time and in the amount as herein
         provided, or to pay any other monies agreed to by it to be paid
         promptly when and as the same shall become due and payable under the
         terms hereof and either of such defaults shall continue for a period of
         more than twenty (20) days (provided that LANDLORD shall not be
         required to give such notice of said payment default); or if

                  (ii)     TENANT shall fail, neglect or refuse to keep and
         perform any of the other covenants, conditions, stipulations or
         agreements herein contained, and such default shall continue for a
         period of more than thirty (30) days after notice thereof is given in
         writing to TENANT by LANDLORD (provided, however, that if the cause for
         giving such notice involves the making of repairs or other matters
         reasonably requiring a longer period of time than said thirty (30) day
         period, TENANT shall be deemed to have complied with such notice so
         long as it has commenced to comply with said notice within said thirty
         (30) day period and is diligently prosecuting compliance of said
         notice).

         B.       In the event of any such default or breach of this Lease by
TENANT, LANDLORD shall have the right and option, subject to the provisions set
forth herein, to declare the entire Rent due for the balance of the term hereof
together with the costs of suit and reasonable attorney's fees immediately due
and payable by TENANT, and shall have any or all

                                       15
<PAGE>

of the remedies hereunder set forth, and further, in the event of such default
or breach of this Lease or LANDLORD's agent to cancel or annul this Lease at
once and re-enter the Premises and remove all persons and their property
therein, and such property may be stored in a public warehouse or elsewhere at
the cost of the TENANT, all without service of notice or resort to legal process
and without being deemed guilty of any manner of trespass and without prejudice
to any remedies which might otherwise be used by LANDLORD.

         C.       The LANDLORD may, however, at its option, at any time after
TENANT's default re-enter and take possession of said Premises and remove any
property contained therein without such re-entry working a forfeiture of the
Rents to be paid and the covenants, agreements and conditions to be kept and
performed by TENANT for the full term of this Lease. In such event, LANDLORD
shall have the duty to mitigate, including the duty to divide or subdivide the
Premises in any manner LANDLORD may determine and to lease or let the same or
portions thereof for such periods of time and at such rentals and for such use
and upon such covenants and conditions as are commercially reasonable, applying
the net rentals from such letting first to the payment of LANDLORD's expense
incurred in dispossessing TENANT, including, without limitation, reasonable
attorney's fees, and the cost and expense of making such improvements,
alterations and repairs in the Premises as may be necessary in order to enable
LANDLORD to re-let the same, and to the payment of any brokerage commissions or
other necessary expenses of LANDLORD in connection with such re-letting. The
balance, if any, shall be applied by LANDLORD, from time to time, on account of
the payments due or payable by TENANT hereunder with the right reserved to
LANDLORD to bring such action or proceedings for the recovery of any deficits
remaining unpaid as LANDLORD may deem favorable from time to time without
obligation to await the end of the term hereof for the final determination of
TENANT's account. The good faith failure of LANDLORD to re-let the Premises or
any part or parts thereof shall not release or affect TENANT's liability for
damages. LANDLORD may make such alterations, repairs, replacements and/or
decorations in the Premises as LANDLORD, in LANDLORD's sole judgment, considers
advisable and necessary for the purpose of re-letting the Premises; and the
making of such alterations, repairs, replacements and/or decorations shall not
operate or be construed to release TENANT from liability hereunder as aforesaid.
In any actions or proceedings against TENANT for any of the above deficits or
"Final Damages," LANDLORD shall be entitled to recover reasonable attorney's
fees incurred.

         Any balance remaining, however, after full payment and liquidation of
LANDLORD's account as aforesaid, shall be paid to TENANT from time to time, with
the right reserved to LANDLORD, at any time to give notice in writing to TENANT
of LANDLORD'S election to cancel and terminate this Lease and require TENANT to
pay "Final Damages" upon the giving of such notice, and upon the simultaneous
payment by TENANT to LANDLORD of Final Damages, this Lease and the obligations
thereunder on the part of either party to the other shall terminate.

         "Final Damages" means the present worth of the amount by which "Final
Credits" exceeds "Final Debits." "Final Credits" means the Rent that would have
been payable from the date on which the above election is exercised to the date
on which the term of this Lease would have expired if this Lease had not been
terminated. "Final Debits" means the fair rental value of the Premises for the
same period. Present worth shall be discounted at a rate equal to the "Prime

                                       16
<PAGE>

Rate" on the date on which the election is exercised. The discount shall be
compounded monthly. The Prime Rate means the Prime Rate of AmSouth Bank (or its
successor) as publicly announced from time to time. If AmSouth ceases to
publicly announce its prime rate, the Prime Rate shall be the average prime rate
on short term business loans for the month prior to the month in which the
option is exercised as set forth in the Federal Reserve Statistical Release
published by the Board of Governors of the Federal Reserve System.

         Anything herein to the contrary notwithstanding, nothing herein shall
be construed to limit any obligation of LANDLORD under applicable law to
mitigate LANDLORD's damages or to cause a waiver of any rights or defenses
available to TENANT.

         All payments due under this Lease shall be deemed to be due and payable
by TENANT to LANDLORD with interest thereon from the date when the particular
amount became due to the date of payment thereof to LANDLORD. The aforesaid
interest shall be the lesser of highest legal rate then in effect in the State
of Tennessee or the "Prime Rate" seasonably adopted by AmSouth Bank, plus six
percent (6%).

         The term "business day" as used herein shall exclude Saturdays,
Sundays, and any holiday observed by federally chartered banks in the United
States.

18.      SURRENDER OF PREMISES

         At termination of this Lease by lapse of time or otherwise, TENANT
shall surrender the Premises to LANDLORD, together with all alterations,
additions and improvements thereto, in broom-clean condition and in good order
and repair, except for ordinary wear and tear and damage for which TENANT is not
obligated to make repairs under this Lease; failing this, LANDLORD may restore
the Premises to such condition and TENANT shall pay the cost thereof. Upon such
termination, all installations, alterations, additions, hardware and
improvements, including partitions which may have been installed by either
LANDLORD or TENANT upon the Premises, shall remain upon Premises and shall be
LANDLORD's property unless otherwise provided for in accordance with the terms
hereof, all without compensation, allowance, or credit, except that TENANT's
moveable office equipment and furniture shall remain TENANT's property, and if
TENANT shall not then be in default, TENANT shall have the right prior to such
termination to remove the same. TENANT shall surrender the Premises to LANDLORD
at the end of the term hereof, without notice of any kind, and TENANT waives all
right to any such notice as may be provided under any laws now or hereafter in
effect. The provisions of this Section shall survive the termination of this
Lease.

19.      HOLDING OVER

         In the event TENANT shall fail to surrender possession of the Premises
upon the expiration or sooner termination of this Lease, TENANT shall, at the
LANDLORD's sole option, be deemed to be occupying the Premises as a tenant from
month to month and shall pay to LANDLORD, as an occupancy charge, an amount
equal to the sum of one hundred fifty percent (150%) of the Rent paid during the
last month prior to the expiration or earlier termination of this Lease;
provided, however, in such event TENANT shall not be released from any further
costs,

                                       17
<PAGE>

damages or liabilities whether direct, indirect or consequential, suffered by
LANDLORD and occasioned by TENANT's holding over, and TENANT agrees to indemnify
and hold LANDLORD harmless.

20.      BANKRUPTCY

         If there shall be filed against TENANT, in any court, pursuant to any
statute, either the United States or of any state, a petition in bankruptcy or
insolvency or for reorganization or for the appointment of a receiver or trustee
of all or any portion of TENANT's property and TENANT fails to secure a
discharge thereof within thirty (30) days from the date of such filing, or if
TENANT shall voluntarily file any such petition or make an assignment for the
benefit of creditors or petition for or enter into a slow-pay arrangement, then,
in any of such events, this Lease, at the option of LANDLORD, may be canceled
and terminated without service of notice or resort to legal process. In the
event of a termination of this Lease pursuant to this Paragraph, neither TENANT
nor any person claiming through or under TENANT (whether by virtue of any
statute or any order of any court or otherwise) shall be entitled to acquire or
remain in possession of the Premises, as the case may be, and LANDLORD shall
have no further liability hereunder to TENANT or any other person and TENANT or
any other such person shall forthwith quit and surrender the Premises. If this
Lease shall be so canceled or terminated, LANDLORD, in addition to the other
rights and remedies of LANDLORD contained elsewhere in this Lease, or under any
statute or rule of law, may retain as liquidated damages any Rent, security
deposit and any other money received by LANDLORD from TENANT or others on behalf
of TENANT.

         In the event of a proceeding involving TENANT under the Bankruptcy
Code, 11 U.S.C. 101 et seq., if this Lease is assumed by TENANT's trustee in
bankruptcy (after such trustee has cured all existing defaults, compensated
LANDLORD for any loss resulting therefrom and provided adequate assurance of
future performance), then this Lease may not be assigned by the trustee to a
third party, unless such party (a) executes and delivers to LANDLORD an
agreement in recordable form whereby such party assumes and agrees with LANDLORD
to discharge all obligations of TENANT under this Lease, including, without
limitation, the provisions of Paragraph 7 relating to the permitted use of the
Premises and the manner of operation thereof; (b) has a net worth and operating
experience at least comparable to that possessed by TENANT named herein as of
the execution of this Lease; and (c) grants LANDLORD, to secure the performance
of such party's obligations under this Lease, a security interest in such
party's merchandise, inventory, personal property, fixtures, furnishings, and
accounts receivable (and the proceeds of all of the foregoing) with respect to
its operations in the Premises, and in connection therewith, such party shall
execute such security agreements, financing statements and other documents (the
forms of which are to be designated by LANDLORD) as are necessary to perfect
such lien.

21.      LANDLORD DEFAULT AND TENANT'S REMEDIES

         In the event LANDLORD shall fail to perform any of its obligations
hereunder, including without limitation, general building appearance,
maintenance and structural repairs, TENANT shall be entitled to perform such
repairs and maintenance as is reasonably necessary and appropriate in order to
cause compliance with LANDLORD's obligations, provided TENANT

                                       18
<PAGE>

has first given LANDLORD fifteen (15) days' written notice, and unless LANDLORD
shall have commenced curing the same within fifteen (15) days after the notice
and is continuing to cure the same with due diligence. In the event of emergency
repairs or maintenance, TENANT shall give such written notice as is reasonable
or available under the circumstances, but not less than twelve (12) hours. In
such event LANDLORD will not be in default if LANDLORD commences curing the same
within said twelve (12) hour period and continues to cure the same with due
diligence. LANDLORD agrees to reimburse TENANT for the reasonable costs of
repairs and maintenance, provided that TENANT complies with this provision and
submits a written claim for reimbursement to LANDLORD. Upon LANDLORD's failure
to so reimburse TENANT within thirty (30) days, such reimbursement shall accrue
interest from the date thereof at a rate per annum equal to the lesser of the
maximum rate permitted in the State of Tennessee or the Prime Rate of AmSouth
Bank, plus six percent (6%).

22.      No WAIVER OR SATISFACTION AND ACCORD

         The failure or delay on the part of either party to enforce or exercise
at any time any of the provisions, rights or remedies in this Lease shall in no
way be construed to be a waiver thereof, nor in any way to affect the validity
of this Lease or any part hereof, or the right of the party to thereafter
enforce each and every such provision, right or remedy. No waiver of any breach
of this Lease shall be held to be a waiver of any other or subsequent breach.
The receipt by LANDLORD of Rent, or any other payment by TENANT at a time when
the Rent or the payment of any other sums are due shall not be construed to be
other than a payment on account of the Rent or any other sums then due, which
may be applied in such manner as LANDLORD deems appropriate, nor shall any
statement on TENANT's check or any letter accompanying TENANT's check be deemed
an accord and satisfaction. LANDLORD may accept any such payment without
prejudice to LANDLORD's right to recover the balance of the Rent due or to
pursue any other remedies provided in this Lease. No act or thing done by
LANDLORD or LANDLORD's agents or employees during the Term of this Lease shall
be deemed an acceptance of a surrender of the Premises, and no agreement to
accept such a surrender shall be valid unless in writing and signed by the
LANDLORD.

23.      DISPUTE RESOLUTION

         A.       MEDIATION

                  As a condition precedent to any other rights hereunder, the
         parties agree that any controversy, claim or dispute arising out of the
         Lease, or the breach or alleged breach of the Lease, shall first be
         submitted to mediation by a mediator acceptable to the parties. The
         costs of the mediation shall be equally shared by the parties. If the
         parties cannot agree on a mediator within thirty (30) days after either
         party makes a written demand on the other party for mediation, the
         parties shall have the remedies provided herein.

         B.       ARBITRATION

                  (i) Except for the Excluded Issues (as defined herein), any
         controversy, dispute or claim arising out of this Lease or the breach
         or alleged breach of this Lease

                                       19
<PAGE>

         shall be settled by arbitration. The award rendered by the arbitrator
         or arbitrators shall be final, and any judgment upon the award rendered
         by the arbitrator or arbitrators shall be entered in a state court in
         Williamson County, Tennessee. The party hereunder demanding arbitration
         of any controversy, dispute or claim arising out of this Lease or any
         breach or alleged breach of this Lease shall serve a written notice of
         such demand with the other party. In the event the parties are unable
         to agree upon an arbitrator within thirty (30) days after such notice,
         each party shall designate a dis-interested third party to serve as an
         arbitrator. The two arbitrators shall choose a third arbitrator to
         serve on the panel. Such written notice shall be given not later than
         sixty (60) days after the controversy, dispute or claim arises or the
         breach or alleged breach of this Lease occurs. Any arbitration under or
         related to this Lease may include any other party that is or may be
         involved in the controversy, dispute, claim or breach or alleged breach
         that is the subject matter of the arbitration proceeding. Provided,
         however, and notwithstanding the foregoing to the contrary, the
         following matters and issues (the "Excluded Issues") shall be excluded
         from the mandatory mediation and arbitration provisions of this
         Section:

                  (a)      LANDLORD's exercise of its rights and remedies
                           provided for under this Lease solely to gain
                           possession of the premises or solely to terminate
                           TENANT's right of possession to the Premises, which
                           disputes shall be resolved in state court in
                           Williamson County, Tennessee, subject to appeal
                           pursuant to applicable law;

                  (b)      Disputes regarding whether arbitration hereunder of a
                           particular controversy, dispute or claim arising out
                           of this Lease or the breach or alleged breach of this
                           Lease is barred by the applicable statute of
                           limitations specified in Tennessee law, which
                           disputes relating to whether the statue of
                           limitations is a bar to a particular controversy,
                           dispute or claim shall be resolved in state court in
                           Williamson County, Tennessee, subject to appeal
                           pursuant to applicable law; and

                  (c)      Claims of third parties against TENANT.

                  (ii)     Except with regard to the Excluded Issues (which
         shall be resolved as provided below), LANDLORD and TENANT hereby
         irrevocably waive any and all rights they may have to resolve any
         controversy, dispute or claim arising out of this Lease or the breach
         or alleged breach of this Lease in a manner that is inconsistent with
         the provisions of this Lease.

                  (iii)    Neither the parties to this Lease nor the arbitrator
         or arbitrators may make any public disclosure of (a) the existence of
         any controversy, dispute or claim arising out of this Lease or the
         breach or alleged breach of this Lease; (b) the existence of an
         arbitration proceeding under this Lease; or (c) the results of any
         arbitration proceeding under this Lease, unless LANDLORD and TENANT
         both consent in writing to such public disclosure. Provided, however,
         this prohibition shall not be deemed or construed

                                       20
<PAGE>

         to prevent or impede the entry of any judgment upon or award rendered
         by the arbitrator or arbitrators in state court in Williamson County,
         Tennessee, as contemplated above.

24.      ESTOPPEL CERTIFICATES

         Either party shall, without charge, at any time within ten (10) days
after the other's written request, from time to time, certify by written
instrument duly executed and acknowledged to any person specified in the
request, as to the following:

         (a)      whether this Lease has been supplemented or amended, and if
                  so, the substance and manner of such supplement or amendment;

         (b)      the validity and force and effect of this Lease, in accordance
                  with its tenor as then constituted;

         (c)      the existence of any Default thereunder;

         (d)      the existence of any offsets, counterclaims, or defenses
                  thereto by the other party;

         (e)      the commencement and expiration dates of the term of this
                  Lease; and

         (f)      all other matters that reasonably may be so requested.

Any such certificate may be relied upon by the party requesting it and any other
person to whom it may be exhibited or delivered. The contents of the certificate
shall be binding on the other party executing it.

25.      SHORT FORM LEASE

         If requested by TENANT, LANDLORD shall execute a Memorandum of Lease in
order to protect TENANT's interest.

26.      BROKERS

         TENANT warrants to LANDLORD that TENANT has dealt and negotiated solely
and only with the LANDLORD and/or its agent, Cumberland Advisors LLC, for this
Lease and with no other broker, firm, company or person.

         TENANT, for good and valuable consideration, shall indemnify and hold
LANDLORD, its employees, agents, successors and assignees, harmless from and
against any and all claims, suits, proceedings, damages, obligations,
liabilities, counsel fees, costs, losses, expenses, orders and judgments imposed
upon, incurred by or asserted against LANDLORD by reason of the falsity or error
of the aforesaid warranty. The provisions of this section shall survive the
termination of this Lease.

                                       21
<PAGE>

27.      AUTHORITY OF TENANT

         If TENANT is a corporation, limited liability company or partnership,
each individual executing this Lease on behalf of said corporation, limited
liability company or partnership represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of said corporation,
limited liability company or partnership, and that this Lease is binding upon
said corporation, limited liability company or partnership.

28.      NOTICES

         All notices, demands, requests, consents, approvals, offers, statements
and other instruments or communications required or permitted to be given
hereunder shall be in writing and be deemed to have been given when delivered,
or when mailed by first class registered or certified mail, postage prepaid,
addressed to:

         TENANT            :          Prior to Commencement Date -

                                      General Counsel
                                      IASIS Healthcare Corporation
                                      113 Seaboard Lane, Suite A-200
                                      Franklin, Tennessee 37067

                                      After Commencement Date -

                                      General Counsel
                                      IASIS Healthcare Corporation
                                      117 Seaboard Lane, Suite E-200
                                      Franklin, Tennessee 37067

         LANDLORD          :          Michael L. Murphy, Chief Manager
                                      The Dover Centre, LLC
                                      113 Seaboard Lane, Suite A-105
                                      Franklin, Tennessee 37067
29.      MISCELLANEOUS

         A.       SEVERABILITY

                           If any provision of this Lease or any application
                  thereof shall be invalid or unenforceable, the remainder of
                  this Lease and any other application of such provisions hall
                  not be affected thereby.

                                       22
<PAGE>

         B.       BINDING EFFECT

                           The provisions of this Lease shall be binding upon
                  and inure to the benefit of both parties and their respective
                  successors and assigns.

         C.       HEADINGS

                           The section headings of this Lease are for
                  convenience and reference only, and shall not be used to limit
                  or otherwise affect the meaning of any provisions of this
                  Lease.

         D.       COUNTERPARTS

                           This Lease may be simultaneously executed in two or
                  more counterparts, each of which shall be deemed a fully
                  enforceable original, but all of which together shall
                  constitute one and the same instrument.

         E.       GOVERNING LAW

                           This Lease shall be construed in accordance with and
                  governed by the laws of the state of Tennessee.

         F.       AMENDMENTS

                           This Lease may not be amended, modified or
                  terminated, nor may any obligation under it be waived orally.
                  No amendment, modification, termination or waiver shall be
                  effective for any purpose unless it is in writing and signed
                  by the party against whom enforcement thereof is sought.

         G.       TIME OF ESSENCE

                           Time is expressly declared to be of the essence of
                  this Lease.

         H.       ENTIRE AGREEMENT

                           This Lease supersedes all agreements, whether written
                  or oral, previously made between the parties relating to its
                  subject matter. There are no other understandings or
                  agreements between them.

                                       23
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Lease as of the date
first above written.

LANDLORD                                 TENANT

THE DOVER CENTRE, LLC                    IASIS HEALTHCARE CORPORATION

By: -s- Michael L. Murphy                By: -s- David White
    -----------------------                  --------------------
    Michael L. Murphy                        David White
    Its Chief Manager                        Its: Chairman & CEO

                                       24
<PAGE>

                                  EXHIBIT A-1

                                DEMISED PREMISES

                             [DEMISED PREMISES MAP]

                                       25
<PAGE>

                                   EXHIBIT A-2

                                DEMISED PREMISES

                             [DEMISED PREMISES MAP]

                                       26
<PAGE>

                                    EXHIBIT B

                                 BUILDING RULES

         1.       No sign, picture, advertisement or notice visible from the
exterior of the Premises shall be installed, affixed, inscribed, painted or
otherwise displayed by TENANT on any part of the Premises or the Building unless
the same is first approved by LANDLORD. Any such sign, picture, advertisement or
notice approved by LANDLORD shall be painted or installed for TENANT at TENANT's
cost by LANDLORD or by a party approved by LANDLORD. No awnings, curtains,
blinds, shades or screens that are visible from the exterior of the building
shall be attached to or hung in, or used in connection with any window or door
of the Premises without the prior consent of LANDLORD, including approval by
LANDLORD of the quality, type, design, color and manner of attachment.

         2.       TENANT agrees that its use of electrical current shall never
exceed the capacity of existing feeders, risers or wiring installation.

         3.       TENANT shall not exhibit, sell or offer for sale on the
Premises or the Building any article or thing (except those articles and things
essentially connected with the stated use of the Premises by TENANT) without the
written consent of LANDLORD.

         4.       TENANT shall not install or operate any steam or internal
combustion engine, boiler, machinery, refrigerating (except for a food
refrigerator and dishwasher, if installed) or heating device or air-conditioning
apparatus in or about the Premises or carry on any mechanical business therein.

         5.       The Premises shall not be used for storage of merchandise held
for sale to the general public. TENANT shall not do or permit to be done in or
about the Premises or Building anything which shall increase the rate of
insurance on said Building or obstruct or interfere with the rights of other
tenants or LANDLORD or annoy them in any way, including, but not limited to,
using any musical instrument, making loud or unseemly noises, or singing, etc.
The Premises shall not be used for sleeping or lodging. No cooking or related
activities shall be done or permitted by TENANT in the Premises except with
permission of LANDLORD. TENANT will be permitted to use for its own employees
within the Premises a small microwave oven and Underwriters' Laboratory-approved
equipment for brewing coffee, tea, hot chocolate and similar beverages, provided
that such use is in accordance with all applicable federal, state, county and
city laws, codes, ordinances, rules and regulations. No part of said Building or
Premises shall be used for gambling, immoral or other unlawful purposes. No
intoxicating beverage shall be sold in said Building or Premises without the
prior written consent of LANDLORD. No area outside of the Premises shall be used
for storage purposes at any time.

         6.       TENANT shall not advertise the business, profession or
activities of TENANT conducted in the Building in any manner which violates the
letter or spirit of any code of ethics adopted by any recognized association or
organization pertaining to such business, profession or activities, and shall
not use the name of the Building for any purposes other than that of the

                                       27
<PAGE>

business address of TENANT, and shall never use any picture or likeness of the
Building in any circulars, notices, advertisements or correspondence, without
LANDLORD's written consent.

         7.       No birds or animals of any kind shall be brought into the
Building (other than trained seeing-eye dogs required to be used by the visually
impaired). No bicycles, motorcycles or other motorized vehicles shall be brought
into the Building.

         8.       The sidewalks, halls, passages, exits, entrances, elevators
and stairways shall not be obstructed by TENANT or used for any purpose other
than for ingress to or egress from its Premises. The halls, passages, exits,
entrances, elevators, stairways and roof 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 interests of the
Building and its tenants. TENANT and no employees or invitees of TENANT shall go
upon the roof or mechanical floor of the Building.

         9.       No additional locks or similar devices shall be attached to
any exterior door or window without LANDLORD's prior written consent. If more
than two keys for one lock are desired, LANDLORD will provide the same upon
payment by TENANT. All keys must be returned to LANDLORD at the expiration or
termination of this Lease.

         10.      LANDLORD shall have the right to prescribe the weight,
position and manner of installation of heavy articles such as safes, machines
and other equipment brought into the Building. No safes, furniture, boxes, large
parcels or other kind of freight shall be taken to or from the Premises or
allowed in any elevator, hall or corridor except at times allowed by LANDLORD.
TENANT shall make prior arrangements with LANDLORD for use of elevator for the
purpose of transporting such articles, and such articles may be taken in or out
of said Building only between or during such hours as may be arranged with and
designated by LANDLORD. The persons employed to move the same must be approved
by LANDLORD. No hand trucks, except those equipped with rubber tires and side
guards, shall be permitted in the Building or the elevator. In no event shall
any weight be placed upon any floor by TENANT so as to exceed the design
conditions of the floors at the applicable locations.

         11.      TENANT shall not cause or permit any gases, liquids or odors
to be produced upon or permeate from the Premises, and no flammable, combustible
or explosive fluid, chemical, substance or item (including, without limitation,
natural Christmas trees) shall be brought into the Building.

         12.      Every person, including TENANT, its employees and visitors,
entering and leaving the Building may be questioned by a watchman as to that
person's business therein and may be required to sign such person's name on a
form provided by LANDLORD for registering such person; provided that, except for
emergencies or other extraordinary circumstances, such procedures shall not be
required between the Standard Building Hours of 7:00 a.m. and 6:00 p.m., on all
days except Saturdays, Sundays and Holidays. LANDLORD may also implement a card
access security system to control access during such other times. LANDLORD shall
not be liable for excluding any person from the Building during such other
times, or for admission of

                                       28
<PAGE>

any person to the Building at any time, or for damages, loss or theft resulting
therefrom to any person, including TENANT.

         13.      Unless agreed to in writing by LANDLORD, TENANT shall not
employ any person other than LANDLORD's contractors for the purpose of cleaning
and taking care of the Premises. Cleaning service will not be furnished on
nights when rooms are occupied after 6:30 p.m., unless, by agreement in writing,
service is extended to a later hour for specifically designated rooms. LANDLORD
shall not be responsible for any damages, loss or theft resulting therefrom to
any person, including TENANT.

         14.      No connection shall be made to the electrical wires or
electrical fixtures without the consent in writing on each occasion of LANDLORD.
All glass, locks and trimmings in or upon the doors and windows of the Premises
shall be kept whole and in good repair. TENANT shall not injure, overload or
deface the Building, the woodwork or the walls of the Premises, nor permit any
noise, noxious, noisy or offensive business.

         15.      If TENANT requires wiring for a bell or buzzer system, such
wiring shall be performed by the electrician of LANDLORD only, and no outside
wiring persons shall be allowed to do work of this kind, unless by the written
permission of LANDLORD or its representatives. If telegraph or telephonic
service is desired, the wiring for same shall be approved by LANDLORD, and no
boring or cutting for wiring shall be performed unless approved by LANDLORD or
its representatives, as stated. The electric current shall not be used for power
or heating unless written permission to do so shall first have been obtained
from LANDLORD or its representatives in writing, and at an agreed cost to
TENANT.

         16.      TENANT shall cooperate fully with LANDLORD's reasonable
instructions to assure the effective operation of the Building's
air-conditioning system, including the closing of Venetian blinds and drapes.

         17.      TENANT and its employees and invitees shall observe and obey
all parking and traffic regulations imposed by LANDLORD. All vehicles shall be
parked only in areas designated therefor by LANDLORD.

         18.      Canvassing, peddling, soliciting and distribution of handbills
or any other written materials in the Building are prohibited, and TENANT shall
cooperate to prevent the same.

         19.      LANDLORD shall have the right to change the name of the
Building and to change the street address of the Building, provided that in the
case of a change in the street address, LANDLORD shall give TENANT not less than
180 days' prior notice of the change, unless the change is required by
governmental authority.

         20.      The directory of the Building will be provided for the display
of the name and location of the tenants. Any additional name which TENANT shall
desire to place upon said directory must first be approved by LANDLORD, and if
so approved, a reasonable charge will be made therefor.

                                       29
<PAGE>

         21.      TENANT shall see that the doors of the Premises are closed and
securely locked before leaving the Building. For any default or carelessness,
TENANT shall make good all injuries or losses sustained by other tenants or
occupants of the Building or LANDLORD.

         22.      LANDLORD may waive any one or more of these Building Rules for
the benefit of any particular TENANT, but no such waiver by LANDLORD shall be
construed as a waiver of such Building Rules in favor of any other TENANT, nor
prevent LANDLORD from thereafter enforcing any such Building Rules against any
or all of the other tenants of the Building.

         23.      These Building Rules are supplemental to, and shall not be
construed to in any way modify or amend, in whole or in part, the terms,
covenants, agreements and conditions of any lease of any premise in the
Building.

         24.      LANDLORD reserves the right to make such other and reasonable
Building Rules as in its judgment may from time to time be needed for the
safety, care and cleanliness of the Building and the Land, and for the
preservation of good order therein.

                                       30
<PAGE>

                                  EXHIBIT C - 1

                               TENANT IMPROVEMENTS

         TENANT takes the Premises subject to build-out of the space in
accordance with the plans and specifications to be made a part hereof and
approved by both LANDLORD and TENANT. It is the intent of both LANDLORD and
TENANT that the improvements will be provided to the TENANT without additional
cost (turn-key), but will utilize a Tenant Improvement Allowance of $30.49 per
square foot net useable area (NUA) (38,471 SF). The Tenant Improvement Allowance
shall be calculated on the net useable area, exclusive of common areas, and
shall be utilized for all improvements within the demised space from deck to
deck. If LANDLORD performs alterations for TENANT that are above the Tenant
Improvement Allowance (change orders), TENANT shall reimburse LANDLORD within
thirty (30) days after LANDLORD tenders an invoice to TENANT.

         LANDLORD has engaged Interior Design Services (IDS) to work with TENANT
to develop a space plan on a preliminary basis. The services to be provided
through IDS, at no additional cost to TENANT, include the preparation of an
initial space plan and one review. LANDLORD will also provide the preparation
cost of full construction drawings at no additional charge to TENANT. Additional
review of the space plan and changes in the construction drawings will be at
TENANT'S expense.

                                       31
<PAGE>

                                  EXHIBIT C - 2

Building Name          Dover Centre at cool springs
                       E Building
Tenant                 IASIS
Area

<TABLE>
<S>            <C>
Useable        38,472
Rentable       42,319
R/U Factor         10%
</TABLE>

<TABLE>
<CAPTION>
                    Year    Month   Net Rate   Escalation   Expense Stop   Annual Rate/SF   Monthly Rate   Annual Rate
<S>               <C>       <C>     <C>        <C>          <C>            <C>              <C>            <C>              <C>
                      1      1.00                                                           $  51,000.00
                             2.00                                                           $  52,000.00
                             3.00                                                           $  53,000.00
                             4.00                                                           $  54,000.00
                             5.00                                                           $  55,000.00
                             6.00                                                           $  56,000.00
                             7.00                                                           $  57,000.00
                             8.00                                                           $  58,000.00
                             9.00                                                           $  59,000.00
                            10.00                                                           $  60,000.00
                            11.00                                                           $  61,000.00
                            12.00                                                           $  62,000.00
                  Total 1   12.00   $  11.75      0.00%      $     6.25     $      18.00             N/A   $  678,000.00    16.02
                      2     12.00   $  12.10      3.00%      $     6.25     $      18.35    $  64,721.93   $  776,663.12
                      3     12.00   $  12.47      3.00%      $     6.25     $      18.72    $  66,002.35   $  792,028.16
                      4     12.00   $  12.84      3.00%      $     6.25     $      19.09    $  67,321.18   $  807,854.16
                      5     12.00   $  13.22      3.00%      $     6.25     $      19.47    $  68,679.58   $  824,154.93
                      6     12.00   $  13.62      3.00%      $     6.25     $      19.87    $  70,078.73   $  840,944.73
                      7     12.00   $  14.03      3.00%      $     6.25     $      20.28    $  71,519.85   $  858,238.22
Option Period 1       8     12.00   $  14.45      3.00%      $     6.25     $      20.70    $  73,004.21   $  876,050.52
                      9     12.00   $  14.88      3.00%      $     6.25     $      21.13    $  74,533.10   $  894,397.18
                      10    12.00   $  15.33      3.00%      $     6.25     $      21.58    $  76,107.85   $  913,294.25
                      11    12.00   $  15.79      3.00%      $     6.25     $      22.04    $  77,729.85   $  932,758.23
                      12    12.00   $  16.26      3.00%      $     6.25     $      22.51    $  79,400.51   $  952,806.12
Option Period 2       13    12.00   $  16.75      3.00%      $     6.25     $      23.00    $  81,121.29   $  973,455.46
                      14    12.00   $  17.26      3.00%      $     6.25     $      23.51    $  82,893.69   $  994,724.27
                      15    12.00   $  17.77      3.00%      $     6.25     $      24.02    $  84,719.26   $1,016,631.15
                      16    12.00   $  18.31      3.00%      $     6.25     $      24.56    $  86,599.60   $1,039,195.23
                      17    12.00   $  18.86      3.00%      $     6.25     $      25.11    $  88,536.35   $1,062,436.24
</TABLE>

<PAGE>

                                    EXHIBIT D

                           STANDARD BUILDING SERVICES

         LANDLORD shall furnish the following services to TENANT during the
Lease Term (the "Standard Building Services"):

         (a)      The right to use, on a non-exclusive, first-come basis, four
                  (4) parking spaces per 1,000 square foot of leased space;

         (b)      Electric lighting service for all public areas and special
                  service areas of the Building in the manner and to the extent
                  reasonably deemed by LANDLORD to be in keeping with the
                  first-class standards of the Building;

         (c)      Janitor service shall be provided five (5) days per week,
                  exclusive of Holidays (as hereinafter defined), in a manner
                  that LANDLORD reasonably deems to be consistent with the
                  first-class standards of the Building;

         (d)      Security services for the Building, comparable as to coverage,
                  control and responsiveness (but not necessarily as to means
                  for accomplishing same), to other similarly situated
                  first-class, multi-tenant office buildings in Williamson
                  County, Tennessee; provided, however, LANDLORD shall have no
                  responsibility to prevent, and shall not be liable to TENANT
                  for, any liability or loss to TENANT, its agents, employees
                  and visitors arising out of losses due to theft, burglary, or
                  damage or injury to persons or property caused by persons
                  gaining access to the Premises, and TENANT hereby releases
                  LANDLORD from all liability for such losses, damages or
                  injury;

         (e)      Sufficient electrical capacity to operate incandescent lights,
                  office desktop computers and a server, typewriters,
                  calculating machines, photocopying machines and other low
                  voltage (120/208 volts) machines, provided that the total
                  electrical design load for said lighting shall not exceed 8
                  watts per square foot of rentable area, and TENANT shall pay
                  the cost of electricity;

                  (Should TENANT's total rated electrical design load for the
                  entire Premises or any portion thereof (including, but not
                  limited to, computer or telephone rooms) exceed 8 watts per
                  square foot of rentable area, or if TENANT's electrical design
                  requires circuits in excess of TENANT's share of the building
                  standard circuits, LANDLORD will, at TENANT's expense, install
                  such additional circuits and associated panels, with
                  associated transformers as a part of the Tenant Improvements.
                  LANDLORD may, at its option, require TENANT to install a
                  separate electrical meter for the Premises.)

                                       32
<PAGE>

         (f)      All Building standard fluorescent bulb replacement in all
                  areas and all incandescent bulb replacement in public areas,
                  toilet and restroom areas, and stairwells; and,

         (g)      Non-exclusive elevator passenger service to the Premises
                  during Standard Building Hours of 7:00 a.m. through 6:00 p.m.
                  exclusive of Saturdays, Sundays and Holidays and elevator
                  passenger service to the floor(s) on which the Premises are
                  operated twenty-four (24) hours per day (all subject to
                  temporary cessation for ordinary repair and maintenance and
                  during times when life safety systems override normal Building
                  operating systems).

                  To the extent the services described above require water
         supplied by public utilities, LANDLORD's covenants thereunder shall
         only impose on LANDLORD the obligation to use its reasonable efforts to
         cause the applicable public utilities to furnish same. Except for
         deliberate and willful acts of LANDLORD, failure by LANDLORD to furnish
         the services described herein, or any cessation thereof, shall not
         render LANDLORD liable for damages to either person or property, nor be
         construed as an eviction of TENANT, nor work an abatement of rent, nor
         relieve TENANT from fulfillment of any covenant or agreement hereof. In
         addition to the foregoing, should any of the equipment or machinery,
         for any cause, fail to operate or function properly, TENANT shall have
         no claim for rebate of rent or damages on account of an interruption in
         service occasioned thereby or resulting therefrom; provided, however,
         LANDLORD agrees to use reasonable efforts to promptly repair said
         equipment or machinery and to restore said services during normal
         business hours.

                  The following dates shall constitute "Holidays", as that term
         is used in this Lease: New Year's Day, Memorial Day, Independence Day,
         Labor Day, Thanksgiving Day, Friday following Thanksgiving Day,
         Christmas, and any other holiday generally recognized by landlords of
         office space in the Cool Springs office market, as determined by
         LANDLORD in good faith. If, in the case of any specific holiday
         mentioned in the preceding sentence, a different day shall be observed
         than the respective day mentioned, the day which constitutes the
         Holiday observed by national banks in Williamson County, Tennessee,
         shall constitute the Holiday under this Lease.

         (h)      During inclement weather such as snow & ice, LANDLORD agrees
                  to clear the areas highlighted on Exhibit D-1. LANDLORD will
                  use its best efforts to have the specified areas cleared by
                  8:00 a.m. in the event of inclement weather occurring
                  overnight. In the event of inclement weather occurring during
                  business hours, LANDLORD agrees to use its best efforts to
                  clear the areas highlighted on Exhibit D-1 by 8:00 a.m. the
                  following business day.

                                       33
<PAGE>
                                  Exhibit D-1


                        [LOCATION MAP AND SITE PLAN]
<PAGE>


                                    Rider 7


     LANDLORD agrees to indemnify and save harmless TENANT, its affiliated
companies, agents, directors, officers and employees from and against any and
all liabilities, damages, claims, suits, actions, and costs (including court
costs, reasonable attorneys fees and reasonable costs of investigation) of any
kind, involving injury to or death of any person or damage to or loss of
property, which shall occur in or about the Building or Premises and which is
caused in whole or in part by any willful act or omission or gross negligence
of LANDLORD, its agent or employee.



                                       34