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EXHIBIT
10.2
 CMD 103A (2/02)
Base Years
 OFFICE LEASE
 WITH
 HEALTHCALC.NET, INC.
 SUITE:
    
    199BUILDING:
    
    PARKWAY COMMONSCITY:
    
    PLANO




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TABLE OF CONTENTS
 PageARTICLE 1: BASIC PROVISIONS
    
    
    1ARTICLE 2: TERM AND COMMENCEMENT
    
    
    2ARTICLE 3: BASE RENT AND ADDITIONAL RENT
    
    
    4ARTICLE 4: CONDITION OF PREMISES
    
    
    7ARTICLE 5: QUIET ENJOYMENT
    
    
    7ARTICLE 6: UTILITIES AND SERVICES
    
    
    7ARTICLE 7: USE, COMPLIANCE WITH LAWS, AND RULES
    
    
    9ARTICLE 8: MAINTENANCE AND REPAIRS
    
    
    10ARTICLE 9: ALTERATIONS AND LIENS
    
    
    11ARTICLE 10: INSURANCE, SUBROGATION, AND WAIVER OF CLAIMS
    
    
    13ARTICLE 11: CASUALTY DAMAGE
    
    
    14ARTICLE 12: CONDEMNATION
    
    
    15ARTICLE 13: ASSIGNMENT AND SUBLETTING
    
    
    15ARTICLE 14: PERSONAL PROPERTY, RENT AND OTHER TAXES
    
    
    18ARTICLE 15: LANDLORDS REMEDIES
    
    
    19ARTICLE 16: SECURITY DEPOSIT
    
    
    22ARTICLE 17: ATTORNEYS FEES, JURY TRIAL AND VENUE
    
    
    23ARTICLE 18: SUBORDINATION, ATTORNMENT AND LENDER PROTECTION
    
    
    23ARTICLE 19: ESTOPPEL CERTIFICATES
    
    
    24ARTICLE 20: RIGHTS RESERVED BY LANDLORD
    
    
    25ARTICLE 21: LANDLORDS RIGHT TO CURE
    
    
    26ARTICLE 22: INDEMNIFICATION
    
    
    27ARTICLE 23: RETURN OF POSSESSION
    
    
    27ARTICLE 24: HOLDING OVER
    
    
    28ARTICLE 25: NOTICES
    
    
    28ARTICLE 26: REAL ESTATE BROKERS
    
    
    29ARTICLE 27: NO WAIVER
    
    
    29ARTICLE 28: TELECOMMUNICATION LINES
    
    
    29ARTICLE 29: HAZARDOUS MATERIALS
    
    
    31ARTICLE 30: DEFINITIONS
    
    
    32ARTICLE 31: OFFER
    
    
    37ARTICLE 32: MISCELLANEOUS
    
    
    37ARTICLE 33: ENTIRE AGREEMENT
    
    
    39
 EXHIBITS
    
    Listed in Article 1.P
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OFFICE LEASE
 CMD REALTY INVESTMENT FUND II, L.P. HEALTHCALC.NET, INC.
 ARTICLE 1: BASIC PROVISIONS
  A. Building:
    
    Parkway Commons, located at 5068 West Plano Parkway, Plano, Texas (the Property,
as further described in Article 30).B. Premises:
    
    Suite 199 located on the first floor of the Building as outlined or hatched on
Exhibit A hereto.C. Commencement Date:
    
    December 1, 2003, subject to Articles 2 and 4.D. Expiration Date:
    
    December 31, 2006, subject to Articles 2 and 4.E. Rentable Area:
    
    The rentable area of the Premises shall be deemed to be 2,038 square feet,
and the rentable area of the Property shall be deemed to be 100,810 square feet, for purposes
of this Lease, subject to Article 30.F. Tenants Share:
    
    Two and 022/1,000 percent (2.022%), subject to Articles 3 and 30.G. Base Rent:
    
    Tenant shall pay monthly Base Rent pursuant to the following schedule and as
described in Article 3:
 Period
    
    Monthly Base RentCommencement Date  Expiration Date
    
    $
    2,887.17
 Notwithstanding anything to the contrary herein, as a concession to
enter this Lease and provided Tenant is not then in Default, Tenants
obligations for Base Rent shall be abated for one (1) month
commencing on the Commencement Date (except if the Commencement Date
does not occur on the first day of a calendar month, the abatement
period shall be thirty (30) days).H. Additional Rent:
    
    Tenant shall pay Tenants Share of Taxes and Expenses in excess of the
amounts respectively for 2004 (Base Tax Year) and 2004 (Base Expense Year), as further
described in Article 3.
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I. Permitted Use:
    
    General offices, subject to Article 7.J. Security Deposit:
    
    $2,887.17, subject to Article 16.K. Broker (if any):
    
    Transwestern Commercial Services, subject to Article 26.L. Guarantor(s):
    
    , who has/have concurrently herewith signed the
Guaranty attached hereto.M. Landlords Notice Address (subject to Article 25):c/o CMD Realty Investors, L P., Suite 150, 14900 Landmark Blvd.,
Dallas, Texas 75254, Attn.: Regional Manager, with copies c/o CMD
Realty Investors, L.P., 227 West Monroe Street, Suite 3900, Chicago,
Illinois 60606, Attn.: General Counsel and Attn.: Asset Manager.N. Tenants Notice Address (subject to Article 25):Until the Commencement Date: Healthcalc.net, Inc., 16522 Westgrove
Drive, Addison, Texas 75001, Attn.: Peter A. Egan, PresidentOn the Commencement Date: Healthcalc.net, Inc., 5068 West Plano
Parkway, Suite 199, Plano, Texas, Attn.: Peter A. Egan, PresidentO. Rent Payments:
    
    Rent shall be paid to Landlord c/o Bank One, P.O. Box 73313, Chicago,
Illinois 60673-7313, or such other parties and addresses as to which Landlord shall provide
advance notice.P. Exhibits:
    
    This Lease includes, and incorporates by this reference:Exhibit A: PremisesExhibit B: RulesExhibit C: Work Letter
  ARTICLE 2: TERM AND COMMENCEMENT
 A. Term.
 2




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B. Early Access and Commencement. Exhibit C
 C. Commencement Delays.
 D. Adjustments and Confirmation.
 3




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ARTICLE 3: BASE RENT AND ADDITIONAL RENT
 A. Base Rent.
 B. Taxes and Expenses.
 C. Payments.
      4




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D. Tax Refunds, Protest Costs, Fiscal Years and Special Assessments.
 E. Grossing Up and Tenants Share Adjustments.
 F. Prorations; Payments After Term Ends.
 5




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G. Landlords Accounting Practices and Records.
 H. Base Year Adjustments.
 I. General Payment Matters.
 6




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ARTICLE 4: CONDITION OF PREMISES
 Exhibit C
 ARTICLE 5: QUIET ENJOYMENT
  ARTICLE 6: UTILITIES AND SERVICES
 A. Standard Landlord Utilities and Services.
  7




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B. Additional Utilities and Services.
 8




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C. Monitoring.
 D. Interruptions and Changes.
 ARTICLE 7: USE, COMPLIANCE WITH LAWS, AND RULES
 A. Use of Premises.
 9




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B. Compliance With Laws.
 C. Rules. Exhibit B
 D. Other Requirements.
 ARTICLE 8: MAINTENANCE AND REPAIRS
  10




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ARTICLE 9: ALTERATIONS AND LIENS
 A. Alterations and Approval.
 B. Approval Conditions.
 11




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C. Performance of Work.
 D. Liens.
 E. Landlords Fees and Costs.
 12




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ARTICLE 10: INSURANCE, SUBROGATION, AND WAIVER OF CLAIMS
 A. Required Insurance.
 B. Certificates and Other Matters.
 C. Mutual Waiver of Claims and Subrogation.
 13




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ARTICLE 11: CASUALTY DAMAGE
 A. Restoration.
 B. Abatement of Rent.
 C. Termination of Lease.
 14




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ARTICLE 12: CONDEMNATION
  ARTICLE 13: ASSIGNMENT AND SUBLETTING
 A. Transfers.
 15




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B. Approval.
 16




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C. Transfer Premiums.
 D. Recapture.
 E. Terms of Consent.
 17




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F. Certain Transfers.
 ARTICLE 14: PERSONAL PROPERTY, RENT AND OTHER TAXES
  18




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ARTICLE 15: LANDLORDS REMEDIES
 A. Default.
 B. Remedies.
  19




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C. Mitigation of Damages.
 20




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D. Reletting.
 E. Late Charges, Interest, and Returned Checks.
 F. Other Remedies.
 21




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G. Other Matters.
 ARTICLE 16: SECURITY DEPOSIT
  22




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ARTICLE 17: ATTORNEYS FEES, JURY TRIAL AND VENUE
  ARTICLE 18: SUBORDINATION, ATTORNMENT AND LENDER PROTECTION
  23




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ARTICLE 19: ESTOPPEL CERTIFICATES
  24




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ARTICLE 20: RIGHTS RESERVED BY LANDLORD
  A. General Matters.
 B. Access To Premises.
 C. Changes To The Property.
 25




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D. New Premises.
 ARTICLE 21: LANDLORDS RIGHT TO CURE
  26




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ARTICLE 22: INDEMNIFICATION
  ARTICLE 23: RETURN OF POSSESSION
 A. General Provisions.
 B. Landlords Property.
 C. Removal of Items by Tenant.
 D. Tenants Failure to Remove Items.
 27




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ARTICLE 24: HOLDING OVER
  ARTICLE 25: NOTICES
  28




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ARTICLE 26: REAL ESTATE BROKERS
  ARTICLE 27: NO WAIVER
  ARTICLE 28: TELECOMMUNICATION LINES
 A. Telecommunication Lines.
 29




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B. Installation.
 C. Limitation of Liability.
 30




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ARTICLE 29: HAZARDOUS MATERIALS
 A. Hazardous Materials Generally Prohibited.
 B. Clean Up Responsibilities.
 31




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C. Miscellaneous.
 ARTICLE 30: DEFINITIONS
 Building
 Building Hours
 Default Rate
 Expenses
 32




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Hazardous Material
 33




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Landlord
 Law Laws
 Lender
 Mortgage
 Person
 Premises Exhibit A
 34




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Property
 Rent
 Systems and Equipment
 Taxes
 35




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Tenant
 Tenants Share
 36




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Utility Costs
 ARTICLE 31: OFFER
  ARTICLE 32: MISCELLANEOUS
 A. Captions and Interpretation.
 B. Survival of Provisions.
 C. Severability.
 D. Perpetuities.
 37




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E. Short Form Lease.
 F. Light, Air and Other Interests.
 G. Authority.
 H. Partnership Tenant.
 I. Successors and Assigns; Transfer of Property and Security Deposit.
 J. Limitation of Liability.
 K. Confidentiality.
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ARTICLE 33: ENTIRE AGREEMENT
   LANDLORD:
    
    CMD REALTY INVESTMENT FUND II, L.P.[SEAL]an Illinois limited partnershipBy:
    
    CMD/Fund II GP Investments, L.P.,an Illinois limited partnership, its general partnerBy:
    
    CMD REIM II, Inc., an Illinois corporation,its general partnerBy:
    
    /s/ Robert C. GibbonsRobert C. Gibbons, Vice President
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TENANT:
    
    HEALTHCALC.NET, INC.[SEAL]a Texas corporationBy:
    
    
    /s/ Peter A. EganPeter A. Egan, President
 CERTIFICATE
 
 (Corporate Seal)
 40




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EXHIBIT A: PREMISES
 PARKWAY COMMONS  SUITE 199
 (Floor Plate Showing Premises Cross-Hatched)
  1




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EXHIBIT B: RULES
 Access to Property.
 Signs.
 Window and Door Treatments.
 Balconies and Patios.
 1




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Lighting and General Appearance of Premises.
 Property Tradename, Likeness, Trademarks.
 Deliveries and Removals.
 Outside Vendors.
 Overloading Floors; Vaults.
 2




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Locks and Keys.
 Safety And Security Devices, Services And Programs.
 Utility Closets and Connections.
 Plumbing Equipment.
 3




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Trash.
 Alcohol, Drugs, Food and Smoking.
 Use of Common Areas; No Soliciting.
 Energy and Utility Conservation.
 4




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Landlord Access to Systems and Equipment.
 Unattended Premises.
 Going-Out-Of-Business Sales and Auctions.
 Labor Harmony.
 Prohibited Activities.
 5




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Transportation Management.
 Parking.
   6




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Responsibility for Compliance.
 7




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EXHIBIT C
 WORK LETTER
 CMD 108B (12/00)
Minor Work
Landlord Performance
Turn-Key
  The Work
 Work
 Repaint currently painted walls (Tenant to select color from Landlords
Building-standard selections). Existing wall-paper shall be either removed or the wall floated or
treated to create a professional look with no wall-paper visible through paint.
 Recarpet currently carpeted areas (Tenant to select from Landlords Building-standard
selections).
 Remove broken half-wall from reception area.
 Remove dry-erase board in the office with built-in desks.
 Repair or replace doors and hardware, ceiling tiles, thermostats, and blinds, as
needed.
 Tighten existing built-in desks, as needed.
 Building-Standard Materials and Other Matters
  1




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Costs and Additional Items
  2