AMERICAN HOMEPATIENT INC
EX-10.5 LEASE AND ADDENDUM 10/25/95
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>4
<FILENAME>g94059exv10w5.txt
<DESCRIPTION>EX-10.5 LEASE AND ADDENDUM 10/25/95
<TEXT>
<PAGE>

                                                                    Exhibit 10.5

                                      LEASE

      THIS LEASE, made and dated the 25th day of October, 1995 by and between
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, (hereinafter called "Landlord") and
AMERICAN HOME PATIENT, INC., (hereinafter called "Tenant").

                                   WITNESSETH:

1.    PREMISES.

      Landlord, for and in consideration of rents, covenants and agreements
hereinafter mentioned and hereby agreed to be paid, kept and performed by
Tenant, hereby leases to Tenant, and Tenant hereby hires from Landlord, 29,096
rentable square feet of space located in the Parklane Building, located at 5200
Maryland Way in the Maryland Farms Office Park in the City of Brentwood, County
of Williamson, State of Tennessee, hereinafter referred to as the "Premises",
more particularly described and shown on the plan attached hereto as Exhibit "A"
and made a part hereof, hereinafter referred to as the "Leased Premises." The
Leased Premises are leased together with the appurtenances, including the right
to use, in common with others, the lobbies, elevators and other common areas and
facilities of the building of which the Leased Premises are a part, and all
materials currently in place including all leasehold improvements in place. The
usable square footage calculated in accordance with BOMA standards if 25,978.
The common area factor is twelve percent (12%). The net rentable square feet of
space comprising the Leased Premises in the Parklane Building is calculated as
set forth in Exhibit "C" attached hereto and made a part hereof.

2.    USE OF PREMISES.

      The Leased Premises shall be used and occupied by Tenant, subject to the
conditions herein continued, for general office purposes only. In no event shall
the Leased Premises be used or occupied by Tenant in any manner contrary to law
or zoning regulations.

3.    TERM.

      (a)   The term of this Lease shall be for seven (7) years, commencing on
the first day of January, 1996, and ending unless sooner terminated as herein
provided, on the last day of December, 2002 both dates inclusive, subject to the
conditions contained in paragraph 4 hereof.

      (b)   The Tenant may extend the term of this Lease for one (1) additional
period of five (5) years upon written notice given to the Landlord not less than
One Hundred and Eighty (180) days prior to the expiration of the initial term of
this Lease. The rent payable during such renewal term will be at the market
rental rate for similar properties in the Nashville market area, which shall
include a refurbishment allowance for the Leased Premises at the then fair
market rate in the Nashville market area. The parties shall negotiate, in good
faith, to determine the rent and refurbishment allowance for the renewal period.
Except for rent and the refurbishment allowance, Tenant's leasing of the Leased
Premises during such renewal term shall be subject to the same terms, covenants
and conditions set forth in this Lease.

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      (c)   The phrase "Lease term", or "term of this Lease", or "term hereof",
as used herein, shall mean and include the initial term of this Lease as well as
any renewal term, to the extent this Lease is renewed and extended as provided
herein, and as the same may be shortened by any early termination permitted
under this Lease.

4.    POSSESSION.

      (a)   Landlord shall construct the improvements to the Leased Premises as
set forth on the Addendum attached hereto. If the Leased Premises are not
available or ready for occupancy on or before the commencement date hereinabove
set forth and if such unavailability or unreadiness is not occasioned or caused
by Tenant (such as Tenant's failure promptly to approve plans, make material or
color selections, make improvements to the Leased Premises which are to be made
by Tenant, or make other decisions or take other actions necessary to the
preparation of the Leased Premises for occupancy), then the term of this Lease
shall commence on (a) the 15th day of the month in which Landlord provides
notice to Tenant on or before the 5th day of such month that Substantial
Completion has been obtained as to the Leased Premises, or (b) the 1st day of
the month next following delivery of a notice to Tenant on or after the 6th day
of a month that Substantial Completion has been obtained as to the Leased
Premises; provided, however, that if the Substantial Completion is delayed for
more than sixty (60) days beyond the anticipated commencement date of January 1,
1996 by reason of events within the control of Landlord and not occasioned or
caused by Tenant, then Tenant shall be entitled to one (1) day of free rent for
each and every day of delay beyond the sixty (60) day period. If the day upon
which the term of this Lease commences shall fall on a day other than the first
day of a calendar month, then the term of this Lease shall run for the unexpired
portion of such calendar month plus seven (7) years beginning with the first day
of the calendar month next ensuing; and Tenant shall pay rent as herein
established on a pro rata basis for the portion of month from the date of
commencement of the term to the first of the month immediately succeeding. If
the Leased Premises are not Substantially Complete and ready for occupancy on or
before September 1, 1996, and if such delay is expressly not occasioned or
caused by Tenant, then Tenant may terminate this Lease upon written notice to
Landlord and each party will thereafter be relieved of any further obligation or
liability to the other hereunder.

      (b)   In the event that, pursuant to the provisions of this paragraph, the
dates of commencement and termination of this Lease shall be other than the
dates set forth in paragraph 3 hereof, promptly after the dates of commencement
and termination are determined, Landlord and Tenant agree to execute a
memorandum certifying said dates.

      (c)   If Landlord is unable to give possession of the Leased Premises on
the commencement date by reason of the fact that the Leased Premises are located
in a building being constructed which has not been sufficiently completed to
make the Leased Premises ready for occupancy or by reason of the fact that a
certificate of occupancy has not been procured or by reason of the holding over
or retention of possession of any tenant or occupant, or if repairs,
improvements or decorations of the Leased Premises or of the building of which
said Leased Premises form a part are not completed, or for any other reason,
Landlord shall not be subject to any liability for the failure to give
possession on said date except as provided in subparagraph 4(a) above.

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      (d)   Landlord's approval of any plans, specifications or work drawings
shall create no responsibility or liability on the part of the Landlord for
their completeness, design sufficiency or compliance with all laws, rules and
regulations of governmental agencies or authorities.

      (e)   If by mutual consent of the parties Tenant enters into possession of
the Leased Premises or occupies premises other than the Leased Premises prior to
the commencement date, Tenant covenants and agrees that such occupancy shall be
deemed to be under all the terms, covenants, conditions and agreements of this
lease except as to the covenant to pay rent for such prior period.

5.    RENT.

      Tenant shall, without deduction, abatement or setoff of any nature
whatsoever, except as elsewhere herein provided, pay to Landlord as fixed
minimum rent for the Leased Premises Four Hundred Thirty-Six Thousand Four
Hundred Forty and 00/100 Dollars ($436,440.00) per annum, payable in equal
monthly installments of Thirty Six Thousand Three Hundred Seventy and 00/100
Dollars ($36,370.00) each, in advance and without demand on the first day of
each and every month during the term of this Lease, at the office of the
Landlord or at such other place or to such other person as Landlord may from
time to time designate in writing, except that Tenant shall pay the first
monthly installment on the execution of this Lease. If the term of this Lease
shall commence on a date other than the first day of a calendar month, such
first installment shall be prorated for the period between the date of
commencement of the term of this Lease and the first day of the following month.
This minimum rent is calculated at $15.00 per square foot per annum based upon
the Leased Premises comprising 29,096 square feet of rentable area determined as
set forth on Exhibit "C" attached hereto based upon the Leased Premises
comprising [25,978] usable square feet calculated in accordance with BOMA
standards and a common area factor of twelve percent (12%).

      Tenant may, at its option, either: (a) annually in advance provide the
manager of the Premises, as same may be appointed and designated by Landlord
from time to time (the "Manager"), with twelve (12) post-dated checks for the
monthly installments due hereunder for said annual fixed minimum rent, each
monthly installment to be applied to the obligations of Tenant by the Manager as
same become due (the "Check Payment Option"), or (b) arrange for automatic
monthly wire transfers to the Manager in the amount of the monthly installments
due hereunder (the "Automatic Wire Option") (the Check Payment Option and the
Automatic Wire Option are hereinafter referred to collectively as the "Automatic
Payment Plan"). In the event Tenant elects not to use an Automatic Payment Plan
or does elect to use an Automatic Payment Plan and the rental obligations of
Tenant are not timely met for any reason, other than failure of the Manager to
apply a payment under the Check Payment Option by depositing the appropriate
check, including but not limited to there being insufficient funds in the
account of Tenant from which an Automatic Payment Plan is to be paid, any rental
obligation or other amount due from Tenant to Landlord hereunder which is not
paid within five (5) business days of the date when due shall bear interest at
the rate of eighteen percent (18%) per annum (or the highest rate permitted by
applicable law, whichever is less) from the due date until paid, unless
otherwise specifically provided herein, but the payment of such interest shall
not excuse or cure any default by Tenant under the Lease.

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6.    RENT ADJUSTMENTS.

      The minimum annual rental rate fixed in paragraph 5 hereof may be
increased for any calendar year following the year during which Tenant takes
possession of the Leased Premises as in this paragraph provided to reflect the
increase in Landlord's expenses incurred in operating the building of which the
Leased Premises form a part, and Tenant shall pay such rent, as increased, in
equal monthly installments.

      The following definitions shall apply for the purposes of this paragraph:

      (a)   The Base Year shall be 1996.

      (b)   For purposes of this section, "Operating Expenses" shall mean any or
all of the following incurred by Landlord with respect to the building of which
the Leased Premises are a part, including but not limited to: salaries, wages,
medical, surgical and general welfare benefits (including group life insurance)
and pension payments of employees of Landlord engaged in the operation and
maintenance of the building up to the level of building manager, payroll taxes
and workmen's compensation insurance for such employees, gas, electricity,
steam, real estate taxes or special assessments, utility taxes water (including
sewer rents), all costs of capital improvements made to the building after the
commencement date required under any governmental law or regulation that was not
applicable to the building at the time it was constructed, amortized over the
useful life of the improvements with interest at the rate of prime plus one
percent (1%) per annum, capital improvements which reduce Operating Expenses but
only to the extent of the lesser of (i) the amount of such reduction in
Operating Expenses or (ii) such costs as reasonably amortized by the Landlord
over the useful life of the improvements with interest at the rate of prime plus
one percent (1%) per annum on the unamortized amount, casualty and liability
insurance, repairs and maintenance, pro-rata expenses for common area
maintenance, building and cleaning supplies, uniforms and dry cleaning, window
cleaning, management fees normal and customary in Nashville between unaffiliated
companies, service contracts with independent contractors, telephone, and all
other expenses paid in connection with the operation of said premises properly
chargeable against income excluding, however, income taxes chargeable to
Landlord based upon Landlord's income from all sources, however if a taxing
system is adopted which eliminates or reduces real estate taxes and taxes rental
income in lieu thereof, Tenant shall be responsible for such portion of this
"rent tax" which represents taxes over the Base Year of real estate taxes;
depreciation; interest on or amortization of debts; advertising; leasehold
improvements made for other tenants of the building; brokerage commissions;
refinancing costs; the cost of any work or services performed specifically for
any other tenants of the building (including Tenant), whether at the expense of
the Landlord or such tenant, to the extent that such work or services is in
excess of the work or services which Landlord is required to furnish to Tenant
under this Lease at Landlord's expense; all work to the building or land made
necessary by Landlord's compliance with applicable laws, regulations, ordinances
or codes in effect at the time of this Lease, including the cost of any cleanup
relating to pre-existing environmental contamination; any loss or damage to the
building or any personal injury for which the Landlord is insured under this
Lease; any amounts resulting from the failure of Landlord to meet its legal or
contractual obligations which Landlord is otherwise liable by reason of a
negligent or willful act or omission of Landlord or those for whom it is in law
responsible; and any cost or expense which is normally treated in accordance
with generally

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accepted accounting principles as being of a capital nature, except to the
extent that such capital expenses are permitted to be passed through as
Operating Expenses as provided, herein above.

      During the first quarter of each calendar year beyond the base year,
Landlord shall notify Tenant by written statement of any projected increases in
Operating Expenses over the Base Year. The statement shall show Tenant's
increased annual rental rate and the resulting monthly payment effective
retroactively to January 1 of the year the statement is provided. The manner in
which the increase, if any, was computed will also be furnished. Within the same
first quarter, Landlord shall notify Tenant by written statement certified to be
correct by Landlord or Landlord's agent of the actual Operating Expenses. The
increase shall be equal to the product of (a) the projected increased Operating
Expenses and (b) Twenty Six and 07/100 Percent (26.07%), which percent
constitutes the ratio which the net leased area of the Leased Premises bears to
the total net leasable area of the building of which the Leased Premises form a
part. The calculation of the Tenant's percentage for its pro rata share of
Operating Expenses is set forth on Exhibit "C" attached hereto and made a part
hereof. This percentage shall be increased or decreased [accordingly if the
total net leasable area of the Building is increased or decreased] during the
term of this Lease, such adjustment to be certified to by Landlord in a written
notice to Tenant. To the extent that the actual expense differs from the
projected expenses as paid during the year, a lump sum payment shall be made by
Tenant within thirty (30) days or a lump sum credit against the next
installment(s) of rent due hereunder shall be made by Landlord to Tenant, as
required. Tenant shall have the right, at its own expense and at a reasonable
time, to examine or audit Landlord's books or records relevant to the
calculation of Operating Expenses and the Tenant's pro rata share of such
Operating Expenses due under this paragraph 6, provided written notice of intent
to audit is delivered to Landlord within thirty (30) days following receipt of
the statement of the actual Operating Expenses and the results of such audit are
provided to Landlord within ninety (90) days following receipt of the statement.
In the event Tenant's examination reveals that an error has been made in
Landlord's determination of the Operating Expenses payable by Tenant and
Landlord agrees with such determination, then the amount of such adjustment
shall be payable by Landlord to Tenant immediately upon demand therefore. In the
event Tenant's examination reveals that an error has been made in Landlord
determination of the amount of Operating Expenses payable by Tenant and Landlord
disagrees with the results thereof, Landlord and Tenant shall, for up to thirty
(30) days thereafter, attempt to reconcile such differences. In the event
Landlord and Tenant are unable to reconcile their results, they shall mutually
agree on an independent certified public accountant whose determination of the
amount of Operating Expenses payable by Tenant under this paragraph shall be
conclusive.

      Provided, however, for the purpose of determining the increase (if any) in
real estate taxes, any increase attributable to capital improvements made by or
for a particular tenant shall be assessed solely to that tenant.

      Any increase in real estate taxes attributed to capital improvements made
to the building after the Lease commencement date that reduce other Operating
Expenses, as defined above, or are required under any governmental law or
regulation that was not applicable to the building at the time it was
constructed, shall be included in computing the rent adjustment under this
paragraph.

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7.    SECURITY DEPOSIT.

      Intentionally Deleted.

8.    ASSIGNMENT AND SUBLETTING.

      Tenant will not assign, transfer, mortgage, or otherwise encumber this
Lease or sublet or rent (or permit occupancy or use of) the Leased Premises, or
any part thereof without Landlord's prior written consent which shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant shall
have the right to assign or sublet this Lease as to all or any part of the
Leased Premises to any parent, subsidiary or affiliate (25% owned or more) of
Tenant or any other entity which controls, is controlled by or is under common
control with the Tenant, including without limitation a sister corporation or a
partnership in which Tenant is the controlling partner, without first obtaining
the consent of Landlord, provided, however, that in the event of such assignment
or subletting, Tenant shall continue to remain fully liable for its obligations
under this Lease and such use is not in violation of permitted use as outlined
in Paragraph 2. As used herein, the term "control" shall mean the holding of a
majority twenty-five percent (25 %) of the shares or interests of such entity or
the possession, directly or indirectly, of the power to otherwise direct or
cause the direction of the management and policies of such entity through the
ownership of voting shares, partnership interest or other equity ownership or
equity interest.

      In the event of any sublease or assignment of all or any portion of the
Leased Premises where the rent in the sublease or assignment exceeds the rent or
pro rata portion of the rent, as the case may be, for such space in the Lease,
Lessee shall pay the Lessor monthly, as additional Rent, at the same time as the
monthly installments of rent hereunder, one-half (1/2) of the excess rent paid
for the sublease over the rent in this Lease applicable to the sublease space.

9.    TENANT'S ALTERATIONS AND FURNISHINGS.

      (a)   Tenant shall not make any alterations, improvements or additions to
the Leased Premises including, but not limited to, wall coverings and special
lighting installations, without the Landlord's advance written consent in each
and every instance, which consent shall not be unreasonably withheld or delayed.
In the event Tenant desires to make any alterations, improvements or additions,
Tenant shall first submit to Landlord plans and specifications along with the
necessary permits and governmental approvals therefor and obtain Landlord's
written approval thereof prior to commencing any such work, which approval shall
not be unreasonably withheld or delayed. All alterations, improvements or
additions, permanent in character, made by Landlord or Tenant in or upon the
Leased Premises shall become Landlord's property and shall remain upon the
Leased Premises at the termination of this Lease without compensation to Tenant
(excepting only Tenant's movable office furniture, trade fixtures, office and
professional equipment). Tenant's office furniture, furnishings, trade fixtures
and office and professional equipment installed or located on the Leased
Premises from time to time shall be and remain at all times the property of
Tenant and may be removed by Tenant upon expiration of this Lease. Any damage
caused by or resulting from the removal of Tenant's office furniture, trade
fixtures, and office and professional equipment may be repaired by Landlord at
Tenant's cost and expense, included but not limited to specialty fixtures,
millwork, plumbing, etc.

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      Any increase in Operating Expenses which results from improvements made by
the Tenant shall be the sole responsibility of that Tenant.

      (b)   Tenant shall not install or operate in the Leased Premises any
electrically operated equipment or other machinery other than normal office
equipment using 110/120 voltage wiring, or any other equipment of any kind or
nature whatsoever which will or may necessitate any changes, replacements or
additions to, or require the use of, the water, plumbing, heating, air
conditioning, or electrical system of the Leased Premises, without first
obtaining the prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed provided that Landlord may condition such
consent upon the payment by Tenant of additional rent in compensation for such
excess consumption of water or electricity or wiring as may be occasioned by the
operation of said equipment or machinery.

      (c)   Tenant shall not permit any mechanic's lien to be filed against the
fee of the Leased Premises or against Tenant's leasehold interest in the Leased
Premises by reason of work, labor services or materials supplied or claimed to
have been supplied to Tenant or anyone holding the Leased Premises through or
under Tenant, whether prior or subsequent to the commencement of the term
hereof. If any such mechanic's lien shall at any time be filed against the
Leased Premises and Tenant shall fail to remove same within thirty (30) days
thereafter, it shall constitute a default under the provisions of this Lease.
Tenant shall bear all costs, including attorney's fees, incurred by Landlord in
defending the Leased Premises against any such lien.

      (d)   Landlord shall have the right to prescribe the weight and position
of safes and other heavy equipment or fixtures, which shall, if considered
necessary by the Landlord, stand on plank strips to distribute the weight. Any
and all damage or injury to the Leased Premises, or due to the same being on the
Leased Premises, shall be repaired by, and at the sole cost of, Tenant. No
furniture, equipment or other bulky matter of any description will be received
into the building or carried in the elevators except as approved by Landlord or
Landlord's agent, and all such furniture, equipment, and other bulky matter
shall be delivered only through the designated delivery entrance of the
building. Tenant agrees promptly to remove from the sidewalks adjacent to the
building any of the Tenant's furniture, equipment or other material there
delivered or deposited.

10.   GOOD ORDER AND REPAIR.

      Except for those items which are the responsibility of Landlord under
Paragraph 18 below, and repairs occasioned by the negligence or willful
misconduct of, or breach of this Lease by Landlord, its agents, employees,
contractors or invitees, Tenant agrees to keep and maintain the Leased Premises
and the fixtures therein in good order and condition and shall, at the
expiration or sooner termination of this Lease, surrender and deliver up the
same in as good order and condition as they were at the commencement of the term
hereof, ordinary wear and tear and damage by the elements excepted. Tenant shall
immediately notify Landlord of any damage to the Leased Premises or to the
building of which they form a part caused by neglect, carelessness or vandalism
by Tenant, its employees, agents or visitors, and such damage shall be
immediately repaired by and at the cost or Tenant. If Tenant fails to make such
repairs, Landlord may make them for which reasonable costs actually incurred or
paid Landlord shall be

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reimbursed in full by Tenant within thirty (30) days after written demand
therefor together with interest at the maximum rate permitted by law.

11.   RESTRICTIONS ON USE.

      Tenant shall not use, occupy or permit the Leased Premises or any part
thereof to be used or occupied for any business use or purpose deemed by
Landlord to be disreputable, disorderly or extra-hazardous, nor in such manner
as to disturb the peaceful and quiet occupancy of the other tenants of the
building or constitute a nuisance of any kind; nor shall Tenant allow, permit or
suffer any noise, vibration, smoke or odor to escape from the Leased Premises in
a manner which will disturb other occupants of the building or of adjoining or
adjacent properties.

12.   INSURANCE BY LANDLORD.

      Landlord shall, during the Lease Term, procure and keep in force die
following insurance, the cost of which shall be deemed as Operating Expenses
payable, by Tenant pursuant to Paragraph 6:

      (1)   Property insurance insuring the building and improvements and rental
value insurance for perils covered by the causes of loss-special form (all risk)
and in addition coverage for flood, earthquake and boiler and machinery (if
applicable). Such coverage (except for flood and earthquake) shall be written on
a replacement cost basis equal to ninety percent (90%) of the full insurable
replacement value of the foregoing and shall not cover Tenant's equipment, trade
fixtures, inventory, fixtures or personal property located on or in the Leased
Premises.

      (2)   Commercial general liability insurance against any and all claims
for bodily injury and property damage occurring in or about the Building or the
Land. Such insurance shall have a combined single limit of not less than One
Million Dollars ($1,000,000) per occurrence per location with a Two Million
Dollar ($2,000,000) aggregate limit.

      (3)   Such other insurance as Landlord deems necessary and prudent or
required by Landlord's beneficiaries or mortgagees of any deed of trust or
mortgage encumbering the Premises.

13.   INSURANCE BY TENANT.

      Tenant shall, during the Lease Term procure at its expense and keep in
force the following insurance:

      (1)   Commercial general liability insurance naming the Landlord as an
additional insured against any and all claims for bodily injury and property
damage occurring in, or about the Premises arising out of Tenant's use and
occupancy of the Premises. Such insurance shall have combined single limit of
not less than One Million Dollars ($1,000,000) per occurrence with a Two Million
Dollar ($2,000,000) aggregate limit and excess umbrella liability insurance in
the amount of Ten Million Dollars ($10,000,000). Such liability insurance shall
be primary and not contributing to any insurance available to Landlord and
Landlord's insurance

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shall be in excess thereto. In no event shall the limits of such insurance be
considered as limiting the liability of Tenant under this lease.

      (2)   Personal property insurance insuring all equipment, trade fixtures,
inventory, fixtures and personal property located on or in the Premises for
perils covered by the causes of loss special form (all risk) and in addition,
coverage for flood, earthquake and boiler and machinery (if applicable). Such
insurance shall be written on a replacement cost basis in an amount equal to one
hundred percent (100%) of the full replacement value of the aggregate of the
foregoing.

      (3)   Workers' compensation insurance in accordance with statutory law and
employers' liability insurance with a limit of not less than $100,000 per
employee and $500,000 per occurrence.

      (4)   Such other insurance as is reasonable and customary for businesses
of similar size, operation and purpose as that of Tenant that Landlord deems
necessary and prudent or that is required by Landlord's beneficiaries or
mortgagees of any deed of trust or mortgage encumbering the Premises.

      The policies required to be maintained by Tenant shall be with companies
rated AX or better in the most current issue of Best's Insurance Reports.
Insurers shall be licensed to do business in the state in which the Premises are
located and domiciled in the USA. Any deductible amounts under any insurance
policies required hereunder shall not exceed $5,000, except that the Tenant
shall be allowed to self insure or choose higher personal property insurance
deductibles against risk consistent with standard industry practices.
Certificates of insurance (certified copies of the policies may be required)
shall be delivered to Landlord prior to the commencement date and annually
thereafter at least thirty (30) days prior to the expiration date of the old
policy. Tenant shall have the right to provide insurance coverage which it is
obligated to carry pursuant to the terms hereof in a blanket policy, provided
such blanket policy expressly affords coverage to the Premises and to Landlord
as required by this Lease. Each policy of insurance shall provide notification
to Landlord at least thirty (30) days prior to any cancellation or modification
to reduce the insurance coverage, if such a provision is available from the
insurer; provided, however, if such a provision is not available, each policy
shall provide that the insurer will endeavor to provide reasonable notification
to Landlord prior to any cancellation or modification to reduce the insurance
coverage.

14.   WAIVER OF SUBROGATION.

      To the extent that insurance is in force and collectible, Landlord and
Tenant hereby mutually waive their respective rights of recovery against each
other for any loss of, or damage to, either parties' property, to the extent
that such loss or damage is insured by an insurance policy required hereunder
whereby the insurer waives its rights of subrogation against the other party.
The provisions of this clause shall not apply in those instances in which waiver
of subrogation would cause either party's insurance coverage to be voided or
otherwise made uncollectible or is not permitted by applicable law.

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<PAGE>

15.   SIGNS AND ADVERTISING.

      No sign, fixture, advertisement or notice shall be displayed, inscribed,
painted or affixed by Tenant on any part of the outside or inside of the Leased
Premises or the building of which they form a part or on adjacent parking
area(s) without the prior written consent of Landlord, except on the directories
and doors of offices, and then only in such size, color and style as Landlord
shall approve which approval Landlord shall not unreasonably withhold or delay;
and if any such sign, fixture, advertisement or notice is exhibited, Landlord
shall have the right to remove same and Tenant shall be liable for any and all
expenses incurred by Landlord in said removal. Landlord shall have the right to
prohibit any advertisement of any Tenant which in Landlord's opinion tends to
impair the reputation of the building or its desirability as a building for
offices, and upon written notice from Landlord, Tenant shall refrain from and
discontinue such advertisement.

16.   RULES AND REGULATIONS.

      Tenant and Tenant's employees, agents and visitors shall faithfully comply
with the rules and regulations set forth in Exhibit "B" attached hereto and made
a part hereof, and with such further reasonable rules and regulations as
Landlord at any time and from time to time may make and communicate in writing
to Tenant, which, in Landlord's judgment, shall be necessary for the reputation,
safety, care of appearance of the Leased Premises or the building of which they
form a part, together with their appurtenances, or the preservation of good
order therein, or the operation or maintenance of the building and its
equipment, or the more useful occupancy or the comfort of the tenants or others
in the building. Landlord shall not be liable to Tenant for the violation of any
of said rules and regulations or the breach of any covenant or condition in any
lease by any other tenant in the building.

17.   LANDLORD'S RIGHT OF ENTRY.

      Landlord and the Landlord's duly authorized agents and representatives
shall have the right upon reasonable notice to enter into or upon the Leased
Premises or any part thereof at all reasonable or necessary times for the
purpose of inspecting same or making such repairs or alterations as Landlord may
deem necessary or exhibiting the building for sale, or, during the last six (6)
months of the Term of this Lease, for lease or financing. Tenant shall have the
right to have a representative present during such entry or inspection by
Landlord.

18.   REPAIRS.

      Landlord shall, at its own cost and expense, except as may be provided
elsewhere herein, make all necessary repairs and replacements to the exterior,
structural components, and common areas and common facilities of the building of
which the Leased Premises form a part, including, without limitation, the roof,
foundation, exterior or interior structural walls, ceilings, floors and glass,
and to the HVAC, electric, water and plumbing systems and other equipment used
to provide the services furnished by Landlord hereunder, unless any such damage
is caused by acts or omissions of Tenant, its employees, agents or visitors, in
which event Tenant shall bear the cost of such repairs. Landlord shall keep the
parking areas, sidewalks and other common areas in a clean and neat condition.
All injury or damage to the building or the Leased Premises caused

                                       10

<PAGE>

by moving the property of Tenant in or out thereof, or by installation or
removal of furniture, fixtures or other property, or by any other act or
omission of Tenant, its employees, agents or visitors, shall be promptly
repaired by Tenant at Tenant's cost and expense. In the event Tenant shall fail
to do so repair the building or the Leased Premises, then Landlord shall have
the right to make such repair and any charge or cost actually incurred and paid
by Landlord therefor shall be paid by Tenant within thirty (30) days after
written demand therefor and Landlord may elect, in its discretion, to regard
such charge or cost as additional rent which shall become payable with the
installment of rent next becoming due or thereafter falling due under the terms
of this Lease.

19.   LANDLORD'S SERVICES.

      Landlord shall provide the following services without cost to Tenant:

      (a)   Electricity, through conduits provided by Landlord, for lighting and
normal business equipment and all replacement light bulbs or tubes for building
standard fixtures.

      (b)   Hot and cold water for lavatory and drinking purposes in places
designated by Landlord, and lavatory supplies.

      (c)   Subject to all governmental regulations or limitations in effect
from time to time, heat and air conditioning during the hours as set forth
herein during such seasons of the year when such services are normally and
usually furnished in modern office buildings in the Nashville area. Landlord's
services shall be provided from 7:00 a.m. to 7:00 p.m. on Monday through Friday
and 8:00 a.m. to 1:00 p.m. on Saturday, federal government holidays excepted
provided that, if Tenant shall require air conditioning (heating and cooling) or
air ventilation during any season outside the hours and days above specified,
Landlord shall furnish to same for the area or areas specified in a written
request of Tenant delivered to the manager of the Building by 3:00 p.m. of the
business day immediately preceding the day of extra usage, and for such service,
Tenant shall pay Landlord, upon receipt of a bill therefore, an amount
calculated in accordance with the schedule shown on Exhibit "D" attached hereto
and incorporated herein by this reference.

      (d)   Automatic elevator service; and

      (e)   Building standard cleaning service in the common areas of the
building and in the Leased Premises, except Saturdays, Sundays and Government
holidays, which service shall consist of sweeping floors, vacuuming carpets,
dusting surfaces of normal office furniture and emptying wastebaskets on each
normal business day. Windows will be cleaned at reasonable intervals.

      (f)   Landlord and Tenant acknowledge that Landlord does not currently
provide security for the Building including the parking area. If Landlord
provides security for the Leased Premises and such areas in and around the
Building, including the parking area, as Landlord provides for other tenants of
the Building, the cost would be included in the rent paid by Tenant hereunder.
Tenant shall cause its tenants, invitees, licensees and all others using the
Leased Premises, to comply with all security rules, regulations, directives and
the like which Landlord and/or its agents may promulgate from time to time. If
Tenant desires additional or different security, it shall provide such
additional or different security at its sole cost and expense.

                                       11

<PAGE>

However, any such additional or different security must be coordinated with
Landlord's existing security.

      Landlord does not warrant that any of the services above mentioned will be
free from interruptions caused by repairs, renewals, improvements, alterations,
strikes, lockouts, accidents, inability of Landlord to obtain fuel or supplies,
or any other cause beyond the reasonable control of Landlord. Any such
interruption of service shall never be deemed an eviction or disturbance of
Tenant's use and possession of the Leased Premises or any part thereof or render
Landlord liable to Tenant for damages or relieve Tenant from performance of
Tenant's obligations under this Lease; provided, however, that Landlord will at
all times use reasonable efforts promptly to remedy any situation which might
interrupt such services.

20.   PARKING AREA.

      Tenant shall have the right to use in common with the other tenants in the
building the parking spaces as provided by Landlord adjacent to the building for
parking of Tenant's automobiles and those of its employees and visitors, subject
to the rules and regulations now or hereafter adopted by Landlord. Tenant shall
not use nor permit any of its employees, agents or visitors to use any parking
area owned by Landlord other than the parking area adjacent to and assigned to
the building. If Landlord deems it advisable, Landlord may set aside a part of
the total parking field for use as a separate area for visitors. Landlord
reserves the right to adopt any regulations necessary to curtail unauthorized
parking, including the required use of "parking permits."

21.   DAMAGE OR DESTRUCTION.

      (a)   Total Destruction. If the Leased Premises is damaged or destroyed by
fire, earthquake or any other casualty to such an extent as to render the same
untenantable in whole or in substantial part, Tenant shall give Landlord
immediate notice of the occurrence of such casualty. Unless Landlord notifies
Tenant within thirty (30) days after receipt of such notice of its election to
repair or to restore the Leased Premises, this Lease shall terminate at the end
of such thirty day period and Tenant shall vacate and surrender the Leased
Premises within thirty (30) days thereafter. Unless Tenant is in default under
this Lease and the rent accelerated at the time of such casualty, unless such
casualty is caused by a wrongful or negligent act of Tenant; then Tenant's
liability for rent shall cease as of the day following the casualty and any rent
paid by Tenant in advance and not yet earned as of the date of termination shall
be refunded to Tenant. If Landlord elects to so repair or restore the Lease
Premises, Landlord shall restore the Leased Premises to a condition comparable
to that which existed immediately prior to such damage within one hundred eighty
(180) days of Landlord's notice of its intent to repair with due allowance given
to Landlord for any reasonable delays caused by adjustment of insurance loss,
strikes, labor difficulties or any cause beyond Landlord's control provided
Landlord is diligently pursuing such restoration. The rent shall be abated
during the period of repair or restoration from the day following the casualty
in the same proportion as the untenantable portion of the Leased Premises bears
to the former leasable area of the Leased Premises. If more than 25% of the
leasable square feet in the Building are damaged or destroyed by fire,
earthquake or any other casualty, then Landlord, at its sole option, may
terminate this Lease upon thirty (30) days written notice to Tenant. If more
than 50% of the usable square feet in the Building are damaged or


                                       12

<PAGE>

destroyed by fire, earthquake or any other casualty not resulting from wrongful
or negligent act of Tenant, then Tenant, at its sole option, may terminate this
Lease upon thirty (30) days written notice to Landlord. In the event of such
termination by Landlord or Tenant, provided that Tenant shall not be in default
under this Lease and the rent accelerated at the time of such casualty, the
Tenant's liability for rent shall cease as of the day following the casualty and
any rent paid by Tenant in advance and not yet earned as of the date of
termination shall be refunded to Tenant.

      (b)   Partial Destruction. In the event Leased Premises is damaged by
fire, earthquake or any other casualty to such an extent that it is not rendered
untenantable in whole or in substantial part, then Landlord shall promptly, at
Landlord's expense, repair and restore the Leased Premises to a condition
comparable to that which existed immediately prior to such damage; provided that
Tenant shall be responsible for the repair or restoration of its equipment,
trade fixtures, and personal property located on or in the Leased Premises. The
rent shall be abated proportionately as to the portion of the Leased Premises
damaged from the day following the casualty until the completion of the repair
and restoration; provided that if Landlord fails to complete such repair within
one hundred twenty (120) days of the casualty, with due allowance given to
Landlord for reasonable delays beyond Landlord's control so long as Landlord is
diligently pursuing restoration, then Tenant, on thirty (30) days written notice
to Landlord, may terminate this Lease provided such casualty is not resulting
from wrongful or negligent act of Tenant.

22.   INDEMNIFICATION.

      Except to the extent caused or occasioned by the negligence or willful
misconduct of Landlord, its agents, representatives, employees, contractors or
invitees, the Tenant will indemnify and hold harmless the Landlord against and
from any and all claims arising from (i) the Tenant's occupancy of the Premises,
(including, but not limited to, statutory liability and liability to Tenant's
employees under workers' compensation laws), (ii) any breach or default in the
performance of any obligation on the Tenant's part to be performed under the
terms of this Lease, (iii) any act of negligence of the Tenant, or any officer,
agent, employee, guest, or invitee of the Tenant, (iv) all costs, reasonable
attorneys' fees, expenses and liabilities incurred in or about any such claim or
any action or proceeding brought thereon, and, in any case, action or proceeding
brought against the Landlord by reason of any such claim. The Tenant upon notice
from the Landlord will defend the same at the Tenant's expense by counsel
approved in writing by the Landlord.

      Except to the extent caused or occasioned by the negligence or willful
misconduct of Tenant, its agents, representatives, employees, contractors or
invitees or the failure of Tenant to observe any of the terms and conditions of
this Lease, Landlord will indemnify and hold harmless the Tenant from and
against any and all claims arising from, occasioned by or that are the result or
negligence or willful misconduct or Landlord, its representatives, agents,
employees, contractors or invitees or Landlord's breach of or failure to perform
any of its warranties, representations, agreements or obligations under this
Lease, together will all costs, reasonable attorneys fees, expenses and
liabilities incurred in or about any such claim any action or proceeding brought
thereon, and, in any case, action or proceeding brought against the Tenant by
reason of any such claim. Landlord upon notice from Tenant will defend the same
at Landlord's expense by counsel approved in writing by Tenant.

                                       13

<PAGE>

      The Tenant, as a material part of the consideration to the Landlord
assumes all risk of damage to property or injury to persons, in, upon or about
the Premises, (i) except that the Tenant does not assume any risk for damage to
the Tenant resulting from the negligence or willful misconduct of the Landlord
or its authorized representatives, (ii) from any cause whatsoever except that
which is caused by the failure of the Landlord to observe any of the terms and
conditions of the Lease if such failure has persisted for an unreasonable period
of time after Tenant has given written notice of such failure.

      The Landlord is not liable for any claims, costs or liabilities arising
out of or in connection with the acts or omissions of any other tenants in the
Building not participated in or caused by the Landlord. The Tenant waives all of
its claims in respect thereof against the Landlord.

23.   CONDEMNATION.

      (a)   If the whole or any part of the Leased Premises shall be taken for
any public or quasi-public use under any statute or by right of eminent domain,
or by purchase under threat of condemnation, then this Lease shall at Landlord's
sole option automatically terminate as of the date that title shall be taken.

      (b)   If any part of the building of which the Leased Premises form a part
or any parking area adjacent thereto shall be so taken and this Lease shall not
be terminated under the provisions (a) above, then Landlord shall have the
option to terminate this Lease upon ninety (90) days notice to Tenant if, in
Landlord's sole discretion, continued operation or the remaining structure or
improvements is uneconomical.

      (c)   In any event, all compensation awarded or paid upon such a total or
partial taking shall belong to and be the property of Landlord without any
participation by Tenant; provided, however, that nothing contained herein shall
be construed to preclude Tenant from prosecuting any claim directly against the
condemning authority in such condemnation proceeding for loss of business,
depreciation to, damage to, or costs of removal of, or for the value of, trade
fixtures, furniture, and other personal property belonging to Tenant; provided,
however, that no such claim shall diminish or otherwise adversely affect
Landlord's award.

24.   DEFAULT.

      If Tenant shall fail to pay any installment of the fixed rent reserved
herein within five (5) business days of the date the same shall become due and
payable or any other charges within twenty (20) days of the date the same shall
become due and payable, although no demand shall have been made for same unless
required hereunder, or if Tenant shall violate or fail or neglect to keep and
perform any of the terms, covenants, conditions or agreements herein contained
on the part of Tenant to be kept and performed, other than payment of rent and
the same is not cured or corrected within thirty (30) days after written notice
thereof (unless the same cannot be cured within thirty (30) days in which event
Tenant shall have commenced to cure the same within said 30 day period and
diligently prosecutes the cure to completion), or if Tenant shall make an
assignment of assets for benefit of creditors or file a voluntary petition in
bankruptcy or be adjudicated bankrupt or insolvent, or if an involuntary
petition in bankruptcy or for receivership

                                       14

<PAGE>

be instituted against Tenant and the same not be dismissed within sixty (60)
days of the filing thereof, then, and in each and every such event, and at all
times thereafter, at the option of Landlord, Tenant's right of possession of the
Leased Premises and to reenter same and expel or remove Tenant and any other
person who may be occupying said Leased Premises or any part thereof and any
personal property or trade fixtures located therein without demand of rent or
demand of possession, any notice to quit or of intention to re-enter being
hereby expressly waived by Tenant. In the event of such re-entry by process of
law or otherwise, Tenant agrees to and shall remain liable for any and all
damage, deficiency or loss of rent which Landlord may sustain by such re-entry;
and in such case Landlord reserves full power, which is hereby acceded by
Tenant, to re-let the Leased Premises for the benefit of Tenant, in liquidation
and discharge, in whole or in part, as the case may be, of the liability of
Tenant under the terms and provisions of this Lease.

      If Tenant becomes the subject debtor in a case pending under the Federal
Bankruptcy Code, Landlord's fight to terminate this Lease under this paragraph
shall be subject to the applicable rights, if any, of the Trustee in Bankruptcy
Code. The failure of the Trustee to effect such assumption or assignment hereof
within the applicable time period provided in the Federal Bankruptcy Code shall
conclusively and irrevocably constitute the Trustee's rejection of this Lease
and waiver of any right of the Trustee to assume or assign this Lease. (The
Trustee shall not have the right to assume or assign this Lease.) The Trustee
shall not have the right to assume or assign this Lease unless said Trustee (i)
promptly and fully cures all defaults under this Lease, (ii) promptly and fully
compensates Landlord for all monetary damages incurred as a result of such
default, and (iii) provides to Landlord "adequate assurance of future
performance", (as defined herein below). Landlord and Tenant hereby agree in
advance that "adequate assurance of future performance", as used in this
paragraph, shall mean that all of the following minimum criteria must be met:
(a) Tenant's gross receipts in the ordinary course of its business during the
thirty (30) days immediately preceding the initiation of the case under the
Federal Bankruptcy Code must be at least two (2) times greater than the next
payment of rent due under this Lease, (b) both the average and median of
Tenant's monthly gross receipts in the ordinary course of business during the
six (6) months immediately preceding initiation of the case under Federal
Bankruptcy Code must be at least two (2) times greater than the next payment of
rent due under this Lease, (c) Tenant must pay to Landlord all rentals and other
sums payable by Tenant hereunder including also therein its share (as estimated
by Landlord) of the cost of all services provided by Landlord (whether directly
or through agents or contractors, and whether or not the cost of such services,
and (d) the Tenant must agree (by writing delivered to Landlord) that the
Tenant's business liquidating sales, auctions, or other non-first class business
operations shall be conducted on the Leased Premises, and that the use of the
Leased Premises as stated in this lease will remain unchanged, and that the
assumption or assignment of this Lease will not violate or affect the rights of
other tenants in the building. In the event Tenant is unable to (i) cure its
defaults, (ii) reimburse Landlord for its monetary damages, (iii) pay the rents
due under this Lease or any other payments required of Tenant under this Lease
on time, or (iv) meet the criteria and obligations imposed by (a) through (d)
above in this paragraph 23, then Tenant hereby agrees in advance that it has not
met its burden to provide adequate assurance of future performance, and this
Lease may be terminated by Landlord in accordance with this paragraph. Should
the Trustee fail to comply with the provisions of the Federal Bankruptcy Code
governing the assumption or assignment of this Lease or should the Trustee
reject this Lease then Landlord shall have the right to terminate this Lease by
giving thirty (30) days prior written notice to

                                       15

<PAGE>

Tenant. The provisions of this paragraph shall apply not only to a Trustee in
Bankruptcy but also to Tenant as a Debtor In Possession Under the Federal
Bankruptcy Code.

      Landlord's pursuit of any remedy herein provided shall not preclude
pursuit of any other remedies provided by law, nor shall pursuit of any remedy
herein provided constitute a forfeiture or waiver of any rent due to Landlord
hereunder or of any damages accruing to Landlord by reason of the violation of
Tenant of any of the terms, covenants, conditions or agreements of this Lease.
In addition to the foregoing, upon such default, at Landlord's option, the
entire amount of the rent then remaining to be paid under this Lease shall
become due and payable provided, that Landlord's damages shall be such a sum as
at the time of such default on the part of Tenant represents the amount of
excess, if any, of the then present value of the total fixed annual rent which
would have accrued to Landlord under this Lease for the remainder of the Lease
term if the Lease term had been 17 (PAGE) 18 fully complied with by Tenant for
the balance of the Lease term over and above the then present rental value of
the Leased Premises for the balance of the Lease term, such present values to be
determined using an interest rate at the then current federal 30 year Treasury
rate, and any tenant improvements, commissions and other procurement costs. No
waiver by Landlord of any violation or breach of any of the terms, covenants,
conditions or agreements of this Lease shall be deemed or construed to
constitute a waiver of any other violation or breach of any of the terms,
covenants, conditions or agreements hereof; and no provision of this Lease shall
be deemed to have been waived by Landlord unless such waiver shall be in writing
signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser
amount than the monthly installments of rent herein stipulated shall be deemed
to be other than on account of the earliest stipulated rent nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment of rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance of such rent or pursue any other remedy provided in this Lease.

      In no event shall (leasing company/lender) cause to be recorded any
financing statements, Uniform Commercial Code filings or their equivalents in
connection with this Agreement which affect or otherwise impair title to
Landlord's fixtures and real or personal property located on the Property.

      Tenant, upon default, agrees to pay all reasonable costs and expenses
actually incurred and paid by Landlord in the enforcement of Landlord's rights
hereunder including all reasonable attorney's fees.

25.   HOLDOVER.

      Notwithstanding any provision of Law or any judicial decision to the
contrary, no notice shall be required to terminate the term of this Lease as
herein mentioned without notice being required from either party. However, if
Tenant shall remain in possession of the Leased Premises beyond the expiration
of the term without the express written consent of Landlord, then such
possession shall be as a month-to-month tenant at 150% the rent of the last
month of the Lease term, and the provisions of this Lease shall be applicable.
Any holding over by Tenant shall not be deemed to be a renewal of this Lease.

                                       16

<PAGE>

26.   SUBORDINATION.

      This Lease is subject and subordinate to all ground or underlying leases
and to all mortgages and/or deeds of trust which may now or hereafter affect
such leases or the real property of which the Leased Premises form a part, and
to all renewals, modifications, consolidations, replacements and extensions
thereof. This paragraph shall be self-operative and no further instrument of
subordination shall be necessary to evidence the priority of any mortgagee or
trustee. In confirmation of such subordination, Tenant shall execute promptly
any certificate that the Landlord may request. Tenant hereby constitutes and
appoints Landlord the Tenant's attorney-in-fact to execute any such certificate
or certificates for and on behalf of the Tenant. The Tenant covenants and agrees
that it will, at the written request of the party secured by any such deed of
trust, execute, acknowledge and deliver any instrument that has for its purposes
and effect the subordination of the lien of this Lease to said deed of trust.
Tenant agrees that neither the cancellation nor termination of such ground or
underlying lease shall by operation of law or otherwise, result in cancellation
or termination of this Lease or the obligations of the Tenant hereunder, and
Tenant covenants and agrees to attorn to such landlord or to any successor to
Landlord's interest in such ground or underlying lease, and in that event, this
Lease shall continue as a direct lease between the Tenant herein and such
landlord or its successor; and in any case, such landlord or successor under
such ground or underlying lease shall not be bound by any prepayment on the part
of Tenant of any rent for more than one month in advance, so that rent shall be
payable under this Lease in accordance with its terms, from the date of the
termination of the ground or underlying lease, as if such prepayment had not
been made; and provided, further, such landlord or successor under such ground
or underlying lease shall not be bound by this Lease or any amendment or
modification of this Lease unless, prior to the termination of such ground
underlying lease, a copy of this Lease or amendment or modification thereof, as
the case may be, shall have been delivered to such landlord or successor by
Tenant.

      The foregoing subordination is conditioned upon the agreement of each
mortgagee, which agreement shall be in writing, executed by each mortgagee and
delivered to the Tenant wherein each such mortgagee agrees in substance that so
long as Tenant is not in default under the terms and conditions of this Lease;
(i) the Tenant will not be disturbed in Tenant's possession of the Leased
Premises by any owner of a mortgage or any purchaser of the building or Leased
Premises at a foreclosure sale; and (ii) Tenant will not be joined in any action
or proceeding to foreclose any mortgage by any holder thereof. The giving of any
such agreement by any mortgagee may be conditioned by it on the reciprocal
agreement of Tenant to attorn to the holder of such mortgage should it become
vested with the Landlord's interest in the Leased Premises. Landlord shall make
its best efforts to obtain such a non-disturbance agreement from any mortgagee
of the Leased Premises.

27.   ESTOPPEL CERTIFICATE.

      Tenant agrees, at any time and from time to time, upon not less than ten
(10) days prior written notice by Landlord, to execute, acknowledge and deliver
to Landlord a statement in writing (i) certifying that this Lease is unmodified
and in full force and effect (or if there have been modifications, that the
Lease is in full force and effect as modified and stating the modification),
(ii) stating the dates to which the rent and any other charges hereunder have
been

                                       17

<PAGE>

paid by Tenant, (iii) stating whether or not to the best knowledge of Tenant,
Landlord is in default in the performance of any covenant, agreement or
condition contained in this Lease, and if, so, specifying each such default of
which Tenant may have knowledge, and (iv) stating the address to which notices
to Tenant should 19 (PAGE) 20 be sent. Any such statement delivered pursuant
hereto may be relied upon by any owner of the building of which the Leased
Premises are a part or the land underlying said building, and any prospective
purchaser of said building or said land, any mortgagee or prospective mortgagee
of said building or said land or of Landlord's interest in either, or any
prospective assignee of any such mortgagee.

28.   NOTICES.

      Any notice to be given by either party to the other pursuant to the
provisions of this Lease shall be in writing and shall be deemed to be duly
given if delivered personally or mailed by registered or certified mail, return
receipt requested, addressed to Landlord at the address at which it receives
rent and addressed to Tenant at the Leased Premises.

29.   SALE.

      In the event the original Landlord hereunder, or any successor owner of
the building, shall sell or convey the building, all liabilities and obligations
on the part of the original Landlord, or such successor owner, under this Lease
accruing thereafter shall terminate, and thereupon all such liabilities and
obligations shall be binding on the new owner. Tenant agrees to attorn to such
new owner.

30.   LANDLORD'S RIGHT TO SUBSTITUTE SPACE.

      INTENTIONALLY DELETED

31.   MODIFICATIONS.

      Landlord and Tenant agree that this Lease contains the entire agreement
between them and shall not be modified in any manner except by an instrument in
writing signed by each of them.

32.   PARAGRAPH HEADINGS.

      The paragraph headings as to contents of particular paragraphs herein are
inserted for convenience only and shall not be considered to be part of this
Lease or in any way to modify, amend or affect the provisions hereof.

33.   MISCELLANEOUS.

      Words of any gender used in this Lease shall be held to include any other
gender, and words in the singular number shall be held to include the plural,
when the context requires.

                                       18

<PAGE>

34.   EXHIBITS.

      If required by Landlord, Tenant shall execute a work letter and/or a
Guaranty (or Guaranties) of Tenant's obligations under this Lease which shall be
attached as an Exhibit to the Lease and become a part hereof.

35.   BENEFIT.

      Notwithstanding the absolute prohibition against assignment contained
herein, this Lease shall inure to the benefit of and be binding upon Landlord
and Tenant and their respective legal representatives, successors, and such
assigns and sublessees as may be approved by Landlord hereunder.

36.   GOVERNING LAW.

      This Lease and its provisions shall be interpreted, governed and enforced
in accordance with the law of the State of Tennessee.

37.   COMPLIANCE WITH LAWS.

      Tenant shall (a) at Tenant's expense, comply with all present and future
laws and requirements of any public authorities in respect of the Leased
Premises or the use and occupation thereof, or the abatement of any nuisance in,
on or about the Leased Premises, and (b) be responsible for the cost of the
compliance with all present and future laws and requirements of any public
authorities in respect of the Landlord's property of which the Leased Premises
are a part arising solely from (i) Tenant's use of the Leased Premises, (ii) the
manner of conduct of Tenant's business or operation of its installations,
equipment or other property therein, (iii) any cause or condition created by or
at the instance of Tenant, or (iv) the breach of any of Tenant's obligations
hereunder, whether or not such compliance requires work which is ordinary or
extraordinary, foreseen or unforeseen; and Tenant shall pay all the costs,
expenses, fines penalties and damages which may be imposed upon Landlord by
reason of or arising out of Tenant's failure to fully and promptly comply with
and observe the provisions of this section. Without limiting the generality of
the foregoing, it is specifically agreed that Tenant shall comply with all laws
dealing with hazardous materials and, specifically, will not allow their
presence in or about the Leased Premises or any other part of Landlord's
property except to the extent permitted under Article 39. Tenant shall give
prompt notice to Landlord of any notice it receives of the violation of any law
or requirement of any public authority with respect to the Leased Premises or
the use or occupation thereof.

38.   LIMITATION ON LIABILITY

      Notwithstanding anything contained in this Lease, or in any other document
to the contrary, Tenant shall look solely to the then interest of Landlord in
the Premises, or of any successor in interest to Landlord as owner of the
Building, for the satisfaction of any remedy of Tenant for failure to perform
any of Landlord's obligations under this Lease, express or implied, or under any
law. Neither Landlord nor any disclosed or undisclosed principal of Landlord (or
officer, director, stockholder, partner or agent of Landlord or of any such
principal), nor any

                                       19

<PAGE>

successor of any of them, shall have any personal liability for any such failure
under this Lease or otherwise.

39.   ADA GENERAL COMPLIANCE

      Tenant, at Tenant's sole expense, shall comply with all laws, rules,
orders, ordinances, directions, regulations and requirements of federal, state,
county and municipal authorities now in force or which may hereafter be in
force, which shall impose any duty upon the Landlord or Tenant with respect to
the use, occupation or subsequent alteration of the Leased Premises, and that
the Tenant shall use all reasonable efforts to fully comply with the American's
With Disability Act with respect to its use, occupation and any subsequent
alternation of the Leased Premises.

      Landlord's responsibility for compliance with Americans With Disability
Act shall include the construction of the initial Leased Improvements, the
common areas and common facilities and restrooms of the Building, but not the
Leased Premises.

40.   HAZARDOUS SUBSTANCE - GENERAL

      The term "Hazardous Substances," as used in this lease shall mean
pollutants, contaminants, toxic or hazardous wastes, or any other substances the
use and/or the removal of which is required or the use of which is restricted,
prohibited or penalized by any "Environmental Law," which term shall mean any
federal, state or local law, ordinance or other statute of a governmental
authority relating to pollution or protection of the environment. Tenant hereby
agrees that (i) no activity will be conducted on the Premises that will produce
any Hazardous Substance, except for such activities that are part of the
ordinary course of Tenant's business activities (the "Permitted Activities")
provided said Permitted Activities are conducted in accordance with all
Environmental Laws and have been approved in advance in writing by Landlord;
Tenant shall be responsible for obtaining any required permits and paying any
fees and providing any testing required by any governmental agency; (ii) the
Premises will not be used in any manner for the storage of any Hazardous
Substances except for the temporary storage of such materials that are used in
the ordinary course of Tenant's business (the "Permitted Materials") provided
such Permitted Materials are properly stored in a manner and location meeting
all Environmental Laws and approved in advance in writing by Landlord; Tenant
shall be responsible for obtaining any required permits and paying any fees and
providing any testing required by any governmental agency; (iii) no portion of
the Premises will be used as a landfill or a dump; (iv) Tenant will not install
any underground tanks of any type; (v) Tenant will not allow any surface or
subsurface conditions to exist or come into existence that constitute, or with
the passage of time may constitute a public or private nuisance; (vi) Tenant
will not permit any Hazardous Substances to be brought into the Premises, except
for the Permitted Materials described above, and if so brought or found located
thereon, the same shall be immediately removed, with proper disposal, and all
required cleanup procedures shall be diligently undertaken pursuant to all
Environmental Laws. Landlord or Landlord's representative shall have the right
but not the obligation to enter the Premises for the purpose of inspecting the
storage, use and disposal of Permitted Materials to ensure compliance with all
Environmental Laws. Should it be determined that said Permitted Materials are
being improperly stored, used or disposed of, then Tenant shall immediately take
such corrective action as requested by Landlord. Should

                                       20

<PAGE>

Tenant fail to take such corrective action within 24 hours, Landlord shall have
the right to perform such work and Tenant shall promptly reimburse Landlord for
any and all costs associated with said work. If at any time during or after the
term of the lease, the Premises is found to be so contaminated or subject to
said conditions as a result of the acts or omissions of Tenant, Tenant shall
diligently institute proper and thorough cleanup procedures at Tenant's sole
cost, and Tenant agrees to indemnify and hold Landlord harmless from all claims,
demand, actions, liabilities, costs, expenses, damages and obligations of any
nature arising from or as a result of such contamination or condition caused by
Tenant. The foregoing indemnification and the responsibilities of Tenant shall
survive the termination or expiration of this Lease.

41.   QUIET ENJOYMENT

      Tenant, on paying rent and performing the Tenant's covenants and
obligation in this Lease, shall peaceably and quietly have, and enjoy the Leased
Premises for the full term hereof, without any hindrance, disturbance or claim
from or by the Landlord or any other person or party, subject only to the terms
and conditions of this Lease.

42.   LANDLORD DEFAULT

      If the Landlord shall fail to comply with any term, provision or covenant
of this Lese and such failure materially and substantially prevents Tenant from
using and occupying the Leased Premises as intended, and if Landlord does not
commence to cure such failure within thirty (30) days after written notice from
Tenant or fails thereafter to diligently prosecute such cure to completion,
Tenant shall have the right to pursue any one or more of the following remedies:
(i) perform the obligations of Landlord and have Landlord reimburse Tenant for
all reasonable costs and expenses actually incurred and paid by Tenant within
thirty (30) days of written demand therefore, failing which Tenant shall have
the right to and may set off against and deduct from each one of the next
successive monthly installments of rent thereafter due under this Lease the
amount of such costs and expenses, together with interest thereon at the highest
rate permitted by applicable law from the due date until paid until such time as
the entire amount of such costs and expense incurred by Tenant, together with
interest thereon, has been paid and reimbursed to Tenant in full, and/or (ii)
terminate this Lease by giving Landlord at least thirty (30) days prior written
notice of such termination; provided that no termination shall be effective if
Landlord commences to cure said failure prior to the expiration of the thirty
(30) day notice of cancellation, so long as Landlord diligently pursues such a
cure to completion

43.   MISCELLANEOUS

      In the event of any litigation arising from or related to this Lease, the
prevailing party shall be entitled to recover reasonable attorneys' fees and its
expenses.

                                       21

<PAGE>

      IN WITNESS WHEREOF, the parties herein have hereunto set theirs hands the
day and year first above mentioned.

LANDLORD:

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

By:    /s/ _____________________________

Title: _________________________________

TENANT:

AMERICAN HOME PATIENT, INC.

By:    /s/ _____________________________

Title: _________________________________

                                       22

<PAGE>

                                    ADDENDUM

      THIS ADDENDUM (the "Addendum") is attached to and made a part of that
certain Lease (the "Lease") made by and between PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY, hereinafter called "Landlord" and AMERICAN HOME PATIENT, INC.,
hereinafter called "Tenant" covering the Premises of approximately 29,096
rentable square feet of space (the "Premises") in the Parklane building (the
"Building") located at 5200 Maryland Way in the Maryland Farms Office Park in
the City of Brentwood, Williamson County, Tennessee, all as more particularly
described in the Lease.

      In order to induce Tenant to enter into this Lease (which is hereby
incorporated by reference to the extent that the provisions of this Addendum may
apply thereto) and in consideration of the mutual covenants hereinafter
contained, Landlord and Tenant mutually agree as follows:

      1.    INCORPORATION OF LEASE. The provisions contained in this Addendum
are an integral part of the Lease of which this Addendum is a part and are
intended to supplement the Lease. The provisions of this Addendum are
specifically subject to the provisions of the Lease, and in the event of any
conflict between the provisions of the Lease and the provisions of this
Addendum, the provisions of the Lease shall control. The capitalized terms
herein shall have the same meanings as described thereto in the Lease unless
otherwise expressly provided herein to the contrary.

      2.    PLANS AND SPECIFICATION. Tenant shall produce, or cause to be
produced, in accordance with Tenant's instructions, plans (the "Plans") and
specifications (the "Specifications") describing the Tenant's required
improvements (the "Work") to the Premises, by working in conjunction with Tenant
in the manner described below. The Plans and Specifications are hereinafter
collectively called the "Work Documents". It is anticipated that, in order to
complete the Work in a timely manner as required in the construction schedule
discussed below, the Work Documents may be developed in phases to allow for the
commencement of construction as soon as possible on those aspects of the Work
which will require the longest construction period.

      Tenant shall develop and shall cause the production of the Work Documents
which shall set forth the design of the Premises in sufficient detail to support
construction of the Work and the obtaining by Landlord of any permits or
certificates required favor occupancy of the Premises. The cost of producing
such Work Documents shall be included in the costs of the Work. In addition,
Tenant shall promptly submit the Work Documents to Landlord who shall promptly
review the Work Documents submitted by Tenant and shall either provide comments
or corrections thereto or approve such Work Documents. Upon approval of the Work
Documents, Landlord will promptly commence performance of the Work and
diligently prosecute the same to completion.

      3.    IMPROVEMENTS TO THE PREMISES - Responsibilities and Standards.

            (a)   DEMOLITION OF EXISTING IMPROVEMENTS. Tenant, at its sole cost
and expense and as a cost of the Work, shall demolish and remove from the
Premises any

                                       23
<PAGE>

improvements or fixtures required to be removed from the Premises to accommodate
the construction of the Work as shown on the approved Work Documents; provided,
however, that Landlord, at its sole cost and expense, and not as a cost of the
Work, shall be responsible for the removal, clean-up or containment of any
Hazardous Substance, including asbestos, which is required or necessary to
accommodate the construction of the Work.

            (b)   LANDLORD'S WORK. Landlord shall cause the Work to be completed
in a good and workmanlike manner consistent with good construction practice and
in accordance with the approved Work Documents, as such Work Documents may be
modified in accordance with this subsection (b). Any material modification of
or amendments to the Work after the approval of the Work Documents, by Tenant
which are proposed by Landlord or Landlord's construction manager or contractors
or subcontractors shall be subject to prior written approval by Tenant which
approval shall not unreasonably by withheld or delayed provided that such
modifications are not of lesser quality or do not adversely affect Tenant's
business operations to be conducted at the Premises. Any modifications or
amendments to the Work proposed by Tenant after its approval of the Work
Documents ("Change Orders") shall be subject to the approval of Landlord, which
approval shall not unreasonably by withheld or delayed.

            (c)   PROJECT TEAM. The design and construction or the Work as
contemplated herein shall be coordinated by a project team (the "Project Team")
the operation of which shall be directed by Landlord's construction manager. The
Project Team shall also include employees and agents of Landlord who shall have
responsibility for various aspects of the Work. The purpose of the Project Team
shall be to direct and manage the design and construction of the Work in a
coordinated fashion so as to cause the Work to be completed on schedule and at
the lowest cost reasonably possible consistent with the quality of the Work
desired by Tenant. Tenant shall designate in writing a representative or
representatives ("Tenant's Representative) to be a member of the Project Team
and such Tenant's Representative shall have authority to make decisions on
behalf of Tenant with respect to the Work Documents and other matters affecting
the design and construction of the Work. Tenant's Representative shall be
available to respond to requests of the Project Team as needed.

            (d)   COMPLIANCE WITH LAWS. Landlord shall obtain all approvals,
permits, occupance certificates and other consents required to commence, perform
and complete the Work; shall at all times cause the Work to comple with all
laws, regulations or rules of any governmental authority which are applicable
thereto; and shall maintain for inspection by Tenant copies of all approvals,
permits, inspection reports, and other governmental consents obtained by
Landlord. The costs incurred by Landlord in satisfying the foregoing
requirements shall be included in the Project Costs (as such term is defined in
Section 4(a) below).

      4.    INCLUSIONS/EXCLUSIONS OF THE WORK.

            (a)   INCLUDED IN THE WORK. Included within the Work to be performed
by Landlord are all (Tenant gets allowance and is responsible for space planning
design and construction drawings) construction costs, design and engineering
fees, building permits, modifications/replacements/alterations to any heating,
ventilating, air conditioning systems, electrical systems, life safety systems,
plumbing systems, all ceiling, lighting, floor coverings and finishes, all
removal of wall and floor coverings, and all costs of compliance with

                                       24

<PAGE>

any laws or building codes including the Americans with Disabilities Act
(hereinafter collectively referred to as the "Project Costs").

            (b)   EXCLUDED FROM THE WORK. At its own expense Tenant shall be
responsible for providing all of the following, which shall not be included
within the Work to be performed and paid by Landlord; all furniture, movable
trade fixtures and office equipment, including Tenant's phone system,
acquisition, layout, installation, relocation; and all costs associated with the
coordination of and the actual move by Tenant to the Premises.

      5.    COST OF WORK. The Work shall be completed in accordance with the
Plans and Specifications and Tenant shall be entitled to an allowance (the
"Improvement Allowance") from Landlord, which shall be applied by Landlord to
the costs of preparing the Plans and Specifications and the costs of completing
the Work (all of which costs shall together be referred to herein as the
"Project Costs") as follows:

            (a)   The amount of the Improvement Allowance for the cost of
constructing and completing the Work shall be in the amount of $12.00 per
rentable square foot ($349,152.00 based on 29,096 rentable square feet), which
shall include a construction management fee not to exceed $17,458.00.

            (b)   The amount of the Improvement Allowance for architectural and
engineering drawings and space planning shall be in the amount of $1.00 per
rentable square foot ($29,096 based on 29,096 rentable square feet).

      The Improvement Allowance shall exclude costs described in Paragraph 4(b),
above, and the costs of removal, clean-up or containment of any Hazardous
Substance described in Paragraph 4(a) above.

      6.    SELECTION OF CONTRACTORS. The Project Team shall select the
contractor to perform the Work, which selection shall be subject to the approval
of Tenant and which approval shall not unreasonably be withheld or delayed. The
Project Team and Tenant's Representatives shall promptly make themselves
available to discuss and resolve as quickly as possible the election of a
contractor. If the Project Team determined that one or more aspects of the Work
should be bid separately, the procedures described above for the obtaining,
reviewing and approving of bids shall be applied to bids for such separate
aspects.

      7.    PAYMENT OF PROJECT COSTS. Landlord shall promptly pay all Project
Costs when due. At any time during the construction and completion of the Work,
if the Project Costs to be paid by Landlord exceeds the amount of the
Improvement Allowance whether or not such increase is due to Change Orders,
Landlord shall deliver a statement to Tenant setting forth the amount of such
excess cost, together with documentation supporting the computation of such
excess cost, and Tenant shall pay the amount of such excess cost to Landlord
within thirty (30) days after completion of such portion of the Work and receipt
of Landlord's invoice therefore. At Tenant's option, should Project Costs exceed
the amount of the Improvement Allowance initially provided by Landlord, Tenant
may borrow from Landlord up to an additional $3.00 per rentable square foot
which shall be amortized over the life of the Lease at 11% and paid to Landlord
monthly as additional rent. If the Improvement Allowance is not fully used in
payment of the

                                     25

<PAGE>

Project Costs, Tenant may convert any unused portion of the Improvement
Allowance as a credit against monthly installments of the minimum rent due and
payable in accordance with the provisions of the Lease. Provided, however, that
Tenant shall not be liable to Landlord for that portion of any excess over the
Improvement Allowance which consists of any management fees in excess of the
amount set forth in paragraph 5(a) above.

      8.    SUBSTANTIAL COMPLETION: COMMENCEMENT DATE.

            (a)   SUBSTANTIAL COMPLETION. The term "Substantial Completion"
shall mean, with respect to the Premises, the date when:

                  (i)   All of the Work shall have been completed in accordance
with the Work Documents (as modified by Change Orders) so that the Premises are
ready and suitable for occupancy by Tenant, except for Punch List Items, as
certified in a Certificate of Substantial Completion by the architect; and

                  (ii)  Landlord shall have obtained a Certificate of Occupancy
for the Premises permitting legal use and occupancy of the Premises for the
purposes specified in the Lease; and

                  (iii) Tenant shall have available to it unimpeded access from
the entrances of the Building to the elevator lobby of the floor of the Building
in which the Premises is located.

            (b)   NOTIFICATION OF SUBSTANTIAL COMPLETION. Landlord shall provide
Tenant with at least thirty (30) days prior notice of the date upon which, in
Landlord's judgment, the conditions set forth in clauses (a)(i) through (iii)
above will occur and shall thereafter keep Tenant informed as to any material
change in Landlord's estimate of the date on which Substantial Completion will
occur.

            (c)   COMMENCEMENT DATE. The Commencement Date of the Lease shall
occur on the date of Substantial Completion of the Work (as defined herein) for
all of the Premises.

      9.    PUNCH LIST ITEMS. The term "Punch List Items" shall mean details of
construction, decoration, and mechanical adjustment which in the aggregate, are
minor in character and do not materially interfere with the Tenant's use or
enjoyment of the Premises. Prior to the Commencement Date, Tenant and Landlord
shall inspect the Premises and prepare a mutually agreed upon list of Punch List
Items. Punch List Items shall be completed by Landlord within thirty (30) days
after Substantial Completion.

      10.   COMPLETION OF WORK. Landlord hereby certifies to Tenant that,
provided that the Lease is executed by Tenant by no later than October 20, 1995,
Landlord will promptly commence performance of the Work and diligently prosecute
the same to completion so that the date of Substantial Completion of the Work
(as adjusted if necessary for delays that are caused or occasioned by Tenant
and/or events of force majeure) shall occur no later than January 1, 1996. If
Substantial Completion of the Work is delayed beyond January 1, 1996, the
provisions of Paragraph 4 (a) of the Lease shall be applicable to such delay in
Substantial Completion.

                                       26

<PAGE>

Notwithstanding the foregoing, in order for Landlord to perform Substantial
Completion, Tenant must deliver to Landlord Work Documents which have been
agreed to and signed by Tenant indicating approval for construction by October
31,1995.

                                       27

<PAGE>

                                   EXHIBIT "A"

                         [DIAGRAM OF PARKLANE BUILDING,
                              BRENTWOOD, TENNESSEE
                                  FOURTH FLOOR]

                                       28

<PAGE>

                                   EXHIBIT "B"

                              RULES AND REGULATIONS

      1.    Rental payments are due on the first of each month and should be
mailed to Principal Mutual Life Insurance Company c/o Eakin & Smith, Inc., 2100
West End Avenue, Suite 950, Nashville, TN 37203. Should your check be returned
from the bank, you must Reimburse Landlord with a certified check plus a $5.00
charge for handling and to cover the fee charged by the bank for handling.
Should you have more than two checks returned by the bank, you will be asked to
pay by cashiers check from that point on.

      2.    The sidewalks, entries, passages, elevators, stairways and other
common areas of the building shall not be obstructed or used for any other
purpose than ingress and egress.

      3.    No additional locks shall be placed upon any doors in the building;
and the doors leading to the corridors shall be kept closed during business
hours, except as they may be used for ingress or egress.

      4.    No draperies, shades or blinds visible from the exterior of the
building shall be installed unless the color, material, shape, style and size
have been approved by Landlord, or Landlord's agent, in writing.

      5.    No awning, canopy or the like shall be installed unless approved by
Landlord or Landlord's agent, in writing.

      6.    No loud speaker system or other sound system shall be constructed,
maintained, used or operated in the Leased Premises or in or about the building
unless Tenant shall have first obtained the prior written consent of Landlord,
or Landlord's agent.

      7.    No vending machines shall be installed unless approved by Landlord
or Landlord's agent, in writing.

      8.    No freight, furniture or other bulky matter of any description shall
be moved into or out of the building or carried in the elevators, stairways or
through the windows of said building except as approved in advance by Landlord
or Landlord's agent, and at such times and in such manner as Landlord or
Landlord's agent may direct. There will be a supervision fee of $15.00 per hour
for any moves which occur during weekends or legal holidays. There shall not be
used in any space, or in any public halls of said building, either by Tenant or
by jobbers or other, in the delivery or receipt of merchandise any hand truck,
except those equipped with rubber tires and side guards. No trash or other
materials shall be left on the Premises at any time unless it is retained in
trash receptacles located within Tenant's designated space. During move-outs all
trash shall be removed from the Leased Premises at the Tenant's expense.

      9.    Tenant shall promptly remove from the public areas adjacent to the
building any of Tenant's property there delivered or deposited.

                                       29

<PAGE>

      10.   No parking is permitted in areas which are not properly designated
as parking. Cars parked in "No Parking" areas will be subject to being removed
and stored at owner's expense.

      11.   No portable heater or fans should be used, maintained or operated
within the Leased Premises unless Tenant shall have first obtained the prior
written consent of Landlord or Landlord's agent.

      12.   No animals shall be kept in or about the Premises.

      13.   No room or rooms shall be occupied or used as sleeping or lodging
apartments at any time, or for any immoral or illegal purposes, under penalty of
immediate cancellation of lease.

      14.   Maintenance and repair of kitchen facilities within the Leased
Premises will be at the expense of Tenant.

                                       30

<PAGE>

                                   EXHIBIT "C"

                         [DIAGRAM OF PARKLANE BUILDING,
                              BRENTWOOD, TENNESSEE,
                                  FOURTH FLOOR]

                                       31

<PAGE>

                                   EXHIBIT "C"

                         [DIAGRAM OF PARKLANE BUILDING,
                              BRENTWOOD, TENNESSEE,
                                  THIRD FLOOR]

                                       32

<PAGE>

                                   EXHIBIT "C"

                         [DIAGRAM OF PARKLANE BUILDING,
                              BRENTWOOD, TENNESSEE,
                                  SECOND FLOOR]

                                       33

<PAGE>

                                  EXHIBIT "C"

                         [DIAGRAM OF PARKLANE BUILDING,
                              BRENTWOOD, TENNESSEE,
                                  FIRST FLOOR]

                                       34

<PAGE>

                                   EXHIBIT "C"
                                   (CONTINUED)

                   PARKLANE BUILDING - SQUARE FOOTAGE SUMMARY

<TABLE>
<CAPTION>
Floor       Gross S.F.           Usable S.F.        Common S.F.
-----       -----------          -----------        -----------
<S>         <C>                  <C>                <C>
1                28,220               22,504              4,656
2                28,220               25,368              2,590
3                28,220               25,979              2,256
4                28,220               25,979              2,256
            -----------          -----------        -----------
TOTAL           112,880 GSF           99,830 USF         11,758 CSF
</TABLE>

99,830 USF + 11,758 CSF = 111,586 Net RSF

111,588 Net RSF (divided by) 99,830 USF = 1.1178

Common area loss factor:  Approximately 12%

Tenants share of Operating Expenses

           Building NSF = 111,588
           Tenant NRS =    29,096

                     29,096 / 112,880 = 26.07%

                                       35

<PAGE>

                                   EXHIBIT "D"
                             TO LEASE BY AND BETWEEN
                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                                AS LANDLORD, AND
                           AMERICAN HOMEPATIENT, INC.
                                    AS TENANT

                            AFTER HOURS HVAC CHARGES

Heating and Cooling                    $25.00 per hour of actual usage by Tenant

Ventilation Only                       $25.00 per hour of actual usage by Tenant

The above rates shall be fixed for the first seven (7) years of the term of this
Lease following the Commencement Date. Landlord reserves the right thereafter to
increase such rates as warranted by increases in utility or other costs of
providing such services so long as such increases do not exceed a five percent
(5%) per year compounded annually.

Tenant shall be billed in hourly increments for the actual run time of the
equipment necessary to condition the Leased Premises unless such equipment is
already operating, in which case, Tenant shall be billed only for the time of
Tenant's requested hours of use.

                                                          Initials:
                                                          Landlord: /s/ ________
                                                          Tenant:   /s/ ________
                                                          Date:     ____________

                                       36

<PAGE>

                              AMENDMENT #2 TO LEASE

      THIS AMENDMENT, entered into this 29th day of October, 1996, by and
between PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, as Lessor, and AMERICAN HOME
PATIENT, INC., a Tennessee corporation, as Lessee.

                                   WITNESSETH:

      WHEREAS, Lessor and Lessee entered into a certain Lease dated October 25,
1995 for the use of 29,096 square feet of rentable area on the first floor of
the Building located at 5200 Maryland Way in Brentwood, Tennessee known as The
Parklane Building, Maryland Farms and further identified as Suite 400; and

      WHEREAS, Lessor and Lessee amended said Lease with Amendment #1 dated
January 2, 1996 thereby adjusting occupancy date and extending the term; and

      WHEREAS, Lessor and Lessee wish to further amend said Lease by expanding
the Leases Premises.

      NOW, THEREFORE, in consideration of the Premises and other good and
valuable consideration, the receipt of which is hereby acknowledged, Lessor and
Lessee agree as follows:

      1.    Effective November 1, 1996, the total square footage of the Leased
            Premises pursuant to this Amendment #2 shall be increased by 2,166
            rentable square feet, known as Suite 206, to total 31,262 square
            feet of rentable area. The increased square footage is shown on
            Exhibit A attached hereto.

      2.    Lessee shall pay as fixed minimum rent for the Leases Premises
            according to the following schedule:

            November 1, 1996 - January 31, 2003; $39,077.50/mo; $468,930.00/yr.

      3.    Lessee shall take possession of the Leased Premises in "as-is"
            condition.

      4.    Effective November 1, 1996, Lessee's Proportionate Share of the
            Building for the purpose of determining Lessee's share of increases
            in Operating Expenses, shall increase from 26.07% to 28.52%.

All other terms and conditions of the Lease dated October 25, 1995, as amended
except as herein amended shall remain in full force and effect.

                                       37

<PAGE>

Entered into as of the date first written above.

LESSOR:                                       LESSEE:

PRINCIPAL MUTUAL LIFE
INSURANCE COMPANY                             AMERICAN HOME PATIENT, INC.

By:    /s/ __________________                 By:    /s/ __________________

Title: ______________________                 Title: ______________________

                                       38
</TEXT>
</DOCUMENT>
