Am#1 To The Master Equipment Lease Agreement

MASTER EQUIPMENT LEASE AGREEMENT INTENDED FOR SECURITY
AMENDMENT NO. 1


THIS MASTER EQUIPMENT LEASE AGREEMENT INTENDED FOR SECURITY AMENDMENT NO. 1, dated as of March 29, 1996, (the "Master Equipment Lease Amendment No. 1") is by and between:


MEDAPHIS CORPORATION, a Delaware corporation with its principal place of business located in Atlanta, Georgia (the "Lessee"); and


NATIONSBANC LEASING CORPORATION OF NORTH CAROLINA, a North Carolina corporation with its principal place of business located in Charlotte, North Carolina (the "Lessor").


RECITALS


A. The Lessee and Lessor entered into a Master Equipment Lease Agreement Intended for Security dated as of May 31, 1995, (the "Lease").


B. The Lessee and Lessor desire to amend certain provisions of the Lease as more specifically set forth hereinafter.


NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:


1. The sixth sentence of SECTION 1 of the Lease is hereby amended to read in its entirety as follows:


"The total Lessor's Cost of Equipment subject to this Lease shall not exceed $27,000,000.00 (the "Total Commitment"), and no Lease Commencement Date (as defined in paragraph 4 of a Lease Schedule) shall occur after October 31, 1996 (the "Final Commencement Date")."


2. The seventh sentence of SECTION 1 of the Lease is hereby deleted in its entirety.


3. The third sentence of SECTION 4 of the Lease is hereby amended to read in its entirety as ...