LEASE AGREEMENT FOR OFFICE FACILITIES

EXHIBIT 10.6

INDEX TO WINSTON ROAD PROPERTIES LEASE

TENANT: MED:ASSURE

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INDEX TO WINSTON ROAD PROPERTIES LEASE

TENANT: MED:ASSURE

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LEASE AGREEMENT

FOR

OFFICE FACILITIES

THIS LEASE is made this 27th day of August 1992, between William M. Thomas and Robert C. Eldridge, Jr., and Park Med Properties, d/b/a Winston Road Properties of Knoxville, Tennessee, herein called “Landlord,” whose address is:

1900 Winston Road

Suite 100

Knoxville, Tennessee 37919

and Med:Assure Systems of Knoxville, Tennessee, herein called “Tenant” whose address is:

1900 Winston Road

Suite 403

Knoxville, Tennessee 37919

1. PREMISES AND TERM

Landlord hereby leases to Tenant and Tenant hereby rents and leases from Landlord the following described space, herein called “Premises”:

located at the herein called “Building”:

The Premises being more particularly shown and outlined on the floor plan attached hereto as Exhibit “A” and made a part hereof, for a term to commence on the 1st day of October, 1992, and end at midnight on the 30th day of September 2002, such period being herein called “Term”.

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Unless either party gives written notice of intent not to renew to other not less than ninety (90) days prior to the expiration of the term, this lease will automatically renew for successive terms of one (1) year each.

2. RENTAL

(a) Tenant shall pay to Winston Road Properties or at other such place as Landlord may designate in writing, without demand, deduction or off-set, annual rental at the rate of $31,239.00 (herein, called “Base Rental”), payable in equal monthly installments of $2,603.25 in advance on the first day of each calendar month during the first twelve months of the lease term. Beginning the thirteenth month, the unadjusted (prior to annual percentage increase) annual Base Rent shall be $50,463.00, payable in equal monthly installments of $4,205.25 in advance on the first day of each calendar month during the balance of the lease term.

(b) Base Rent Adjustment. The monthly Base Rent shall be increased from time-to-time as mutually agreed upon by both tenant and landlord.

3. POSSESSION

Tenant will occupy Premises at the beginning of the term.

4. USE

Tenant shall use and occupy Premises as offices only. Tenant’s use of Premises shall not violate any ordinance, law, or regulation of any governmental body or the “Rules and Regulations” of Landlord herein provided for. Tenant agrees to conduct its business in the manner and according to the generally accepted business principles of the business or profession in which Tenant is engaged.

5. ACCEPTANCE OF PREMISES

The taking of possession of Premises by Tenant at commencement of Term shall be conclusive evidence as against Tenant that Tenant accepts the sane “as is” and that said Premises and the building were in good and satisfactory condition for the use intended at the time such possession was taken.

6. TENANT’S CARE

(a) Tenant will, at Tenant’s expense, take good care of Premises and the fixtures and appurtenances therein, and will suffer no active or permissive waste or injury thereof; and Tenant shall, at Tenant’s expense, but under the direction of Landlord, promptly repair any injury or damage to Premises or Building caused by the misuse or neglect thereof by Tenant, or by persons permitted on Premises by Tenant, or Tenant moving in or out of Premises.

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(b) Tenant will not, without Landlord’s written consent, make alterations, additions or improvements in or about Premises and will not do anything to or on the Premises which will increase the rate of fire insurance on the Building. All alterations, additions or improvements of a permanent nature made or installed by Tenant to the Premises shall become the property of Landlord at the expiration of this lease, but Landlord reserves the right to require Tenant to remove any improvements or additions made to the Premises by Tenant, and repair and restore Premises to their condition prior to such alteration, addition or improvement. Tenant further agrees to do so prior to the expiration of Term.

(c) No later than the last day of Term, Tenant will remove all Tenant’s personal property and repair all injury done by or in connection with installation or removal of said property and surrender Premises (together with all keys to Premises) in as good a condition as they were at the beginning of Term, reasonable wear and damage by fire, the elements or casualty excepted. All property of Tenant remaining on Premises after expiration of Term shall be deemed conclusively abandoned and may be removed by Landlord and Tenant shall reimburse Landlord for the cost of removing the same, subject however, to Landlord’s right to require Tenant to remove any improvements or additions made to Premises by Tenant pursuant to the preceding sub-paragraph (b).

(d) In doing any work related to the installation of Tenant’s furnishings, fixtures, or equipment in the Premises, Tenant will use only contractors or workmen approved by Landlord. Tenant shall promptly remove any lien for material or labor claimed against Premises, by such contractors or workmen if such claim should arise and hereby indemnifies and holds Landlord harmless from and against any and all costs, expenses or liabilities incurred by Landlord as a result of such liens.

(e) Tenant shall not place nor maintain any food or drink coin-operated or vending machine within Premises or Building without the written consent of Landlord; such consent shall not preclude Landlord from charging Tenant for utility costs therefor under Paragraph 7(b).

(f) Tenant agrees that all personal property brought into the Premises by Tenant, its employees, licensees and invitees shall be at the sole risk of Tenant and Landlord shall not be liable for theft thereof or of money deposited therein or for any damages thereto; such theft or damage being the sole responsibility of Tenant.

7. SERVICES

(a) Landlord shall furnish the following services at his expense:

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(b) The services provided for in Paragraph 7(a) herein, and the amount of the rental prescribed in Paragraphs 2(a) and 2(b) herein, are predicated on and are in anticipation of certain usage of the Premises by Tenant as follows:

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(c) Landlord shall not be liable for any damages directly or indirectly resulting from the installation, use or interruption of use of any equipment in connection with the furnishings of services by any cause beyond the immediate control of the Landlord, but Landlord shall exercise due care in furnishing adequate and uninterrupted services.

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8. DESTRUCTION OR DAMAGE TO PREMISES

If the Premises are totally destroyed (or so substantially damaged as to be untenantable) by storm, fire, earthquake, or other casualty, rent shall abate from the date of such damage or destruction and Landlord shall have 60 days to commence the restoration of the Premises to a tenantable condition. In the event the Landlord fails to complete such restoration within 120 days of such damage or destruction, this lease may be terminated as of the date of such damage or destruction upon written notice from either party to the other given not more than 10 days following the expiration of said 120 days period. In the event such notice is not given, then this lease shall remain in force and effect and rent shall commence upon delivery of the Premises to Tenant in a tenantable condition. In the event such damage or destruction occurs within one year from the expiration of the term of this lease, Tenant may, at its option or written notice to Landlord within thirty days of such destruction or damage, terminate this lease as of the date of such destruction or damage.

(a) If Premises are damaged but not rendered wholly untenantable by any of the events set forth in the paragraph above, rental shall abate in such proportion as Premises have been damaged and Landlord shall restore Premises as speedily as practicable whereupon full rent shall commence.

(b) In no event shall rent abate if the damage or destruction of the Premises whether total or partial, is the result of the negligence of Tenant, its agents, or employees.

9. DEFAULT BY TENANT - LANDLORD’S REMEDIES

(a) If Tenant defaults for 30 days after written notice, therein paying any and all rentals or additional rentals reserved herein; or if Tenant defaults for 30 days after written notice thereof in performing any other of his obligations hereunder; or if tenant is adjudicated a bankrupt, or if a permanent receiver is appointed for Tenant’s property, including Tenant’s interest in Premises, and such receiver is not removed within 60 days after written notice from Landlord to Tenant to obtain such removal, or if, whether voluntarily or involuntarily, Tenant takes advantage of any debtor relief proceedings under any present or future law, whereby the rent or any part thereof deferred, or if Tenant makes an assignment for benefits of Creditors; or if Premises or Tenant’s effects or interest therein should be levied upon or attached under process against Tenant, not satisfied or dissolved within 30 days after written notice from Landlord to Tenant to obtain satisfaction thereof, or if Premises shall be abandoned by tenant or become vacant during the term hereof, then and in any of said events, Landlord at its option may at once, or within 6 months thereafter (but only during continuance of such default or condition) terminate this lease by written notice to Tenant, whereupon this lease shall end. After authorized assignment or subletting, the occurring of any of the foregoing defaults or events shall affect this lease only if caused by or happened to the assignee or sublessee. Upon such termination by Landlord, Tenant must at once surrender possession of Premises to Landlord and remove all of Tenant’s effects therefrom, and Landlord may forthwith re-enter the Premises and

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repossess itself thereof, and remove all persons and effects therefrom, using such force as may be necessary without being guilty or trespass, forcible entry or detainer or other tort.

(b) Any installment of rent, additional rent, or other sums herein required to be paid by Tenant which is not paid when due, shall bear interest at the maximum legal rate permissible in the State of Tennessee from the due date until paid, as a late charge for the purpose of reimbursing Landlord for expenses incurred by reason of such failure by Tenant and not as penalty therefor.

(c) Landlord, as Tenant’s agent, without termination of this lease, upon Tenant’s default or breach of this Agreement, as set forth in subparagraph (a) above, may at Landlord’s option, evidenced by written notice to Tenant, terminate Tenant’s right to possession and enter upon and rent Premises at the best price obtainable by reasonable effort, without advertisement, and by private negotiations and for any term Landlord deems proper. Tenant shall, upon receipt of such notice, surrender possession of Premises to Landlord and remove all of Tenant’s effects therefrom, and Landlord may forthwith re-enter the Premises and repossess itself thereof, and remove all persons and effects therefrom, using such force as may be necessary without being guilty of trespass, forcible entry or detainer or other tort. Tenant shall be liable to Landlord for the deficiency, if any, between the amount of all rent and additional rent reserved in this lease and the net rent, if any, collected by Landlord in reletting Premises, which deficiency shall be due and payable by Tenant on the several days n which rent and additional rent reserved in the lease would have been due and payable. Net rent shall be computed by deducting from gross rents collected all expenses or costs of whatsoever nature incurred by Landlord in reletting including, but not limited to attorneys’ fees, brokers’ commissions and the cost of renovating or remodeling Premises.

(d) No termination of this lease prior to the normal ending thereof by lapse of time or otherwise shall affect Tenant’s obligation to pay and Landlords right to collect the entire rent and additional rent reserved in this lease.

(e) In the event Landlord elects to terminate this lease as hereinabove provided, Landlord may, in addition to any other remedies it may have, recover from Tenant all damages Landlord may incur by reason of such default, including the cost of recovering Premises, reasonable attorneys’ fees and including the worth at the time of such termination of the excess, if any, of the amount of rent and additional rent reserved in this lease for the remainder of the Term over the then reasonable rental value of the Premises for the remainder of the Term, all of which amounts shall be immediately due and payable from Tenant to Landlord.

(f) Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any