TAX SHARING AGREEMENT

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                                                                   Exhibit 10.21

                              TAX SHARING AGREEMENT

     THIS AGREEMENT (this "Agreement") made and entered into as of November 5,
2004, by and among Spheris Holding III, Inc., a Delaware corporation ("Holding
III"), Spheris Holding II, Inc., a Delaware corporation and direct wholly owned
subsidiary of Holding III ("Holding II"), MTS Group Holdings, Inc,, a Delaware
corporation and direct wholly owned subsidiary of Holding II ("MTS"), Spheris
Holding, Inc., a Delaware corporation and direct wholly owned subsidiary of MTS
("Spheris Holding"), Spheris Inc., a Delaware corporation and direct wholly
owned subsidiary of Spheris Holding ("Spheris"), and such direct and indirect
subsidiaries of Holding III that are listed on Exhibit A hereto from time to
time (collectively with Holding II and Spheris, the "Subsidiaries" and each
individually, a "Subsidiary"),

                                   WITNESSETH:

     WHEREAS, Holding III and each of the Subsidiaries qualifies as an
"includible corporation" within the meaning of Section 1504(b) of the Internal
Revenue Code of 1986, as amended (the "Code");

     WHEREAS, the affiliated group of corporations, consisting of Holding III,
as the common parent, and each of the Subsidiaries (the "Spheris Group"),
qualifies as an "affiliated group" within the meaning of Section 1504(a) of the
Code; and

     WHEREAS, the Spheris Group desires to take advantage of the tax savings
that may result from the filing of U.S. federal income tax returns on a
consolidated basis, in accordance with Sections 1501 et seq. of the Code and the
Treasury Regulations promulgated thereunder.

     NOW, THEREFORE, in consideration of the covenants, agreements, terms and
conditions contained herein, and for other good, valid and binding
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

     SECTION 1. Defined Terms. As used in this Agreement, the following terms
shall have the following meanings.

          "Code" shall have the meaning set forth in the recitals of this
     Agreement.

          "Fiscal Year" shall mean the annual accounting period of Holding III
     and any other Member.

          "Holding II" shall have the meaning set forth in the heading of this
     Agreement. "Holding III" shall have the meaning set forth in the heading of
     this Agreement.

          "Interim Payments" shall have the meaning set forth in Section 3(b) of
     this Agreement.

          "Member" shall mean a member (as defined in Treasury Regulations
     Section 1.1502-1(b)) of the Spheris Group.


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           "MTS" shall have the meaning set forth in the heading of this
     Agreement.

          "Separate Return Liability" shall mean, with respect to any Subsidiary
     for any Fiscal Year, the U.S. federal income taxes (including any minimum
     tax or alternative minimum tax) that would be payable by such Subsidiary to
     the U.S. Treasury had the Subsidiary filed a separate income tax return for
     that Fiscal Year based on the Subsidiary's Separate Taxable Income for that
     Fiscal Year.

           "Separate Taxable Income" shall mean, with respect to any Subsidiary
     for any Fiscal Year, the income, gains, losses, deductions and credits of
     such Subsidiary for that Fiscal Year calculated as follows: (i) any
     dividends received by one Member from another Member will be assumed to
     qualify for the 100% dividends received deduction of Section 243 of the
     Code or shall otherwise be eliminated from such calculation; (ii) gain or
     loss on intercompany transactions, whether or not deferred, shall be
     treated by each Member in the manner required by Treasury Regulations
     Section 1.1502-13; (iii) limitations on the calculation of a deduction or
     the utilization of tax credits or the calculation of a tax liability shall
      be made on a consolidated basis; (iv) only net operating losses and credits
     of a Subsidiary generated after the date hereof shall be treated as
     available to such Subsidiary in determining such Subsidiary's Separate
     Taxable Income, and shall not be reduced even if such net operating losses
     or credits are used in determining the consolidated taxable income of the
     Spheris Group, instead, such net operating losses and credits shall be
     reduced only if, when and to the extent used in determining the Separate
     Taxable Income of the Subsidiary; and (v) elections relating to tax credits
     and tax computations that differ from the consolidated treatment if
     separate returns were filed shall be made on an annual basis by Holding
     III.

          "Spheris" shall have the meaning set forth in the heading of this
     Agreement.

          "Spheris Group" shall have the meaning set forth in the recitals of
     this Agreement.

          "Spheris Holding" shall have the meaning set forth in the heading of
     this Agreement.

          "Subsidiary" and "Subsidiaries" shall have the meanings set forth in
     the heading of this Agreement.

     SECTION 2. Consent to Filing of Consolidated Return.

     (a) (a) Holding III shall file a consolidated U.S. federal income tax
return, and pay to the U.S. Treasury any taxes due thereon, on behalf of the
Spheris Group for the taxable year ending December 31, 2004, and for each
subsequent taxable period for which this Agreement is in effect and for which
the Spheris Group is required or permitted to file a consolidated tax return.
Each Subsidiary shall execute and file such consents, elections and other
documents that may be required or appropriate for the proper filing of such
returns.


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     (b) Each corporation that, subsequent to the date of this Agreement,
becomes a Member shall be added to the list of Subsidiaries contained in Exhibit
A hereto. Spheris (or the applicable Member that is the direct parent
corporation of such Subsidiary) shall cause each of the Subsidiaries listed on
Exhibit A hereto, as amended from time to time, to become a party hereto by
executing this Agreement in counterpart.

     SECTION 3. Tax Payments.

     (a) Each Subsidiary shall make payments to Holding III with respect to each
Fiscal Yea