WITNESSETH

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                                                                   EXHIBIT 10.45


                 FIRST AMENDMENT TO EMPLOYMENT LETTER AGREEMENT

     This First Amendment to Employment Letter Agreement (the "Amendment") is
effective as of April 24, 1998, by and between IMNET Systems, Inc., a Delaware
corporation (the "Company") and XXXX X. XXXXXX, a Georgia resident ("Xxxxxx").

                                   WITNESSETH

     WHEREAS, the Company and Xxxxxx entered into that certain Employment Letter
Agreement, dated May 22, 1992 (the "Employment Agreement"); and

     WHEREAS, the Company and Xxxxxx desire to amend the Employment Agreement.

     NOW, THEREFORE, for and in consideration of the premises hereof and the
mutual covenants contained herein and in the Employment Agreement, the parties
hereto do hereby covenant and agree that Xxxxxx' employment with the Company
shall continue under the terms and provisions of the Employment Agreement as
supplemented and amended by the terms hereof, as follows:

     1.   The current Base Salary of Xxxxxx, subject to future adjustment as
provided in the Employment Agreement, shall be $200,000.

     2.   The first two sentences of Section 7(c) of the Employment Agreement
shall be deleted in their entirety and replaced with the following:

          "In the event that (A) your employment is terminated by the Company
for any reason other than Cause (as such term is defined below), or (B) Xxxxxxx
Xxxxxx'x employment with the Company is terminated for any reason and you elect
to terminate your employment within 30 days of the effective date thereof, you
will receive 12 months severance pay at the monthly rate of your then current
base salary (paid on a bi-monthly basis over the 12 month period) plus you will
be reimbursed for reasonable costs and expenses incurred by you in relocated
your household goods back to Virginia if you choose to do so. Notwithstanding
the foregoing, the obligations of the Company with respect to severance under
this paragraph 7 shall expire on the date that you commence full-time employment
with a subsequent employer, if such commencement date occurs within 12 months of
the effective date of your termination pursuant to this subparagraph 7(c)."

     3.   Except as provided herein, the Employment Agreement is not superseded
hereby but remains in full force and effect.


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     IN WITNESS WHEREOF, the undersigned have duly executed this First Amendment
to Employment Letter Agreement as of the date first written above.


     COMPANY:                                     XXXXXX:

     IMNET SYSTEMS, INC.

     By:
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                                                  Xxxx Xxxxxx
     Its:
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