EXHIBIT 99.3

                                      PROXY

                                TOTAL eMED, INC.
                        Special Meeting, May 10, 2000

                      PROXY SOLICITED BY BOARD OF DIRECTORS

PLEASE SIGN AND RETURN THIS PROXY

The undersigned hereby appoints Richard R. Rehm, Ted S. MacDonald, and Kelly
Gill, and each of them, proxies with power of substitution to vote on behalf
of the undersigned all shares that the undersigned may be entitled to vote at
the special meeting of shareholders of Total eMed, Inc. ("Total eMed") on
May 10, 2000 and any adjournments thereof, with all powers that the
undersigned would possess if personally present, with respect to the
following:

1.   A proposal to approve the Agreement of Reorganization and Merger, dated as
     of February 21, 2000, among MedicaLogic, Inc., Total eMed, Inc. and AQ
     Merger Corp.

           / / FOR          / / AGAINST          / / ABSTAIN

2.   Transaction of any business that properly comes before the meeting and any
     adjournments thereof.

A majority of the proxies or substitutes at the meeting may exercise all the
powers granted hereby.

                 (CONTINUED AND TO BE SIGNED ON THE OTHER SIDE.)



The shares represented by this proxy will be voted as specified on the reverse
hereof, but if no specification is made, this proxy will be voted for approval
of the MedicaLogic/Total eMed merger. THE PROXIES MAY VOTE IN THEIR DISCRETION
AS TO OTHER MATTERS THAT MAY COME BEFORE THIS MEETING.

                                  Shares:

                                  Date:__________________________________, 2000

                                  _____________________________________________
P                                         Signature or Signatures
R
0                                 Please date and sign as name is imprinted
X                                 hereon, including designation as executor,
Y                                 trustee, etc., if applicable. A corporation
                                  must sign its name by the president or other
                                  authorized officer.

                                  The Special Meeting of Shareholders of
                                  Total eMed, Inc. will be held on May 10
                                  at 10 a.m., Central Daylight Time, at
                                  5301 Virginia Way, Suite 250, Brentwood,
                                  Tennessee 37027

PLEASE NOTE: ANY SHARES OF STOCK OF TOTAL EMED HELD IN THE NAME OF FIDUCIARIES,
CUSTODIANS OR BROKERAGE HOUSES FOR THE BENEFIT OF THEIR CLIENTS MAY ONLY BE
VOTED BY THE FIDUCIARY, CUSTODIAN OR BROKERAGE HOUSE ITSELF--THE BENEFICIAL
OWNER MAY NOT DIRECTLY VOTE OR APPOINT A PROXY TO VOTE THE SHARES AND MUST
INSTRUCT THE PERSON OR ENTITY IN WHOSE NAME THE SHARES ARE HELD HOW TO VOTE THE
SHARES HELD FOR THE BENEFICIAL OWNER. THEREFORE, IF ANY SHARES OF STOCK OF TOTAL
EMED ARE HELD IN "STREET NAME" BY A BROKERAGE HOUSE, ONLY THE BROKERAGE HOUSE,
AT THE INSTRUCTIONS OF ITS CLIENT, MAY VOTE OR APPOINT A PROXY TO VOTE THE
SHARES.