PATLEX HOLDINGS INC, S-3, 1997-04-04

PATLEX HOLDINGS INC
S-3, 1997-04-04
PATENT OWNERS & LESSORS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1997
REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

DBT ONLINE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
PENNSYLVANIA 6794 85-0439411
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NO.) IDENTIFICATION NO.)
</TABLE>

------------------------

5550 WEST FLAMINGO ROAD, SUITE B-5
LAS VEGAS, NV 89103
(702) 257-1112
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

FRANK BORMAN
CHAIRMAN OF THE BOARD
5550 WEST FLAMINGO ROAD, SUITE B-5
LAS VEGAS, NV 89103
(702) 257-1112
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------

Copies of all communications to:

<TABLE>
<S> <C> <C>
JAMES W. MCKENZIE, JR. TIMOTHY M. LEONARD MORTON A. PIERCE
MORGAN, LEWIS & BOCKIUS LLP DATABASE TECHNOLOGIES, INC. DEWEY BALLANTINE
2000 ONE LOGAN SQUARE 100 E. SAMPLE ROAD, SUITE 200 1301 AVENUE OF THE AMERICAS
PHILADELPHIA, PA 19103-6993 POMPANO BEACH, FL 33064 NEW YORK, NY 10019-6092
(215) 963-5000 (954) 781-5221 (212) 259-8000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value..... 1,886,000 $42.00 $79,212,000 $24,004
================================================================================================================
</TABLE>

(1) Includes 246,000 shares which the Underwriters will have the option to
purchase to cover over-allotments, if any.

(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(A), MAY DETERMINE.

================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES
AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE
IN WHICH SUCH OFFER SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED APRIL 4, 1997

1,640,000 Shares

(DBT ONLINE LOGO)

Common Stock
($.10 par value)
------------------
Of the shares of Common Stock (the "Common Stock") of DBT Online, Inc. (the
"Company") offered hereby (the "Offering"), 1,000,000 shares are being sold by
the Company and 640,000 shares are being sold by the Selling Shareholders named
herein under "Principal and Selling Shareholders."

The Common Stock is traded on the Nasdaq National Market under the symbol
"DBTO." On April 2, 1997, the closing price of the Common Stock, as reported by
the Nasdaq National Market, was $42.00 per share. See "Price Range of Common
Stock."

FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH
AN INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS" BEGINNING ON PAGE 8.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
Underwriting Proceeds to
Price to Discounts and Proceeds to Selling
Public Commissions Company(1) Shareholders
----------- ----------------- ----------- ------------
<S> <C> <C> <C> <C>
Per Share........................... $ $ $ $
Total (2)........................... $ $ $ $
</TABLE>

(1) Before deduction of expenses payable by the Company estimated at $550,000.

(2) The Selling Shareholders have granted the Underwriters an option,
exercisable for 30 days from the date of this Prospectus, to purchase a
maximum of 246,000 additional shares of Common Stock to cover
over-allotments of shares. If the option is exercised in full, the total
Price to Public will be $ , Underwriting Discounts and Commissions
will be $ , and Proceeds to Selling Shareholders will be
$ .

The shares of Common Stock are offered by the several Underwriters when, as
and if delivered to and accepted by the Underwriters and subject to their right
to reject orders in whole or in part. It is expected that the shares of Common
Stock will be ready for delivery on or about , 1997, against
payment in immediately available funds.

CREDIT SUISSE FIRST BOSTON INVEMED ASSOCIATES, INC.

Prospectus dated , 1997.
<PAGE> 3

------------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK OFFERED
HEREBY, INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS, SHORT COVERING
TRANSACTIONS AND PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."

2
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements and Notes thereto
appearing elsewhere in this Prospectus. Unless otherwise indicated, all
information in this Prospectus assumes no exercise of the Underwriters'
over-allotment option. Unless the context otherwise requires, all references to
the "Company" (i) for periods prior to August 20, 1996 refer to Database
Technologies, Inc., a Florida corporation, and (ii) for periods subsequent to
August 20, 1996 refer to DBT Online, Inc., a Pennsylvania corporation, and its
subsidiaries. Prospective investors should consider carefully, among other
things, the information set forth under "Risk Factors." This Prospectus contains
forward-looking statements that address, among other things, acquisition and
expansion strategy, product development, use of proceeds, projected capital
expenditures, liquidity and possible effects of changes in government
regulation. These statements may be found under "Prospectus Summary," "Risk
Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business" as well as in the Prospectus
generally. Actual events or results may differ materially from those discussed
in forward-looking statements as a result of various factors, including without
limitation those discussed in "Risk Factors" and matters set forth in the
Prospectus generally.

THE COMPANY

The Company is a holding company which operates its business through two
wholly-owned subsidiaries, Database Technologies, Inc. ("DBT") and Patlex
Corporation ("Patlex"). DBT is an on-line provider of integrated database
services. Patlex is engaged in the exploitation and enforcement of two laser
patents. The Company intends to continue to grow DBT's business utilizing the
net proceeds received by the Company from the Offering.

OVERVIEW OF DBT

DBT is an on-line provider of integrated database services and related
reports primarily to law enforcement and other governmental agencies, law firms,
insurance companies and licensed investigation companies. DBT develops
proprietary software which contains unique algorithms and utilizes advanced
microprocessor-based technology to locate, cross-reference and retrieve records
from multiple data sources. DBT limits access to its computer system to approved
customers who may access DBT's services via their desktop computers and generate
reports which are delivered in an organized, comprehensive and easy-to-read
format. To generate the reports, DBT's computers simultaneously access thousands
of data sources containing billions of public records as if they were part of a
single database. The Company believes that the large number of databases to
which DBT has access and the ability of its computer system to identify,
cross-reference and cross-check relevant data in a timely and cost-effective
manner differentiate DBT from its competitors.

DBT was established in February 1992 and has grown rapidly since its system
first went on-line in January 1993. For the year ended December 31, 1996, DBT's
revenues were $16,321,300, an increase of 102%, and system utilization was
approximately 11.5 million minutes, an increase of 98%, by comparison to the
previous year. As of December 31, 1996, DBT had approximately 6,600 active
customers, an increase of 113% by comparison to December 31, 1995.

DBT'S COMPUTER SYSTEM DESIGN

DBT's computer system is based upon a linear architecture which uses a
proprietary operating system to link multiple microprocessors. DBT internally
designs and develops software which utilizes unique algorithms to perform
thousands of complex calculations in the compilation of its comprehensive
reports. In addition, DBT designs and constructs a significant portion of its
system hardware to meet its demanding technological specifications. The Company
believes DBT's operating system is distinguished from the systems of other
on-line providers by virtue of the following characteristics:
3
<PAGE> 5

- - Microprocessor-based server design -- DBT has developed and uses a
microprocessor-based computer system which the Company believes is more
economical to construct, expand and upgrade than mainframe systems. In
addition, DBT's operating system is fault tolerant in real time which prevents
service interruptions during customer usage.

- - Cross-referencing capability -- DBT's computer system utilizes a multi-tiered
client server methodology to interface with multiple file types and processor
resources. The unique algorithms developed by DBT allow the system to link
dissimilar categories of data through intelligent indexing.

- - Data storage capacity and update capability -- The Company believes the design
of DBT's operating system provides the capability to process data files of any
size. DBT's system currently has approximately 9.0 terabytes (each terabyte is
equal to 1,024 gigabytes) of storage capacity, of which over 7.0 terabytes are
currently utilized. DBT refreshes current data as often as updated data
becomes available, including, in some instances, multiple times daily.

- - Retrieval speed -- The system's linear architecture and distributed processing
design allows DBT to distribute workload across the system infrastructure to
utilize idle microprocessors, thereby enabling the system to perform searches,
cross references and data validity checks rapidly.

- - Reporting capabilities -- DBT's computer system efficiently compiles and
presents retrieved information in a logical and easy-to-read format which
prioritizes relevant and possibly related information and eliminates
duplicative data.

DBT'S PRODUCTS, CUSTOMERS AND PRICING

DBT currently offers its customers three primary products, each of which
utilizes DBT's advanced search and cross-referencing capabilities.

AutoTrack Plus+, DBT's premier product, provides access to billions of
national, state and county public records. Depending upon the state in which the
subject of the search is located, the information available includes current and
past addresses, telephone numbers, possible associates and neighbors, as well as
professional licenses, driving histories, business profile reports, real estate,
vehicles and other assets. Users are able to undertake a detailed search of all
relevant data based upon a limited amount of information. For example, a search
can be based upon only a first name and a birth date, or solely upon an address.

AutoTrack Jr. is a more economical means of accessing DBT's databases for
users with less extensive search needs. This product, which is primarily used to
access Florida public records, has a reduced on-line rate for customers with
specific data needs and limits the number of different databases which are
cross-referenced.

DataCase, which was introduced in December 1996, is an on-line system
providing users access to New York Unified Court System ("NYUCS") information.
The information available includes New York Supreme Court civil docket
information for 13 counties and judgment, docket and lien information for the
New York City boroughs. The NYUCS selected DBT to develop DataCase after a
competitive bidding process.

DBT has established procedures designed to restrict access to its system
and certain products to qualified individuals. Potential customers are screened
by DBT prior to being given access to AutoTrack Plus+ or AutoTrack Jr. The
screening process generally consists of a review of professional licenses,
corporation and business status, credit reports, references and other relevant
information and credentials.

Customers access DBT's system by calling a toll-free number by modem from
their computers. In general, DBT charges a per minute connection fee which
currently ranges from $.50 per minute to $1.50 per minute depending on the
product being accessed and the customer category. DBT also offers customers the
opportunity to access certain reports for a fixed fee. DBT does not currently
charge an installation or minimum monthly fee. Based on the system's retrieval
speed and DBT's current price structure, the Company believes DBT is an
economical source of on-line data.
4
<PAGE> 6

DBT'S GROWTH STRATEGY

The Company's objective is to position DBT as a primary data retrieval
source for publicly-available information and as a value-added outsourcing
partner for specialized data search, compilation and reporting. DBT has
identified a number of opportunities to leverage its system capabilities and
data access which the Company believes, if successfully implemented, will result
in increased revenues. DBT proposes to pursue these objectives through the
following initiatives:

- - Expand customer base -- DBT has traditionally relied upon customer referrals,
limited advertising and presentations at trade shows to promote its products.
The Company believes that it can substantially expand DBT's customer base by
instituting a number of targeted sales and marketing initiatives, including
hiring professional marketing personnel and a direct sales force. In addition,
the Company believes that an increased focus on corporate customers and the
offering of information tailored to their needs will increase demand for DBT's
products.

- - Improve system accessibility and utilization -- DBT is currently developing,
and expects to introduce during 1997, an intranet HTML-based delivery method
as an alternative to its DOS-based delivery method. This new delivery method
will allow customers to utilize the on-screen "point and click" method to more
easily access information and to quickly and efficiently expand searches. The
Company believes this delivery method will increase both the number of
customers able to access DBT's services and system utilization by existing
customers. In addition, DBT plans to direct its sales and customer service
staff to educate customers about additional product applications.

- - Enhance the scope and timeliness of data -- The Company believes that
increasing the amount and type of data to which DBT provides access will
enhance the value of DBT's services. DBT continually adds to its significant
volume of national, state and county data. The Company intends to take
advantage of the flexibility of its computer system design by further
increasing the size and scope of its databases.

- - Pursue selected outsourcing and data warehousing opportunities -- The Company
believes that DBT is well positioned to leverage its systems and data search
and compilation competencies to selectively pursue outsourcing and data
warehousing contracts. For example, the Company is currently seeking
opportunities to provide certain governmental agencies with customized data
search, compilation and reporting services.

- - Target new products to customer needs -- The Company will continue to develop
products specifically designed for new or related customer needs. For example,
DBT is currently developing AutoCase which will utilize information available
through DataCase to monitor NYUCS cases previously selected by the customer
and automatically deliver on-line relevant new information on these cases when
the customer logs onto DataCase.

OVERVIEW OF PATLEX

Patlex has been engaged in the exploitation and enforcement of laser
patents since 1979. Patlex's revenues are solely derived from its 64% interest
in the royalty income from, and a 42.86% ownership interest in, two patents, the
Gas Discharge Laser Patent and the Brewster Angle Window Patent, which relate to
basic technology used in certain types of commonly used lasers and certain uses
of laser technology (the "Laser Patents"). The Gas Discharge Laser Patent, which
currently accounts for substantially all of Patlex's revenues, expires in 2004
and the Brewster Angle Window Patent expires in 2005. Upon the expiration of the
Laser Patents, Patlex will no longer receive royalty income.

1996 REORGANIZATION

On August 20, 1996, the Company was reorganized into its current structure.
At that time, shareholders of Patlex and DBT approved transactions pursuant to
which the Company was incorporated as a holding company and Patlex and DBT
became wholly-owned subsidiaries of the Company (the "Reorganization"). The
Company is the successor registrant to Patlex.

PRINCIPAL EXECUTIVE OFFICES

The Company's principal executive office is located at 5550 W. Flamingo
Road, Suite B-5, Las Vegas, Nevada 89103, and its telephone number is (702)
257-1112.
5
<PAGE> 7

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by:
The Company........................................ 1,000,000 shares
The Selling Shareholders........................... 640,000 shares
----------
Total........................................... 1,640,000 shares
==========
Common Stock to be outstanding after the Offering.... 8,750,818 shares(1)
Use of Proceeds...................................... For working capital and general corporate
purposes, including investment in property and
equipment. The Company will not receive any
proceeds from the sale of the Common Stock by
the Selling Shareholders. See "Use of
Proceeds."
Nasdaq National Market symbol........................ DBTO
</TABLE>

- ---------------
(1) Excludes 959,633 shares issuable upon the exercise of options outstanding as
of March 31, 1997, including options to acquire 85,000 shares which are
subject to shareholder approval. See "Management -- Executive Compensation"
and "-- Stock Option Plan."
6
<PAGE> 8

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
PRO FORMA
1994(1) 1995(2) 1996(3) 1996(4)
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues and patent royalties
DBT revenues............................ $2,751,100 $ 8,076,300 $16,321,300 $16,321,300
Patlex patent royalties................. 2,382,000 7,696,000
---------- ----------- ----------- -----------
Total........................... 2,751,100 8,076,300 18,703,300 24,017,300
Gross profit
DBT..................................... 1,894,900 4,704,000 7,947,000 7,947,000
Patlex.................................. 1,760,000 5,748,500
---------- ----------- ----------- -----------
Total........................... 1,894,900 4,704,000 9,707,000 13,695,500
Income (loss) from operations
DBT..................................... 445,200 (906,900) 194,700 331,000
Patlex.................................. 1,341,000 4,092,500
Corporate............................... (626,200) (626,200)
---------- ----------- ----------- -----------
Total........................... 445,200 (906,900) 909,500 3,797,300

Income (loss) before income taxes......... 429,800 (983,000) 750,400 4,036,600

Net income (loss)......................... 429,800 (1,191,700) 519,400 2,688,200

Net income (loss) per common share........ $ 0.11 $ (0.27) $ 0.08 $ 0.34

Weighted average shares outstanding....... 3,937,600 4,417,800 6,177,300 8,012,000

OPERATING AND FINANCIAL DATA:
DBT EBITDA(5)............................. $ 690,000 $ 35,000 $ 2,582,900
DBT on-line minutes(6).................... 1,895,700 5,846,400 11,473,200
DBT active customers(7)................... 1,000 3,100 6,600
DBT employees(8).......................... 31 78 117
DBT capital expenditures.................. $ 961,200 $ 3,115,600 $ 5,277,400
Patlex EBITDA(5).......................... $ 1,969,300
</TABLE>

<TABLE>
<CAPTION>
AT DECEMBER 31, 1996
-----------------------------
PRO FORMA
ACTUAL AS ADJUSTED(9)
----------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 6,965,600 $42,494,300
Total assets................................................ 29,556,000 65,084,700
Total debt.................................................. 2,981,300 0
Stockholders' equity........................................ 18,230,500 56,740,500
</TABLE>

- ---------------
(1) There was no income tax provision in 1994 due to the Company's S Corporation
status.

(2) The Company's results for 1995 were adversely impacted by a loss of
$1,660,100 relating to the Company's acquisition and disposition of
International Research Bureau, Inc. ("IRB") in 1995. On July 1, 1995, the
Company terminated its S Corporation election and established a deferred tax
liability of $155,200. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

(3) The 1996 Statement of Operations Data includes the results of Patlex from
August 20, 1996 through December 31, 1996.

(4) The pro forma Statement of Operations Data includes the operations of Patlex
as if the Reorganization had occurred on January 1, 1996.

(5) EBITDA represents earnings before interest and financial charges, income
taxes, depreciation and amortization. The Company has included information
concerning EBITDA (which is not a measure of financial performance under
generally accepted accounting principles) because it understands that it is
used by certain investors as one measure of an issuer's financial
performance. EBITDA should not be construed as an alternative to operating
income (as determined in accordance with generally accepted accounting
principles) as an indicator of the Company's performance or cash flows from
operating activities (as determined in accordance with generally accepted
accounting principles) or as a measure of liquidity.

(6) DBT on-line minutes means the approximate number of minutes that customers
utilized DBT's system for the period presented.

(7) DBT active customers means the approximate number of customers who utilized
DBT's system in the last month in the period presented.

(8) DBT employees means the number of full-time employees as of December 31, for
the period presented.

(9) Pro forma to reflect the repayment of the Company's outstanding debt that
occurred subsequent to year-end and as adjusted to reflect the sale by the
Company of 1,000,000 shares of Common Stock offered hereby.
7
<PAGE> 9

RISK FACTORS

The following risk factors, as well as the other information contained in
this Prospectus, should be considered carefully before purchasing the Common
Stock offered hereby. This Prospectus contains forward-looking statements that
involve risks and uncertainties. See "Prospectus Summary." Actual events or
results may differ materially from those discussed in forward-looking statements
as a result of various factors, including, but not limited to, those discussed
below.

LIMITED OPERATING HISTORY; MANAGEMENT OF GROWTH

DBT was established in February 1992. Accordingly, DBT has only a limited
operating history upon which an evaluation of the Company's prospects can be
made. Such prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in an early stage of
development, particularly companies in evolving markets. To address these risks,
the Company must, among other things, respond to competitive developments,
continue to attract, retain and motivate qualified persons, expand its
management and employee bases, continue to upgrade its computer system and
successfully market its products and services. There can be no assurance that
the Company will be able to sustain profitability or a positive cash flow from
its operations. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

DBT has experienced rapid growth over the last three years. DBT's growth is
expected to continue to place a significant strain on the Company's managerial,
operational and financial resources. To manage this growth, the Company must
continue to implement and improve its operational and financial systems and to
attract, train and manage a growing number of employees. Although the Company
believes that it has made adequate allowances for the costs and risks associated
with this expansion, there can be no assurance that DBT's systems, procedures
and controls will be adequate to support DBT's current or future operations. The
Company's future operating results will also depend on its ability to expand its
sales and marketing organization, penetrate different and broader markets and
expand its support organization commensurate with the increasing base of its
product offerings. The failure by the Company to manage its growth effectively
could have a material adverse effect on the financial condition or results of
operations of the Company.

In addition, demand on DBT's network infrastructure, technical staff and
resources has increased with the amount of data contained in DBT's databases and
its expanding customer base. There can be no assurance that DBT's data storage
capacity and cross-referencing capability will continue to be adequate to
facilitate DBT's growth. Likewise, there can be no assurance that DBT will be
able to establish customer accounts or provide customer or technical support on
a timely basis, or that any delays will not result in a loss of customers. Any
failure on the part of DBT to retain or expand its data storage capacity, to
adjust its software to support larger volumes of data or to provide adequate
customer and technical support services could have a material adverse effect on
the financial condition or results of operations of the Company.

DEPENDENCE ON AND ABILITY TO PROTECT PROPRIETARY TECHNOLOGY

The Company believes that its success is dependent in part on its
technology, including its proprietary operating system and software. In addition
to relying on trade secrecy laws, it is the Company's policy to require all
employees to execute confidentiality and non-compete agreements upon the
commencement of their relationships with the Company. There can be no assurance
that such measures are or will be adequate to protect the Company's proprietary
technology. In addition, the Company's President, Chief Executive Officer and
principal shareholder, who led the development of DBT's software and hardware
platforms, is not currently subject to such an agreement. Further, there can be
no assurance that the Company's competitors or potential competitors will not
independently develop technologies that are substantially equivalent or superior
to the Company's technology. See "Business -- DBT -- Computer System Design."

EFFECTS OF TECHNOLOGICAL CHANGES

The market for on-line database services is characterized by changing
technology and evolving industry standards. The Company's future success will
depend upon its ability to continue to enhance DBT's system and products, to add
databases and to introduce new services and products that anticipate and address
technological

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<PAGE> 10

and market developments. While DBT has been successful in this regard in the
past, there can be no assurance that the Company will be successful in such
efforts in the future. Any failure on the part of the Company to develop and
introduce new products and product enhancements in a timely manner in response
to changing market conditions or customer requirements could have a material
adverse effect on the financial condition or results of operations of the
Company.

IMPACT OF GOVERNMENT REGULATION OF ACCESS TO RECORDS; CLAIMS ARISING FROM USE OF
INFORMATION

At the present time, a significant amount of data is provided to DBT in
accordance with public record laws, which vary from state to state. There can be
no assurance that the availability of such data will not become subject to
greater regulation in the future, including federal or state legislation
designed to protect the public from the misutilization of personal information
in the marketplace. For example, the federal Driver's Privacy Protection Act of
1994, 18 U.S.C. sec. 2721 (the "DPPA"), effective on September 13, 1997, limits
the release and use of certain personal information from state motor vehicle
records. Although the Company believes that the provisions of the DPPA do not
significantly restrict the operations of DBT, there can be no assurance that
individual states would not extend the coverage of the legislation in a way that
would adversely affect the operations of on-line providers such as DBT. Further,
there can be no assurance that existing privacy legislation will not be
expanded, or that new privacy legislation will not be enacted, in a manner that
limits the activities of DBT. Because DBT's ability to attract and retain
customers is closely related to its ability to obtain and provide information to
its customers, any increased government regulation at the state or federal level
affecting DBT's ability to acquire information could have a material adverse
effect on the financial condition or results of operations of the Company. See
"Business -- DBT -- Regulation."

In addition, the potential imposition of liability upon the Company for
information disseminated to customers could require the Company to implement
measures to reduce its exposure to such liability, including the expenditure of
resources or the discontinuation of certain product offerings. For example, the
improper use of information obtained from DBT's databases or the supplying of
incorrect information by DBT could result in potential liability for the
Company. It is the Company's policy that customers sign a subscription agreement
with DBT which includes a disclaimer of any warranties on the data and which
provides for the indemnification of DBT for liabilities resulting from the
customer's use of the data. However, there can be no assurance that such
indemnification will provide any protection to the Company or DBT in the event
of a lawsuit. Costs associated with this type of liability could have a material
adverse effect on the financial condition or results of operations of the
Company.

INABILITY TO ACQUIRE DATA; POTENTIAL INCREASES IN THE COST OF DATA

DBT's products provide customers access to information acquired from
governmental and commercial sources, primarily on a non-exclusive basis. There
can be no assurance that DBT will continue to be able to acquire such
information or that acquisition costs will not increase in the future. DBT does
not have long-term fixed-price agreements with many of its data providers. The
inability of DBT to acquire data could decrease the amount of information which
DBT can offer its customers, thereby reducing the system utilization, which
could have a material adverse effect on the financial condition or results of
operations of the Company. In addition, significant increases in costs may have
a material adverse effect on the financial condition or results of operations of
the Company. See "Business -- DBT -- Data Sources."

DEPENDENCE ON KEY PERSONNEL

The Company's success is substantially dependent upon its key personnel
and, in particular, Hank Asher, its President, Chief Executive Officer and
principal shareholder, who led the development of DBT's software and hardware
platforms. DBT does not have "key person" life insurance policies on any of its
employees. The loss of the services of any of its executive officers or other
key employees could have a material adverse effect on the financial condition or
results of operations of the Company. In addition, DBT's success will depend, in
part, on its ability to attract and retain qualified personnel in the future.
Failure to attract and retain such persons could have a material adverse effect
on the financial condition or results of operations of the Company. See
"Management."

9
<PAGE> 11

COMPETITION

The on-line database services market is highly competitive and the Company
expects competition in this market to intensify in the future. Given that the
information contained in DBT's databases is generally derived from
publicly-available records, DBT's competitors, by law, also have access to such
information. Many of DBT's current and potential competitors have longer
operating histories, larger installed customer bases and significantly greater
financial, technical, marketing and other resources than DBT. The Company
competes (or in the future is expected to compete) directly or indirectly with
Reed Elsevier PLC (Lexis/Nexis), Equifax Inc. (CDB Infotek) and The Thomson
Corporation (WESTLAW/Information America), as well as other database providers.
Such competition could have a material adverse effect on the financial condition
or results of operations of the Company. See "Business -- Competition."

POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS

The Company's quarterly operating results may fluctuate in the future
depending upon such factors as the level of operating costs, timing and market
acceptance of new products and enhanced versions of existing products, the rates
of new customer acquisition and customer retention, and changes in pricing
policies by DBT and its competitors. The Company has also experienced decreased
on-line usage of the system during holidays. In addition, a significant portion
of DBT's expenses are fixed; therefore, the Company's operating margins are
particularly sensitive to fluctuation in revenues. The Company also believes
that to the extent it is able to develop outsourcing or data warehousing
opportunities, payments may result in fluctuation in quarterly earnings
comparisons. Due to these factors, the Company's operating results may fall
below expectations in some future quarter. In such event, the market price of
the Company's Common Stock could be materially and adversely affected.

LACK OF LONG-TERM CUSTOMER CONTRACTS

DBT does not typically require its customers to enter into minimum usage
commitments or fixed-term subscriber agreements. No single customer of DBT
accounted for more than 3% of DBT's revenues for the year ended December 31,
1996. However, to the extent that a significant number of customers cancel
service at any one time, such cancellations could have a material adverse effect
on the financial condition or results of operations of the Company.

DEPENDENCE ON A SINGLE PRODUCT

In 1996, substantially all of DBT's revenues were generated from customers
accessing AutoTrack Plus+. Any substantial decrease in demand for this product
could have a material adverse effect on the financial condition or results of
operations of the Company. See "Business -- DBT -- Products."

NATURAL DISASTER; SERVICE INTERRUPTIONS; SECURITY RISKS

The Company's principal computer operations facility is located in Pompano
Beach, Florida. In the event a natural disaster, fire, power failure,
telecommunication or technical failure or other emergency disrupts the Company's
computer operations or communication with its customers, the Company's ability
to provide services to its customers may be jeopardized. Should access be
unavailable for an extended time, customers may seek other sources of
information and there can be no assurance that DBT would be able to continue its
relationships with such customers in the future. In addition, computer break-ins
or other disruptions could jeopardize the security of information stored in and
transmitted through DBT's computer systems. The Company currently maintains
business interruption insurance; however, the potential short-term and long-term
loss of revenues resulting from any accident, incident or system failure could
have a material adverse effect on the financial condition or results of
operations of the Company.

POSSIBLE VOLATILITY OF STOCK PRICE; LOW TRADING VOLUME

The market price of the Company's Common Stock has been volatile and the
Company expects that the price of its Common Stock may be subject to significant
fluctuations in response to general economic and market

10
<PAGE> 12

conditions, quarterly variations in financial results and customer growth and
usage, new pricing strategies, the announcement of technological innovations,
changes in data providers, or strategic partnerships or new product offerings by
the Company or its competitors. These fluctuations may have a material adverse
effect on the market price of the Common Stock. Although the Common Stock is
listed on the Nasdaq National Market, there has been low trading volume and
there can be no assurance that an active trading market will develop. See "Price
Range of Common Stock."

PATLEX LASER PATENTS: UNCERTAINTIES OF ENFORCEABILITY, COMPETING TECHNOLOGIES
AND LIMITED DURATION

The Laser Patents, which had a book value of approximately $13,220,500 at
December 31, 1996 are Patlex's most significant assets. The royalties received
from licensees of the Laser Patents represented 32% of the Company's revenues on
a pro forma basis for the year ended December 31, 1996. The book value of the
Laser Patents represented approximately 65% of the book value of all of Patlex's
assets as of December 31, 1996. Patlex's ability to exploit the Laser Patents
through its licensing program has been directly tied to its successes in
litigating the validity of the Laser Patents in the courts and before the United
States Patent and Trademark Office. There can be no assurance that Patlex would
prevail in subsequent proceedings challenging such validity and enforceability,
or that such challenges, if made, would not involve substantial litigation
expenses.

As Patlex's revenues are solely derived from the royalties it receives
under its license agreements, any advance in technology which would render the
Gas Discharge Laser Patent obsolete could adversely affect Patlex's future
revenues and could have a material adverse effect on the financial condition or
results of operations of the Company. Although the Company does not believe that
there exist any recent advances in laser technology that may materially
adversely affect Patlex's future patent royalty revenues, there has been a
gradual increase in diode laser technology that has inhibited growth of Patlex's
laser technology in low power laser applications.

The Gas Discharge Laser Patent, which contributes substantially all of
Patlex's revenues, expires in November 2004 and the Brewster Angle Window Patent
expires in May 2005. The Company has no present intention to diversify or expand
Patlex's business activity, and, accordingly, upon the expiration of the
Brewster Angle Window Patent, Patlex would have no net Laser Patent royalties
and, consequently, would be compelled to wind up its business affairs. See
"Business -- Patlex."

CONTROL BY INSIDERS

Hank Asher, the President, Chief Executive Officer and principal
shareholder of the Company, will beneficially own approximately 27.5% of the
Common Stock outstanding after the Offering (or 25.9% if the Underwriters'
over-allotment option is exercised in full). In addition, the Company's
directors and senior management will beneficially own approximately 52.2% of the
Common Stock outstanding after the Offering (or 49.6% if the Underwriters'
over-allotment option is exercised in full). As a result, Mr. Asher,
individually, and the Company's directors and senior management, collectively,
will continue to have significant influence over the policies and affairs of the
Company and the outcome of corporate actions requiring stockholder approval,
including the election of directors, the adoption of amendments to the Company's
Articles of Incorporation and Bylaws and the approval of mergers and sales of
the Company's assets. This significant influence could diminish the relative
voting power of the other shareholders and, accordingly, reduce their individual
and collective ability to influence the affairs of the Company. See "Certain
Transactions and Relationships," "Principal and Selling Shareholders" and
"Description of Capital Stock."

SHARES ELIGIBLE FOR FUTURE SALE

Future sales of a substantial amount of shares by existing shareholders
could adversely affect the market price of the Common Stock. Immediately after
the Offering, the 1,640,000 shares of Common Stock offered hereby will be
available for sale in the public market without restriction. Of the total
outstanding shares of Common Stock upon completion of the Offering, 4,724,452
shares (4,484,006 shares if the over-allotment option is exercised in full) will
be held by "affiliates," as that term is defined in the Securities Act of 1933,
as amended (the "Securities Act"), and are therefore subject to the volume and
manner of sale limitations of Rule 144 of the

11
<PAGE> 13

Securities Act. No prediction can be made as to the effect, if any, that future
sales of any of these shares of Common Stock, or the availability of these
shares for future sale, will have on the market price of the Common Stock
prevailing from time to time. Sales of a substantial number of these shares of
Common Stock in the public market following the Offering, or the perception that
such sales could occur, could adversely affect market prices for the Common
Stock. See "Shares Eligible for Future Sale."

DIVIDEND POLICY

The Company has not declared or paid any cash dividends on the Common Stock
since the Reorganization. The Company currently intends to retain its earnings
for future growth, including growth through potential strategic acquisitions or
alliances and, therefore, does not anticipate paying any cash dividends in the
foreseeable future. The payment of any future dividends will be determined by
the Company's board of directors in light of conditions then existing, including
the Company's earnings, financial condition and capital requirements, business
conditions, corporate law requirements and other factors. See "Dividend Policy."

HOLDING COMPANY STRUCTURE

The Company is a holding company and has no significant operations other
than those incidental to its ownership of the capital stock of its subsidiaries.
As a holding company, the Company's results of operations depend on the results
of operations of its subsidiaries. Moreover, the Company is dependent on
dividends or other intercompany transfers of funds from its subsidiaries to meet
its debt service and other obligations and, to the extent that the Company
intends to declare cash dividends on the Common Stock in the future, to fund the
payment of cash dividends. In addition, claims of creditors of the Company's
subsidiaries, including trade creditors, will generally have priority as to the
assets of such subsidiaries over the claims of the Company.

CERTAIN ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Articles of Incorporation and Bylaws
may have the effect, either alone or in combination with each other, of making
more difficult or discouraging a tender offer or takeover attempt that is
opposed by the Company's board of directors. These provisions include (i) a
provision requiring that the Company's board of directors be divided into three
classes, each serving a staggered three-year term; (ii) certain restrictions on
the persons eligible to call a special meeting of shareholders; (iii) certain
limitations on the size of the Company's board of directors; and (iv) the
ability of the Company's board of directors to authorize the issuance of
preferred stock in series. See "Description of Capital Stock."

Certain provisions of Pennsylvania law could have the effect of deterring
takeovers. The Company in its Bylaws has opted out of subchapters E, F, G, H, I
and J of Pennsylvania's Business Corporation Law. Generally, these subchapters
provide special protections against acquisitions of publicly-held corporations
subject to the Securities Exchange Act of 1934, as amended (the "Exchange Act").

12
<PAGE> 14

USE OF PROCEEDS

The net proceeds to the Company from the Offering are estimated to be
approximately $38,510,000, after deduction of the estimated underwriting
discounts and commissions and estimated expenses of the Offering payable by the
Company (assuming a public offering price of $42.00 per share). The Company will
not receive any proceeds from the sale of shares of Common Stock by the Selling
Shareholders.

The Company intends to use the net proceeds of the Offering for working
capital and general corporate purposes, including investment in property and
equipment.

DIVIDEND POLICY

The Company has not declared or paid any cash dividends on the Common Stock
since the Reorganization. The Company does not anticipate paying any cash
dividends in the foreseeable future. The Company currently intends to retain
future earnings to finance operations and the expansion of DBT's business. Any
future determination to pay cash dividends will be at the discretion of the
Company's board of directors and will be dependent upon the Company's financial
condition, operating results, capital requirements and such other factors as the
Company's board of directors deems relevant.

PRICE RANGE OF COMMON STOCK

Prior to September 28, 1995, there was no trading market for the Patlex
common stock. From September 28, 1995 and until March 17, 1996, the Patlex
common stock was listed on the Nasdaq Small-Cap Market under the symbol "PTLX."
From March 18, 1996 until August 19, 1996, the Patlex common stock was listed on
the Nasdaq National Market under the symbol "PTLX." The Company's Common Stock
began trading on the Nasdaq National Market on August 20, 1996 under the symbol
"DBTO."

The following table sets forth the high and low sales prices for the
Company's Common Stock and/or Patlex's common stock, for the period indicated,
as reported on The Nasdaq Stock Market.

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
1995
Third Quarter (beginning September 28, 1995)............... $ 4.25 $ 4.00
Fourth Quarter............................................. 18.00 4.00
1996
First Quarter.............................................. $47.50 $13.25
Second Quarter............................................. 55.50 30.25
Third Quarter.............................................. 48.00 35.75
Fourth Quarter............................................. 42.50 22.50
1997
First Quarter.............................................. $45.75 $29.75
Second Quarter (through , 1997)..................
</TABLE>

On December 7, 1995, the last full trading day prior to the announcement of
the execution of a letter of intent with respect to a merger between Patlex and
DBT, the closing price of Patlex Common Stock as reported on the Nasdaq
Small-Cap Market was $5.25 per share. On August 19, 1996, the last full trading
day prior to the consummation of the Reorganization, the last reported sale
price of Patlex Common Stock as reported on the Nasdaq National Market was
$39.00. The last reported sale price of the Company's Common Stock on April 2,
1997, as reported on the Nasdaq National Market was $42.00.

The number of record holders of the Company's Common Stock as of March 31,
1997 was 515. The Company believes that a larger number of beneficial owners
hold such shares of Common Stock in depository or nominee form.

13
<PAGE> 15

CAPITALIZATION

The following table sets forth as of December 31, 1996: (i) the actual
capitalization of the Company, (ii) the pro forma capitalization of the Company
after giving effect to the repayment of the Company's outstanding debt that
occurred subsequent to year-end and (iii) the pro forma capitalization of the
Company as adjusted to further reflect the issuance and sale of 1,000,000 shares
of Common Stock offered by the Company in the Offering (at an assumed public
offering price of $42.00 per share). This table should be read in conjunction
with "Selected Consolidated Financial and Other Data," "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the Company's
Consolidated Financial Statements and Notes thereto appearing elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
---------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
----------- ----------- -----------
<S> <C> <C> <C>
Cash and cash equivalents............................... $ 6,965,600 $ 3,984,300 $42,494,300
=========== =========== ===========
Total debt:
Bank line-of-credit................................... 200,000 -- --
Current portion of long-term debt..................... 1,415,500 -- --
Long-term debt (less current portion)................. 1,365,800 -- --
----------- ----------- -----------
Total......................................... 2,981,300 -- --
Stockholders' equity:
Preferred stock, $.10 par value, 5,000,000 shares
authorized; no shares issued or outstanding........ -- -- --
Common stock, $.10 par value, 40,000,000 shares
authorized; 7,723,806 shares issued and
outstanding, actual and pro forma; 8,723,806 shares
issued and outstanding, as adjusted................ 772,400 772,400 872,400
Additional paid-in capital............................ 18,212,700 18,212,700 56,622,700
Accumulated deficit................................... (754,600) (754,600) (754,600)
----------- ----------- -----------
Total stockholders' equity.................... 18,230,500 18,230,500 56,740,500
----------- ----------- -----------
Total capitalization.......................... $21,211,800 $18,230,500 $56,740,500
=========== =========== ===========
</TABLE>

14
<PAGE> 16

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated financial and other data should be read
in conjunction with the Company's Consolidated Financial Statements and Notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this Prospectus. The consolidated
financial data presented below as of December 31, 1992 and for the period from
February 18, 1992 (date of inception) to December 31, 1992 and as of and for the
fiscal years ended December 31, 1993, 1994, 1995 and 1996 have been derived from
the audited consolidated financial statements of the Company, certain of which
are included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------
1992(1) 1993 1994 1995(2) 1996(3)
---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues............................... $ 1,800 $ 477,400 $2,751,100 $ 8,076,300 $16,321,300
Patent royalties....................... 2,382,000
---------- ---------- ---------- ----------- -----------
Total revenues and
royalties.................. 1,800 477,400 2,751,100 8,076,300 18,703,300
Cost of revenues....................... 27,300 180,000 856,200 3,372,300 8,996,300
Selling and promotion.................. 1,800 7,900 287,100 1,025,700 1,930,400
Research and development............... 38,900 120,000 552,700 1,017,000 2,052,300
General and administrative............. 82,700 175,400 609,900 1,908,100 4,814,800
Loss on IRB transaction................ 1,660,100
---------- ---------- ---------- ----------- -----------
Total expenses................ 150,700 483,300 2,305,900 8,983,200 17,793,800
---------- ---------- ---------- ----------- -----------
Income (loss) from operations.......... (148,900) (5,900) 445,200 (906,900) 909,500
Interest income (expense) and other
income, net.......................... 162,800 82,900 (15,400) (76,100) (159,100)
---------- ---------- ---------- ----------- -----------
Income (loss) before income taxes(4)... 13,900 77,000 429,800 (983,000) 750,400
Provision for income taxes............. 208,700 231,000
---------- ---------- ---------- ----------- -----------
Net income (loss)...................... $ 13,900 $ 77,000 $ 429,800 $(1,191,700) $ 519,400
========== ========== ========== =========== ===========
Net income (loss) per common share..... $ .00 $ .02 $ 0.11 $ (0.27) $ 0.08
========== ========== ========== =========== ===========
Weighted average shares outstanding.... 2,953,200 3,445,400 3,937,600 4,417,800 6,177,300
========== ========== ========== =========== ===========
OPERATING AND FINANCIAL DATA:
DBT EBITDA(5)................................................... $ 690,000 $ 35,000 $ 2,582,900
DBT on-line minutes(6).......................................... 1,895,700 5,846,400 11,473,200
DBT active customers(7)......................................... 1,000 3,100 6,600
DBT employees(8)................................................ 31 78 117
DBT capital expenditures........................................ $ 961,200 $ 3,115,600 $ 5,277,400
Patlex EBITDA(5)................................................ $ 1,969,300
</TABLE>

<TABLE>
<CAPTION>
AT DECEMBER 31,
----------------------------------------------------------------
1992 1993 1994 1995 1996
---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents.............. $ 6,000 $ 300 $ 156,300 $ 1,642,700 $ 6,965,600
Total assets........................... 45,800 260,800 1,524,500 6,557,200 29,556,000
Total debt............................. 11,000 684,700 2,641,600 2,981,300
Stockholders' equity................... 14,900 138,500 552,300 2,598,400 18,230,500
</TABLE>

- ---------------
(1) For the period from February 18, 1992 through December 31, 1992.

(2) The Company's results for 1995 were adversely impacted by a loss of
$1,660,100 relating to the Company's acquisition and disposition of IRB in
1995. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

(3) The 1996 Statement of Operations Data includes the results of Patlex from
August 20, 1996, the date of the Reorganization, through December 31, 1996.

15
<PAGE> 17

(4) There was no income tax provision in fiscal years 1992, 1993 and 1994 due to
the Company's S Corporation status. On July 1, 1995, the Company terminated
its S Corporation election and established a deferred tax liability of
$155,200.

(5) EBITDA represents earnings before interest and financial charges, income
taxes, depreciation and amortization. The Company has included information
concerning EBITDA (which is not a measure of financial performance under
generally accepted accounting principles) because it understands that it is
used by certain investors as one measure of an issuer's financial
performance. EBITDA should not be construed as an alternative to operating
income (as determined in accordance with generally accepted accounting
principles), as an indicator of the Company's performance or cash flows from
operating activities (as determined in accordance with generally accepted
accounting principles) or as a measure of liquidity.

(6) DBT on-line minutes means the approximate number of minutes that customers
utilized DBT's system for the period presented.

(7) DBT active customers means the approximate number of customers who utilized
DBT's system in the last month in the period presented.

(8) DBT employees means the number of full-time employees as of December 31, for
the period presented.

16
<PAGE> 18

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

The following Unaudited Pro Forma Consolidated Statement of Operations for
the year ended December 31, 1996 gives effect to the Reorganization as if it had
occurred at January 1, 1996. See "Prospectus Summary -- The Company" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." The Unaudited Pro Forma Consolidated Statement of Operations should
be read in conjunction with the Consolidated Financial Statements and related
Notes thereto included elsewhere in this Prospectus.

The Unaudited Pro Forma Consolidated Statement of Operations has been
prepared by the Company based, in part, on the unaudited financial information
of Patlex adjusted where necessary to the Company's basis of accounting policies
used in the Consolidated Financial Statements. The Unaudited Pro Forma
Consolidated Statement of Operations is not intended to be indicative of the
results that would have occurred if the Reorganization had occurred on January
1, 1996, or which may be realized in the future.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
----------------------------------------------------------------
HISTORICAL PRE-REORGANIZATION PRO FORMA PRO FORMA
COMPANY PATLEX(1) ADJUSTMENTS CONSOLIDATED
----------- ------------------ ----------- ------------
<S> <C> <C> <C> <C>
Revenues............................ $16,321,300 $16,321,300
Patent royalties.................... 2,382,000 $ 5,314,000 7,696,000
----------- ----------- --------- -----------
Total revenue and royalties.... 18,703,300 5,314,000 24,017,300

Cost of revenues.................... 8,996,300 1,141,000 $ 184,500(2) 10,321,800
Sales and promotion................. 1,930,400 1,930,400
Research and development............ 2,052,300 2,052,300
General and administrative.......... 4,814,800 1,789,000 (688,300)(3) 5,915,500
----------- ----------- --------- -----------
Total operating expenses....... 17,793,800 2,930,000 (503,800) 20,220,000

Income from operations.............. 909,500 2,384,000 503,800 3,797,300
Interest income (expense), net...... (159,100) 229,400 169,000(4) 239,300
----------- ----------- --------- -----------
Income before income taxes.......... 750,400 2,613,400 672,800 4,036,600
Provision (benefit) for income
taxes............................. 231,000 1,123,300 (5,900)(5) 1,348,400
----------- ----------- --------- -----------
Net income.......................... $ 519,400 $ 1,490,100 $ 678,700 $ 2,688,200
=========== =========== ========= ===========
Net income per common share......... $ 0.34
===========
Weighted average shares
outstanding....................... 8,012,000
===========
</TABLE>

- ---------------
(1) Reflects results of Patlex for the period January 1, 1996 to August 20,
1996, the date of the Reorganization.

(2) Adjustment to record increase in amortization expense of the patents
resulting from the excess of the purchase price of Patlex over the assets
and liabilities acquired.

(3) Adjustment to eliminate the one-time costs of the Reorganization including
investment banking, attorney, accounting and printing expenses.

(4) Adjustment to eliminate interest expense from the reduction in debt offset
by a related loss of interest income from a reduction of invested balances.

(5) Adjustment to record the income tax effect of the patent amortization and
interest expense.

17
<PAGE> 19

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following should be read in conjunction with the Consolidated Financial
Statements of the Company and the Notes thereto, and other financial information
included elsewhere in this Prospectus. This Prospectus contains certain
statements regarding future trends, the accuracy of which is subject to many
risks and uncertainties. Such trends, and their anticipated impact upon the
Company, could differ materially from those presented in this Prospectus.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in "Risk Factors" and elsewhere in the Prospectus.

OVERVIEW OF THE COMPANY AND 1996 REORGANIZATION

The Company is a holding company with two wholly-owned operating
subsidiaries, Database Technologies, Inc. and Patlex Corporation, which are
respectively engaged in the provision of on-line integrated database services
and the patent exploitation and enforcement business. The Company was
reorganized into its current structure on August 20, 1996.

On August 20, 1996, the shareholders of Patlex approved a plan of
reorganization pursuant to which the Company was reorganized into a holding
company and Patlex became a wholly-owned subsidiary of the Company. Also on
August 20, 1996, another wholly-owned subsidiary of the Company merged with and
into DBT and DBT became a wholly-owned subsidiary of the Company (the
"Reorganization"). The Company is the successor registrant to Patlex.

For accounting purposes the Reorganization was treated as a purchase
business acquisition of Patlex by DBT (a reverse acquisition) and a
recapitalization of DBT. Assets and liabilities of Patlex acquired in the
Reorganization were recorded at their fair values as of August 20, 1996.

DBT

DBT's revenues are principally derived from the billing of on-line charges
based upon per minute connection fees and from the billing of individual report
fees. DBT does not currently charge an installation or fixed monthly fee to its
customers. Users access the database by calling a toll free number by modem from
their computers. The per minute connection fee currently ranges from $0.50 per
minute to $1.50 per minute depending on the product. On-line charges are
recorded as revenues by DBT as incurred. Customers are billed monthly.

Cost of revenues currently represents the largest portion of DBT's total
costs and expenses. Cost of revenues includes the costs associated with the
acquisition of data, depreciation on computer equipment, communication costs,
salaries and other costs related to the maintenance of the system. The Company's
data acquisition costs are generally fixed and consequently are not directly
correlated with DBT's revenues. Substantially all data acquisition costs are
expensed as incurred.

Selling and promotion expenses include all expenses incurred by DBT's
marketing and sales staff and customer and technical support personnel,
advertising costs and expenses relating to DBT's participation at industry trade
shows and conventions.

Research and development expenses include all expenses incurred by DBT's
computer programming personnel related to improvements in DBT's computer system
and the development of new products. Research and development costs are charged
to expense when incurred.

General and administrative expenses include all expenses incurred by DBT
relating to administrative and executive salaries, accounting, insurance and
other general expenses of DBT.

PATLEX

Patlex's revenues consist of royalties and income derived from the
exploitation and enforcement of its existing patents. Patlex's cost of revenues
consists of the amortization of the patent assets. General and administrative
expenses include all administrative expenses, executive salaries, other
personnel costs and other

18
<PAGE> 20

general expenses. Patlex does not have any selling and promotion expenses or
research and development expenses.

RESULTS OF OPERATIONS

Results of operations of Patlex from August 20, 1996 through December 31,
1996 are included in the Company's consolidated results of operations for the
year ended December 31, 1996.

REVENUES

The Company's revenues increased 132% to $18,703,300 in 1996 from
$8,076,300 in 1995. DBT contributed $16,321,300 to the Company's revenues and
Patlex contributed $2,382,000 to the Company's revenues. The Company's revenues
increased 194% in 1995 up from $2,751,100 in 1994.

The increase in DBT's revenues was attributable to an increase in the
number of active customers and the number of minutes users spent on line. During
1996, DBT's active customers (defined as customers accessing the system in a
given month) increased 113% to 6,600 as of December 31, 1996 from 3,100 as of
December 31, 1995. During 1995, DBT's active customers increased 210% to 3,100
active customers from 1,000 active customers as of December 31, 1994.

During the year ended December 31, 1996, total system usage was 11.5
million minutes, up from 5.8 million minutes in 1995 and 1.8 million minutes in
1994, an increase of 98% and 222%, respectively. Revenues from on-line charges
in 1996 were $15,397,400, compared to $7,259,310 in 1995, and $2,233,644 in
1994, an increase of 112% and 225%, respectively. In 1996, DBT's average revenue
per active customer was $3,000. By comparison in 1995 and 1994, DBT's average
revenue per average active customer was $3,500 and $3,250, respectively.

COST OF REVENUES

The Company's cost of revenues increased 167% to $8,996,300 in 1996 from
$3,372,300 in 1995. As a percentage of total revenues, cost of revenues
increased to 48% from 42% in 1995. In 1996 Patlex's cost of revenues, which
consisted solely of the amortization of its patents, was $622,300. In addition
to the consolidation of Patlex, the increase in the Company's cost of revenues
was due primarily to increases in both purchased data costs and depreciation
expense as DBT continued to invest both in its computer facilities and in the
expansion of its databases. The Company expects this trend to continue.

DBT's cost of revenues increased 294% to $3,372,300 in 1995 from $856,200
in 1994 and increased to 42% as a percentage of total revenues from 31% in 1994.
The increase was due primarily to increases in both purchased data costs and
depreciation expense.

SELLING AND PROMOTION EXPENSES

DBT's selling and promotion expenses increased 88% to $1,930,400 in 1996
from $1,025,700 in 1995. The increase was primarily due to increases in payroll
and trade show expenses. As a percentage of total revenues, selling and
promotion decreased slightly to 10.3% in 1996 from 12.7% in 1995.

DBT's selling and promotion expenses increased 257% to $1,025,700 in 1995
from $287,100 in 1994. The increase was primarily due to increases in payroll
and trade show expenses. As a percentage of total revenues, selling and
promotion increased to 12.7% in 1995 from 10.4% in 1994.

RESEARCH AND DEVELOPMENT EXPENSES

DBT's research and development expenses increased 102% and 84% in 1996 and
1995, respectively, to $2,052,300 in 1996 from $1,017,000 in 1995 and $552,700
in 1994. These increases were caused by increases in payroll and related
expenses. As a percentage of DBT's total revenues, research and development
expenses were consistent in 1996 and 1995, at 12.6% for both years, a decrease
from 20.1% in 1994.

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<PAGE> 21

GENERAL AND ADMINISTRATIVE EXPENSES

DBT's general and administrative expenses increased 98% in 1996 and 213% in
1995 to $3,769,600 in 1996 from $1,908,100 in 1995 and $609,900 in 1994. The
increases were due to increases in payroll and related expenses. As a percentage
of DBT's total revenues, general and administrative expenses remained relatively
consistent at 23.1%, 23.6% and 22.2% in 1996, 1995 and 1994, respectively.
Patlex's general and administrative expenses, which consisted principally of
salaries, were $419,000 for the period from August 20, 1996 through December 31,
1996. The Company's corporate expenses, which consisted principally of corporate
insurance, public company related expenses and legal fees, were $626,200.

INTEREST EXPENSE

Net interest expense was $159,100 in 1996 compared to $76,100 and $15,400
in 1995 and 1994, respectively. The increases resulted primarily from increases
in the Company's average outstanding debt during each of 1996 and 1995 which was
used to finance the Company's growth.

INCOME TAXES

The Company's effective income tax rate was 32% in 1996. The rate was
positively affected by a research tax credit enacted in July 1996 offset
slightly by certain non-deductible Reorganization expenses. The 1995 income tax
expense reflected the decision by the Company to revoke its S Corporation
election and to begin paying taxes on its earnings. As a consequence of this
election, the Company established a deferred tax liability of $155,200. There
was no income tax expense in 1994 due to the Company's S Corporation status.

LOSS ON IRB TRANSACTION

The Company's consolidated statements of operations reflects, in 1995, an
expense of $1,660,100 corresponding to the costs incurred by DBT in a
transaction with International Research Bureau, Inc. ("IRB"). Effective July 1,
1995, DBT purchased for cash and stock all of the outstanding shares of IRB's
common stock. Subsequent to the acquisition, management of DBT re-evaluated the
future potential of IRB's core document retrieval business and concluded that
IRB's assets, other than its on-line customer list, had no future value to DBT.
Factors which led DBT's management to this evaluation included the conclusions
that DBT's technology was superior to IRB's, and that IRB's data was duplicative
of data which DBT already possessed. On December 13, 1995, IRB's shares were
transferred back to the original owners of IRB in exchange for DBT common stock.
Because DBT's ownership of IRB was temporary, DBT accounted for its investment
in IRB using the equity method.

As a result of these transactions, DBT acquired IRB's customer list for its
on-line business and was granted a covenant not to compete. Management's
estimate of the fair value of the acquired assets, totaling $198,600, was
recorded on DBT's balance sheet. The costs associated with this transaction
included a cash payment of $1,000,000 and the issuance of DBT common stock
valued at $485,700 (after accounting for the returned shares). The Company's
expense of $1,660,100 was calculated after writing down the Company's investment
in IRB and other costs totaling $373,000.

NET INCOME

In 1996 the Company had net income of $519,400 compared to a loss of
$1,191,700 in 1995 and income of $429,800 in 1994. Results for 1995 were
adversely impacted by a loss of $1,660,100 relating to the Company's acquisition
and disposition of IRB in 1995.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash flow from operations was $1,476,200 and $1,506,900 in
1996 and 1995, respectively. The Company's capital expenditures of $5,300,700
and $3,115,600 in 1996 and 1995, respectively, were primarily attributable to
the acquisition of computer equipment for DBT. The Company had working capital
at December 31, 1996 of $4,117,800 (including cash and cash equivalents of
$6,965,600) compared to $508,500

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<PAGE> 22

(including cash and cash equivalents of $1,642,700) in 1995. The increase in
1996 was due to both the Company's growth and the acquisition of Patlex on
August 20, 1996. The Company had total debt outstanding of $2,981,300 as of
December 31, 1996, which has been fully repaid subsequent to year end.

The Company expects to fund future working capital requirements from its
existing cash balances and cash generated from operations. If necessary, other
sources of capital available to the Company may include access to the capital
markets, additional bank borrowings and lines of credit.

INFLATION

The rate of inflation has not had a material impact on the operations of
the Company. Moreover, if inflation remains at its recent levels, it is not
expected to have a material impact on the operations of the Company for the
foreseeable future.

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<PAGE> 23

BUSINESS

The Company is a holding company which operates its business through two
wholly-owned subsidiaries, DBT and Patlex. DBT is an on-line provider of
integrated database services and Patlex is engaged in the exploitation and
enforcement of the Laser Patents.

DBT

OVERVIEW

INDUSTRY OVERVIEW

The market for on-line information research services is evolving and
subject to rapid technological change. The primary users of the public records
and investigative information provided by DBT are law enforcement and other
governmental agencies, law firms, insurance companies and licensed investigation
companies. The Company believes that the increasing volume of publicly available
data will drive demand for comprehensive and organized methods for accessing
that information and that the market for on-line information research services
will demonstrate strong growth for the foreseeable future. Factors which the
Company believes will contribute to this market growth include (i) the
increasing need for more reliable and efficient investigative search methods and
(ii) the demand of customers for information research services capable of
cross-referencing and cross-checking research results.

DBT faces significant competition in the on-line information research
services market. Although many of its competitors are established,
well-capitalized companies with larger installed customer bases, DBT is able to
compete due to its advanced technological capabilities and the need of various
industries and governmental agencies for comprehensive and timely sources of
investigative data. The Company believes DBT will be able to increase its market
share based on its growth strategy described below.

COMPUTER SYSTEM DESIGN

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<PAGE> 24

- - Reporting capabilities -- DBT's computer system efficiently compiles and
presents retrieved information in a logical and easy-to-read format, which
prioritizes relevant and possibly related information and eliminates
duplicative data.

GROWTH STRATEGY

- - Improve system accessibility and utilization -- DBT is currently developing,
and expects to introduce during 1997, an intranet HTML-based delivery method
as an alternative to its DOS-based delivery method. This delivery method will
allow customers to utilize the on-screen "point and click" method to more
easily access information and to quickly and efficiently expand searches. The
Company believes this delivery method will increase both the number of
customers able to access DBT's services and system utilization by existing
customers. In addition, DBT plans to direct its sales and customer service
staff to educate customers about additional product applications.

- - Target new products to customer needs -- The Company will continue to develop
products specifically designed for new or related customer needs. For example,
DBT is currently developing AutoCase which will utilize information available
through DataCase to monitor NYUCS cases previously selected by the customer
and automatically deliver on-line any relevant new information on these cases
when the customer logs onto DataCase.

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<PAGE> 25

DATA SOURCES

DBT acquires its data from both governmental and commercial sources. DBT is
actively seeking additional sources to expand the scope of its product
offerings. DBT purchases new data based on availability, customer needs and the
potential of any new data to complement the data already available on DBT's
system.

Governmental Sources. DBT acquires some of its public record data directly
from the federal, state and county governmental agencies which maintain the
data. This data is specifically made publicly available by law and is typically
provided to DBT on a "pay-as-you-go" basis, including updates to the data at
various intervals. Certain governmental agencies are limited by law in what they
charge purchasers for certain records. In addition, certain types of data which
are available in some states may be unavailable in other states due to statutory
exemptions from the public record laws of those states.

Commercial Sources. DBT also acquires data via purchase or license from
commercial sources, typically on a non-exclusive basis. These transactions
typically are covered by long-term contracts ranging in duration from
approximately two to five years. In most cases, these contracts provide for
fixed annual payments and include updates to the data at various intervals.

PRODUCTS

AUTOTRACK PLUS+. AutoTrack Plus+, DBT's premier product, provides on-line
access to billions of national, state and county public records. Customers are
able to search a particular database and then cross-reference other databases
within AutoTrack Plus+ in a comprehensive manner. Depending upon the state in
which the subject of the search is located, the information available includes
current and past addresses, telephone numbers, possible associates and
neighbors, as well as professional licenses, driving histories, business profile
reports, real estate, vehicles and other assets. Users are able to undertake a
detailed search of all relevant data based on a limited amount of information.
In 1996, substantially all of DBT's revenues were generated by the use of
AutoTrack Plus+.

AutoTrack Plus+ is an aggregation of numerous products. Some of the larger,
more frequently accessed products within AutoTrack Plus+ are as follows:

Faces of the Nation contains information on individuals throughout the
United States. With limited information, such as a surname alone, an
address alone or both a date of birth and first name, users can access
current and previous addresses, neighbors, date of birth and other
information for millions of individuals. Although the scope of this
database is national, some individuals in the United States may not be
included.

Corporations of the Nation contains information on active and inactive
businesses based on secretary of state filings in 43 states. Users can
retrieve information on officers, directors, registered agents, corporate
status and federal employment identification numbers. Searches can be
performed through the use of names, addresses, federal employer
identification numbers and corporation numbers.

Properties of the Nation contains information on real property in 37
states and the U.S. Virgin Islands. Users can receive information on situs
and mailing address, parcel number, assessed values, recent and prior sales
prices and property narratives as well as other information related to the
property.

Vehicles of the Nation contains information on vehicle registrations
in 32 states including an owner name(s) and address, description, title
information, vehicle identification number (VIN), lienholder information
and historical data. Users can base searches on information available
concerning any combination of the vehicle's license tag, model and
description, zip code, VIN, owner name, address and county.

Drivers of the Nation contains information on drivers' licenses issued
in 22 states and can be searched using a combination of name, driver's
license number, address, date of birth and zip code.

Liens/Judgments/Bankruptcies contains information on business and
consumer bankruptcies in all 50 states. Users can also locate data in 29
states relating to federal and state tax liens and civil judgments.

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<PAGE> 26

Other national databases offered through AutoTrack Plus+ include "Deed
Transfers of the Nation," "TRW Business Reports," "National Business Reports"
and federal trademarks and service marks.

AutoTrack Plus+ also includes additional databases from a number of states,
with the broadest selection of databases available for Florida, Texas, New York
and California. The most substantial individual state data in AutoTrack Plus+ is
available for individuals, corporations and assets in Florida. Florida databases
provide information on drivers' licenses, vehicles, boats, worker's compensation
claims, accident reports, trademarks, concealed weapons permits, professional
licenses, UCC lien filings, corporations, real estate and much more specialized
information. Users can access data ranging from most recent property sales
prices to driving histories and can locate information on an individual's
Florida vehicles and vessels, real property, any possible Florida corporate
affiliations, Florida professional licenses, known addresses, marriages and
divorces.

Other individual state data available in AutoTrack Plus+ for various states
include citizen profiles, professional licenses, vehicle and vessel
registrations, drivers' licenses, marriages, secretary of state filings and
other specialized data. These state databases utilize the same search methods as
the national databases and users can combine searches of various state and
national databases.

Comprehensive and dossier reports allow users to efficiently and
cost-effectively gather all the relevant information available in AutoTrack
Plus+ on the subject of their search. These reports offer summaries and detailed
reports aggregating a broad spectrum of data from the national and state
databases and present this data in a clear and convenient format. These reports,
which can be either national or statewide in their scope, eliminate the user's
need for further searches and provide the most complete amount of information in
the shortest time.

AUTOTRACK JR. AutoTrack Jr. is a more economical means of accessing DBT's
databases for users with less extensive search needs. AutoTrack Jr. mostly
includes Florida databases with information on drivers' licenses, vehicle
registrations, boat registrations, accident reports, tax rolls, real estate,
worker's compensation claims and professional licenses. In addition, AutoTrack
Jr. includes a limited number of national databases.

DATACASE AND AUTOCASE. DataCase, which was introduced in December 1996, is
an on-line product providing users access to NYUCS information. The information
available includes New York Supreme Court civil docket information from twelve
New York City metropolitan area counties and Erie County, and judgment, docket
and lien information for the New York City boroughs. Users also have access to
the New York State Attorney registration information and New York county clerk
records. The NYUCS selected DBT to develop DataCase after a competitive bidding
process.

DataCase, which will likely be used predominantly by New York attorneys,
provides its users the opportunity to monitor the status of pending cases and
current case activity in the NYUCS. A user can access both motion calendars and
appearance calendars to assist in scheduling and planning. DataCase allows the
user to search the litigation histories of parties and the Company believes it
will allow users to assess litigation patterns and practices of individuals and
companies. Searches also can be performed to determine which law firms and state
justices have been involved in particular litigation. In addition, DataCase
allows users to search for information on specific court judgments and liens in
the New York City area. Searches can be performed by case name, law firm,
specific county, defendant, plaintiff or other information. Information in
DataCase is updated four times daily and is available 24 hours a day, seven days
a week.

AutoCase, utilizing the information available through DataCase, will offer
a personalized up-to-date source of information on requested cases pending in
the NYUCS. AutoCase will monitor the activity of cases selected by the customer
and automatically deliver on-line any relevant new information on these cases
when the customer logs onto DataCase. This information is updated four times
daily. The Company believes AutoCase will serve as a constant, timely and
reliable source of information relating to the status of cases in the NYUCS.
AutoCase is expected to be launched in 1997.

PRICING

The Company's pricing plan is designed to attract new subscribers and to
increase system utilization. The primary component of the Company's pricing
structure is a per minute connection fee. Users access the database

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by calling a toll-free number by modem from their computers. The per minute
connection fee currently ranges from $.50 per minute to $1.50 per minute
depending on the product being accessed and the customer category. DBT also
offers the user the opportunity to access certain reports for a fixed fee. DBT
does not currently charge an installation or fixed monthly fee to its customers.
Based on the system's retrieval speed and DBT's current price structure, the
Company believes DBT is an economical source of on-line data.

The following table presents DBT's quarterly system utilization and
revenues:

<TABLE>
<CAPTION>
SYSTEM UTILIZATION
(IN MINUTES) DBT REVENUES
----------------------------- ------------------------------------
QUARTER ENDED 1994 1995 1996 1994 1995 1996
------------- ------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
March 31...................... 284,300 1,033,200 2,302,500 $ 383,900 $1,518,900 $3,349,800
June 30....................... 403,500 1,403,500 2,644,600 559,300 1,874,500 3,789,000
September 30.................. 526,000 1,701,600 3,184,000 761,900 2,206,400 4,472,900
December 31................... 681,800 1,708,100 3,342,200 1,046,000 2,476,500 4,709,600
</TABLE>

CUSTOMERS

DBT's customer base has increased rapidly over the last three years, from
approximately 370 active customers (defined as a customer who used the system
during the prior month) as of December 31, 1993 to approximately 6,600 active
customers as of December 31, 1996. Initially, DBT's products were utilized
primarily by insurance companies to investigate claims. Use of the databases
later expanded to law enforcement agencies and licensed investigation firms.
Currently, DBT offers its products primarily to law enforcement and other
governmental agencies, law firms, insurance companies and licensed investigation
companies.

DBT has established procedures designed to restrict access to its system
and certain products to qualified individuals and entities. Potential customers
are screened by DBT prior to being given access to AutoTrack Plus+ or AutoTrack
Jr. The screening process generally consists of a review of professional
licenses, corporation and business status, credit reports, references and other
relevant information and credentials. Applicants that do not meet DBT's
screening criteria are denied access to the system.

Once an application has been approved, the customer signs a subscription
agreement with DBT which provides the terms and conditions pursuant to which DBT
grants access to its products. A standard subscription agreement includes a
disclaimer of any warranties on the data and indemnification of DBT for
liabilities resulting from the customer's use of the data. As of March 31, 1997,
the Company had 15 employees dedicated to receiving phone calls from potential
customers, processing orders and verifying the credentials and references of
each potential customer.

CUSTOMER SERVICE AND TECHNICAL SUPPORT

The Company believes that providing superior levels of customer service and
technical support is necessary to attract and retain customers and to increase
system usage. The Company has created a dedicated Technical Support Center
staffed by customer service representatives who have received extensive training
on the system and on each individual product.

Providing trouble-free product implementation to new users is an important
aspect of DBT's strategy of establishing itself as a superior service provider.
Once a new customer account or user has been approved, DBT mails each customer a
package with the software diskettes, a user manual, the toll-free phone number
of the Technical Support Center and instructions for the customer to call DBT
for a password and assistance on installation. Thereafter, the user will be
contacted to schedule an appointment for installation assistance and an initial
training session. During the initial session, DBT's representative ensures that
the new user has established communication with the system and assists in review
of the databases. In order to encourage users to explore the many uses of
AutoTrack Plus+, DBT currently offers its users a demonstration period, during
which the user is not charged for connection time, and offers credits for
certain report charges.

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<PAGE> 28

The Technical Support Center representatives resolve technical or
communication difficulties and respond to product support questions 24 hours a
day, every day of the year. Users may access the Technical Support Center via a
toll-free telephone number and are not currently charged for these inquiries.
The objective of the Technical Support Center is to provide customers with quick
and accurate answers to their questions from a single contact point. As of March
31, 1997, DBT's Technical Support Center was comprised of 35 customer service
representatives.

SALES AND MARKETING

The Company believes that substantial opportunities exist to both attract
new customers and increase its revenues from existing customers. The Company's
marketing objective is to create demand for its products by targeting the needs
of various market segments, such as law enforcement, attorneys and governmental
agencies, providing comprehensive and organized information, superior service
and reliability at a competitive price. DBT has traditionally relied upon
customer referrals, limited advertising and presentations at trade shows to
introduce potential customers to the benefits of AutoTrack Plus+ and DBT's other
products. The Company has recently begun taking a more pro-active approach
toward marketing. The Company intends to hire a marketing team and implement a
marketing program directed toward targeted market segments using direct mail
campaigns, advertising and direct contact by the sales staff.

REGULATION

Regulation of access to information for public usage varies from state to
state. Therefore, the amount of information available in particular states may
vary. In many states, including Florida and Texas, the two states where DBT has
a significant amount of business, all government records are specifically made
public by law unless excluded by a specific statutory exception. Such exceptions
exist primarily with respect to some criminal history information, which
generally may only be provided to law enforcement agencies for specific
purposes. The continued availability of public record data is also subject to
federal legislation. For example, the Driver's Privacy Protection Act of 1994,
effective September 13, 1997, places certain restrictions on the release and use
of certain personal data included in state motor vehicle records. DBT cannot
predict whether the degree of regulation in any particular state will change,
nor whether the federal government will implement new regulations with respect
to access to specific information.

PATLEX

Patlex has been engaged in the patent exploitation and enforcement business
since 1979. Patlex owns a 64% interest in the royalty income from, and a 42.86%
ownership interest in, the Laser Patents which derive from patent applications
originally filed by Dr. Gordon Gould in 1959. The patent enforcement business
includes the identification of laser products which infringe the Laser Patents
and the execution of licensing agreements through normal commercial negotiations
or pursuant to settlements of litigation brought against infringers of the Laser
Patents. Patlex is also the exclusive licensing agent for the Laser Patents. As
of December 31, 1996, total royalties received from licensees of the Laser
Patents were approximately $109,665,000.

Laser Patents. The Gas Discharge Laser Patent (U.S. Patent No. 4,704,583)
currently accounts for substantially all of Patlex's revenues. The Brewster
Angle Window Patent (U.S. Patent No. 4,746,201) involves the use of an optical
system including optical elements to polarize light. The Gas Discharge Laser
Patent expires in November 2004 and the Brewster Angle Window Patent expires in
May 2005. Upon the expiration of the applicable patent, Patlex will lose its
right to exclude others from exploiting the inventions claimed therein and,
accordingly, the obligation of third parties to make royalty payments to Patlex
will cease.

Patlex's ability to exploit the Laser Patents through its licensing program
has been directly tied to its successes in litigating the validity of the Laser
Patents, both in the courts and before the United States Patent and Trademark
Office. The Company believes that the major period of litigating the validity
and enforceability of the Laser Patents has passed. The "major period" refers to
the period of time (from 1977 through 1988) in which the greatest number of
lawsuits challenging the validity and scope of the Laser Patents were
prosecuted. However, the Laser Patents may be subject to subsequent challenges.
There can be no assurance that, if challenged, Patlex

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<PAGE> 29

would prevail in any subsequent proceedings or that such challenges may not
entail substantial litigation expenses. A successful challenge against the
validity of the Gas Discharge Laser Patent could have a material adverse effect
on the financial condition or results of operations of the Company.

There were no expenses relating to litigation of the Laser Patents during
1996.

Gas discharge laser applications. Gas discharge lasers are used for
applications requiring low to high power output in commercial, medical and
scientific markets. Commercial market applications account for the majority of
total gas discharge laser uses and include manufacturing-related applications
such as robotic welding, marking, drilling and cutting of sheet-metal. Gas
discharge lasers are also used in the packaging industry to mark and etch dates,
bar codes and other information on containers. Medical applications include uses
in dermatology for skin resurfacing and wrinkle removal, ophthalmology,
including refractive surgery, retinal surgery and glaucoma treatment, and
general non-invasive surgery. Research and scientific applications, which
represent the balance of gas discharge laser uses, primarily are comprised of
laboratory research and development activities.

Patent Licensing Agreements. Patlex is the exclusive licensing agent for
the Laser Patents. As licensing agent, Patlex actively pursues its patent
licenses, which require manufacturers and users who exploit the inventions
claimed in the Laser Patents to report and pay royalties to Patlex. Patlex then
distributes these royalties among itself and the other parties holding interests
in the royalty income. Patlex actively monitors the laser industry to identify
infringers and new laser applications which infringe the Laser Patents. The
agreements into which Patlex enters generally fall into three categories: (i)
license agreements with manufacturers of lasers or laser systems that use the
inventions claimed in the Laser Patents; (ii) license agreements with users of
lasers or laser systems that use the inventions claimed in the Laser Patents;
and (iii) settlement agreements which require a payment of a specific sum of
money for past infringement of certain of the Laser Patents but do not include a
grant of a license to make, use or sell any product that utilizes the inventions
claimed in the Laser Patents. As of December 31, 1996, Patlex had agreements
with a total of 235 companies, including users and manufacturers representing a
cross-section of industries in the United States. Of such agreements, 190 were
licensing agreements with manufacturers who had an obligation to report and pay
royalties on the sale of lasers or laser systems which use the Laser Patents.
The Company believes the majority of the commercial laser manufacturers in the
United States, as well as a majority of manufacturers importing lasers into the
United States, have been licensed. No licensees accounted for more than 10% of
the Laser Patent royalties during the period from the Reorganization through
December 31, 1996; however, Laser Patent royalties fluctuate by customer from
period to period.

The market for Patlex's patent license agreements under the Laser Patents
depends on the commercial laser industry. The number of license agreements
fluctuates with the execution of license agreements with new commercial
entities, spin-offs creating new entities from existing licensees, business
failures, combinations between existing licensees and termination of existing
agreements for cause or by mutual consent.

The agreements with both manufacturers and users generally provide for one
or more "lump sum" payments in consideration of nonexclusive licenses for
certain applications of all of the Laser Patents and a release of all claims for
damages from past infringements. Substantially all of the licenses also provide
for future royalty payments if the licensee engages in the manufacture or sale
of lasers subject to the Laser Patents. In contrast, substantially all of the
licenses with licensees that use, but do not manufacture or sell products
covered by, the Laser Patents, provide only for a one-time lump sum payment for
past infringement. As a result of licensing efforts to date, royalties from past
infringements are expected to be minimal in the future.

COMPETITION

The information services industry is very competitive and characterized by
rapid technological change and the entry of large and well-capitalized companies
as well as smaller competitors. The Company competes or may compete with large,
well-established information providers such as Reed Elsevier PLC (Lexis/Nexis),
Equifax Inc. (CDB Infotek) and The Thomson Corporation (WESTLAW/Information
America), as well as some other database providers. These competitors offer a
wide variety of information services not offered by DBT which allow them to
offer their products to larger customer bases and to more easily attract
customers to their products.

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<PAGE> 30

However, the Company is not aware of any competitors that provide the same
comprehensive databases and cross-referenced products that are currently
available through AutoTrack Plus+. Further, the price structures for these
competitors' products are generally higher than those of DBT and the Company
believes that none of these competitors currently provides the uniquely
integrated and cross-referenced database services available from DBT.

In addition, the Company believes that many customers purchase multiple
products from various information providers in order to maximize the information
to which they have access. Therefore, the Company believes that DBT's products
can complement services provided by its competitors. If current competitors or
others sought to compete on a larger scale with DBT, such competition could have
a material adverse effect on the financial condition or results of operations of
the Company.

As exclusive licensing agent of the Laser Patents, Patlex does not
encounter any competition in licensing manufacturers and users of the technology
covered by the Laser Patents. Although the Company believes the laser technology
covered by the Laser Patents to be state of the art, any advance in technology
which would render one or more of the Laser Patents obsolete could adversely
affect Patlex's future patent royalty revenue and could have a materially
adverse effect on the financial condition or results of operations of the
Company.

EMPLOYEES

As of March 31, 1997, the Company had 131 full-time employees, 125 of whom
were employed by DBT and 6 of whom were employed by Patlex. The Company
considers its relationships with its employees to be good. None of the Company's
employees are covered by collective bargaining agreements.

PROPERTIES

DBT leases an aggregate of approximately 42,000 square feet in three
buildings in Pompano Beach, Florida for office space and computer operations.

Patlex leases approximately 2,600 square feet of office space in Las Vegas,
Nevada and approximately 600 square feet of space located in Las Cruces, New
Mexico.

LEGAL PROCEEDINGS

The Company may be involved in litigation from time to time in the ordinary
course of its business. DBT is not currently involved in any litigation, or, to
its knowledge, is any material litigation currently threatened.

In November 1994, REFAC Financial Corporation ("REFAC") instituted a civil
action in the United States District Court, Eastern District of Pennsylvania,
alleging that Patlex improperly calculated the royalties due REFAC. On February
28, 1996, a special verdict adverse to Patlex was returned and judgment in the
total amount of $192,780.76 was entered on July 10, 1996. Patlex appealed the
decision to the United States Court of Appeals for the Third Circuit which
affirmed the United States District Court's decision on March 27, 1997. Patlex
has accrued the amount of the REFAC judgment plus interest through December 31,
1996.

29
<PAGE> 31

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

Set forth below is certain information as of March 31, 1997 concerning the
Company's executive officers and directors.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Frank Borman.................. 68 Chairman of the Board of Directors
Hank E. Asher................. 45 President, Chief Executive Officer and Director
Thomas L. Simpson............. 53 Chief Operating Officer and Director
Timothy M. Leonard............ 38 Vice President, Finance, Treasurer and Chief Financial Officer
J. Henry Muetterties.......... 43 Vice President, Secretary and General Counsel
Charles A. Asher.............. 44 Director
Gary E. Erlbaum............... 50 Director
Jack Hight.................... 71 Director
Kenneth G. Langone............ 60 Director
Eugene L. Step................ 68 Director
Sari Zalcberg................. 43 Director
</TABLE>

Frank Borman has been Chairman of the Company since August 1996 and
President of Patlex since September 1995. From September 1995 until August 1996,
he also served as Chief Executive Officer of Patlex. Mr. Borman served as a
director of AutoFinance Group, Inc. ("AFG") from 1990 until September 1995 and
served as Chairman of AFG's Board of Directors from December 1992 until
September 1995. He served as Vice Chairman of the Board of Directors of Texas
Air Corporation from 1986 to 1991. From 1969 to 1986, he served in various
capacities for Eastern Airlines, including President, Chief Executive Officer
and Chairman of the Board of Directors. Mr. Borman served in the United States
Air Force from 1950 to 1970. Mr. Borman currently serves as a member of the
Board of Directors of The Home Depot, Inc., Outboard Marine Corporation, Thermo
Instruments Systems and American Superconductor Corporation and is also a member
of the Board of Trustees of the National Geographic Society.

Hank E. Asher was elected President, Chief Executive Officer and a director
of the Company in August 1996. He has been the President and Chief Executive
Officer and a director of DBT since he founded the company in 1992. Prior to
founding DBT, Mr. Asher performed contract programming services for various
computer companies.

Thomas L. Simpson was elected Chief Operating Officer and a director of the
Company in February 1997. Mr. Simpson had been Senior Vice President, Chief
Operating Officer and Secretary of GMIS Inc., a developer of software for the
health care payor market, from May 1995 until January 1997. Prior to that, Mr.
Simpson held various financial management positions at Alco Standard Corporation
("Alco"), a distributor of office products, from 1986 to 1995, including his
most recent position as Chief Financial Officer at Unisource, Inc., a
distributor of paper products, a public company which was spun-off from Alco.

Timothy M. Leonard was elected Vice President, Finance, Treasurer and Chief
Financial Officer of the Company in February 1997. From June 1994 until January
1997, he served in various capacities for GMIS Inc., including Director of
Finance from June 1994 through May 1995 and Vice President, Finance and Chief
Financial Officer from May 1995 through January 1997. Mr. Leonard worked for
Ernst & Young LLP from 1981 through June 1994.

J. Henry Muetterties has been the Vice President, General Counsel and
Secretary of the Company since August 1996. From May 1989 through August 1996,
he was the Vice President, General Counsel and Secretary of Patlex and was the
Corporate Licensing Counsel for Patlex since March 1988. From 1983 to 1988, Mr.
Muetterties was Senior Patent Counsel for Allied-Signal Aerospace, a division of
Allied-Signal, Inc.

Charles A. Asher has been a director of the Company since August 1996. He
has been a director of DBT since 1994. He practices law in South Bend, Indiana.

30
<PAGE> 32

Gary E. Erlbaum has been a director of the Company since August 1996 and a
director of Patlex since September 1995. Mr. Erlbaum served as a director of
AFG, which was then the parent of Patlex, from 1983 until September 1995. Mr.
Erlbaum served as the Chairman of the Board of Directors of Patlex from
September 1977 to July 1981 and from October 1981 to February 1983, and served
as the President of Patlex from May 1972 to September 1977 and from December
1978 to July 1981. Since 1983, he has been engaged in real estate and business
ventures. He is also a director of several privately-owned companies.

Jack Hight has been a director of the Company since August 1996. He has
been Chairman of the Board of DBT since 1995. Prior to 1995, he was President,
Chief Executive Officer and Chairman of the Board of Intec Systems, Inc., which
he founded in 1981. From 1978 to 1980, he was Chairman of the Board, Chief
Executive Officer and President of Information Science, Inc., a public company.
In the 1960s, Mr. Hight co-founded and was President of Electronic Data Systems
Federal Corporation before it merged with Electronic Data Systems Corporation in
1968.

Kenneth G. Langone has been a director of the Company since August 1996 and
a director of Patlex since September 1995. He served as a director of AFG, which
was then the parent of Patlex, from 1983 until September 1995. Since 1974, Mr.
Langone is Chairman of the Board, Chief Executive Officer and President of
Invemed Associates, Inc. ("Invemed"), a New York Stock Exchange member firm
engaged in investment banking and brokerage. He is one of the co-founders of The
Home Depot, Inc. and has been a director of that company since 1978. He also
serves on the board of directors of St. Jude Medical, Inc., Unifi, Inc., United
States Satellite Broadcasting Co. He is also a director of several private
corporations.

Eugene L. Step became a director of the Company in March 1997. From 1973 to
1992, Mr. Step served in various senior management positions with Eli Lilly and
Company, most recently as Executive Vice President, President of the
Pharmaceutical Division and a member of the Board of Directors and its Executive
Committee. Mr. Step is a past Chairman of the Board of the Pharmaceutical
Manufacturers Association and a past President of the International Federation
of Pharmaceutical Manufacturers Association. Mr. Step also serves as a director
of Cell Genesys, Inc., Scios, Inc., Medco, Inc., Pathogenesis, Inc. and Guidant
Corp.

Sari Zalcberg has been a director of the Company since August 1996. She has
been a director of DBT since 1995. She is the Chief Executive Officer and sole
shareholder of La Grande Trunk, Inc., a retail concern with locations in two
states. Ms. Zalcberg is also a member of the Regional Board of Directors of the
Valparaiso Banking Center of Bank One Merrillville, N.A., an Indiana chartered
bank.

Hank Asher, Charles Asher and Sari Zalcberg are siblings.

The Company's Bylaws, as amended and restated (the "Bylaws"), divide the
Company's board of directors into three classes, with regular three-year
staggered terms and initial terms of three, two and one years for each of Class
III, Class II and Class I Directors, respectively. Accordingly, Ms. Zalcberg,
Mr. Step and Mr. Langone will hold office until the annual meeting of
shareholders to be held in 1997, Messrs. Charles Asher, Borman and Hight will
hold office until the annual meeting of shareholders to be held in 1998, and
Messrs. Hank Asher, Simpson and Erlbaum will hold office until the annual
meeting of shareholders to be held in 1999. Officers serve at the discretion of
the Company's board of directors.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company's board of directors has an Executive Committee, an Audit
Committee, a Compensation Committee and a Nominating Committee. The Executive
Committee is authorized to approve certain actions by the Company. The members
of the Executive Committee are Messrs. Hank Asher, Borman, Erlbaum and Hight.

The Audit Committee is charged with the responsibility of reviewing the
Company's accounting policies, practices and controls. The Audit Committee is
also responsible for making recommendations to the board of directors regarding
the selection of independent auditors, and for reviewing the results and scope
of audits and other services provided by the Company's independent auditors. The
members of the Audit Committee are Ms. Zalcberg and Messrs. Erlbaum and Hight.

31
<PAGE> 33

The Compensation Committee reviews the compensation policies of the Company
and acts as Plan Administrator of the Company's Amended and Restated Stock
Option Plan. The members of the Compensation Committee are Messrs. Charles
Asher, Hight and Langone.

The Nominating Committee identifies and reviews the qualifications of
candidates to serve on the board of directors. All nine members of the board
serve as members of the Nominating Committee.

COMPENSATION OF DIRECTORS

During 1996, the Company's directors did not receive any compensation for
serving as directors. In 1997, Directors who are employees of the Company
receive no compensation for serving on the board of directors. Non-employee
directors of the Company receive annual compensation of $16,000 and $1,000 for
each meeting of the board of directors attended, up to a maximum annual
compensation of $20,000. All directors will be reimbursed for expenses
associated with the attendance at the board of directors' meetings.

EXECUTIVE COMPENSATION

The following tables set forth compensation information concerning the
Chief Executive Officer of the Company at December 31, 1996 and the four other
most highly compensated executive officers of the Company for the fiscal year
ended December 31, 1996. For the periods presented in the summary compensation
table, Mr. Asher was compensated by DBT and the other four named executive
officers were compensated by Patlex.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
----------------------------
ANNUAL COMPENSATION OTHER SECURITIES
------------------------- ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION(2)
--------------------------- ---- -------- ------- --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Hank E. Asher................................. 1996 $110,000 $ 0 $ * 0 $ 0
President and Chief Executive Officer
Frank Borman.................................. 1996 145,000 0 * 0 7,569
Chairman of the Board, 1995 140,000 0 * 100,000 4,867
President of Patlex 1994 140,000 0 * 0 3,179
Richard Laitinen(3)........................... 1996 100,632 31,093 37,080 0 5,283
Vice President, Treasurer, 1995 93,042 19,384 16,864 20,000 5,862
and Chief Financial Officer 1994 90,332 15,055 15,808 0 1,575
J. Henry Muetterties.......................... 1996 113,923 35,199 53,202 0 5,393
Vice President, Secretary, 1995 105,330 21,944 19,091 20,000 4,249
and General Counsel 1994 102,262 17,044 17,896 0 1,464
Donald E. Shumate(3).......................... 1996 83,543 22,450 15,899 0 2,789
Vice President and 1995 77,242 12,874 13,517 10,000 5,450
Controller 1994 74,992 6,249 12,186 0 840
</TABLE>

- ---------------
* Value of perquisites and other personal benefits paid does not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus reported for
the executive officer.

(1) For fiscal year 1996, includes amounts contributed to Patlex's Deferred
Compensation Plan for Mr. Laitinen ($19,759), Mr. Muetterties ($22,368) and
Mr. Shumate ($15,899). This amount includes $17,321 paid to Mr. Laitinen and
$30,834 paid to Mr. Muetterties for certain costs in connection with
employment by Patlex and relocation to Las Vegas, Nevada.

(2) For fiscal year 1996, includes amounts received as company matching
contributions under Patlex's 401(k) savings plan by Mr. Borman ($4,400), Mr.
Laitinen ($4,297), Mr. Muetterties ($4,864) and Mr. Shumate ($1,614), and
amounts paid by Patlex for life insurance premiums for Mr. Borman ($3,169),
Mr. Laitinen ($986), Mr. Muetterties ($529) and Mr. Shumate ($1,175).

(3) Messrs. Laitinen and Shumate ceased being executive officers of the Company
on February 18, 1997.

32
<PAGE> 34

AGGREGATED OPTIONS EXERCISED IN THE FISCAL YEAR ENDED DECEMBER 31, 1996 AND
YEAR-END OPTION VALUES

The following table sets forth certain information with regard to the
aggregated options to purchase Company Common Stock exercised in the year ended
December 31, 1996 and the option values as of the end of that year for the Chief
Executive Officer and other named executive officers of the Company.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
OPTIONS/SAR'S IN-THE-MONEY
HELD AT FISCAL OPTIONS AT FISCAL
SHARES YEAR END(#) YEAR END($)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Hank E. Asher.............. -- -- -- -- -- --
Frank Borman............... -- -- 100,000 -- $2,500,000 --
Richard Laitinen(1)........ 20,000 $772,500 -- -- -- --
J. Henry Muetterties....... -- -- 20,000 -- $ 500,000 --
Donald E. Shumate(1)....... 10,000 $375,000 -- -- -- --
</TABLE>

- ---------------
(1) Messrs. Laitinen and Shumate ceased being executive officers of the Company
on February 18, 1997.

EMPLOYMENT AGREEMENTS

In March 1991, Patlex entered into an employment agreement with Mr. Borman,
which provided for an initial three-year term commencing on January 1, 1991 with
automatic one-year extensions on the anniversary of the commencement date,
unless either Patlex or Mr. Borman gives notice to the other that the term of
the agreement will not be extended. The employment agreement contains certain
restrictive covenants, including provisions relating to noncompetition,
nonsolicitation and the nondisclosure of proprietary information, during the
executive's employment with the Company and for specified periods thereafter.
The 1996 base compensation rate for Mr. Borman was $145,000.

During 1992, Patlex entered into employment agreements with Messrs.
Laitinen, Muetterties and Shumate. Each of the agreements has been extended
through December 1999. The current annual compensation rate for Messrs.
Laitinen, Muetterties and Shumate is $104,035, $117,775 and $86,368,
respectively, and each executive is entitled to a minimum annual bonus of
$10,000 and other incentive compensation. The employment agreements contain
certain restrictive covenants, including provisions relating to noncompetition,
nonsolicitation and the nondisclosure of proprietary information, during the
relevant executive's employment with the Company and for specified periods
thereafter.

STOCK OPTION PLAN

The Amended and Restated Stock Option Plan (the "Plan") provides for the
grant of options to purchase Common Stock to be made to employees, officers,
directors and independent contractors of the Company and its subsidiaries. The
purpose of the Plan is to recognize the contributions made to the Company by its
employees and certain consultants or advisors, to provide these individuals with
additional incentives to devote themselves to the Company's future success and
to improve the Company's ability to attract, retain and motivate individuals
upon whom the Company's sustained growth and financial success depend. The Plan
is also intended as an additional incentive to directors who are not employees
of the Company to serve on the Company's board of directors and to devote
themselves to the future success of the Company. A committee (the "Committee"),
consisting of not less than two persons appointed by the board of directors,
which persons may, but need not be, members of the Board or employees of the
Company, is responsible for administering the Plan. The Committee has the
authority to administer and interpret the Plan as well as the authority to
determine (i) the individuals to whom options are granted, (ii) the type, size
and terms of the options, (iii) the timing of grants and the duration of the
exercise period, and (iv) any other matters arising under the Plan.

33
<PAGE> 35

The board of directors has approved, subject to shareholder approval, an
amendment to the Plan to increase the number of authorized shares thereunder
from 900,000 to 1,500,000 shares available for granting options under the Plan.

The Plan provides for the grant of incentive stock options ("ISOs") and
nonqualified stock options ("NQSOs") to officers and employees (including
employees who are also directors) and key advisors, such as consultants,
independent contractors and principals of organizations involved with the
Company and its subsidiaries.

Under the Plan, the Committee has full discretion to determine the term,
exercisability (vesting) and price of options granted under the Plan. The
Committee also has the authority to accelerate exercisability (vesting) of
options granted under the Plan. The option price for ISOs, however, must be
equal to or greater than the "fair market value" of the stock on the date of
grant. NQSOs may be issued at a price that is greater than, equal to or less
than the fair market value. The Plan limits the minimum option price of NQSOs to
85% of the fair market value of the stock on the date of grant.

Upon a sale or exchange of assets, dissolution or liquidation, or merger or
consolidation where the Company does not survive, all outstanding options will
accelerate automatically unless comparable substitute options are granted or
cashouts provided. The Committee is responsible for determining the
comparability and its decision is final and binding. In the event of a sale or
exchange of assets, dissolution or liquidation, or merger or consolidation where
the Company does survive, the Committee may, in its sole discretion, elect to
accelerate the outstanding options.

34
<PAGE> 36

CERTAIN TRANSACTIONS

Invemed Associates, Inc. ("Invemed"), from time to time, has provided
financial advisory services to the Company, for which customary compensation has
been received. In connection with the September 1995 merger between AFG and
KeyCorp and the related spinoff of Patlex, Invemed provided certain financial
advisory services to AFG for which Invemed received fees of approximately
$2,470,000. Kenneth G. Langone, a director and shareholder of the Company, is
Chairman of the Board, Chief Executive Officer and President of Invemed, and is
the principal shareholder of Invemed's parent. In addition, Invemed is acting as
an Underwriter in connection with the Offering. See "Underwriting."

In November 1995, DBT extended a loan to Hank Asher, in return for an
unsecured demand note, bearing interest at 8%, payable to DBT in the amount of
$200,000 which was repaid in December 1996. In addition, during 1995, advances
totaling $54,100 were made to Mr. Asher, without interest, which were repaid in
January 1996.

On February 7, 1994, DBT entered into a debt and royalty agreement with a
consortium of seven individuals including Jack Hight. During 1995, Mr. Hight
became a shareholder and director of DBT. The agreement provided the financing
for DBT's entry into the Texas market. The agreement provided for a loan to DBT
of $200,000, which was repaid in 1995. The agreement also provided for DBT to
grant to the consortium a royalty to share in the revenues of the Texas
expansion up to $800,000, computed as 10% of specified revenues from Texas
operations. Through December 31, 1996, the Company had paid $59,900 relating to
such royalties.

Indar Corporation ("Indar"), a Florida corporation owned by Hank Asher,
provided management and other services to DBT under an agreement between Indar
and DBT from December 1994 until the agreement expired in November 1995. DBT
paid a total of $282,500 to Indar under the agreement.

In connection with the relocation to Las Vegas, Nevada, Patlex extended
bridge loans to Messrs. Laitinen and Shumate in the amounts of $75,000 and
$80,000, respectively. The loans bear interest at 8.25% and are due in full on
or before December 31, 1997. The interest payments are deducted weekly from the
salaries of Messrs. Laitinen and Shumate. Also in connection with its
relocation, Patlex sold its office facility situated in Las Cruces, New Mexico
to a limited liability company owned by the two sons of Frank Borman, Chairman
of the Board of the Company and President of Patlex. The sale was an arms-length
transaction based on an independent appraisal of the property in the amount of
$400,000.

35
<PAGE> 37

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth information with respect to beneficial
ownership of the Common Stock as of March 31, 1997 and as adjusted to reflect
the sale of the shares of Common Stock offered hereby (i) by each person who
beneficially owns more than 5% of the outstanding shares of the Common Stock,
(ii) by each of the Company's executive officers and directors, (iii) by each of
the Selling Shareholders, and (iv) by all of the executive officers and
directors of the Company as a group. Unless otherwise noted, each person named
in the table has sole voting and investment power as to shares shown.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES SHARES BENEFICIALLY
OWNED BEING OWNED
PRIOR TO OFFERING OFFERED AFTER OFFERING
-------------------- ------- --------------------
NAME NUMBER PERCENT NUMBER NUMBER PERCENT
---- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
Hank E. Asher(1)......................... 2,768,229 35.7% 361,174 2,407,055 27.5%
Charles A. Asher......................... 984,411 12.7 129,531 854,880 9.8
Frank Borman(2).......................... 114,200 1.5 10,257 103,943 1.2
Christiane Breton........................ 52,503 * 14,446 38,057 *
Gary E. Erlbaum(3)....................... 360,672 4.6 72,230 288,442 3.3
Jack Hight(4)............................ 135,001 1.7 36,115 98,886 1.1
Kenneth G. Langone(5).................... 935,000 11.9 935,000 10.6
Richard Laitinen......................... 15,157 * 15,157 *
Timothy M. Leonard....................... 0 0
J. Henry Muetterties(6).................. 24,910 * 24,910 *
Donald E. Shumate........................ 10,000 * 10,000 *
Thomas L. Simpson........................ 0 0
Eugene L. Step........................... 0 0
Sari Zalcberg............................ 52,493 * 16,247 36,246 *
All executive officers and directors as a
group (11 persons)(7).................. 5,374,916 66.4 625,554 4,749,362 52.2
</TABLE>

- ---------------
* Less than 1%

The address of each 5% shareholder is c/o Database Technologies, Inc., 100 E.
Sample Road, Suite 200, Pompano Beach, FL 33064.

(1) All of such shares are owned by Asher Investment Partners, a Delaware
general partnership, of which one general partner is Hank Asher,
individually, and the other general partner is Asher Holdings, Inc., a
Delaware corporation, of which Hank Asher is 100% shareholder.

(2) Includes 100,000 shares issuable upon exercise of presently exercisable
options.

(3) Includes (i) 21,933 shares owned by SPSP Corporation of which Mr. Erlbaum is
a director, President and 36.7% shareholder, (ii) 1,875 shares held by
trusts for which Mr. Erlbaum serves as trustee or co-trustee, (iii) 166,480
shares owned by Erlbaum Family L.P., of which Mr. Erlbaum is President of
the general partner, (iv) 1,890 shares owned by Mr. Erlbaum's son, and (v)
100,000 shares issuable upon exercise of presently exercisable options. SPSP
Corporation will be selling 7,223 shares, trusts for which Mr. Erlbaum
serves as trustee will be selling 48,019 shares and the Erlbaum Family L.P.
will be selling 16,988 shares.

(4) Includes (i) 5,000 shares owned by Mr. Hight's wife and (ii) 25,000 shares
issuable upon exercise of presently exercisable options.

(5) Includes 450,000 shares owned by Invemed Associates, Inc. and 100,000 shares
issuable upon exercise of presently exercisable options. Mr. Langone is
Chairman of the Board, Chief Executive Officer and President of Invemed and
the principal shareholder of Invemed's parent corporation.

(6) Includes 20,000 shares issuable upon exercise of presently exercisable
options.

(7) Includes 345,000 shares issuable upon exercise of presently exercisable
options.

36
<PAGE> 38

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 40,000,000 shares
of Common Stock, par value $.10 per share, and 5,000,000 shares of Preferred
Stock, par value $.10 per share. As of March 31, 1997, there were 7,750,818
shares of the Company's Common Stock outstanding held of record by 515 persons.
No shares of Preferred Stock have been issued and there is no present intention
to issue any shares of Preferred Stock.

COMMON STOCK

Holders of the Common Stock are entitled to receive, as, when and if
declared by the Board of Directors from time to time, such dividends and other
distributions in cash, stock or property of the Company out of assets or funds
of the Company legally available for such purposes subject to any dividend
preferences which may be attributable to any issued and outstanding preferred
stock. Holders of Common Stock are entitled to one vote for each share held of
record on all matters on which shareholders may vote, except with respect to the
election of directors in which case shareholders are entitled to multiply the
number of shares held of record by the number of directors to be elected and
distribute such number of votes for one or among two or more nominees.

There are no preemptive, conversion, redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock are fully
paid and non-assessable. In the event of the liquidation, dissolution or winding
up of the Company, holders of Common Stock are entitled to share ratably in the
assets available for distribution.

PREFERRED STOCK

The Company's board of directors, without further action by the
shareholders, is authorized to issue an aggregate of 5,000,000 shares of
Preferred Stock. No shares of Preferred Stock are outstanding and the Company
has no plans to issue a new series of Preferred Stock. The Company's board of
directors may, without shareholder approval, issue Preferred Stock with dividend
rates, redemption prices, preferences on liquidation or dissolution, conversion
rights, voting rights and any other preferences, each of which could adversely
affect the voting power of the holders of Common Stock. Issuance of Preferred
Stock, while providing desirable flexibility in connection with possible
acquisition or other corporate purposes, could have the effect of making it more
difficult for a third party to acquire, or of discouraging or delaying a third
party from acquiring, a majority of the outstanding stock of the Company.

PENNSYLVANIA LAW

The Company, in the Bylaws, has opted out of subchapters E, F, G, H, I and
J of Pennsylvania's Business Corporation Law (the "PBCL"). Generally, these
subchapters provide special protections against acquisitions of publicly-held
corporations subject to the Exchange Act.

CLASSIFIED BOARD OF DIRECTORS

The Company's Bylaws divide the Company's board of directors into three
classes, with regular three-year staggered terms and initial terms of three, two
and one years for each of Class I, Class II and Class III Directors,
respectively.

SHAREHOLDER ACTION BY WRITTEN CONSENT

The Bylaws provide that any action which may be taken at a meeting of the
shareholders may be taken without a meeting if (i) such action is authorized by
the unanimous written consent of all shareholders entitled to vote at a meeting
for such purposes, or (ii) such action is authorized by written consent of such
number of shareholders required by law who are entitled to vote thereon at a
meeting of the shareholders or of a class of shareholders.

37
<PAGE> 39

SPECIAL MEETINGS

The Bylaws provide that special meetings of shareholders of the Company may
be called only by the Company's board of directors or by the President. This
provision may make it more difficult for shareholders to take an action opposed
by the board.

AMENDMENTS TO THE BYLAWS

The Bylaws provide that the vote of a majority of all directors or the vote
of the majority of the outstanding stock entitled to vote is required to alter,
amend or repeal the Bylaws.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1741 of the PBCL provides the Company the power to indemnify any
officer or director acting in his or her capacity as a representative of the
Company who was or is a party or is threatened to be made a party to any action
or proceeding against expenses, judgments, penalties, fines and amounts paid in
settlement in connection with such action or proceeding whether the action was
instituted by a third party or arose by or in the right of the Company.
Generally, the only limitation on the ability of the Company to indemnify its
officers and directors is if the act violates a criminal statute or if the act
or failure to act is finally determined by a court to have constituted willful
misconduct or recklessness.

The Bylaws provide a right to indemnification to the full extent permitted
by law, for expenses (including attorney's fees), damages, punitive damages,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by any director or officer whether or not the indemnified
liability arises or arose from any threatened, pending or completed proceeding
by or in the right of the Company (a derivative action) by reason of the fact
that such director or officer is or was serving as a director, officer or
employee of the Company or, at the request of the Company, as a director,
officer, partner, fiduciary or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, unless the act
or failure to act giving rise to the claim for indemnification is finally
determined by a court to have constituted willful misconduct or recklessness.
The Bylaws provide for the advancement of expenses to an indemnified party upon
receipt of an undertaking by the party to repay those amounts if it is finally
determined that the indemnified party is not entitled to indemnification.

The Bylaws authorize the Company to take steps to ensure that all persons
entitled to the indemnification are properly indemnified, including, if the
Company's board of directors so determines, purchasing and maintaining
insurance.

TRANSFER AGENT

The transfer agent for the Company's Common Stock is LaSalle National
Trust, N.A., Chicago, Illinois.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have 8,750,818 shares of
Common Stock outstanding. Of these shares, the 1,640,000 shares of Common Stock
sold in the Offering and the remaining shares of the Company not held by
"affiliates" of the Company will be freely tradeable without restriction or
further registration under the Securities Act. Of the total outstanding shares
of Common Stock upon completion of the Offering, 4,724,452 shares (4,484,006
shares if the over-allotment option is exercised in full) are held by
"affiliates," as that term is defined in the Securities Act, and are therefore
subject to the limitations of Rule 144 of the Securities Act.

In general, under Rule 144 as currently in effect on the date hereof, a
person who has beneficially owned shares for at least one year, including an
"affiliate," as that term is defined in the Securities Act, is entitled to sell,
within any three-month period, a number of shares that does not exceed the
greater of (i) one percent of the then outstanding shares of Common Stock of the
Company (approximately 87,500 shares immediately following this Offering), or
(ii) the average weekly trading volume during the four calendar weeks preceding
filing of notice of

38
<PAGE> 40

such sale. Sales under Rule 144 are also subject to certain manner of sale
provisions, notice requirements and the availability of current public
information about the Company. A shareholder who is deemed not to have been an
"affiliate" of the Company at any time during the 90 days preceding a sale, and
who has beneficially owned restricted shares for at least three years, would be
entitled to sell such shares under Rule 144(k) without regard to the volume
limitations, manner of sale provisions or public information requirements.

The Company, its officers and directors, the Selling Shareholders and
certain other shareholders who, immediately following the consummation of the
Offering, will own in the aggregate shares of Common Stock and vested and
exercisable options to purchase an additional shares of Common Stock in
the aggregate have agreed not to offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file or cause to be filed with
the Securities and Exchange Commission (the "Commission") a registration
statement under the Securities Act relating to, any Common Stock or securities
or other rights convertible into or exchangeable or exercisable for any shares
of Common Stock or publicly disclose the intention to make any such offer, sale,
pledge, disposal or filing, without the prior written consent of Credit Suisse
First Boston Corporation, for a period of days after the date of this
Prospectus. See "Underwriting."

39
<PAGE> 41

UNDERWRITING

Upon the terms and subject to the conditions contained in an Underwriting
Agreement dated , 1997 (the "Underwriting Agreement"), the
underwriters named below (the "Underwriters"), for whom Credit Suisse First
Boston Corporation is acting as representative (the "Representative"), have
severally but not jointly agreed to purchase from the Company and the Selling
Shareholders the following respective numbers of shares of Common Stock:

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
----------- ---------
<S> <C>
Credit Suisse First Boston Corporation......................
Invemed Associates, Inc.....................................
---------
Total............................................. 1,640,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all the shares of Common Stock
offered hereby (other than those shares covered by the over-allotment option
described below) if any are purchased. The Underwriting Agreement provides that,
in the event of a default by an Underwriter, in certain circumstances the
purchase commitments of non-defaulting Underwriters may be increased or the
Underwriting Agreement may be terminated.

The Selling Shareholders have granted to the Underwriters an option,
expiring at the close of business on the 30th day after the date of this
Prospectus, to purchase up to 246,000 additional shares from the Selling
Shareholders at the public offering price, less the underwriting discount and
commissions, all as set forth on the cover page of this Prospectus. Such option
may be exercised only to cover over-allotments in the sale of the shares of
Common Stock offered hereby. To the extent such option is exercised, each
Underwriter will become obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional shares of Common Stock as
it was obligated to purchase pursuant to the Underwriting Agreement.

The Company and the Selling Shareholders have been advised by the
Representative that the Underwriters propose to offer shares of the Common Stock
to the public at the public offering price set forth on the cover page of this
Prospectus and, through the Representative, to certain dealers at such price
less a concession of $ per share, and the Underwriters and such dealers may
allow a discount of $ per share on sales to certain other dealers.

The Representative has informed the Company that it does not expect
discretionary sales by the Underwriters to exceed % of the shares being
offered hereby.

The Company, its officers and directors, the Selling Shareholders and
certain other shareholders who, immediately following the consummation of the
Offering, will own in the aggregate shares of Common Stock and vested
and exercisable options to purchase an additional shares of Common
Stock in the aggregate have agreed not to offer, sell, contract to sell, pledge
or otherwise dispose of, directly or indirectly, or file or cause to be filed
with the Commission a registration statement under the Securities Act relating
to, any shares of the Common Stock or securities or other rights convertible
into or exchangeable or exercisable for any shares of Common Stock or publicly
disclose the intention to make any such offer, sale, pledge, disposal or filing,
without the prior written consent of the Representative, for a period of
days after the date of this Prospectus.

The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including civil liabilities under the
Securities Act, or to contribute to payments that the Underwriters may be
required to make in respect thereof.

The Underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation M
under the Exchange Act. Over-allotment involves sales in excess of the offering
size, which creates a short position for the Underwriters. Stabilizing
transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Covering transactions
involve purchases of shares of Common Stock in the open market after the
distribution has been completed in order to cover short positions. Penalty bids
permit the Underwriters to reclaim a selling

40
<PAGE> 42

concession from a dealer when the shares of Common Stock originally sold by such
dealer are purchased in a covering transaction to cover short positions. Such
stabilizing transactions, covering transactions and penalty bids may cause the
price of the shares of Common Stock to be higher than they would otherwise be in
the absence of such transactions.

Invemed has provided financial advisory services to the Company in the
past, for which customary compensation has been received. Kenneth G. Langone, a
director and shareholder of the Company, is Chairman of the Board, Chief
Executive Officer and President of Invemed and is the principal shareholder of
Invemed's parent. Invemed is a shareholder of the Company. See "Principal and
Selling Shareholders" and "Certain Transactions."

Credit Suisse First Boston Corporation has provided financial advisory
services to the Company in the past, including certain financial advisory
services to Patlex in connection with the Reorganization, for which customary
compensation has been received.

41
<PAGE> 43

NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the Common Stock in Canada is being made only on a
private placement basis exempt from the requirement that the Company prepare and
file a prospectus with the securities regulatory authorities in each province
where trades of the Common Stock are effected. Accordingly, any resale of the
Common Stock in Canada must be made in accordance with applicable securities
laws which will vary depending on the relevant jurisdiction, and which may
require resales to be made in accordance with available statutory exemptions or
pursuant to a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek legal advice
prior to any resale of the Common Stock.

REPRESENTATIONS OF PURCHASERS

Each purchaser of Common Stock in Canada who receives a purchase
confirmation will be deemed to represent to the Company and the Selling
Shareholders and the dealer from whom such purchase confirmation is received
that (i) such purchaser is entitled under applicable provincial securities laws
to purchase such Common Stock without the benefit of a prospectus qualified
under such securities laws, (ii) where required by law, such purchaser is
purchasing as principal and not as agent, and (iii) such purchaser has reviewed
the text above under "Resale Restrictions."

RIGHTS OF ACTION (ONTARIO PURCHASERS)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws. Following a
decision of the U.S. Supreme Court, it is possible that Ontario purchasers will
not be able to rely upon the remedies set out in Section 12(2) of the United
States Securities Act of 1933 where securities are being offered under a U.S.
private placement memorandum such as this document.

ENFORCEMENT OF LEGAL RIGHTS

All of the issuers' directors and officers, as well as the experts named
herein and the Selling Shareholders, may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or such persons. All or a substantial
portion of the assets of the issuer and such persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or such persons in Canada or to enforce a judgment obtained in
Canadian courts against such issuer or persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of Common Stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
Common Stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order #95/17, a copy of which may be obtained from the Company. Only one such
report must be filed in respect of Common Stock acquired on the same date and
under the same prospectus exemption.

TAXATION AND ELIGIBILITY FOR INVESTMENT

Canadian purchasers of Common Stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the Common
Stock in their particular circumstances and with respect to the eligibility of
the Common Stock for investment by the purchaser under relevant Canadian
legislation.

42
<PAGE> 44

EXPERTS

The consolidated balance sheets of the Company as of December 31, 1996 and
1995 and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the years ended December 31, 1996 and
December 31, 1995, included in this Prospectus and the related financial
statement schedule incorporated by reference in the Registration Statement have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing herein and incorporated by reference in the Registration
Statement, and are included and incorporated by reference in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing.

The statements of operations, changes in stockholders' equity and cash
flows of the Company for the year ended December 31, 1994, included in this
Prospectus, and the related financial statement schedule incorporated by
reference in the Registration Statement, have been audited by Ahearn, Jasco +
Company, P.A., independent auditors, as stated in their reports appearing herein
and incorporated by reference in the Registration Statement, and are included
and incorporated by reference in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.

The financial statements of Patlex as of June 30, 1996, 1995 and 1994, and
for the years then ended incorporated by reference in this Prospectus have been
audited by Ernst & Young LLP, independent auditors, as stated in their reports
appearing therein and incorporated herein by reference. Such financial
statements are incorporated by reference herein in reliance upon such reports
given upon authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Certain
legal matters in connection with the Offering will be passed upon for the
Underwriters by Dewey Ballantine, New York, New York.

ADDITIONAL INFORMATION

The Company is subject to the information requirements of the Exchange Act,
and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at its regional offices
located at 7 World Trade Center, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Company's Common Stock is quoted on The Nasdaq National
Market. Reports, proxy statements and other information concerning the Company
can be inspected at the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006. The Commission maintains a web site that
contains all information filed electronically by the Company. The address of the
Commission's web site is http://www.sec.gov.

This Prospectus constitutes a part of a registration statement on Form S-3
(herein, together with all amendments and exhibits thereto, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act, with respect to the securities offered hereby. This Prospectus
does not contain all the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. Reference is hereby made to the Registration Statement and to
the exhibits thereto for further information with respect to the Company and the
securities offered hereby. Copies of the Registration Statement and the exhibits
thereto are on file at the offices of the Commission and may be obtained upon
payment of the prescribed fee or may be examined without charge at the public
reference facilities of the Commission described above. Statements contained
herein concerning the

43
<PAGE> 45

provisions of documents are necessarily summaries of such documents, and each
statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission (File No.
0-9111) are incorporated by reference in this Prospectus:

(1) Annual Report on Form 10-K for the year ended December 31, 1996.

(2) The financial statements of Patlex as of June 30, 1994 and 1995
and for the fiscal years then ended included in the Registration Statement
on Form S-4 (No. 333-2000).

(3) The financial statements of Patlex as of June 30, 1995 and 1996
and for the fiscal years then ended included in the Current Report on Form
8-K/A-1 filed November 4, 1996.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
into this Prospectus.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. These documents (not including exhibits to the
documents incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that the Prospectus incorporates)
are available without charge to each person to whom a Prospectus is delivered
upon written or oral request. Requests should be directed to DBT Online, Inc.,
c/o J. Henry Muetterties, 5550 West Flamingo Road, Suite B-5, Las Vegas, Nevada
89103.

44
<PAGE> 46

DBT ONLINE, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page
----

<S> <C>
Report of Deloitte & Touche LLP, Independent Auditors.............................................F-2

Report of Ahearn, Jasco + Company, P.A., Independent Auditors.....................................F-3

Consolidated Balance Sheets at December 31, 1996 and 1995.........................................F-4

Consolidated Statements of Operations for the years ended December 31, 1996, 1995 and 1994........F-5

Consolidated Statements of Changes in Stockholders' Equity for the years ended
December 31, 1996, 1995 and 1994..................................................................F-6

Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994..................................................................F-7

Notes to Consolidated Financial Statements........................................................F-8

</TABLE>

F-1
<PAGE> 47

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of DBT Online, Inc. and subsidiaries:

We have audited the accompanying consolidated balance sheets of DBT Online, Inc.
(the "Company") and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for the years then ended. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of DBT Online, Inc. and subsidiaries
as of December 31, 1996 and 1995, and the results of their operations and their
cash flows for the years then ended in conformity with generally accepted
accounting principles.

DELOITTE & TOUCHE LLP
Certified Public Accountants

Fort Lauderdale, Florida
March 26, 1997

F-2
<PAGE> 48

INDEPENDENT AUDITORS' REPORT

To the Stockholders of Database Technologies, Inc.:

We have audited the statements of operations, changes in stockholders' equity,
and cash flows of Database Technologies, Inc. (the "Company") for the year ended
December 31, 1994. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the Company's results of operations and cash flows for
the year ended December 31, 1994 in conformity with generally accepted
accounting principles.

AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants

Pompano Beach, Florida
January 20, 1995

F-3
<PAGE> 49

DBT ONLINE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
At December 31,
ASSETS 1996 1995
---- ----
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 6,965,600 $ 1,642,700
Accounts receivable, less allowance: 1996 - $250,000;
1995 - $17,500 2,397,600 839,400
Due from principal shareholder -- 200,000
Prepaid expenses and other current assets 375,100 253,900
------------ -----------

Total current assets 9,738,300 2,936,000

Property and equipment, net 6,064,300 3,128,700

Patents, less amortization: 1996 - $622,300 13,220,500 --
Other assets 532,900 492,500
------------ -----------

TOTAL ASSETS $ 29,556,000 $ 6,557,200
============ ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 1,653,200 $ 968,500
Current portion of long-term debt 1,415,500 1,010,300
Bank line-of-credit 200,000 100,000
Due to other patent interest holders 1,411,300 --
Income taxes payable 618,200 --
Customer deposits 322,300 207,300
Deferred income taxes -- 141,400
------------ -----------
Total current liabilities 5,620,500 2,427,500
------------ -----------

LONG-TERM DEBT, less current portion 1,365,800 1,531,300
DEFERRED INCOME TAXES 4,339,200 --

STOCKHOLDERS' EQUITY:
Preferred stock, $.10 par value. 5,000,000 shares
authorized; no shares issued or outstanding

Common stock, 40,000,000 shares authorized; 7,723,806 shares
$.10 par value and 5,127,624 shares $.001 par value issued
and outstanding at December 31, 1996 and 1995, respectively. 772,400 5,100
Additional paid-in capital 18,212,700 3,867,300
Accumulated deficit (754,600) (1,274,000)
------------ -----------

Total Stockholders' equity 18,230,500 2,598,400
------------ -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 29,556,000 $ 6,557,200
============ ===========
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 50
DBT ONLINE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Revenues $ 16,321,300 $ 8,076,300 $ 2,751,100
Patent royalties 2,382,000 -- --
------------ ----------- -----------

Total revenues and royalties 18,703,300 8,076,300 2,751,100
------------ ----------- -----------

Cost of revenues 8,996,300 3,372,300 856,200
Selling and promotion 1,930,400 1,025,700 287,100
Research and development 2,052,300 1,017,000 552,700
General and administrative 4,814,800 1,908,100 609,900
Loss on IRB transaction -- 1,660,100 --
------------ ----------- -----------

Total expenses 17,793,800 8,983,200 2,305,900
------------ ----------- -----------

Income (loss) from operations 909,500 (906,900) 445,200

Interest expense, net (159,100) (76,100) (15,400)
------------ ----------- -----------

Income (loss) before income taxes 750,400 (983,000) 429,800

Provision for income taxes 231,000 208,700 --
------------ ----------- -----------

Net income (loss) $ 519,400 $(1,191,700) $ 429,800
============ =========== ===========

Net income (loss) per common share $ 0.08 $ (0.27) $ 0.11
============ =========== ===========

Weighted average shares outstanding 6,177,300 4,417,800 3,937,600
============ =========== ===========

Pro Forma:
Provision for income taxes $ 247,600 $ 122,300
=========== ===========

Net income (loss) $(1,230,600) $ 307,500
=========== ===========

Net income (loss) per common share $ (0.28) $ 0.08
=========== ===========
</TABLE>

See notes to consolidated financial statements.

F-5

<PAGE> 51
DBT ONLINE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Common Stock
--------------------- Additional Retained
Number of Paid-In Earnings
of Shares Par Value Capital (Deficit) Total
--------- --------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
BALANCE at January 1, 1994 3,937,645 $ 3,900 $ 78,600 $ 56,000 $ 138,500

S Corporation distributions -- -- -- (16,000) (16,000)

Net income -- -- -- 429,800 429,800
---------- -------- ----------- ------------ ------------

BALANCE at December 31, 1994 3,937,645 3,900 78,600 469,800 552,300

S Corporation distributions -- -- -- (117,400) (117,400)

Record distribution payable and other
adjustments upon S Corporation
termination -- -- 230,700 (434,700) (204,000)

Stock issued for acquisition of
assets, net 192,551 200 485,500 -- 485,700

Issuance of common stock for cash 997,428 1,000 3,072,500 -- 3,073,500

Net loss -- -- -- (1,191,700) (1,191,700)
---------- -------- ----------- ------------ ------------

BALANCE at December 31, 1995 5,127,624 5,100 3,867,300 (1,274,000) 2,598,400

Adjustment for change in par value 507,700 (507,700)

Stock issued for acquisition 2,565,851 256,600 14,491,700 14,748,300

Exercise of stock options 30,331 3,000 140,000 143,000

Stock options issued for services,
net of income taxes -- -- 221,400 -- 221,400

Net income -- -- -- 519,400 519,400
---------- -------- ----------- ------------ ------------

BALANCE at December 31, 1996 7,723,806 $772,400 $18,212,700 $ (754,600) $ 18,230,500
========== ======== =========== ============ ============
</TABLE>

See notes to consolidated financial statements.

F-6

<PAGE> 52
DBT ONLINE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 519,400 $(1,191,700) $ 429,800
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 3,016,500 941,900 244,800
Deferred taxes (536,000) 141,400 --
Stock options issued for services 355,000 -- --
Loss on IRB transaction -- 1,660,100 --
Changes in operating assets and liabilities
(net of effect of acquisition in 1996):
Accounts receivable and other receivables (922,000) (789,300) (240,100)
Prepaid insurance and expenses (69,600) (143,900) (32,700)
Accounts payable and accrued liabilities (126,700) 752,900 189,500
Due to other patent interest holders 120,800 -- --
Income taxes payable (996,200) -- --
Customer deposits 115,000 135,500 61,500
----------- ----------- -----------
Net cash provided by operating activities 1,476,200 1,506,900 652,800

CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment purchased (5,300,700) (3,115,600) (961,200)
IRB transaction -- (1,373,000) --
Cash acquired in acquisition 8,505,100 -- --
Increase in deposits, and other (40,400) (240,900) (116,000)
----------- ----------- -----------
Net cash used in investing activities 3,164,000 (4,729,500) (1,077,200)

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock -- 3,073,500 100
Net change in bank line-of-credit 100,000 100,000 --
Exercise of stock options 143,000 -- --
Proceeds from long-term debt borrowings 1,500,000 2,364,000 775,000
Repayments on long-term debt (1,260,300) (507,100) (101,300)
Repayment of note payable, shareholder and other 200,000 -- (77,400)
S Corporation distributions -- (321,400) (16,000)
----------- ----------- -----------
Net cash provided by financing activities 682,700 4,709,000 580,400
----------- ----------- -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS 5,322,900 1,486,400 156,000

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,642,700 156,300 300
----------- ----------- -----------

CASH AND CASH EQUIVALENTS AT END OF YEAR $ 6,965,600 $ 1,642,700 $ 156,300
=========== =========== ===========
</TABLE>

See notes to consolidated financial statements.

F-7

<PAGE> 53
DBT ONLINE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DBT Online, Inc. (the "Company"), through its Database Technologies, Inc.
("DBT") subsidiary is engaged principally in the electronic information
retrieval industry which provides on-line, real-time access to public records.
The Company, through its Patlex Corporation ("Patlex") subsidiary, is involved
in the patent enforcement and exploitation business whereby the Company collects
royalty fees from a group of laser patents. The Company is a holding company
created in connection with a merger consummated on August 20, 1996 that was
treated as a purchase by DBT of Patlex (a reverse acquisition) and a
recapitalization of DBT.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries.
All significant intercompany accounts and transactions are eliminated.

USE OF ESTIMATES - The preparation of consolidated financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and the accompanying
notes. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
investments with an original maturity of three months or less to be
cash equivalents.

PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost and
depreciated using accelerated methods over the estimated useful lives
of the assets. Useful lives range from five to seven years.
Expenditures for routine maintenance and repairs are charged to expense
as incurred.

PATENTS - The patent costs are amortized on a straight-line basis over
the remaining lives of the patents.

REVENUE RECOGNITION - The Company recognizes revenue at the time of
customer access. Accounts receivable are primarily with law enforcement
agencies, insurance companies, and similar users of public records.
Patent royalties are recognized pursuant to license agreements that
require the licensees to periodically report activity to the Company.
The Company's customers are numerous and spread over a wide geographic
area. As such, the Company believes that it does not have an abnormal
concentration of credit risk within any one market or any one
geographic area.

RESEARCH AND DEVELOPMENT COSTS - Costs for research and development
activities are expensed as incurred and aggregated $2,052,300,
$1,017,000 and $552,700 for years ended December 31, 1996, 1995 and
1994, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts of cash
and cash equivalents, accounts receivable and accounts payable
approximates fair value due to their short-term nature. The carrying
amount of long-term debt approximates fair value due to its stated
interest rate approximating a market rate.

NET INCOME (LOSS) PER COMMON SHARE - Net income (loss) per common share
is determined by dividing net income by the weighted average shares
outstanding. The weighted average shares outstanding include the effect
of stock options, if dilutive.

RECLASSIFICATIONS - Certain 1994 and 1995 amounts were reclassified to
conform with the 1996 presentation.

F-8

<PAGE> 54
NEW ACCOUNTING PRONOUNCEMENTS - The Company adopted the provisions of
Statement of Financial Accounting Standards No. 121 ("SFAS No. 121"),
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of, in 1996. The effects of adopting SFAS No. 121
were not material in relation to the Company's financial statements.

In accordance with SFAS No. 121, management reviews long-lived assets
for possible impairment whenever events or circumstances indicate that
the carrying amount of an asset may not be recoverable. If there is an
indication of impairment, management prepares an estimate of future
cash flows (undiscounted and without interest charges) expected to
result from the use of the asset and its eventual disposition. If these
cash flows are less than the carrying amount of the asset, an
impairment loss is recognized to write down the asset to its estimated
fair value. Assets, if any, for which management has committed to a
plan to dispose of the assets, whether by sale or abandonment, are
reported at the lower of carrying amount or fair value less cost to
sell. Preparation of estimated expected future cash flows is inherently
subjective and is based on management's best estimate of assumptions
concerning future conditions.

The Company adopted the provisions of Statement of Financial Accounting
Standard No. 123 ("SFAS No. 123"), Accounting for Stock-Based
Compensation, in 1996 (See Note 11).

2. ACQUISITION

On August 20, 1996, the former shareholders of Patlex approved a plan
of reorganization pursuant to which the Company was reorganized into a
holding company structure and each share of Patlex was converted into a
share of the Company. Also on August 20, 1996, a wholly-owned
subsidiary of the Company merged with Database Technologies, Inc.
Pursuant to the terms of the merger and reorganization, the former
shareholders of Patlex own approximately 33.2% of the Company and the
former owners of Database Technologies, Inc. own 66.8% of the Company,
based on the shares and options outstanding at August 20, 1996. For
accounting purposes, the transaction is treated as a purchase of Patlex
with DBT as the accounting acquirer.

The purchase price was determined based on the 2,947,714 shares of
Company common stock and stock options issued (based on the number of
shares of Patlex common stock and options to purchase Patlex common
stock outstanding immediately prior to the merger, as prescribed by the
merger agreement) which were valued at $14,060,000 together with
transaction costs of $689,000 and has been allocated to Patlex's assets
and liabilities based upon their estimated fair values at August 20,
1996. A summary of such allocation follows:

<TABLE>
<S> <C>
Current Assets, including cash of $8,505,100 $ 8,966,000
Investment in Patents 13,844,000
Other Assets 27,000
Current Liabilities (3,715,000)
Other Liabilities (4,373,000)
-----------

Total purchase price $14,749,000
===========
</TABLE>

As a consequence of this transaction, the consolidated financial
statements include the results of operations for Patlex for the period
from August 20, 1996, forward.

If the merger and reorganization had been completed on January 1, 1995,
pro forma results for the years ended December 31, 1996 and 1995 would
be as follows (the pro forma information is not necessarily indicative
of the consolidated results of operations that would have occurred had
the merger and reorganization been completed as of January 1, 1995):

F-9

<PAGE> 55
<TABLE>
<CAPTION>
Pro forma (Unaudited)
Year Ended December 31,
1996 1995
---- ----
<S> <C> <C>
Revenue $24,017,300 $15,094,300
Net Income $ 2,688,200 $ 801,300
Net Income Per Common Share $ 0.34 $ 0.11
</TABLE>

3. PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following:

<TABLE>
<CAPTION>
At December 31,
1996 1995
---- ----
<S> <C> <C>
Computer equipment $9,041,800 $3,999,500
Office furniture and equipment 442,500 232,000
Leasehold improvement 169,500 76,200
---------- ----------

Total cost 9,653,800 4,307,700

Less: Accumulated depreciation (3,589,500) (1,179,000)
---------- ----------

Property and equipment, net $6,064,300 $3,128,700
========== ==========
</TABLE>

Depreciation expense was $2,394,200, $885,200 and $236,200 for the
years ended December 31, 1996, 1995 and 1994, respectively.

4. PATENTS

Patlex owns a 64% income interest in laser patent revenue relating to
certain patents relating to laser technology. The most commercially
significant of the Laser Patents is the Gas Discharge Laser Patent
(U.S. Patent No. 4,704,583), which covers gas discharge lasers. In
addition, the Laser Patents consist of the Brewster Angle Window Patent
(U.S. Patent No. 4,746,201), which involves the use of an optical
system including optical elements to polarize light. The Gas Discharge
Laser Patent expires in November 2004 and the Brewster Angle Window
Patent expires in May 2005. Upon the expiration of the applicable
patent, Patlex loses its right to exclude others from exploiting the
inventions claimed therein and, accordingly, the obligation of third
parties to make royalty payments to Patlex will cease.

5. LINE-OF-CREDIT AND DEBT

The Company has a $600,000 revolving line-of-credit with a commercial
bank, bearing interest at a rate of 1% over prime (8.25% and 9.50% at
December 31, 1996 and 1995, respectively) and expiring March 31, 1997.
The line-of-credit is secured by substantially all assets of DBT and is
personally guaranteed by the principal shareholder of the Company.
Outstanding borrowings on the line-of-credit were $200,000 and $100,000
at

F-10

<PAGE> 56
December 31, 1996 and 1995, respectively.

Debt consists of the following:

<TABLE>
<CAPTION>
At December 31,
1996 1995
---- ----
<S> <C> <C>
Note payable to a commercial bank with monthly
principal installments of $7,680 plus interest at 7.65% at
December 31, 1996. The note matures in November 1997. $ 84,400 $ 176,600

Note payable to a commercial bank with monthly
principal installments of $6,944 plus interest at 7.65% at
December 31, 1996. The note matures in November 1997. 76,400 159,700

Note payable to a commercial bank with monthly
principal installments of $27,778 plus interest at 7.74%
at December 31, 1996. The note matures in July 1998. 527,800 861,100

Note payable to a commercial bank with monthly
principal installments of $41,667 plus interest at 7.95%
at December 31, 1996. The note matures in June 1999. 1,250,000 0

Note payable to a commercial bank with monthly
principal installments of $35,111 plus interest at
7.85% at December 31, 1996. The note matures in
December 1998. 842,700 1,264,000

Note payable to a consortium of individuals, which is non-
interest bearing. The note was paid off in 1996. 0 80,200
---------- ----------

Total debt 2,781,300 2,541,600

Less: current portion 1,415,500 1,010,300
---------- ----------

Long-term portion $1,365,800 $1,531,300
========== ==========
</TABLE>

All debt with the commercial bank was personally guaranteed by the
principal shareholder of the Company and secured by substantially all
assets of the Company. In addition, the Company must maintain certain
financial ratios and comply with specified covenants.

Subsequent to December 31, 1996, the Company paid off its
line-of-credit and all of its long-term debt. In addition, the
line-of-credit is no longer guaranteed by the principal shareholder of
the Company.

F-11

<PAGE> 57
6. STOCKHOLDERS' EQUITY

In connection with the acquisition of Patlex, the Company issued to the
former DBT shareholders 2.95 shares of its common stock for each DBT
common share. This exchange was accounted for as a stock split and,
accordingly, all share information presented in the accompanying
financial statements has been restated. In addition, the par value of
the Company's common stock issued in connection with the merger and
reorganization was increased to $0.10 from the $.001 par value of DBT's
common stock.

7. INCOME TAXES

Significant components of the provision for income taxes are as
follows:

<TABLE>
<CAPTION>
Year ended December 31,
1996 1995
<S> <C> <C>
Current:
Federal $ 667,000 $ 61,000

State 100,000 6,300
--------- ---------
767,000 67,300

Deferred:
Federal (492,700) (9,300)

State (43,300) (4,500)
Deferred tax liability established
July 1, 1995 155,200
--------- ---------
(536,000) 141,400
--------- ---------

Provision for income taxes $ 231,000 $ 208,700
========= =========
</TABLE>

Included in the 1995 provision is $155,200 in deferred income taxes
established resulting from the termination of the S Corporation
election. There was no provision for income tax in 1994 due to the
Company's S Corporation status.

Deferred income taxes reflect the net income tax effects of temporary
differences between the carrying amounts of assets and the liabilities
for financial reporting purposes and the amounts used for income tax
purposes. Annual changes in these temporary differences constitute the
principal reconciling items between pretax accounting income and
taxable income. Significant components of the Company's deferred tax
liabilities and assets as of December 31, 1996 and 1995 are as follows:

<TABLE>
<S> <C> <C>
Deferred tax liabilities: 1996 1995
---- ----
Patents $4,503,400
Cash basis accounting 102,400 $157,900
Purchased data 102,400 108,300
---------- --------
4,708,200 266,200

Deferred tax assets:
Depreciation 171,500 124,800
Research and development tax credits 110,000
IRB loss carryforward 196,000
</TABLE>

F-12

<PAGE> 58
<TABLE>
<S> <C> <C>
Reserves and other 87,500
---------- --------
565,000 124,800
Valuation allowance (196,000)
---------- --------
Net deferred income tax liability $4,339,200 $141,400
========== ========
</TABLE>

DBT has a capital loss carryover of approximately $700,000 for tax
purposes, which expires in 2000. This loss results from the IRB
transaction. The related deferred tax asset has been completely offset
by a valuation allowance, as it is more likely than not that this asset
will not be realized prior to its expiration.

The reconciliation of income tax computed at the federal statutory rate
to income tax expense is as follows:

<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995
---- ----
<S> <C> <C>
Federal statutory rate 34% (34)%

Non deductible merger expenses 7 --
Loss on IRB transaction -- 61
Research and development tax credit (15) --
Income taxed as an S corporation
through July 1, 1995 -- (21)
Effect of change in tax status from
S corporation -- 17

State income taxes, net of federal
income tax benefit 6 (2)
--- ---
32% 21 %
=== ===
</TABLE>

The Company paid income taxes of $1,809,202 and $16,500 in 1996 and
1995, respectively. No income taxes were paid in 1994.

8. DUE FROM PRINCIPAL SHAREHOLDER

During 1995, the Company lent $200,000 to its principal shareholder.
The loan was unsecured, bearing interest at prime and was repaid in
1996.

9. IRB TRANSACTION

Effective July 1, 1995, the Company purchased for cash and stock all of
the outstanding shares of common stock of International Research
Bureau, Inc. ("IRB"). Subsequent to the acquisition, the Company
reevaluated the future potential of IRB's core document retrieval
business and concluded that IRB's assets, other than its on-line
customer list, had no future value. Factors which led the Company's
management to this evaluation included the conclusions that the
Company's technology was superior to IRB's and that IRB's data was
duplicative of data which the Company already possessed. On December
13, 1995, IRB's shares were transferred back to the original owners of
IRB in exchange for DBT common stock. Because the Company's
ownership of IRB was temporary, DBT has accounted for its investment in
IRB using the equity method.

F-13
<PAGE> 59
As a result of these transactions, the Company acquired IRB's customer
list for its on-line business and a covenant not to compete. The assets
of the Company given up included cash of $1,000,000; common stock
valued at $485,700 (after accounting for the returned shares); and
investments in the operations of IRB and other costs totaling $373,000.
Management's estimate of the fair value of the acquired assets,
totaling $198,600, was recorded on DBT's balance sheet, and the
remainder of the costs incurred were charged to operations.

10. COMMITMENTS AND CONTINGENCIES

Litigation

The Company may be involved in litigation from time to time in the
ordinary course of its business. DBT is not currently involved in any
litigation, or to its knowledge, is any material litigation currently
threatened.

Due to the nature of Patlex's business, and especially its involvement
in the enforcement of patent rights, Patlex is from time to time
involved in litigation with alleged infringers of the Laser Patents.
Patlex regards all such lawsuits as occurring in the ordinary course of
business. Furthermore, as a result of the involvement of the United
States Patent and Trademark Office in granting and denying patent
applications and in conducting reexaminations of patents, Patlex has in
the past been required to prosecute appeals to the United States
District Court from Patent and Trademark Office rulings adverse to
Patlex's interest. No such appeals are pending at this time and Patlex
does not anticipate such appeals will be necessary in the future with
regard to the Laser Patents. In connection with suits filed against
alleged patent infringers to enforce a patent, defendants often file
counterclaims seeking payment by the plaintiffs of any damages suffered
by the defendants on account of the lawsuit and reimbursement by the
plaintiffs of the defendant's costs and attorney's fees. While such
counterclaims have been filed against Patlex, to date Patlex has not
incurred liability with regard to such counterclaims. Patlex may also
be required to file suits to enforce collection and compliance under
its patent license agreements with its current licensees.

In November 1994, REFAC Financial Corporation ("REFAC") instituted a
civil action in the United States District Court, Eastern District of
Pennsylvania, alleging that Patlex improperly calculated the royalties
due REFAC. On February 28, 1996, a special verdict adverse to Patlex
was returned. Post-trial motions were denied, and judgment in the total
amount of $192,780.76 was entered on July 10, 1996. The Company
appealed the decision to the United States Court of Appeals for the
Third Circuit which affirmed the United States District Court's
decision on March 27, 1997. Patlex has accrued the amount of the REFAC
judgment plus interest through December 31, 1996.

Royalty Agreement

On February 7, 1994, a debt and royalty agreement was entered into with
a consortium of seven individuals. During 1995, one of these seven
became a shareholder and director of DBT. The agreement provided the
financing necessary for DBT to enter the Texas market with its database
services. The agreement provided for a loan to DBT in February 1994 of
$200,000 which was repaid in 1995 and a royalty agreement to share in
the revenues of the Texas expansion up to $800,000, computed as 10% of
specified revenues from Texas operations. Through December 31, 1996,
the Company had paid $59,900 relating to such royalties.

Employment Agreements

In March 1991, Patlex entered into an employment agreement with its
chairman, Mr. Borman, effective January 1, 1991. The agreement provides
for minimum annual compensation of $145,000 and provides for an
initial three-year employment period which is automatically extended
for an additional year on its anniversary date unless the Company
notifies him it does not wish to extend the term of the agreement.

F-14
<PAGE> 60

Patlex has entered into employment agreements with its chief financial
officer, controller and vice-president/general counsel which have been
extended through December 31, 1999 and provided for a base compensation
in 1996 of $103,000, $111,000, and $84,000, respectively, plus bonuses
and other incentive compensation.

Leases

The Company leases all of its office space under agreements expiring on
various dates through 2001. Certain of these leases contain three-year
renewal options.

Future minimum payments under operating leases that have
non-cancelable terms in excess of one year are as follows:

<TABLE>
<CAPTION>
Years ending December 31,
<S> <C>
1997 $305,700

1998 210,900

1999 63,700

2000 52,800

2001 26,400
--------

Total $659,500
========
</TABLE>

Rent expense was $327,700, $284,700 and $62,500, respectively, for the
years ended December 31, 1996, 1995, and 1994.

11. STOCK OPTIONS

The Company has incentive and non-qualified stock option plans for
directors and key employees and has 900,000 shares of Common Stock
reserved for issuance under these plans. The incentive and
non-qualified options become exercisable as determined by the Board of
Directors and have a term of ten years.

Option activity is summarized as follows:

<TABLE>
<CAPTION>
Weighted Average
Number Exercise Price
of Shares per Share
==========================================================================
<S> <C> <C>
Acquired in connection with the
acquisition and reorganization 350,000 $ 4.75
Granted 516,000 40.00
Exercised (30,000) 4.75
Canceled (11,000) 40.00
==========================================================================
Outstanding at December 31, 1996 320,000 $ 4.75
505,000 40.00
Exercisable at December 31, 1996 320,000 $ 4.75
45,000 40.00

</TABLE>

The options with a $4.75 exercise price have a remaining contractual
life of 8.8 years and those with a $40 exercise price have a remaining
contractual life of 9.6 years.

F-15

<PAGE> 61
In addition, there are 31,978 options outstanding (all exercisable) for
which no consideration will accrue to the Company. Of those
outstanding, 332 options were exercised in 1996.

The Company accounts for stock options issued to employees in
accordance with Accounting Principles Board Opinion No. 25 ("APB No.
25"), Accounting for Stock Issued to Employees. The Company's employee
stock options are issued with exercise prices which equal the market
price of the Company's common stock on the date of grant and,
consequently, no compensation expense is recognized.

SFAS No. 123 requires entities that account for awards for stock-based
compensation to employees in accordance with APB No. 25 to present pro
forma disclosures of net income and earnings per share as if
compensation cost was measured at the date of grant based on the fair
value of the award. The fair value for these options was estimated at
the date of grant using a Black-Scholes option pricing model with the
following weighted-average assumptions for 1996: a risk-free interest
rate of 6.5%, no dividend yield, a volatility factor of the expected
market price of the Company's common stock of 47% and a
weighted-average expected life of the option of 6 years. The fair
value per option is approximately $20 at December 31, 1996.

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option
valuation models require the input of highly subjective assumptions
including the expected stock price volatility. Because the Company's
employee stock options have characteristics significantly different
from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its employee stock
options.

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The
Company's net income and net income per share would have been reduced
to the following pro forma amounts for the year ended December 31,
1996, as follows:

<TABLE>
<S> <C>
Net income:
As reported $519,400
Pro forma $179,400

Net income per share:
As reported $ .08
Pro forma $ .03
</TABLE>

The above pro forma amounts reflect only the effect of stock options
granted subsequent to January 1, 1996. Accordingly, the pro forma
amounts may not be representative of the future effects on reported net
income and earnings per share that will result from the future granting
of stock options, since the pro forma compensation expense is allocated
over the periods in which options become exercisable and new option
awards are granted each year.

F-16

<PAGE> 62
12. BUSINESS SEGMENTS

With the acquisition of Patlex in August 1996, the Company operates in
two major segments: electronic information retrieval industry and the
patent enforcement and exploitation business. Information concerning
the segments in which the Company operates is shown in the table below.
Operating profit is derived as total revenues less operating expenses;
interest expense and general corporate expenses have not been
considered. Identifiable assets by segment are those assets that are
used in the Company's operations in each segment. General corporate
assets consist primarily of cash and cash equivalents.

<TABLE>
<CAPTION>
1996
----
<S> <C>
Revenues:
DBT $ 16,321,300
Patlex 2,382,000
------------
Consolidated revenues $ 18,703,300
============

Operating profit:
DBT $ 194,700
Patlex 1,341,000
------------
Segment operating profit 1,535,700
Interest expense (159,100)
General corporate expense (626,200)
------------
Consolidated income before income taxes $ 750,400
============
Identifiable assets:
DBT $ 9,000,900
Patlex 20,292,500
------------
Total identifiable assets 29,293,400
General corporate assets 262,600
------------
Consolidated assets $ 29,556,000
============

Capital expenditures:
DBT $ 5,277,400
Patlex 23,300
------------
Consolidated capital expenditures $ 5,300,700
============

Depreciation and amortization of identifiable assets:
DBT $ 2,388,200
Patlex 628,300
------------
Consolidated depreciation and amortization of
identifiable assets $ 3,016,500
============
</TABLE>

13. PRO FORMA INCOME TAXES AND EARNINGS (Unaudited)

As discussed in Note 7, having elected status as an S corporation, the
shareholders of DBT paid the federal

F-17

<PAGE> 63

income tax on DBT's earnings through June 30, 1995. Additionally, DBT
was exempt from Florida state income tax on its earnings during that
period, as Florida does not separately tax S corporations. As a result,
no income tax expense was provided in the historical financial
statements for taxable income attributable to DBT through June 30,
1995; however, as disclosed in the Consolidated Statement of Changes in
Stockholders' Equity, S corporation distributions were made to the
shareholders to assist them in making the corporate tax payments.

The pro forma amounts presented on the accompanying consolidated
statements of operations reflect the amount of income taxes, the
resulting income after taxes, and earning per share as if DBT had not
made the election to be taxed as an S corporation. The pro forma
computation of taxes for 1995 excludes the loss of the IRB transaction
as the deferred tax asset arising from this loss has been fully
allowanced.

F-18
<PAGE> 64

- ------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING SHAREHOLDER OR ANY
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH
DATE.
------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 8
Use of Proceeds....................... 13
Dividend Policy....................... 13
Price Range of Common Stock........... 13
Capitalization........................ 14
Selected Consolidated Financial and
Other Data.......................... 15
Unaudited Pro Forma Consolidated
Statement of Operations............. 17
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 18
Business.............................. 22
Management............................ 30
Certain Transactions.................. 35
Principal and Selling Shareholders.... 36
Description of Capital Stock.......... 37
Shares Eligible for Future Sale....... 38
Underwriting.......................... 40
Notice to Canadian Residents.......... 42
Experts............................... 43
Legal Matters......................... 43
Additional Information................ 43
Incorporation of Certain Documents by
Reference........................... 44
Index to Consolidated Financial
Statements.......................... F-1
</TABLE>

------------------
UNTIL , 1997 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
- ------------------------------------------------------

- ------------------------------------------------------

(DBT ONLINE LOGO)

1,640,000 SHARES

COMMON STOCK
($.10 PAR VALUE)

PROSPECTUS
CREDIT SUISSE FIRST BOSTON

INVEMED ASSOCIATES, INC.

------------------------------------------------------
<PAGE> 65

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the fees and other estimated expenses, other
than underwriting discounts and commissions, in connection with the issuance and
distribution of the shares of Common Stock being registered, all of which will
be paid by the Company:

<TABLE>
<S> <C>
Registration fee............................................ $ 24,004
NASD filing fee............................................. 8,442
Nasdaq National Market listing fee.......................... 17,500
Transfer agent and registrar fees........................... 5,000
Printing and engraving...................................... 75,000
Legal fees.................................................. 225,000
Blue Sky fees and expenses.................................. 25,000
Accounting fees............................................. 100,000
Miscellaneous............................................... 70,074
--------
Total............................................. $550,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 1716 of the PBCL permits indemnification of officer and directors
in certain circumstances.

The Registrant's Articles of Incorporation and By-laws contain provisions
permitted by the PBCL (under which the Registrant is organized) that provide
that directors and officers will be indemnified by the Registrant to the fullest
extent permitted by law for all losses that may be incurred by them in
connection with any action, suit or proceeding in which they may become involved
by reason of their service as a director or officer of the Registrant. In
addition, the Registrant's Certificate of Incorporation contains provisions
permitted by the PBCL that limit the monetary liability of directors of the
Registrant for certain breaches of their fiduciary duty, and its Bylaws provide
for the advancement by the Registrant to directors and officers of expenses
incurred by them in connection with a proceeding of a type to which the duty of
indemnification applies. The Registrant has also entered into agreements with
its directors and certain officers that provide an independent right to
indemnification by the Registrant.

The Registrant has a directors' and officers' liability insurance policy
which affords officers and directors with insurance coverage for losses arising
from claims based on breaches of duty, negligence, error and other wrongful
acts.

ITEM 16. EXHIBITS.

The following exhibits are filed as part of this registration statement:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
1* Form of Underwriting Agreement
3.1* Amended and Restated Articles of Incorporation
3.2* Amended and Restated Bylaws
5* Opinion of Morgan, Lewis & Bockius LLP regarding the
legality of the shares being registered
10.1+ Employment Agreement dated March 11, 1990 between Patlex and
Frank Borman
10.2+ Employment Agreement dated September 15, 1992 between Patlex
and Richard Laitinen
10.3+ Employment Agreement dated September 14, 1992 between Patlex
and J. Henry Muetterties
</TABLE>

II-1
<PAGE> 66
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
10.4+ Security and Escrow Agreement dated September 29, 1992
between Patlex and NGN Acquisition Corporation
10.5+ Standard Form of Licensing Agreement
10.6+ Purchase Agreement dated December 11, 1979 between Patlex
and Gordon Gould
10.7+ Agreement dated January 31, 1982 among Patlex, Refac
Technology Development Corporation, Refac International
Limited, Gordon Gould, NGN Acquisition Corporation and the
partnership of Lerner, David, Littenberg & Samuel
10.8+ Agreement dated October 1, 1984 among Patlex, Refac
Technology Development Corporation, East West Trade
Services, Ltd. and Refac International, Ltd.
10.9+ Agreement dated 1986 among Patlex and NGN Acquisition
Corporation, Gordon Gould and Apollo Lasers, Inc.
10.10+ Letter of Clarification dated January 31, 1990 among Patlex,
Gordon Gould and NGN Acquisition Corporation
10.11+ Stock Purchase Agreement dated May 14, 1991 among Patlex,
Sydney M. Irmas and certain other shareholders
10.12** Amended and Restated Stock Option Plan
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ahearn, Jasco + Company, P.A.
23.3 Consent of Ernst & Young LLP
23.4* Consent of Morgan, Lewis & Bockius LLP (included in its
opinion filed as Exhibit 5)
24 Powers of Attorney (included on the signature page)
</TABLE>

- ---------------
* To be filed by amendment.

** Incorporated by reference to the Company's Registration Statement on Form
S-4(File No. 333-2000).

+ Incorporated by reference to the Form 10-KSB of Patlex Corporation for the
year ended June 30, 1995.

ITEM 17. UNDERTAKINGS.

A. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

B. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

C. The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a

II-2
<PAGE> 67

form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-3
<PAGE> 68

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pompano Beach, Florida
on April 4, 1997.

DBT ONLINE, INC.

By: /s/ HANK E. ASHER

------------------------------------
Hank E. Asher
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

EACH PERSON IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS TIMOTHY M.
LEONARD AND THOMAS L. SIMPSON, AND EACH OF THEM ACTING ALONE, HIS OR HER TRUE
AND LAWFUL ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE AND
CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, ANY AND ALL AMENDMENTS
AND POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, AND INCLUDING ANY
REGISTRATION STATEMENT FOR THE SAME OFFERING THAT IS TO BE EFFECTIVE UPON FILING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, WITH EXHIBITS THERETO AND
OTHER DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND CONFIRMS ALL
THAT SAID ATTORNEY-IN-FACT OR HIS OR HER SUBSTITUTE OR SUBSTITUTES MAY DO OR
CAUSE TO BE DONE BY VIRTUE HEREOF.

<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<S> <C> <C>

/s/ FRANK BORMAN Chairman of the Board of April 4, 1997
- ------------------------------ Directors
Frank Borman

/s/ HANK E. ASHER President, Chief Executive April 4, 1997
- ------------------------------ Officer and Director
Hank E. Asher

/s/ THOMAS L. SIMPSON Chief Operating Officer and April 4, 1997
- ------------------------------ Director
Thomas L. Simpson

/s/ CHARLES A. ASHER Director April 1, 1997
- ------------------------------
Charles A. Asher

/s/ GARY E. ERLBAUM Director April 1, 1997
- ------------------------------
Gary E. Erlbaum

/s/ JACK HIGHT Director April 1, 1997
- ------------------------------
Jack Hight

/s/ KENNETH G. LANGONE Director April 3, 1997
- ------------------------------
Kenneth G. Langone

/s/ SARI ZALCBERG Director April 3, 1997
- ------------------------------
Sari Zalcberg

/s/ TIMOTHY M. LEONARD Vice President, Finance, April 4, 1997
- ------------------------------ Treasurer and Chief
Timothy M. Leonard Financial Officer

/s/ EUGENE L. STEP Director April 4, 1997
- ------------------------------
Eugene L. Step
</TABLE>

II-4

<PAGE> 1

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of DBT Online, Inc. on
Form S-3 of our report dated March 26, 1997, relating to the consolidated
financial statements of DBT Online, Inc. and subsidiaries as of and for the
years ended December 31, 1996 and 1995, appearing in the Prospectus, which is
part of this Registration Statement, and of our report dated March 26, 1997,
relating to the consolidated financial statement schedule for the years ended
December 31, 1996 and 1995, incorporated by reference in this Registration
Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

DELOITTE & TOUCHE LLP
Fort Lauderdale, Florida
April 3, 1997

<PAGE> 1

EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of DBT Online, Inc. on
Form S-3 of our report dated January 20, 1995, relating to the financial
statements of Database Technologies, Inc. for the year ended December 31, 1994,
appearing in the Prospectus, which is part of this Registration Statement, and
of our report dated January 20, 1995, relating to the financial statement
schedule for the year ended December 31, 1994, incorporated by reference in this
Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

AHEARN, JASCO + COMPANY, P.A.
Pompano Beach, Florida
April 3, 1997

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference of our report dated August 9, 1996 with respect to
the financial statements of Patlex Corporation included in DBT Online, Inc.'s
filing on Form 8-K/A-1 dated November 4, 1996, and our report dated August 9,
1995 with respect to the financial statements of Patlex Corporation included in
DBT Online, Inc.'s filing on Form S-4, both filed with the Securities and
Exchange Commission, in the Registration Statement (Form S-3) of DBT Online,
Inc. for the registration of 1,886,000 shares of its common stock.

ERNST & YOUNG LLP
Chicago, Illinois
April 4, 1997