INFOCURE CORP, SB-2, 1996-12-27

INFOCURE CORP
SB-2, 1996-12-27

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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INFOCURE CORPORATION
(Name of small business issuer in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 7372 58-2271614
(State or other jurisdiction of (Primary SIC Code) (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>

2970 CLAIRMONT ROAD, SUITE 950
ATLANTA, GEORGIA 30329
(404) 633-0046
(Address and telephone number of principal executive offices)

---------------------
FREDERICK L. FINE
CHIEF EXECUTIVE OFFICER
INFOCURE CORPORATION
2970 CLAIRMONT ROAD, SUITE 950
ATLANTA, GEORGIA 30329
(404) 633-0046
(Name, address and telephone number of agent for service)

---------------------
Copies to:

<TABLE>
<S> <C>
UGO F. IPPOLITO, ESQ. STEPHEN H. KAY, ESQ.
GLASS, MCCULLOUGH, SHERRILL & HARROLD, LLP SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP
1409 PEACHTREE STREET, N.E. 551 FIFTH AVENUE
ATLANTA, GEORGIA 30309 NEW YORK, NEW YORK 10176
(404) 885-6705 (212) 661-6500
</TABLE>

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

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, please 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: [ ]

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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
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PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) (2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value.......... 2,300,000 $11.00 $25,300,000 $7,666.67
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Representatives' Warrants (3).......... 200,000 $13.20 $2,640,000 $800.00
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Common Stock, $.001 par value.......... 200,000 (4)(5) (6) (6) (6)
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Total............................. $27,940,000 $8,466.67
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</TABLE>

(1) Includes 300,000 shares of Common Stock issuable upon the exercise of the
Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933.
(3) Issued to the Representatives of the Underwriters.
(4) Issuable upon exercise of the Representatives' Warrants.
(5) Pursuant to Rule 416, this Registration Statement also covers such
indeterminable additional shares as may become issuable as a result of the
anti-dilution adjustment in accordance with the terms of the
Representatives' Warrants.
(6) Pursuant to Rule 457(g), no additional registration fee is required for
these shares.

---------------------
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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- --------------------------------------------------------------------------------
<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 DECEMBER , 1996

2,000,000 SHARES

[LOGO]

INFOCURE CORPORATION

COMMON STOCK

All of the 2,000,000 shares of Common Stock offered hereby are being sold
by InfoCure Corporation (the "Company").

Prior to this offering, there has been no public market for the Common
Stock of the Company. It is currently anticipated that the initial offering
price will be between $9.00 and $11.00 per share. See "Underwriting" for a
discussion of the factors to be considered in determining the initial offering
price. The Company has applied for quotation on the Nasdaq Stock Market's
National Market under the symbol "ICUR."

FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS" COMMENCING
ON PAGE 10 AND "DILUTION" COMMENCING ON PAGE 17.
---------------------

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>
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1) COMPANY (2)
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<S> <C> <C> <C>
Per Share......................... $ $ $
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Total (3)......................... $ $ $
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</TABLE>

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including certain liabilities under the Securities Act of 1933
(the "Securities Act"). See "Underwriting" for a description of the
foregoing and certain other arrangements between the Company and the
Underwriters.

(2) Before deducting offering expenses estimated to be approximately $
payable by the Company.

(3) Certain stockholders of the Company (the "Selling Stockholders") have
granted the Underwriters a 30-day option to purchase up to 300,000
additional shares of Common Stock solely to cover over-allotments, if any,
on the same terms and conditions as the shares offered hereby. If such
option is exercised in full, the total Price to Public, Underwriting
Discounts and Commissions, Proceeds to Company and Proceeds to Selling
Stockholders will be $ , $ , $ and $ ,
respectively. See "Underwriting."
---------------------

The shares of Common Stock are offered by the several Underwriters named
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that delivery of such
shares will be made at the offices of Rodman & Renshaw, Inc., New York, New
York, on or about , 1997.
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RODMAN & RENSHAW, INC. CRUTTENDEN ROTH
INCORPORATED

The date of this Prospectus is , 1997
<PAGE> 3

IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

This Prospectus includes tradenames, trademarks and registered trademarks
of companies other than the Company.
<PAGE> 4

PROSPECTUS SUMMARY

Concurrently with and as a condition to the consummation of the offering
made by this Prospectus (the "Offering"), InfoCure Corporation will acquire (the
"Acquisitions") seven practice management systems businesses (the "Founding
Businesses"). Unless otherwise indicated, all references herein to "InfoCure"
shall mean InfoCure Corporation prior to the consummation of the Acquisitions,
and references herein to the "Company" shall mean InfoCure and the Founding
Businesses. The following summary is qualified in its entirety by, and should be
read in conjunction with, the more detailed information and financial statements
and notes thereto appearing elsewhere in this Prospectus. Unless otherwise
indicated, all share, per share and financial information set forth herein
assumes (i) the consummation of the Acquisitions, (ii) an initial public
offering price of $10.00 per share and (iii) no exercise of the Underwriters'
over-allotment option. "Equivalent Shares of Common Stock" means the number of
shares of Common Stock which are to be issued to the holders of common stock of
American Medcare Corporation ("AMC") upon the merger of AMC into InfoCure.

This Prospectus includes forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks and uncertainties or other factors
which may cause actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Factors that might
cause such differences include, but are not limited to, those discussed under
the heading "Risk Factors." In addition to statements which explicitly describe
such risks and uncertainties, investors are urged to consider statements labeled
with the terms "believes," "belief," "expects," "intends," "plans" or
"anticipates" to be uncertain and forward-looking.

THE COMPANY

The Company is a leading provider of practice management software products
and related services that address the growing needs of health care providers to
manage and communicate cost-effectively administrative, clinical and financial
data. The Company's practice management systems are used primarily by small to
mid-size medical practices, including multi-provider management services
organizations and independent physician alliances. Recently, the Company
developed and introduced an all-payor-based electronic data interchange ("EDI")
system to enable its customers to realize significant cost savings by replacing
paper-based transactions with electronic transaction processing. The Company has
an installed customer base of approximately 17,500 health care providers in a
broad range of specialties at over 6,000 client sites.

Health care costs totalled approximately $1.0 trillion in 1995, having
risen at a rate approximately twice that of inflation during the last decade.
The escalation of such expenditures has led to pressure to contain costs and
attempts to shift the financial risk of delivering health care from payors to
providers. Many providers now participate in complex reimbursement arrangements,
resulting in multiple transactions, information exchanges and other
communications with payors per patient visit. As a result of these trends,
health care providers increasingly need to reduce operating costs, improve cash
flow and manage their businesses more efficiently while responding to the
increased administrative burdens and informational demands placed upon them by
payors. The Company's practice management systems address the efficiencies and
cost savings demanded by health care providers.

The Company's existing customer base comprises primarily office-based
health care practices that range in size from single practitioners to up to
several hundred providers with an emphasis on small and mid-size (up to 25
providers) health care practices. Based on industry sources, 60% of the
physicians in the United States are organized into approximately 190,000
office-based health care practices. Nearly all of these practices are small to
mid-size; there are fewer than 1,000 office-based medical practices in the
United States with more than 25 providers. Small and mid-size medical practices
are significantly under-penetrated with regard to practice management software
and EDI transaction processing. For example, while it is estimated that the
majority of hospitals submit their claims electronically, among small and
mid-size medical practices only approximately 35% submit claims electronically.

3
<PAGE> 5

The Company markets a broad range of software products and services
designed to automate office-based practices of varying sizes; therefore, the
Company believes that it is well-positioned to take advantage of the increased
technology needs of the health care industry, particularly among practices with
fewer than 25 health care providers. As the supplier of the core practice
management system adopted by its customers, the Company has established its
technology at its customer sites, which, the Company believes, will yield
significant growth opportunities and competitive advantages. The Company's
primary growth strategies include (i) increasing its recurring transactional
revenue by expanding its customers' utilization of EDI services, (ii) acquiring
established practice management system companies and consolidating niche
specialities, (iii) leveraging its customer base by cross-selling its products
and services, (iv) expanding its national sales efforts, (v) continuing to
develop and provide sophisticated practice management systems and (vi)
capitalizing on synergistic opportunities resulting from the Acquisitions.

InfoCure has entered into agreements to acquire, concurrently with the
consummation of the Offering, the Founding Businesses. The integration of these
businesses will combine existing and proven products, research and development,
sales, marketing and support efforts. Following consummation of the
Acquisitions, the Founding Businesses will be consolidated into three operating
divisions according to technical platform, thereby allowing the Company to
market and service cost-effectively its practice management systems to a wide
range of health care providers.

InfoCure was incorporated in Delaware in November 1996. InfoCure's
executive offices are located at 2970 Clairmont Road, Suite 950, Atlanta, GA
30329, and its telephone number is (404)633-0046.

THE OFFERING

Common Stock Offered by the Company..... 2,000,000 shares

Common Stock to be Outstanding after the
Offering................................ 5,668,510 shares (1)

Use of Proceeds......................... For payments due upon the
consummation of the Acquisitions,
repayment of certain assumed
indebtedness, working capital and
general corporate purposes
including future acquisitions. See
"Use of Proceeds."

Proposed Nasdaq National Market
Symbol.................................. "ICUR"

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(1) Excludes an aggregate of (i) 840,000 shares of Common Stock reserved for
future issuance under the Company's Stock Option Plan, (ii) 331,490
Equivalent Shares of Common Stock reserved for issuance pursuant to
outstanding stock options and a warrant to be assumed by the Company upon
the consummation of the Acquisitions, (iii) 200,000 shares of Common Stock
reserved for issuance pursuant to warrants issuable to the Representatives
of the Underwriters upon consummation of the Offering and (iv) 225,395
Equivalent Shares of Common Stock to be assigned and transferred to AMC for
cancellation not later than 20 days prior to the consummation of the
Offering, pursuant to a written agreement dated November 19, 1996. See
"Shares Eligible for Future Sale," "Management--Stock Options" and
"Underwriting."

4
<PAGE> 6

SUMMARY PRO FORMA COMBINED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

InfoCure will acquire the Founding Businesses concurrently with and as a
condition to the consummation of the Offering. For financial statement
presentation purposes, AMC, a holding company and parent of International
Computer Solutions, Inc. ("ICS") and Health Care Division, Inc. ("HCD"), has
been identified as the accounting acquiror. The following summary unaudited pro
forma combined financial data present certain data for the Company as adjusted
for (i) the effects of the acquisition by AMC of the capital stock of
Millard-Wayne, Inc. ("Millard-Wayne") prior to the consummation of the AMC
Merger (as defined herein) and the acquisition by HCD, a wholly-owned AMC
subsidiary founded in November 1996, of the assets of the Health Care Division
of Info Systems of North Carolina, Inc. ("Info Systems") on December 3, 1996
(the "HCD Acquisition"), using the purchase method of accounting at their
estimated fair values, (ii) the effects of the merger of AMC with and into
InfoCure (the "AMC Merger"), (iii) the effects of the acquisitions by InfoCure
of the capital stock of Healthcare Information Systems, Inc. ("HIS"), KComp
Management Systems, Inc. ("KComp"), DR Software, Inc. ("DR Software") and Rovak,
Inc. ("Rovak") using the purchase method of accounting at their estimated fair
values and (iv) the effects of certain pro forma adjustments to the combined
financial statements. KComp was founded in December 1995; accordingly, results
of KComp are included only for the nine months ended October 31, 1996. See "The
Company," "Management's Discussion and Analysis of Pro Forma Combined Financial
Condition and Pro Forma Combined Results of Operations" and the Unaudited Pro
Forma Combined Financial Statements and the Notes thereto included elsewhere in
this Prospectus.

<TABLE>
<CAPTION>
PRO FORMA
-------------------------------------
NINE MONTHS ENDED
YEAR ENDED OCTOBER 31,
JANUARY 31, -----------------------
1996 1995 1996
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<S> <C> <C> <C>
SELECTED STATEMENT OF OPERATIONS DATA: (1)
Revenues:
Systems and software.................................... $10,403 $ 7,280 $ 7,682
Maintenance and support................................. 7,433 5,809 7,545
Other................................................... 1,168 841 957
------- ------- -------
Total revenues........................................ 19,004 13,930 16,184
Cost of revenues........................................... 5,999 4,526 4,699
------- ------- -------
Gross profit............................................... 13,005 9,404 11,485
Operating expenses:
Selling, general and administrative (2)(3)(4)(5)........ 9,979 7,287 8,817
Depreciation and amortization (6)....................... 1,576 1,157 1,156
------- ------- -------
Operating income........................................... 1,450 960 1,512
Other expense (income):
Interest expense (7).................................... 82 82 69
Other................................................... (204) (110) (42)
------- ------- -------
Income before taxes........................................ 1,572 988 1,485
Income tax (8)............................................. 790 517 712
------- ------- -------
Net income................................................. $ 782 $ 471 $ 773
======= ======= =======
Pro forma net income per share............................. $ 0.15 $ 0.09 $ 0.14
Pro forma weighted average shares outstanding (9).......... 5,385 5,385 5,385
======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
AS OF OCTOBER 31, 1996
-----------------------------------
PRO FORMA
PRO FORMA AS ADJUSTED (10)
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<S> <C> <C>
SELECTED BALANCE SHEET DATA: (1)
Cash and cash equivalents..................................... $ 1,060 $ 5,797
Working capital............................................... (1,013) 3,724
Total assets.................................................. 22,274 27,011
Short-term debt............................................... 407 407
Long-term debt, less current portion.......................... 308 308
Total stockholders' equity.................................... 16,200 20,973
</TABLE>

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5
<PAGE> 7

pro forma balance sheet data. The pro forma balance sheet data also give
effect to the issuance in November 1996 of 472,811 equivalent shares of
Common Stock by AMC for $750,000. The pro forma combined financial data are
based upon preliminary estimates, available information and certain
assumptions that management believes are appropriate. The unaudited
selected pro forma combined financial data presented herein are not
necessarily indicative of the results the Company would have obtained had
such events occurred at the beginning of the period or of the future
results of the Company. The unaudited selected pro forma combined financial
data should be read in conjunction with the other financial data and notes
thereto included elsewhere in this Prospectus.
(2) Includes pro forma adjustments to reflect (i) the elimination of
duplicative administrative functions at the Company of approximately
$1,803,000, $1,251,000 and $1,352,000 for the year ended January 31, 1996
and the nine months ended October 31, 1995 and 1996, respectively, and (ii)
the additional overhead expenses at the Founding Businesses of
approximately $452,000, $339,000 and $339,000 for the year ended January
31, 1996 and the nine months ended October 31, 1995 and 1996, respectively.
The Company considers that the elimination of approximately $1,130,000 of
these expenses, on an annualized basis, was effected upon the consummation
of the HCD Acquisition on December 3, 1996.
(3) Includes pro forma adjustments to reflect the elimination of allocations
from Info Systems for (i) overhead of approximately $477,000, $324,000 and
$264,000 for the year ended January 31, 1996 and the nine months ended
October 31, 1995 and 1996, respectively, and (ii) expense related to HCD's
participation in Info System's employee stock ownership plan of
approximately $159,000, $147,000 and $61,000 for the year ended January 31,
1996 and the nine months ended October 31, 1995 and 1996, respectively.
Upon the consummation of the HCD Acquisition on December 3, 1996, these
eliminations were effected.
(4) Includes pro forma adjustments to reflect the elimination of rent, phone
and travel expenses of approximately $351,000, $237,000 and $264,000, for
the year ended January 31, 1996 and the nine months ended October 31, 1995
and 1996, respectively. Upon the consummation of the HCD Acquisition on
December 3, 1996, the elimination of $117,000 of such expenses, on an
annualized basis, was effected.
(5) Includes pro forma adjustments to reflect the elimination of certain
commissions and royalties which are payable by Rovak under agreements that
will be terminated following the consummation of the Offering. Such
adjustments are approximately $125,000, $86,000 and $241,000 for the year
ended January 31, 1996 and the nine months ended October 31, 1995 and 1996,
respectively.
(6) Includes pro forma adjustments to reflect the amortization expense on the
goodwill recorded in connection with the Acquisitions of approximately
$665,000, $498,000 and $498,000 for the year ended January 31, 1996 and the
nine months ended October 31, 1995 and 1996, respectively.
(7) Includes pro forma adjustments to reflect a reduction in interest expense
related to debt reduction, in connection with the Acquisitions and the
Offering, of $241,000, $95,000 and $188,000 for the year ended January 31,
1996 and the nine months ended October 31, 1995 and 1996, respectively.
(8) The pro forma provision for income taxes includes (i) the effects of the
non-deductible portion of goodwill for tax purposes and (ii) assumes that
the deferred tax asset represented by AMC's net operating loss
carryforwards of approximately $1,500,000 is recognized as of January 31,
1995.
(9) The pro forma weighted average shares outstanding includes (i) 5,129,698
shares to be issued in connection with the Acquisitions and the Offering
and (ii) 255,653 Common Stock equivalents issuable upon outstanding stock
options and a warrant.
(10) The pro forma combined balance sheet is adjusted to give effect to the
receipt and application of the net proceeds of the Offering. See "Use of
Proceeds" and "Capitalization."

6
<PAGE> 8

THE COMPANY

InfoCure was incorporated in November 1996 to develop, market and service
practice management systems for use by health care providers throughout the
United States. Concurrently with and as a condition to the consummation of the
Offering, InfoCure will acquire the seven Founding Businesses, which will be
consolidated into three operating divisions according to technical platform: the
Desktop Division (DOS and Windows-based products), the Mid-Range Division (UNIX
and AIX-based products) and the Enterprise Division (IBM AS/400-based products).

THE FOUNDING BUSINESSES

DR Software, Inc. ("DR Software")

DR Software was founded in 1983 and is headquartered in Atlanta, Georgia.
DR Software markets DOS and Windows-based practice management systems to small
(one to two providers) medical practices. DR Software currently has
approximately 2,200 clients serving an estimated 3,150 health care providers,
including approximately 25% of all podiatry practices in the United States. Upon
the consummation of the Acquisitions, DR Software will be organized into the
Company's Desktop Division. Donald M. Rogers, the founder of DR Software, will
become President of the Desktop Division.

KComp Management Systems, Inc. ("KComp")

KComp was founded in December 1995 to acquire certain assets of a software
developer and is headquartered in Los Angeles, California. KComp markets DOS and
Windows-based practice management systems to small to mid-size (three to 25
providers) dental and oral surgery practices. KComp currently has approximately
725 clients serving an estimated 1,600 health care providers. Upon the
consummation of the Acquisitions, KComp will be organized into the Company's
Desktop Division.

International Computer Solutions, Inc. ("ICS")

ICS, which was founded in 1985 and acquired in 1993 by AMC, is
headquartered in Atlanta, Georgia. ICS markets DOS, Windows and UNIX-based
practice management systems to small to mid-size health care providers. ICS
currently has approximately 600 desktop clients serving an estimated 750 health
care providers and approximately 500 mid-range clients serving an estimated
1,800 health care providers. Upon the consummation of the Acquisitions, ICS's
DOS and Windows-based operations will be organized into the Company's Desktop
Division and its UNIX operations will be organized into the Company's Mid-Range
Division.

Healthcare Information Systems, Inc. ("HIS")

HIS was founded in 1984 and is headquartered in Kansas City, Missouri. HIS
markets UNIX-based practice management systems to mid-size medical practices and
clinics. HIS currently has approximately 600 clients serving an estimated 1,400
health care providers. Upon the consummation of the Acquisitions, HIS will be
organized into the Company's Mid-Range Division. Gregory F. Vap, the founder of
HIS, will become President of the Mid-Range Division.

Rovak, Inc. ("Rovak")

Rovak was founded in 1984 and is headquartered in St. Elmo, Minnesota.
Rovak markets UNIX and AIX-based practice management software to mid-size
medical practices and clinics. Rovak's software products are targeted
specifically to meet the practice management needs of oral surgeons and
orthodontists. Rovak currently has approximately 1,000 clients serving an
estimated 1,800 health care providers. Upon the consummation of the
Acquisitions, Rovak will be organized into the Company's Mid-Range Division.

7
<PAGE> 9

Millard-Wayne, Inc. ("Millard-Wayne")

Millard-Wayne, which was founded in 1977 and will be acquired by AMC
immediately prior to the consummation of the Offering, is headquartered in
Atlanta, Georgia. Millard-Wayne markets IBM AS/400-based enterprise-wide
practice management systems to mid-size to large (over 25 providers) medical
practices and clinics. Millard-Wayne currently has approximately 190 clients
serving an estimated 2,000 health care providers. Upon the consummation of the
Acquisitions, Millard-Wayne will be organized into the Company's Enterprise
Division. M. Wayne George, the founder of Millard-Wayne, will become President
of the Enterprise Division.

Health Care Division, Inc. ("HCD")

HCD, which was founded in 1996 by AMC to acquire the assets of Info
Systems, is headquartered in Charlotte, North Carolina. HCD markets IBM
AS/400-based practice management systems to mid-size to large medical practices
and clinics. HCD currently has approximately 200 clients serving an estimated
5,000 health care providers. Upon the consummation of the Acquisitions, HCD will
be organized into the Company's Enterprise Division.

THE ACQUISITIONS

Concurrently with, and as a condition to, the consummation of the Offering
(i) AMC, a holding company and the parent company of ICS and HCD, will acquire
Millard-Wayne and immediately thereafter merge with and into InfoCure, with
InfoCure as the surviving corporation, and (ii) InfoCure will acquire all of the
outstanding capital stock of each of DR Software, HIS, KComp and Rovak. Upon the
consummation of the Acquisitions, each of the Founding Businesses will become a
wholly-owned subsidiary of InfoCure. See "Certain Transactions" and "Shares
Eligible for Future Sale."

The aggregate consideration to be paid by InfoCure to acquire the Founding
Businesses consists of approximately $10.9 million in cash, $2.3 million in
assumed indebtedness and 3,668,510 shares of Common Stock. The following table
summarizes the consideration paid or payable upon the consummation of the
Acquisitions:

<TABLE>
<CAPTION>
ACQUISITION CONSIDERATION
--------------------------------------------
INDEBTEDNESS SHARES OF
FOUNDING BUSINESS CASH ASSUMED (1) COMMON STOCK
-------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
AMC (2)(3)(4)............................... $ 2,757,500 $1,074,900 3,332,472
Rovak....................................... 2,805,000 1,039,055 64,007
KComp....................................... 2,000,000 49,785 --
DR Software................................. 1,875,000 99,389 80,009
HIS......................................... 1,500,000 -- 192,022
----------- ---------- ---------
Total............................. $10,937,500 $2,263,129 3,668,510
=========== ========== =========
</TABLE>

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(1) Assumed indebtedness is as of October 31, 1996, prior to application of the
proceeds of the Offering. Excludes the assumption of current liabilities
except the current portion of the indebtedness.
(2) Includes ICS, HCD and Millard-Wayne. AMC recently formed HCD to consummate
the HCD Acquisition and will acquire Millard-Wayne immediately prior to the
consummation of the Offering.
(3) Includes (i) the aggregate consideration for the HCD Acquisition, which
consists of $150,000 cash already paid and a promissory note for $1,550,000
less an estimated post-closing adjustment of $117,000, and (ii) $1,174,500,
representing the cash portion of the purchase price of Millard-Wayne.
(4) Includes 50,118 shares of Common Stock to be issued upon the consummation of
the AMC Merger to stockholders of Millard-Wayne in connection with AMC's
acquisition of Millard-Wayne. Excludes an aggregate of (i) 331,490
Equivalent Shares of Common Stock reserved for issuance upon exercise of
outstanding stock options and a warrant of AMC assumed by the Company and
(ii) 225,395 Equivalent Shares of Common Stock to be assigned and
transferred to AMC for cancellation not later than 20 days prior to the
consummation of the Offering, pursuant to a written agreement dated
November 19, 1996.

8
<PAGE> 10

The consummation of the AMC Merger and the acquisition of each of DR
Software, HIS, KComp and Rovak are subject to certain conditions. These
conditions include without limitation (i) the accuracy of the representations
and warranties made by the stockholders of these companies, (ii) the performance
of each of their respective covenants included in the acquisition agreements and
(iii) no material adverse change in the results of financial conditions or
businesses of the company being acquired. Certain of the directors, executive
officers and principal stockholders of the Company are or were directors,
executive officers and/or principal stockholders of AMC and the Founding
Businesses. See "Management" and "Certain Transactions."

9
<PAGE> 11

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk and immediate and substantial dilution. In evaluating an
investment in the Common Stock being offered hereby, investors should consider
carefully, among other matters, the following risk factors, as well as the other
information contained in this Prospectus.

ABSENCE OF COMBINED OPERATING HISTORY; OPERATING LOSSES

InfoCure was incorporated in November 1996 and to date has conducted no
operations and generated no revenue. InfoCure has entered into agreements to
acquire the Founding Businesses concurrently with the consummation of the
Offering. The Founding Businesses have been operating as separate independent
entities, and there can be no assurance that the Company will be able to
successfully integrate the operations of these businesses or institute the
necessary company-wide systems and procedures to successfully manage the
combined enterprise on a profitable basis. Although the unaudited pro forma
combined financial statements indicate that the Company had pro forma net income
of $782,000, $773,000 and $471,000 for the year ended January 31, 1996 and the
nine months ended October 31, 1996 and 1995, respectively, the pro forma
combined financial results of the Company cover periods when the Founding
Businesses were not under common control or management and include adjustments
to compensation expense and certain other operating expenses to levels the
Company intends to implement following the Acquisitions. These adjustments total
$2,489,000, $1,870,000 and $1,709,000 for the year ended January 31, 1996 and
the nine months ended October 31, 1996 and 1995, respectively. Therefore, such
pro forma financial results may not be indicative of the Company's future
financial condition or operating results. AMC, which is considered the
predecessor to the Company for accounting purposes, had net losses of $180,196
and $1,075,308 for the years ended January 31, 1996 and 1995, respectively, and
net losses of approximately $325,476 and $23,945 for the nine months ended
October 31, 1996 and 1995, respectively. In addition, each of DR Software,
Rovak, HIS and Millard-Wayne recorded a net loss for certain of the periods
reflected in their respective financial statements and notes thereto included
elsewhere in this Prospectus. The inability of the Company to successfully
integrate the Founding Businesses and reduce operating expenses in the manner
described in the Notes to the Unaudited Pro Forma Combined Financial Statements,
or otherwise improve results of operations, could have a material adverse effect
on the Company's results of operations, financial condition or business and
could negatively impact the Company's ability to acquire other companies or
otherwise execute its business strategy. See "Management's Discussion and
Analysis of Pro Forma Combined Financial Condition and Pro Forma Combined
Results of Operations," "Business--Business Strategy," "Management" and
Unaudited Pro Forma Combined Financial Statements and the Notes thereto.

RISKS ASSOCIATED WITH ACQUISITION STRATEGY

As part of its growth strategy, the Company intends to acquire additional
companies providing health care practice management systems and complementary
products and technologies. Increased competition for acquisition candidates may
develop, in which event there may be fewer acquisition opportunities available
to the Company as well as higher acquisition prices. There can be no assurance
that the Company will be able to identify, acquire or profitably integrate and
manage additional companies or complementary products or technologies, if any,
into the Company without substantial costs, delays or other operational or
financial problems. Further, acquisitions involve a number of special risks,
including possible adverse effects on the Company's operating results, diversion
of management's attention, failure to retain key personnel of the acquired
companies, amortization of acquired intangible assets and risks associated with
unanticipated events or liabilities, some or all of which could have a material
adverse effect on the Company's results of operations, financial condition or
business. Customer dissatisfaction or performance problems at a single acquired
company could have an adverse effect on the reputation of the Company. In
addition, there can be no assurance that the Founding Businesses or other
companies or complementary products or technologies acquired in the future will
achieve anticipated revenue and earnings. See "Business--Business Strategy" and
Unaudited Pro Forma Combined Financial Statements and the Notes thereto.

10
<PAGE> 12

POSSIBLE NEED FOR FUTURE ACQUISITION FINANCING

The Company currently intends to finance future acquisitions by using the
remaining net proceeds of the Offering and/or issuing shares of its Common Stock
for all or a substantial portion of the consideration to be paid. In the event
that its Common Stock does not maintain a sufficient market value or potential
acquisition candidates are otherwise unwilling to accept Common Stock as part of
the consideration for the sale of their businesses, the Company may be required
to utilize more of its cash resources, if available, in order to initiate and
maintain its acquisition program. If the Company does not have sufficient cash
resources, its growth could be limited unless it is able to obtain additional
capital through debt or equity financings. There can be no assurance that the
Company will be able to obtain the financing it will need on terms it deems
acceptable, or at all. See "Use of Proceeds" and "Management's Discussion and
Analysis of Pro Forma Combined Financial Condition and Pro Forma Combined
Results of Operations--Liquidity and Capital Resources."

DEPENDENCE ON EDI

The Company's business strategy is largely based upon increasing the
percentage of its customers who utilize EDI for establishing patient eligibility
with insurers, precertification and eligibility of insurance claims, insurance
claims submission, claim status, remittance advice and patient statements.
Failure to increase the use of EDI services by health care providers in general,
and by the Company's customers in particular, could have a material adverse
effect on the Company's results of operations, financial condition or business.
A decrease or limited growth in the net fees realized by the Company for EDI
services could have a material adverse effect on the Company's future results of
operations, financial condition or business. See "Business--Business Strategy."

DEPENDENCE ON PROPRIETARY SOFTWARE; RISK OF INFRINGEMENT

The Company's success is dependent to a significant extent on its ability
to protect the proprietary and confidential aspects of its software technology.
The Company relies on a combination of trade secret, copyright and trademark
laws, license agreements, nondisclosure and other contractual provisions and
technical measures to establish and protect its proprietary rights in its
products. The Company's software technology is not patented and existing
copyright laws offer only limited practical protection. There can be no
assurance that the legal protections afforded to the Company or the steps taken
by the Company will be adequate to prevent misappropriation of the Company's
technology. In addition, these protections do not prevent independent
third-party development of competitive products or services. The Company
believes that its products, trademarks and other proprietary rights do not
infringe upon the proprietary rights of third parties. There can be no
assurance, however, that third parties will not assert infringement claims
against the company in the future or that any such assertion will not require
the Company to enter into a license agreement or royalty arrangement with the
party asserting such a claim. As competing health care information systems
increase in complexity and overall capabilities and the functionality of these
systems further overlap, providers of such systems may become increasingly
subject to infringement claims. Responding to and defending any such claims may
require significant management resources and otherwise have a material adverse
effect on the Company's results of operations, financial condition or business.
See "Business--Product Protection."

EVOLVING INDUSTRY STANDARDS AND RAPID TECHNOLOGICAL CHANGES

The market for the Company's products and services is characterized by
technological advances and rapid changes requiring ongoing expenditures for
research and development and the timely introduction of new products and
enhancements of existing products. The Company's future success will depend in
part upon its ability to (i) enhance its current products, (ii) respond
effectively to market requirements and technological changes, (iii) sell
additional products to its existing customer base and (iv) introduce new
products and technologies that address the increasingly sophisticated needs of
its customers and the health care industry. The Company will be required to
devote significant resources to the development of enhancements to its existing
products and the migration of existing products to new software platforms. There
can be no assurance that the Company will successfully complete the development
of new products or the migration of existing products to new platforms or that
the Company's current or future products will satisfy the needs of the

11
<PAGE> 13

market for practice management systems. Further, there can be no assurance that
products or technologies developed by others will not adversely affect the
Company's competitive position or render its products or technologies
noncompetitive or obsolete. See "Business--Product Research and Development."

COMPETITION

The market for practice management systems, such as those marketed by the
Company, is highly competitive. The Company's competitors vary in size and in
the scope and breadth of the products and services they offer. The Company
competes with different companies in each of its target markets. Among the
Company's principal competitors are providers of health care information systems
such as IDX Systems Corporation, Medic Computer Systems, Inc., Medical Manager
Corporation, Physician Computer Network, Inc. and Quality Systems, Inc. Many of
the Company's competitors have greater financial, research and development,
technical, marketing and sales resources than the Company. In addition, other
entities not currently offering products and services similar to those offered
by the Company, including claims processing organizations, third-party
administrators, insurers and others, may enter certain markets in which the
Company competes. There can be no assurance that future competition and industry
pressures for cost reduction and containment will not have a material adverse
effect on the Company's results of operations, financial condition or business.
See "Business--Competition."

PRODUCT RELATED CLAIMS; PRODUCT ACCEPTANCE CONCERNS

Certain of the Company's products provide applications that relate to
financial records, patient medical records and treatment plans. Any failure of
the Company's products to provide accurate, confidential and timely information
could result in product liability or breach of contract litigation against the
Company by its clients, their patients or others. In addition, because the
Company's products facilitate electronic claims submissions, any resulting loss
of financial data could result in claims against the Company. The Company
intends to maintain insurance to protect against claims associated with the use
of its products, but there can be no assurance that such insurance coverage will
be available or, if available, will adequately cover any claim asserted against
the Company. A successful claim brought against the Company in excess of its
insurance coverage could have a material adverse effect on the Company's results
of operations, financial condition or business. Even unsuccessful claims could
result in the expenditure of funds in litigation, as well as diversion of
management time and resources. Additionally, such failures or errors may result
in the loss of, or delay in, market acceptance of the Company's products.

DEPENDENCE ON KEY PERSONNEL

The Company's operations are dependent on the continued efforts of its
executive officers. Furthermore, the Company will likely be dependent on the
senior management of any businesses acquired in the future. If any of these
persons becomes unable or unwilling to continue in his or her role with the
Company, or if the Company is unable to attract and retain other qualified
employees, the Company's business or prospects could be adversely affected.
Although the Company will have entered into an employment agreement upon the
consummation of the Offering with each of the Company's executive officers,
which will include confidentiality and non-compete provisions, there can be no
assurance that any individual will continue in his or her present capacity with
the Company for any particular period of time. The success of the Company is
also dependent to a significant degree on its ability to attract, motivate and
retain highly skilled sales, marketing and technical personnel, including
software programmers and systems architects skilled in the computer language
with which the Company's products operate. Competition for such personnel in the
software and information services industries is intense. The loss of key
personnel or the inability to hire or retain qualified personnel could have a
material adverse effect on the Company's results of operations, financial
condition or business. Although the Company has been successful to date in
attracting and retaining skilled personnel, there can be no assurance that the
Company will continue to be successful in attracting and retaining the personnel
it requires to successfully develop new and enhanced products and to continue to
grow and operate profitably. See "Business--Employees" and "Management."

12
<PAGE> 14

UNCERTAINTY IN HEALTH CARE INDUSTRY; GOVERNMENT REGULATION

The health care industry in the United States is subject to changing
political, economic and regulatory influences that may affect the procurement
practices and operations of health care organizations. Governmental
organizations account for a substantial portion of revenues paid to health care
providers in the United States and impose significant regulatory burdens. From
time to time, certain proposals to reform the health care system have been
considered by Congress and further proposals may be considered in the future.
These reforms may increase government involvement in health care, lower
reimbursement rates and otherwise adversely affect the operating environment for
the Company's clients. Health care organizations may react to these reforms by
curtailing or deferring investments, including those for the Company's products
and services. The Company cannot predict with any certainty what impact, if any,
such health care reforms might have on its results of operations, financial
condition or business. See "Business--Government Regulation."

SUBSTANTIAL PROCEEDS OF OFFERING PAYABLE TO AFFILIATES; INTERESTS OF CERTAIN
PERSONS

Approximately $10.8 million, representing approximately 60% of the net
proceeds of the Offering, will be for payments due upon consummation of the
Acquisitions. Approximately $3.9 million of such payments will be paid directly
or indirectly to stockholders of the Founding Businesses who will become
directors or executive officers of the Company or holders of more than 5% of the
outstanding Common Stock. In addition upon the consummation of the Acquisitions
and the Offering, certain former executive officers of the Founding Businesses
will become executive officers of the Company. Proceeds available for repayment
of indebtedness, working capital and other uses by the Company will be
approximately $7.1 million, representing 40% of the net proceeds of the
Offering. See "The Company -- The Acquisitions," "Use of Proceeds," "Management"
and "Certain Transactions."

SUBSTANTIAL SHARES ELIGIBLE FOR FUTURE SALE

The market price of the Common Stock may be adversely affected by the sale,
or availability for sale, of substantial amounts of the Common Stock in the
public market following the Offering. The 2,000,000 shares of Common Stock being
sold in the Offering will be freely tradable unless acquired by affiliates of
the Company. Concurrently with the consummation of the Offering, 3,668,510
shares of Common Stock will be issued in connection with the AMC Merger and the
Acquisitions. Such shares will be registered under the Securities Act and
therefore also will be freely tradable unless acquired by affiliates of the
Company. The future sales of such shares may have a depressive effect on the
market price of the Common Stock.

The Company, its directors, executive officers and certain of its
stockholders, holding an aggregate of 2,761,111 equivalent shares of Common
Stock, have agreed not to offer or dispose of, without the prior written of
Rodman & Renshaw, Inc., any shares of Common Stock for a period of 180 days (the
"Lock-Up Period") following the date the Commission declares effective the
Registration Statement and, for a period of 18 months (or such shorter period as
the Securities and Exchange Commission (the "Commission") may prescribe as the
holding period for restricted securities under Rule 144(e) under the Securities
Act) following expiration of the Lock-Up Period, not to publicly offer or sell
except in accordance with the volume limitations of Rule 144(e), except that the
Company may issue Common Stock in connection with future acquisitions and upon
the exercise of stock options and warrants. See "Shares Eligible for Future
Sale" and "Underwriting."

ABSENCE OF PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the Common Stock
and there can be no assurance that an active trading market will develop or be
sustained upon consummation of the Offering or that the market price of the
Common Stock will not decline below the initial public offering price. The
initial public offering price for the Common Stock will be determined by
negotiation among the Company and the Representatives of the Underwriters and
may not be indicative of the prices that will prevail in the public market. The
market price of the Common Stock may be subject to significant fluctuations in
response to numerous factors, including variations in the annual or quarterly
financial results of the Company or its

13
<PAGE> 15

competitors, changes by financial research analysts in their estimates of the
earnings of the Company, conditions in the economy in general or in the health
care or technology sectors in particular, announcements of technological
innovations or new products or services by the Company or its competitors,
proprietary rights development, unfavorable publicity or changes in applicable
laws and regulations (or judicial or administrative interpretations thereof)
affecting the Company or the health care or technology sectors. Moreover, from
time to time, the stock market experiences significant price and volume
volatility that may affect the market price of the Common Stock for reasons
unrelated to the Company's performance. See "Underwriting."

QUARTERLY FLUCTUATIONS IN OPERATING RESULTS

The Company's operating results may vary significantly from quarter to
quarter, in part because of changes in customer purchasing patterns,
competition, the timing of the recognition of licensing revenues and the timing
of, and costs related to, any new product introductions. The Company operates
without any backlog of product orders and a majority of the revenues realized in
a quarter result from orders received or services rendered in that quarter. The
Company's operating results for any particular quarter are not necessarily
indicative of any future results. The uncertainties associated with the
introduction of any new products and with general market trends may limit
management's ability to forecast short-term results of operations accurately.
The Company is subject to slight seasonal increases in its systems and software
sales in the fourth quarter of its fiscal year. Additionally, a high percentage
of the Company's expenses are relatively fixed, including costs of personnel,
and are not susceptible to rapid reduction. See "Management's Discussion and
Analysis of Pro Forma Combined Financial Condition and Pro Forma Combined
Results of Operations."

IMMEDIATE AND SUBSTANTIAL DILUTION

The purchasers of the shares of Common Stock offered hereby will experience
immediate and substantial dilution in the pro forma net tangible book value of
their shares of $9.19 per share. In the event the Company issues additional
Common Stock in the future, including shares issued in connection with future
acquisitions, purchasers of Common Stock pursuant to the Offering may experience
further dilution. See "Dilution."

ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER AND EMPLOYMENT AGREEMENT PROVISIONS AND
DELAWARE LAW

Certain provisions of Delaware law, the Company's Certificate of
Incorporation and certain of its executive employment agreements could, together
or separately, discourage potential acquisition proposals, delay or prevent a
change in control of the Company and limit the price that certain investors
might be willing to pay in the future for the Company's Common Stock. These
provisions include the right of the Company's Board of Directors to issue,
without further stockholder approval, one or more series of preferred stock with
rights and preferences senior to the rights associated with the Common Stock.
The Company is also subject to Section 203 of the Delaware General Corporation
Law, which may inhibit or discourage a change in control of the Company. In
addition, the provisions of certain executive employment agreements and stock
option agreements may result in economic benefits to the holders thereof upon
the occurrence of a change in control. See "Management--Stock Options,"
"--Employment Agreements," "Description of Capital Stock--Preferred Stock" and
"--Delaware Anti-Takeover Law."

14
<PAGE> 16

USE OF PROCEEDS

The net proceeds to the Company from the sale of 2,000,000 shares of Common
Stock offered hereby are estimated to be approximately $17.9 million after
deducting underwriting discount and estimated expenses of the Offering payable
by the Company. If the Underwriters exercise the over-allotment option, the
Company will not realize any additional net proceeds, as those shares will be
sold by the Selling Stockholders. See "Principal Stockholders."

The Company intends to use approximately $10.8 million of the net proceeds
for payments due upon the consummation of the Acquisitions (excluding $150,000
paid for HCD), approximately $1.5 million for the repayment of certain
outstanding indebtedness, approximately $562,000 principally for expenses
related to the Acquisitions and approximately $265,000 for satisfaction of a
contractual obligation. The balance of the net proceeds, approximately $4.7
million, will be used for working capital and other general corporate purposes,
which are expected to include the acquisition of businesses offering products or
technologies that are complimentary to the Company's existing business. Although
the Company is exploring acquisition opportunities, it has no agreements or
understandings at this time to make any additional acquisitions and is not
involved in any negotiation with respect to any such transactions.

The foregoing represents the Company's best estimate of its allocation of
the net proceeds from the sale of the Common Stock offered hereby based upon the
current state of its business operations, its current plans and current economic
and industry conditions and is subject to reallocation among the categories
listed above. The amounts and timing of actual expenditures will depend on
numerous factors, including the status of the Company's income, the availability
of alternative financing for acquisitions, the Company's business development
activities and competition. Pending the aforementioned uses, the net proceeds
from the Offering will be invested in interest-bearing government securities or
short-term, investment grade securities.

DIVIDEND POLICY

The Company intends to retain its earnings to finance the development and
continued expansion of its business and for general corporate purposes and
therefore does not anticipate paying any cash dividends on its Common Stock in
the foreseeable future. Any future payment of dividends will be at the
discretion of the Board of Directors and will depend upon the Company's
financial condition, results of operations and such other factors as the Board
of Directors deems relevant. There can be no assurance that dividends will ever
be paid by the Company.

15
<PAGE> 17

CAPITALIZATION

The following table sets forth the pro forma capitalization of the Company
as of October 31, 1996 (i) on a pro forma basis to give effect to the November
1996 issuance of shares of AMC common stock for $750,000, the Acquisitions and
the repayment of certain outstanding indebtedness and (ii) on a pro forma
adjusted basis to give effect to the November 1996 issuance of shares of AMC
common stock for $750,000, the Acquisitions, the consummation of the Offering
and the applications of the estimated net proceeds of the Offering. This table
should be read in conjunction with the Unaudited Pro Forma Combined Financial
Statements and the Notes thereto included elsewhere in this Prospectus. See "Use
of Proceeds."

<TABLE>
<CAPTION>
AS OF OCTOBER 31, 1996
-------------------------
PRO FORMA
PRO FORMA AS ADJUSTED
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Short-term debt, including current portion of long-term debt........... $ 407 $ 407
Long-term debt, excluding current portion.............................. 308 308
Stockholders' equity:
Preferred Stock, $0.001 par value; 10,000,000 shares authorized and
no shares issued and outstanding.................................. -- --
Common Stock, $0.001 par value; 40,000,000 shares authorized;
5,129,698 shares issued and outstanding pro forma and 5,668,510
shares issued and outstanding pro forma as adjusted (1)........... 5 6
Additional paid-in capital........................................... 20,240 25,012
Accumulated deficit.................................................. (4,045) (4,045)
------- -------
Total stockholders' equity........................................ 16,200 20,973
------- -------
Total capitalization............................................ $16,915 $21,688
======= =======
</TABLE>

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

(1) Excludes an aggregate of (i) 331,490 shares of Common Stock reserved for
issuance upon the exercise of outstanding stock options and a stock warrant
and (ii) 225,395 equivalent shares of Common Stock to be assigned and
transferred to AMC for cancellation not later than 20 days prior to the
consummation of the Offering, pursuant to a written agreement dated
November 19, 1996.

16
<PAGE> 18

DILUTION

The pro forma net tangible book value (deficit) of the Company's Common
Stock as of October 31, 1996, after giving pro forma effect to the Acquisitions,
certain debt repayments and the November 1996 issuance of shares of AMC common
stock for $750,000, was approximately $(174,000), or $(0.03) per share of Common
Stock. The pro forma net tangible book value per share is equal to the total
tangible assets of the Company less total liabilities divided by the number of
shares of Common Stock outstanding. After giving effect to the sale of 2,000,000
shares of Common Stock offered hereby (after deducting the underwriting discount
and estimated expenses of the Offering payable by the Company), the adjusted pro
forma net tangible book value of the Company as of October 31, 1996 would have
been approximately $4.6 million, or $0.81 per share, representing an immediate
increase in pro forma net tangible book value of $0.84 per share to existing
stockholders and an immediate dilution in pro forma net tangible book value of
$9.19 per share, or 91.9%, to investors purchasing shares at the assumed initial
public offering price in the Offering. The following table illustrates the per
share dilution to new investors:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share...................... $10.00
Pro forma net tangible book value per share before the Offering...... $(0.03)
Increase in net tangible book value per share attributable to new
investors.......................................................... 0.84
-------
Adjusted pro forma net tangible book value per share after the
Offering........................................................... 0.81
-------
Dilution in net tangible book value per share to new investors....... $ 9.19
=======
</TABLE>

If the Underwriters' over-allotment option is exercised in full, the net
tangible book value per share of Common Stock after the consummation of the
Offering will not change because the shares sold to meet the over-allotment
option will be from outstanding shares held by the Selling Stockholders.

The following table summarizes as of October 31, 1996, after giving pro
forma effect to the Acquisitions, certain debt repayments and the November 1996
issuance of shares of AMC common stock for $750,000, the total consideration
paid and the average price paid per share of Common Stock by existing
stockholders and new investors in the Offering (before deducting the
underwriting discount and estimated expenses payable by the Company):

<TABLE>
<CAPTION>
SHARES ACQUIRED TOTAL CONSIDERATION
------------------- --------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- ------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders (1)....... 3,668,510 64.7% $ 2,907,667 12.7% $ 0.79
New investors................... 2,000,000 35.3 20,000,000 87.3 10.00
--------- ----- --------- -----
Total................. 5,668,510 100.0% $22,907,667 100.0%
========= ===== ========= =====
</TABLE>

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

(1) Excludes an aggregate of (i) stock options and a warrant to purchase an
aggregate of 331,490 Equivalent Shares of Common Stock outstanding at a
weighted average per share exercise price of $2.29 and (ii) 225,395
Equivalent Shares of Common Stock to be assigned and transferred to AMC for
cancellation not later than 20 days prior to the consummation of the
Offering.

17
<PAGE> 19

SELECTED PRO FORMA COMBINED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

InfoCure will acquire the Founding Businesses concurrently with and as a
condition to the consummation of the Offering. For financial statement
presentation purposes, AMC has been identified as the accounting acquiror. The
following summary unaudited pro forma combined financial data present certain
data for the Company, as adjusted for (i) the effects of the AMC Merger on an
historical basis, (ii) the effects of the HCD Acquisition, the acquisition by
AMC of Millard-Wayne and the acquisitions by InfoCure of HIS, KComp, DR Software
and Rovak using the purchase method of accounting at their estimated fair values
and (iii) the effects of certain pro forma adjustments to the combined financial
statements. KComp was founded in December 1995; accordingly, results of KComp
are included only for the nine months ended October 31, 1996. See "Management's
Discussion and Analysis of Pro Forma Combined Financial Condition and Pro Forma
Combined Results of Operations" and the Unaudited Pro Forma Combined Financial
Statements and the Notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
PRO FORMA
----------------------------------------
YEAR ENDED NINE MONTHS ENDED
JANUARY OCTOBER 31,
31, -------------------------
1996 1995 1996
---------- ---------- ----------
<S> <C> <C> <C>
SELECTED STATEMENT OF OPERATIONS DATA: (1)
Revenues:
Systems and software sales.......................... $ 10,403 $ 7,280 $ 7,682
Maintenance and support............................. 7,433 5,809 7,545
Other............................................... 1,168 841 957
------- ------- -------
Total revenues.................................... 19,004 13,930 16,184
Cost of revenues....................................... 5,999 4,526 4,699
------- ------- -------
Gross profit........................................... 13,005 9,404 11,485
Operating expenses:
Selling, general and administrative (2)(3)(4)(5).... 9,979 7,287 8,817
Depreciation and amortization (6)................... 1,576 1,157 1,156
------- ------- -------
Operating income....................................... 1,450 960 1,512
Other expense (income):
Interest expense (7)................................ 82 82 69
Other............................................... (204) (110) (42)
------- ------- -------
Income before taxes.................................... 1,572 988 1,485
Income tax (8)......................................... 790 517 712
------- ------- -------
Net income............................................. $ 782 $ 471 $ 773
======= ======= =======
Pro forma net income per share......................... $ 0.15 $ 0.09 $ 0.14
Pro forma weighted average shares outstanding (9)...... 5,385 5,385 5,385
======= ======= =======
</TABLE>

18
<PAGE> 20

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

(1) Assumes that the closing of the Acquisitions had occurred as of February 1,
1995, in the case of the pro forma statements of operations data, and as of
October 31, 1996, in the case of the unaudited selected pro forma balance
sheet data. The pro forma balance sheet data also give effect to the
issuance in November 1996 of 472,811 equivalent shares of Common Stock by
AMC for $750,000. The pro forma combined financial data are based upon
preliminary estimates, available information and certain assumptions that
management believes are appropriate. The unaudited selected pro forma
combined financial data presented herein are not necessarily indicative of
the results the Company would have obtained had such events occurred at the
beginning of the period or of the future results of the Company. The
unaudited selected pro forma combined financial data should be read in
conjunction with the other financial data and notes thereto included
elsewhere in this Prospectus.
(2) Includes pro forma adjustments to reflect (i) the elimination of
duplicative administrative functions at the Company of approximately
$1,803,000, $1,251,000 and $1,352,000 for the year ended January 31, 1996
and the nine months ended October 31, 1995 and 1996, respectively, and (ii)
the additional overhead expenses at the Founding Business of approximately
$452,000, $339,000 and $339,000 for the year ended January 31, 1996 and the
nine months ended October 31, 1995 and 1996, respectively. The Company
considers that the elimination of approximately $1,130,000 of these
expenses, on an annualized basis, was effected upon the consummation of the
HCD Acquisition on December 3, 1996.
(3) Includes pro forma adjustments to reflect the elimination of allocations
from Info Systems for (i) overhead of approximately $477,000, $324,000 and
$264,000 for the year ended January 31, 1996 and the nine months ended
October 31, 1995 and 1996, respectively, and (ii) expense related to HCD's
participation in Info System's employee stock ownership plan of
approximately $159,000, $147,000 and $61,000 for the year ended January 31,
1996 and the nine months ended October 31, 1995 and 1996, respectively.
Upon the consummation of the HCD Acquisition on December 3, 1996, these
eliminations were effected.
(4) Includes pro forma adjustments to reflect the elimination of rent, phone
and travel expenses of approximately $351,000, $237,000 and $264,000, for
the year ended January 31, 1996 and the nine months ended October 31, 1995
and 1996, respectively. Upon the consummation of the HCD Acquisition on
December 3, 1996, the elimination of $117,000 of such expenses, on an
annualized basis, was effected.
(5) Includes pro forma adjustments to reflect the elimination of certain
commissions and royalties which are payable by Rovak under agreements that
will be terminated following the consummation of the Offering. Such
adjustments are approximately $125,000, $86,000 and $241,000 for the year
ended January 31, 1996 and the nine months ended October 31, 1995 and 1996,
respectively.
(6) Includes pro forma adjustments to reflect the amortization expense on the
goodwill recorded in connection with the Acquisitions of approximately
$665,000, $498,000 and $498,000 for the year ended January 31, 1996 and the
nine months ended October 31, 1995 and 1996, respectively.
(7) Includes pro forma adjustments to reflect a reduction in interest expense
related to debt reduction, in connection with the Acquisitions and the
Offering, of $241,000, $95,000 and $188,000 for the year ended January 31,
1996 and the nine months ended October 31, 1995 and 1996, respectively.
(8) The pro forma provision for income taxes includes (i) the effects of the
non-deductible portion of goodwill for tax purposes and (ii) assumes that
the deferred tax asset represented by AMC's net operating loss
carryforwards of approximately $1,500,000 is recognized as of January 31,
1995.
(9) The pro forma weighted average shares outstanding includes (i) 5,129,698
shares to be issued in connection with the Acquisitions and the Offering
and (ii) 255,653 Common Stock equivalents issuable upon outstanding stock
options and a warrant.
(10) The pro forma combined balance sheet is adjusted to give effect to the
receipt and application of the net proceeds of the Offering. See "Use of
Proceeds" and "Capitalization."

19
<PAGE> 21

MANAGEMENT'S DISCUSSION AND ANALYSIS OF PRO FORMA COMBINED FINANCIAL
CONDITION AND PRO FORMA COMBINED RESULTS OF OPERATIONS

GENERAL

InfoCure was incorporated in November 1996 to develop, market and service
practice management systems for use by health care providers throughout the
United States.

Concurrently with and as a condition to the consummation of the Offering,
InfoCure will acquire the seven Founding Businesses, which will be consolidated
into three operating divisions: the Desktop Division, the Mid-Range Division and
the Enterprise Division. The Desktop Division markets DOS and Windows-based
practice management systems and other software products primarily to small to
mid-size medical practices, including podiatric, dental, oral and maxillofacial
providers. The Mid-Range Division offers AIX and UNIX-based practice management
systems to mid-size medical practices, including oral surgeons and
orthodontists. The Enterprise Division markets IBM AS/400-based practice
management systems to mid-size to large medical practices and clinics.

The Company's total revenues are derived primarily from the delivery of
systems and software sales and maintenance and support services. Systems and
software sales include revenue from new systems, hardware, training and other
services provided during a customer installation as well as upgrades to existing
customers. Maintenance and support services revenues are generated by providing
customers with training, updates, enhancements and telephone support.

The Company recognizes systems revenue in accordance with the provisions of
AICPA Statement of Position No. 91-1 "Software Revenue Recognition." Revenue
from support and maintenance contracts is recognized as the services are
performed ratably over the contract period, which typically is one quarter or a
full year. Revenue from other services is recognized as the services are
provided.

Selling, general and administrative expense consists primarily of
marketing, advertising, administrative, research, software development and other
overhead costs. The Company's pro forma combined financial results cover periods
when the Founding Businesses were not under common control or management and
include adjustments to compensation expense and certain other operating expenses
to levels the Company intends to or has implemented in connection with the
Acquisitions. See "Risk Factors -- Absence of Combined Operating History;
Operating Losses" and Unaudited and Pro Forma Combined Financial Statements and
the Notes thereto.

The Company's acquisition strategy is to take advantage of the
consolidation opportunities existing in the practice management systems sector.
This strategy involves acquiring a significant customer base of software
installations and expanding customer and electronic services. The Company has an
installed customer base of approximately 17,500 health care providers in a broad
range of specialties at over 6,000 client sites.

RESULTS OF OPERATIONS

The following pro forma combined financial data contain the results of
operations for the nine months ended October 31, 1996 and 1995. KComp was
established in December 1995. The only results of KComp included in the pro
forma combined financial data are for the nine months ended October 31, 1996.

The following discussions should be read in conjunction with the Selected
Pro Forma Combined Financial Data, the Selected Financial Data of AMC and the
other financial statements and notes thereto appearing elsewhere in this
Prospectus.

Nine Months Ended October 31, 1996 Compared with Nine Months Ended October 31,
1995

Revenues increased by $2,254,000, or 16.2%, to $16,184,000 for the nine
months ended October 31, 1996 from $13,930,000 for the nine months ended October
31, 1995. Maintenance and support revenue increased $1,736,000, or 29.9%, to
$7,545,000 for the nine months ended October 31, 1996 from $5,809,000 for the
comparable period. The increase primarily was due to the formation of KComp,
which contributed maintenance and support revenues of $1,275,000, and additional
revenues from onsite training services.

20
<PAGE> 22

Systems and software sales increased $402,000, or 5.5%, to $7,682,000 for the
nine months ended October 31, 1996 from $7,280,000 for the nine months ended
October 31, 1995.

Cost of revenue increased by $173,000, or 3.8%, to $4,699,000 for the nine
months ended October 31, 1996 from $4,526,000 for the nine months ended October
31, 1995. As a percentage of revenue, cost of sales decreased to 29.0% for the
nine months ended October 31, 1996 from 32.5% for the nine months ended October
31, 1995. This decrease in cost of revenue as a percent of sales principally
reflects a change in product mix, whereby maintenance and service revenue
increased to 46.6% of total revenues for the nine months ended October 31, 1996
from 41.7% of total revenues for the nine months ended October 31, 1995. The
cost of revenue for KComp for the nine months ended October 31, 1996 was
$112,000.

Selling, general and administrative expense increased by $1,530,000, or
21.0%, to $8,817,000 for the nine months ended October 31, 1996 from $7,287,000
for the nine months ended October 31, 1995. This increase primarily is due to
the formation of KComp, which added $1,134,000 to selling, general and
administrative expense.

As a result of the foregoing factors, operating income increased by
$552,000, or 57.5%, to $1,512,000 for the nine months ended October 31, 1996
from $960,000 for the nine months ended October 31, 1995. This increase reflects
the operating income of $249,000 from the KComp operations for the nine months
ended October 31, 1996, which were not included in the prior year. As a
percentage of revenues, income from operations increased to 9.3% for the nine
months ended October 31, 1996 from 6.9% for the nine months ended October 31,
1995.

Interest expense decreased by $13,000, or 15.9%, for the nine months ended
October 31, 1995 to $69,000 from $82,000 for the nine months ended October 31,
1996, primarily due to repayment of the notes payable and long-term debt.

LIQUIDITY AND CAPITAL RESOURCES

The Founding Businesses have lines of credit providing for combined
advances of up to $175,000, with borrowings outstanding at October 31, 1996
totalling $120,000. Following consummation of the Acquisitions and the Offering,
the Company will have outstanding long-term debt of $523,000, including $215,000
which will be classified as the current portion of long-term debt.

The Company has gross cash flow from operations (net income plus
depreciation and amortization) for the nine months ended October 31, 1996 and
for the year ended January 31, 1996 of $1,929,000 and $2,358,000, respectively.
The Company believes that funds generated from operations, together with the net
proceeds of the Offering, will be sufficient to finance its current operations,
potential obligations relating to the Acquisitions and planned capital
expenditure requirements at least through the next 18 months. In the longer
term, the Company may require additional sources of capital to fund future
growth and acquisitions. Such sources of capital may include additional equity
or debt financings.

SEASONALITY AND FLUCTUATIONS

The Company is subject to slight seasonal increases in its systems and
software sales in the fourth quarter of its fiscal year.

21
<PAGE> 23

SELECTED FINANCIAL DATA OF AMC
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following selected financial data present certain data for AMC for the
years ended January 31, 1995 and 1996 and the nine months ended October 31, 1995
and 1996. The selected financial data presented for AMC should be read in
conjunction with its audited financial statements and notes thereto included
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
JANUARY 31, OCTOBER 31,
----------------- -----------------
1995 1996 1995 1996
------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
SELECTED STATEMENTS OF OPERATIONS DATA:
Revenues:
Software and services................................ $ 2,866 $ 2,026 $ 1,618 $ 1,430
Hardware............................................. 620 387 297 230
------- ------- ------- -------
Total revenues..................................... 3,486 2,413 1,915 1,660
Cost of sales........................................... 1,116 516 434 299
------- ------- ------- -------
Gross profit............................................ 2,370 1,897 1,481 1,361
Operating expenses:
Salaries and operating expenses...................... 2,848 2,018 1,491 1,574
Depreciation and amortization........................ 564 112 82 55
------- ------- ------- -------
Loss from operations.................................... (1,042) (233) (92) (268)
Other income (expense):
Interest expense..................................... (54) (68) (47) (60)
Other................................................ 21 121 115 3
------- ------- ------- -------
Net loss................................................ $(1,075) $ (180) $ (24) $ (325)
======= ======= ======= =======
Net loss per share...................................... $ (0.03) $ (0.00) $ (0.00) $ (0.01)
Weighted average shares outstanding..................... 41,963 41,387 41,349 43,531
======= ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
AS OF JANUARY 31, AS OF OCTOBER 31,
1996 1996
----------------- -----------------
<S> <C> <C>
SELECTED BALANCE SHEET DATA:
Cash and cash equivalents.................................... $ 250 $ 183
Working capital.............................................. (1,201) (987)
Total assets................................................. 567 664
Short-term debt.............................................. 336 311
Long-term debt, less current portion......................... 545 539
Total stockholders' equity................................... (1,618) (1,273)
</TABLE>

22
<PAGE> 24

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

GENERAL

For financial statement purposes, AMC has been presented herein as the
acquiring company. For the periods presented herein, AMC functioned with
operations exclusively through a single operating subsidiary, ICS. After October
31, 1996, HCD became, and Millard-Wayne will become, subsidiaries of AMC in
transactions accounted for as purchases. The following discussion and analysis
should be read in conjunction with the audited financial statements and notes
thereto included elsewhere in this Prospectus.

RESULTS OF OPERATIONS

Nine Months Ended October 31, 1996 Compared with Nine Months Ended October 31,
1995

Total revenues decreased by $255,353, or 13.3%, to $1,659,671 for the nine
months ended October 31, 1996 from $1,915,024 for the nine months ended October
31, 1995. Software and services revenues decreased by $188,460, or 11.6%, to
$1,429,876 for the nine months ended October 31, 1996 from $1,618,336 for the
nine months ended October 31, 1995 due to a decrease in UNIX software sales of
$117,131 and a decrease in net EDI revenues of $32,333. The method by which EDI
revenues and costs are recorded was changed from a gross amount to a net amount
during the year ended January 31, 1996. As a result, EDI revenues are shown at a
net amount of $260,349 for the nine months ended October 31, 1996 compared to
$292,682 for the nine months ended October 31, 1995. The overall EDI transaction
volume increased by 136,339 transactions, or 19.8%, to 824,650 for the nine
months ended October 31, 1996 from 688,311 transactions for the nine months
ended October 31, 1995.

Cost of sales decreased by $135,024, or 31.1%, to $299,075 for the nine
months ended October 31, 1996 from $434,099 for the nine months ended October
31, 1995. As a percentage of revenue, cost of sales decreased to 18.0% for the
nine months ended October 31, 1996 from 22.7% for the comparable nine month
period ended October 31, 1995. This decrease in cost of sales as a percentage of
total revenues reflects a change in product mix whereby revenues associated with
UNIX hardware sales decreased to 8.5% for the nine months ended October 31, 1996
from 15.3% for the nine months ended October 31, 1995.

Salaries and operating expenses increased by $82,452, or 5.5%, to
$1,573,936 for the nine months ended October 31, 1996 from $1,491,483 for the
nine months ended October 31, 1995. This increase was due to an increase in
contract labor, as AMC identified specific tasks to be performed by outside
contractors for training and installation services, and additional overhead
associated with opening a second office for purposes of implementing its
acquisition strategy.

As a result of the foregoing factors, AMC had a loss from operations of
$268,229 for the nine months ended October 31, 1996, as compared to a loss of
$92,211 for the nine months ended October 31, 1995. Year Ended January 31,
1996 Compared with Year Ended January 31, 1995

Total sales decreased by $1,072,825, or 30.8%, to $2,412,734 for the year
ended January 31, 1996 from $3,485,559 for the year ended January 31, 1995.
Software and services revenues decreased by $839,468, or 29.3%, to $2,026,114
for the year ended January 31, 1996 from $2,865,582 for the year ended January
31, 1995. Several factors contributed to this decrease. UNIX maintenance
decreased by $262,387, or 24.6%, to $805,321 for the year ended January 31, 1996
from $1,067,708 for the year ended January 31, 1995, due to the change in
billing methods associated with the outsourcing of hardware maintenance
services. Sales of DOS-based practice management software products and
maintenance decreased by $236,670, or 30.2%, to $546,134 for the year ended
January 31, 1996 from $782,804 for the year ended January 31, 1995. This
decrease was related to AMC's shift to direct marketing, rather than marketing
through third-party distributors. The method by which EDI revenues and costs are
recorded was changed from a gross amount to a net amount during the year ended
January 31, 1996. As a result, EDI revenues are shown at a net amount of
$372,516 for the year ended January 31, 1996, a decrease of $219,384, or 37.9%,
from $591,900 for the year ended

23
<PAGE> 25

January 31, 1995. Hardware sales decreased by $233,357, or 37.6%, to $386,620
for the year ended January 31, 1996 from $619,977 for the year ended January 31,
1995, primarily due to a decrease in UNIX hardware sales.

Cost of sales decreased by $599,884, or 53.8%, to $515,842 for the year
ended January 31, 1996 from $1,115,726 for the year ended January 31, 1995. As a
percentage of sales, cost of sales decreased to 21.3% for the year ended January
31, 1996 from 32.0% for the year ended January 31, 1995. This decrease in cost
of sales as a percentage of sales reflects a reduction in cost of sales
resulting from the change in EDI billing and a change in product mix whereby
revenues associated with UNIX hardware sales decreased to 14.3% for the year
ended January 31, 1996 from 15.6% for the year ended January 31, 1995.

Salaries and operating expense decreased by $830,616, or 29.2%, to
$2,017,389 for the year ended January 31, 1996 from $2,848,005 for the year
ended January 31, 1995. This decrease was due to operational efficiencies,
including the outsourcing of hardware support, and EDI billing and collections.
The decrease was also due to salary and benefit reductions of $384,517
associated with the reduction in total personnel.

As a result of the foregoing factors, the operating loss decreased to
$232,811 for the year ended January 31, 1996 from $1,041,862 for the year ended
January 31, 1995.

LIQUIDITY AND CAPITAL RESOURCES

For the year ended January 31, 1996, cash provided by operating activities
totalled $15,415, cash used for investing activities totalled $10,976 and cash
provided by financing activities totalled $240,575. Cash provided by financing
activities resulted from long-term debt and a note payable. Other than advances
available from certain officers and stockholders, AMC had no available line of
credit or financing source. For the nine months ended October 31, 1996, cash
used for operating activities totalled $637,655, cash used for investing
activities totalled $142,796 and cash provided by financing activities totalled
$713,765. Cash provided by financing activities resulted from issuance of common
stock.

As of January 31, 1996, AMC had an accumulated deficit of $3,504,880 and a
working capital deficiency of $1,200,963. As of October 31, 1996, AMC had an
accumulated deficit of $3,830,356 and a working capital deficit of $986,509.

24
<PAGE> 26

BUSINESS

InfoCure has entered into agreements to acquire, concurrently with the
consummation of the Offering, the seven Founding Businesses. The integration of
these businesses will combine existing and proven products, research and
development, sales, marketing and support efforts. Following consummation of the
Acquisitions, the Founding Businesses will be consolidated into three operating
divisions, according to technical platform, thereby allowing the Company to
market and service cost-effectively its practice management systems to a wide
range of health care providers.

The Company's existing customer base comprises primarily office-based
health care practices that range in size from single practitioners to up to
several hundred providers with an emphasis on small and mid-size (up to 25
providers) health care practices. Based on industry sources, 60% of the
physicians in the United States are organized into approximately 190,000
office-based medical practices. Nearly all of these practices are small to
mid-size; there are fewer than 1,000 office-based medical practices in the
United States with more than 25 providers. Small and mid-size health care
practices are significantly under-penetrated with regard to practice management
software and EDI transaction processing. For example, while it is estimated that
the majority of hospitals submit their claims electronically, among small and
mid-size medical practices only approximately 35% submit claims electronically.

INDUSTRY BACKGROUND

The Company believes that increased utilization of information
technologies, including EDI, can provide cost savings to providers and payors,
and to the health care system as a whole. Both payors and providers benefit from
reduced overhead as a result of the administrative simplification provided by
the direct electronic interchange of data traditionally handled manually (i.e.,
eligibility verification and claim status inquiries). In addition, payors are
able to detect fraud more easily and screen for unusual utilization trends. By
processing claims electronically, all providers, but especially office-based
providers, can reduce staff time and help meet the challenges of health care
cost containment initiatives. Providers also benefit from improved accounts
receivable turnover as a result of EDI.

The Company believes that the foregoing trends in the health care industry
will encourage greater consolidation within the practice management software
business, as many of the smaller practice management software companies find it
difficult to address the needs of providers in this rapidly changing
environment. Historically, sellers of health care information systems to
office-based health care providers have been focused either regionally or by
specialty. Due to the fragmented nature of practice management systems
suppliers, the Company believes that opportunities exist to increase its market
share of installed customers through acquisitions of complementary businesses,
products and services.

25
<PAGE> 27

BUSINESS STRATEGY

The Company believes that it is well-positioned to take advantage of the
increased technology needs of the health care industry particularly among
smaller health care providers. As the supplier of the core practice management
system adopted by its customers, the Company has established its technology in
many customer sites, which, it believes, will yield significant growth
opportunities and competitive advantages.

The Company's primary growth strategies are to:

- Accelerate the Integration of EDI Services. The Company believes that
EDI services address the needs of patients, physicians and third-party
payors to increase efficiency and reduce overall costs while providing
the Company with a potential recurring revenue source. The Company
intends to introduce new EDI services in 1997 which will include
electronic eligibility and referral authorization, precertification,
claims status, encounter and payment approval. The Company intends to
promote the use of EDI services, primarily among the smaller practices
that constitute the core of the Company's existing customer base.

- Expand Through Strategic Acquisitions. The Company intends to acquire
companies that (i) have an established base of customers using practice
management software, (ii) own either key technologies or distribution
networks that complement existing products or (iii) provide the Company
with the opportunity for market leadership within specialty niches.

- Leverage its Customer Base. The Company's wide range of products and
services provides its sales force with opportunities to cross-sell
among its operating divisions. The Company intends to generate revenues
from existing customers by providing (i) system maintenance and
services, (ii) system upgrades, (iii) additional software applications
and (iv) EDI services. To generate new sales opportunities, the Company
will continue to devote significant resources to developing and
maintaining relationships with its existing customers and practice
management consultants. The Company also will continue to transition
its customers gradually to newer technologies in order to protect their
system investments and minimize operational disruption.

- Expand its National Sales Efforts. The Company intends to expand its
direct sales efforts to market its products and services to a greater
number of health care providers. The Company believes that it can
increase its sales effectiveness and can better address the needs of
small, mid-size and large practices as a result of its organization
into three operating divisions. See "-- Sales and Marketing."

- Continue to Develop and Provide Sophisticated Practice Management
Software Products. In order to serve its customers' needs, the Company
will continue to make available innovative products and develop and
enhance its core practice management applications. In addition, where
appropriate, the Company will integrate software products developed by
third parties into its practice management systems.

- Capitalize on the Combination of Founding Businesses. The Company
believes that the combination of the Founding Businesses provides
unique opportunities for (i) the coordination of product research and
development, sales and marketing, (ii) the reduction of redundant
expenses and operations and (iii) the maximization of the experience of
the assembled management team.

PRODUCTS AND SERVICES

EDI Services

The Company has developed software allowing it to offer transaction-based
EDI services, including patient billing and insurance claims submission. The
Company believes that these services address the needs of patients, physicians
and third-party payors to increase efficiencies and reduce overall costs and
that EDI services present the Company with a new recurring revenue source. The
Company provides EDI services on a transaction-based or fixed fee basis. The
Company estimates that over 240 million potential annual recurring

26
<PAGE> 28

transactions are now being generated via non-electronic methods by its base of
installed customers. The Company's current EDI services include:

<TABLE>
<S> <C>
Electronic Claims Submission............ Submits insurance claims electronically
from practices to an independent national
clearinghouse which forwards, either
electronically or on paper, to the
appropriate payors for payment.
Electronic Patient Billing.............. Submits patient billing information
electronically from practices to an
independent national clearinghouse which
processes, prints and mails bills and
provides billing reports to the practice.
Electronic Claims Remittance............ Remits insurance payment from payor via
electronic payment which automatically
posts explanation of benefits into the
practice management system.
</TABLE>

The Company intends to introduce a suite of additional EDI services in
1997. These additional EDI services will include electronic eligibility and
referral authorization, precertification, claims status, encounter and payment
approval.

In January 1996, the Company entered into a marketing and sales agreement
with Envoy Corporation for the electronic processing of health care insurance
claims. The Company believes that an alliance with a major clearinghouse is
central to its EDI strategy.

Core Software Products

All of the practice management software products offered by the Company
provide physicians and other professionals with comprehensive office management
software designed to automate the administrative, financial, practice management
and clinical requirements of a professional's office practice. These systems
range in capacity from one to hundreds of users, allowing the company to address
the needs of both small and large customers. The Company believes that its
practice management products meet the information requirements of the vast
majority of all medical specialties and office-based practices in the United
States by providing the following applications:

<TABLE>
<S> <C>
FINANCIAL APPLICATIONS
Patient Billing......................... Prepares patient statements. Accommodates
family billing or individual patient
billing and open item billing.
Patient Records......................... Maintains patient demographic, insurance,
financial, referral, diagnosis and other
user defined records.
Insurance Processing.................... Processes and prints claims. Coordinates
benefits when multiple insurance carriers
are involved. Tracks aging and payments of
all claims.
Refund Processing....................... Prints refund checks for all credit
balances and posts adjusting entries to
patient accounts.
Collection.............................. Enhances the effectiveness of collection
procedures. Standardizes in-house
collection process, tracks collection
results and integrates a series of
delinquency correspondence.
</TABLE>

27
<PAGE> 29

<TABLE>
<S> <C>
ADMINISTRATIVE APPLICATIONS
Patient Communication................... Integrates word processor with database to
allow user to create form letters and other
types of repetitive correspondence.
Appointment Scheduling.................. Automates appointment scheduling. Provides
on line patient appointment inquiry,
cancellation history, balance inquiry,
credit alerts and patient notes.
Referral Analysis....................... Tracks and analyzes all referral sources,
both statistically and financially.
Categorizes referrals by specialty and
volume.
PRACTICE MANAGEMENT APPLICATIONS
Management Reporting.................... Generates reports including aged accounts
receivable, insurance claims analysis and
aging, physician financial analysis, audit
report, receipts analysis, service
analysis, financial and procedure analysis
and revenue categories.
Report Generator........................ Creates custom reports from practice
management database with ability to store
report formats in a library format.
Graphic Analysis........................ Produces graphs displaying practice
management information and allows formats
to be stored in a library format.
Managed Care Analysis................... Tracks managed care plans and analyzes them
for profitability to help the practice
manage plan participation.
CLINICAL APPLICATIONS
Patient Medical History................. Stores and allows retrieval of patient
medical history such as allergies, current
and past diagnoses, procedures with
analysis by gender and age categories.
Patient Treatment Planning.............. Allows automated treatment planning and
tracking.
Hospital Link........................... Permits user's computer to emulate a
terminal connected to hospital system in
order to extract hospital data.
</TABLE>

The Company's core product offerings and services include software,
hardware, installation and training. The prices of the Company's products depend
upon a number of factors, including number of providers, number of system users
and technical platform, and range from $1,500 to over $500,000. Each customer
typically contracts with the Company for maintenance services, with annual fees
ranging from $360 to $40,000. Maintenance contracts are renewable annually.

28
<PAGE> 30

Add-On Software Modules

Recently the Company has developed and introduced new information modules
to address certain specific needs of health care practices. These modules can be
integrated with the Company's practice management software products to enhance
their capabilities, which include:

<TABLE>
<S> <C>
Voice Automated Medical Records......... Designed to give physicians the power to
dictate directly to the computer and to
create accurate medical reports in seconds.
Digital Record Keeping(TM).............. Enables a practice to store and merge
radiographic and photographic images with
correspondence and clinical medical
records.
Optical Mark System(R).................. Uses optical scanner technology to automate
daily tasks and eliminate data entry.
Laboratory Interface.................... Interfaces with outside medical
laboratories to automate independent
laboratory test requisition and results
reporting processes.
Distributive Processing................. Developed for multi-site health care
facilities that seek to operate the "back
office" from a centralized facility.
Advanced Analytical Software Products... Created for use by the professional
business manager or managing physician to
provide a "top down" view of the practice,
identifying financial, payor, patient,
clinical, system and EDI utilization,
practice demographic and practice
profitability trends.
</TABLE>

PRODUCT RESEARCH AND DEVELOPMENT

The Company believes that the health care information system industry is in
a technological transition from older, more structured data base system designs
to products designed to take advantage of (i) newer programming techniques, (ii)
greater processing capability, (iii) increases in data storage, compression and
retrieval capacity, (iv) faster communications, (v) graphical interfaces, (vi)
optical input and digital output and (vii) broad based client server
architecture. The Company is developing a new core practice management product
scheduled for release in 1997 that utilizes the client server architecture
programmed in a rapid development language applying relational data base and
object oriented technology. The product will incorporate a comprehensive suite
of EDI services that are fully integrated with the core practice management
system, as well as complying with open data base connectivity (ODBC) standards.
The Company intends to continue to invest in product development and to
emphasize Windows-based products, software improvements and enhancements to its
EDI programs. Also, the Company intends to expand its voice activation and other
technologies, such as imaging and scanning. See "Risk Factors--Product
Development."

As of October 31, 1996, the Company had 52 employees responsible for
product development and technical services.

29
<PAGE> 31

SALES AND MARKETING

The Company markets its products to its existing customers via a dedicated
sales force who promote and sell system upgrades, maintenance services,
peripherals, add-on software products and EDI services. The Company believes
that the decision making process of providers to purchase practice management
systems is often influenced by the recommendations of other providers, practice
management consultants and payors. Therefore, the Company intends to target
consultants and payors for sales opportunities. In addition, the Company targets
markets through industry seminars, trade shows, direct telephone and mail
campaigns and advertisements in various publications. The Company markets its
products nationally to new customers through a direct sales force consisting of
34 sales representatives located in: Atlanta, Georgia; Kansas City, Missouri;
St. Elmo, Minnesota and Los Angeles, California.

The Company believes that the nature, scope and structure of the purchasers
of health care information systems technology are changing. To address the
complex needs of larger potential customers, the Company is forming an executive
sales group, which will be directed by the Vice President of Sales. Senior
divisional and corporate management also will assist in the sales and marketing
to larger and more technically advanced potential customers.

The Company believes that its fundamental strength lies in its diverse base
of installed customers, which will require more of the Company's products and
services as a result of the impact of managed care on health care providers. It
is a primary focus of the Company to direct a substantial portion of its sales
and marketing efforts to cross-selling its existing customer base for the
introduction of new software products, maintenance and support services and EDI
services.

CUSTOMER SUPPORT AND SERVICES

The Company offers software maintenance and support, enhancements, training
and, to a limited extent, custom development services to its customers. The
Company generally provides a limited warranty of 90 days or less with its
software products. Thereafter, maintenance and support services are available
for an additional charge. Maintenance and support services include telephone
support, maintenance updates, new releases which operate on new operating
systems and/or contain additional features and functions.

The Company believes that support is critical to the successful
installation and on-going operation of its practice management systems, and it
has dedicated substantial resources to customer support. As of October 31, 1996,
the Company had 102 full-time employees engaged in customer services. The
Company offers several toll free support lines staffed by experienced personnel
who answer general questions about the systems and solve operational
difficulties. Technical and research development staff provide additional
technical expertise to solve more complex issues and questions.

The Company operates eight regional customer training, support, and service
facilities in: Atlanta, Georgia (three facilities); Kansas City, Missouri; St.
Elmo, Minnesota; Los Angeles, California; Charlotte, North Carolina and
Pittsburgh, Pennsylvania. Annual customer meetings are held at various times
during the year, and newsletters are distributed to the Company's customers on a
periodic basis.

CUSTOMERS

The Company has installed more than 6,000 practice management systems,
serving approximately 17,500 health care providers that range in practice size
from one to more than 200 providers in all 50 states. The Company has customers
in all major specialties and subspecialties. No single customer accounted for
more than 3% of revenue during 1995.

COMPETITION

The practice management systems industry is highly competitive. There are
numerous competitors, both regional and national, that market in this fragmented
industry. The Company believes that the primary competitive factors in this
market are service, support and customer satisfaction combined with price,
functionality, user friendliness, ongoing product enhancements and the
reputation and stability of the seller.

30
<PAGE> 32

The Company believes that its principal competitive advantages are its
commitment to providing the highest level of service and support, its offerings
of feature-rich products customized to meet its customer's needs and size and
its substantial installed customer base. The Company's principal competitors
include other practice management system companies and local software resellers.
In addition, the Company competes with certain national and regional companies
which provide health care information systems and data processing which provide
computerized billing, insurance processing and record management services to
practices. Among the Company's principal competitors are IDX Systems
Corporation, Medic Computer Systems, Inc., Medical Manager Corporation,
Physician Computer Network, Inc. and Quality Systems, Inc. Certain of the
Company's competitors have greater financial, development, technical, marketing
and sales resources than the Company, although the Company believes that none of
its competitors dominates the overall practice management systems market.
Additionally, as the markets for the Company's products and services develop,
additional competitors may enter those markets and competition may intensify.
See "Risk Factors -- Competition."

PRODUCT PROTECTION

The Company regards its software as proprietary. The Company enters into
written license agreements with its customers which limit the use and copying of
its software. "Shrink wrap" licenses are used in connection with certain end
users sales. The Company relies principally on copyright law and trade secret
protection to protect its proprietary software. The software usually is
furnished in object code only, although source code licenses are granted in a
limited number of situations. The Company has not applied for any patents for
its software and does not believe that patent laws will be a source of
protection of the Company's products. Employees and technical consultants of the
Company are required to execute agreements providing for the confidentiality of
information and the assignment to the Company of proprietary property. See "Risk
Factors--Product Protection."

GOVERNMENT REGULATION

Many aspects of the health care industry presently are subject to extensive
federal and state government regulation. Certain of these laws and regulations
are applicable to the record keeping and reporting requirements. The Company
will continue to modify its products to assist health care providers to comply
with all applicable laws. See "Risk Factors--Uncertainty in Health Care
Industry; Government Regulation."

EMPLOYEES

As of October 31, 1996, the Company employed 230 persons, including 34 in
marketing and sales, 102 in customer support services, 52 in product research
and development and 42 in administration, finance and management. None of the
employees of the Company is represented by a labor union.

FACILITIES

The Company leases nine facilities, having an aggregate of 60,487 square
feet and located in: Atlanta, Georgia (four facilities); Kansas City, Missouri;
St. Elmo, Minnesota; Los Angeles, California; Charlotte, North Carolina and
Pittsburgh, Pennsylvania. Sales, product development and administrative
functions are conducted at each facility. The leases have remaining terms
ranging between one and five years. The Company believes that its facilities are
adequate for its current needs, that suitable additional space will be available
as required and that opportunities exist for the Company to consolidate
operations in a manner that may reduce the Company's facilities requirements and
rental costs.

LEGAL PROCEEDINGS

The Company is not currently a party to any litigation that would have a
material adverse effect on its business, results of operations or financial
condition.

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<PAGE> 33

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The Company's executive officers and directors are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------- --- -------------------------------------------
<S> <C> <C>
Frederick L. Fine.......................... 38 Chairman of the Board, President and Chief
Executive Officer (1)
James K. Price............................. 38 Executive Vice President and Director
Michael E. Warren.......................... 42 Chief Financial Officer and Director
R. Ernest Chastain......................... 47 Vice President -- Sales and Marketing
Donald M. Rogers........................... 38 President, Desktop Division
M. Wayne George............................ 56 President, Enterprise Division
Gregory F. Vap............................. 44 President, Mid-Range Division
James D. Elliot............................ 36 Director (1)(2)
Richard E. Perlman......................... 50 Director (1)(2)
</TABLE>

- ---------------
(1) Member of the Audit Committee of the Board of Directors
(2) Member of the Compensation Committee of the Board of Directors

The directors are elected annually by the stockholders and hold office
until the next annual meeting of stockholders or until their respective
successors are duly elected and qualified or until their earlier resignation or
removal.

The business experience, principal occupation and employment, as well as
the periods of service of each of the directors and executive officers of the
Company during at least the last five years are set forth below:

Frederick L. Fine is a founder of the Company. Mr. Fine has served as
president of AMC since 1995 and as president of ICS since 1994. From 1993 to
1995, Mr. Fine served as executive vice president of AMC, and from 1985 to 1994
served as executive vice president of ICS, which he co-founded in 1985. From
1991 to 1993, Mr. Fine served as vice president of Newport Capital, Inc.
("Newport"), predecessor to AMC. Mr. Fine has served as a director of AMC, ICS
and Newport throughout the terms of his employment by each company. From 1983 to
1985, Mr. Fine was a regional manager with Informatics General Corporation, a
supplier of accounting software and from 1981 to 1983 was a sales representative
with Moore Business Systems, a provider of practice management systems. Mr. Fine
holds an B.S. in Economics from the University of Georgia.

James K. Price is a founder of the Company. Mr. Price has served as
executive vice president of AMC since 1995 and was vice president from 1993 to
1995. Mr. Price co-founded ICS and has served as its executive vice president
since 1994, as vice president from 1987 to 1994 and as president from 1985 to
1987. In addition, from 1991 to 1993, Mr. Price was a vice president of Newport.
Mr. Price has served as a director of AMC, ICS and Newport throughout the terms
of his employment by each company. From 1983 to 1985, Mr. Price was health care
sales manager of Executive Business Systems, a practice management systems
supplier, and from 1981 to 1983 was a sales representative with Moore Business
Systems. Mr. Price holds a B.A. in Marketing from the University of Georgia.

Michael E. Warren, since joining AMC in August 1994, has served as its vice
president of operations and as chief financial officer. From 1992 to 1994, Mr.
Warren was director of provider systems at Millennium Healthcare, a supplier of
electronic health care services. From 1986 to 1992, Mr. Warren was director of
the Computer Risk Management Practice in the Southeast of Arthur Andersen, LLP.
From 1983 to 1986, Mr. Warren worked as Manager of Systems Auditing for
NationsBank, and from 1980 to 1983 was an accountant with Coopers & Lybrand,
LLP. Mr. Warren holds a Masters in Business Information Systems from Georgia
State University and a B.A. in Accounting from the University of Georgia. Mr.
Warren is a CPA, a member of the AICPA and a member of the Georgia Society of
CPAs.

32
<PAGE> 34

R. Ernest Chastain joined AMC in November 1996. From 1994 until his
employment by AMC he served as vice president of sales of Quality Systems, Inc.,
a health care practice management company, and from 1993 to 1994, Mr. Chastain
served as vice president of sales for ELCOMP, Inc., a health care practice
management company, and from 1983 to 1986, Mr. Chastain served as regional vice
president for Contel Business Systems, Inc., a supplier of practice management
systems, which was acquired in 1986 by Versyss, Inc., another practice
management system supplier. From 1986 to 1992, Mr. Chastain served as vice
president of sales management for Versyss, Inc. Mr. Chastain holds a B.A. in
Marketing from the University of Georgia.

Donald M. Rogers is a founder of DR Software and has served as its
president since its formation in 1984. From 1983 to 1984, Mr. Rogers was an
account manager at HBO & Company, health care software company, and from 1980 to
1983 was a systems analyst at NCR Corporation, a computer hardware manufacturer.
Mr. Rogers holds a B.S. in Management from the State University of New York at
Buffalo.

M. Wayne George is the founder of Millard-Wayne and has served as its
president and chief executive officer since its formation in 1977. From 1975 to
1977, Mr. George was a principal of Dynamic Control Corp, a hospital information
systems developer. From 1971 to 1975, Mr. George served in sales and marketing
capacities for General Systems Division of IBM. Mr. George holds a B.S. in
Industrial Management from the Georgia Institute of Technology.

Gregory F. Vap is the founder of HIS and has served as its president and
chief executive officer since its formation in 1984. From 1983 to 1984, Mr. Vap
served as Kansas City branch manager for Moore Business Systems. From 1982 to
1983, Mr. Vap served as regional manager for Shasta General Systems, a provider
of vertical market software and turnkey computer systems. Mr. Vap holds a B.S.
degree in electronic engineering technology from the Missouri Institute of
Technology.

James D. Elliott has been executive vice president and general manager of
GE Integrated Technology Solutions ("GE") since August 1996. Prior to his
current employment, Mr. Elliott co-founded Universal Data Consultants, Inc., a
systems integrator, in 1983 and served as its president from 1983 until it was
purchased by an affiliate of GE in July 1996. Mr. Elliott holds a B.S. in
Economics from the University of Georgia.

Richard E. Perlman is the founder of Compass Partners, L.L.C., a merchant
banking and financial advisory firm specializing in corporate restructuring and
middle market companies and has served as its president since its inception in
May 1995. From 1991 to 1995, Mr. Perlman was executive vice president of Matthew
Stuart & Co., Inc., an investment banking firm. Mr. Perlman received a B.S. in
Economics from The Wharton School of The University of Pennsylvania and a
Masters in Business Administration from the Columbia University Graduate School
of Business.

EXECUTIVE COMPENSATION

InfoCure was incorporated in November 1996 and has not conducted any
operations prior to the Offering; however, the Company anticipates that during
fiscal 1998 annualized base salaries of the chief executive officer and the five
other most highly compensated officers will be as follows: Mr. Fine at $125,000,
Mr. Price at $125,000, Mr. Chastain at $125,000, Mr. Vap at $100,000, Mr. Rogers
at $100,000 and Mr. George at $100,000. No compensation is payable to directors
for services rendered in such capacity.

STOCK OPTIONS

In October 1996, AMC adopted and issued stock options under AMC's 1996
Stock Option Plan (the "AMC Plan"). All stock options outstanding under the AMC
Plan at the time of the consummation of the Offering will be assumed by the
Company; however, no additional stock options under the AMC Plan will be granted
thereafter. In addition, InfoCure's Board of Directors has adopted the InfoCure
Corporation 1996 Stock Option Plan (the "Company's Plan"), subject to
stockholder approval, and intends to grant stock options to certain key
employees thereunder. A maximum of 840,000 shares of Common Stock may be issued
under the Company's Plan.

The Company's Plan and the AMC Plan (collectively, the "Stock Option
Plans") each provide for the granting to key employees of incentive stock
options within the meaning of Section 422 of the Internal

33
<PAGE> 35

Revenue Code and for the granting of nonstatutory stock options to employees and
consultants. The Stock Option Plans are administered by the board of directors,
or a committee thereof, which determines the term of the option grant, exercise
price, number of shares subject to the option, the vesting schedule and the form
of consideration payable upon its exercise.

Options granted under the Stock Option Plans are not transferable by the
optionee other than by will or the laws of descent and distribution, and each
option is exercisable during the lifetime of the optionee only by the optionee.
The exercise price of all incentive stock options granted under the Stock Option
Plans must be at least equal to the fair market value of the common stock on the
date of grant. With respect to any participant who owns stock possessing more
than 10% of the voting power of all classes of the outstanding common stock of
the issuer, the exercise price of any incentive stock option granted must equal
at least 110% of the fair market value on the grant date and the maximum term of
the option must not exceed five years. The term of all options granted under the
Stock Option Plans may not exceed ten years. Stock options may be granted within
ten years of the adoption of the Stock Option Plan by the board of directors.

All stock options under the Stock Option Plans granted in 1996 and to be
granted to executive officers upon the consummation of the Acquisitions shall
expire seven years after the date of grant and vest 25% on each anniversary date
of an option grant, thus becoming fully exercisable on the fourth anniversary of
its grant. The board of directors determines the fair market value of the common
stock on the date of grant. If the executive officer's employment is terminated
for any reason, except a change in control, prior to the vesting of the option,
that portion of the option which has not vested shall be terminated. Upon a
change in control of the Company, all options become fully vested.

As of the date of this Prospectus, options to purchase the equivalent of
139,216 shares of Common Stock were outstanding under the AMC Plan at an
equivalent weighted average exercise price of $3.91 per share. No stock options
granted to date to key employees under the AMC Plan will vest before October 1,
1997. It is contemplated that no additional stock options will be granted under
the AMC Plan. To date, no stock options have been granted under the Company's
Plan.

Michael E. Warren, chief financial officer, was granted two non-qualified
stock options upon his employment with AMC in September 1994. One option, for
the equivalent of 32,004 shares of Common Stock for an aggregate consideration
of $500, was exercised in 1996. The other option, for the equivalent of 32,004
shares of Common Stock at an exercise price of $1.56 per share, is exercisable
at any time prior to September 25, 2000. The stock options granted to Mr.
Warren, to the extent not exercised prior to the consummation of the Offering,
will be assumed by the Company. These stock options were not granted under a
stock option plan under which other persons were granted stock options.

The Company intends to file a registration statement covering the shares of
Common Stock which may be acquired under the Stock Option Plans and the option
granted to Michael E. Warren within 180 days from the date of consummation of
the Offering.

EMPLOYMENT AGREEMENTS

The Company will either enter into employment agreements or assume
employment agreements entered into by AMC with all persons who will become
executive officers of the Company upon the consummation of the Offering.

The Company will enter into five-year employment agreements with Frederick
L. Fine and James K. Price. Each agreement will provide for an annual base
salary of $125,000 and a severance payment equal to the then-current annual base
salary rate upon the termination of employment by the Company without cause and
a voluntary termination in the event of a change in control of the Company
following the consummation of the Offering.

Michael E. Warren entered into a three-year employment agreement with AMC
on September 23, 1994. His current annual base salary is $95,000. In addition,
he was granted the two stock options described above. Upon consummation of the
AMC Merger, the Company shall assume the obligations of AMC under this
employment agreement. See "Business--Stock Options."

34
<PAGE> 36

R. Ernest Chastain, upon his employment with AMC in November 1996, entered
into a two-year employment agreement at an annual base salary of $125,000. At
that time he was granted an incentive stock option to acquire the equivalent of
86,410 shares of Common Stock at an exercise price of $3.91 per share. Upon
consummation of the AMC Merger, the Company shall assume the obligations of AMC
under this employment agreement.

The Company will enter into two-year employment agreements with M. Wayne
George, Donald M. Rogers and Gregory F. Vap upon the consummation of the
Acquisitions, each of which will provide an annual base salary of $100,000. In
addition, each agreement will grant the employee a seven-year incentive stock
option with an exercise price equal to the fair market value of the Common Stock
at the time the stock option is granted. The number of shares for which such
stock options will be exercised has not been determined at this time.

Each of the foregoing employment agreements has, or will have, a covenant
that the executive may not compete with the Company for a period of one year
following termination of employment. In addition, certain executive officers,
who are stockholders of the Founding Business, may not compete with the Company
for a period of five years following the consummation of the Acquisitions.

The Company has not adopted a formal bonus plan. However, all executive
officers of the Company are eligible for a bonus depending upon their individual
performance and the performance of the Company to be awarded at the sole
discretion of the Board of Directors.

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<PAGE> 37

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock, after giving effect to the
Acquisitions, by (i) each person who is known by the Company to own beneficially
more than 5% of the Common Stock, (ii) each named executive officer of the
Company (iii) each director and person who is or will become a director upon the
consummation of the Offering and (iv) all directors and executive officers as a
group. Except as otherwise indicated, each named beneficial owner has sole
voting and investment power with respect to the shares listed.

<TABLE>
<CAPTION>
PERCENTAGE OF OUTSTANDING
AMOUNT AND COMMON STOCK OWNED
NATURE OF ---------------------------
BENEFICIAL BEFORE AFTER
NAME OWNERSHIP(1) OFFERING OFFERING(2)
- --------------------------------------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Norson's International, LLC (3)(4)....................... 585,324 16.0% 10.3%
Frederick L. Fine (3)(5)................................. 440,548 12.0 7.8
James K. Price (3)(6).................................... 440,548 12.0 7.8
Robert L. Fine (3)....................................... 337,132 9.2 5.9
William A. Baker (3)..................................... 229,539 6.3 4.0
W. K. Price (3)(7)....................................... 218,059 5.9 3.8
Michael E. Warren........................................ 78,442 2.1 1.4
James D. Elliott......................................... 21,336 * *
Richard E. Perlman (8)................................... 181,348 4.7 3.1
All directors and executive officers as a group (9
persons)............................................... 1,484,966 37.7% 25.0%
</TABLE>

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

* Indicates less than 1%.
(1) Includes shares subject to outstanding options, which options are
exercisable on the date hereof, and includes all shares of Common Stock
beneficially owned by Compass Partners, L.L.C. ("Compass").
(2) Assumes no exercise of the Underwriters' over-allotment option to purchase
up to 300,000 shares of Common Stock from certain stockholders. See
"Underwriting." It is contemplated that if the over-allotment option is
exercised in full, Robert L. Fine will sell 136,615 shares, W.K. Price will
sell 88,390 shares and Norson's International, LLC ("Norson's") will sell
74,995 shares of Common Stock. The Company will not receive any proceeds
from the sale of Common Stock by these stockholders.
(3) Frederick L. Fine's and James K. Price's address is 2970 Clairmont Road,
Suite 950, Atlanta, Georgia 30329; Norson's address is 1411 Rouse Lane,
Suite 201, Roswell, Georgia 30076; Robert L. Fine's address is 7675 Fox
Court, Duluth, Georgia 30155; William A. Baker's address is 781 Brentwood
Trail, Atlanta, Georgia 30201 and W. K. Price's address is 3987 Land O'
Lakes Drive, Atlanta, Georgia 30342.
(4) Excludes 30,679 shares of Common Stock and a warrant (which warrant is
exercisable on the date hereof) to acquire 150,669 Equivalent Shares of
Common Stock owned by Compass, of which Norson's has shared dispositive
powers with Richard E. Perlman, a director of the Company. Mr. Sauey is the
principal owner of Norson's.
(5) Includes 3,841 shares of Common Stock owned as custodian for his children
and 1,280 shares of Common Stock held in a charitable trust over which he
has sole voting and investment power.
(6) Includes 3,460 shares of Common Stock over which he has sole voting power.
(7) Includes 6,920 shares of Common Stock over which he has sole voting power.
(8) Includes 30,679 shares and a warrant (which warrant is exercisable on the
date hereof) to acquire 150,669 Equivalent Shares of Common Stock owned by
Compass, in which Mr. Perlman has a majority interest and Mr. Perlman and
Norson's have shared dispositive powers.

CERTAIN TRANSACTIONS

THE ACQUISITIONS

In connection with the Acquisitions, and as consideration for their
ownership interests in the Founding Businesses, certain persons who are, or are
to become, executive officers of the Company upon the consummation of the
Acquisitions or the holders of more than 5% of the outstanding shares of Common
Stock of the Company will receive shares of Common Stock and cash as follows:
Frederick L. Fine, 435,427 shares

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<PAGE> 38

of Common Stock; James K. Price, 437,088 shares of Common Stock; Robert L. Fine,
337,132 shares of Common Stock; William A. Baker, 229,539 shares of Common
Stock; W. K. Price, 218,123 shares of Common Stock; Michael E. Warren, 46,438
shares of Common Stock and an option to acquire 32,004 shares of Common Stock;
Norson's, 585,324 shares of Common Stock; Donald M. Rogers, 80,009 shares of
Common Stock and approximately $1.9 million in cash; M. Wayne George, 50,118
shares of Common Stock and approximately $1.2 million in cash; and Gregory F.
Vap, 106,207 shares of Common Stock and approximately $830,000 in cash. Robert
L. Fine is the father of Frederick L. Fine. W. K. Price is the father of James
K. Price. Pursuant to certain agreements to be entered into in connection with
the Acquisitions, Mssrs. George, Rogers and Vap of the Founding Businesses have
agreed not to compete with the Company for five years, commencing on the date of
consummation of the Offering. See "The Company -- The Acquisitions."

COMPASS

In June 1996, pursuant to a written agreement, AMC engaged Compass to
render financial advisory services in connection with AMC's acquisition program.
Compass received an initial retainer of $15,000 and a monthly retainer of $5,000
per month commencing July 1, 1996, and $10,000 per month from October 1, 1996
through January 31, 1997. As compensation for services, Compass received the
equivalent of 30,679 shares of Common Stock and a warrant exercisable within
five years to purchase the equivalent of 150,669 shares of Common Stock at an
exercise price equal to the AMC stock price as of the date of the agreement
($.98 per equivalent share) subject to the consummation of the Acquisitions. In
addition, pursuant to the agreement, Compass will receive approximately $477,000
upon the consummation of the Acquisitions. Mr. Perlman, a director of the
Company, is the president and founder of Compass and holds a majority equity
interest in Compass.

NORSON'S

In July 1996, AMC sold to Norson's in a private placement the equivalent of
112,513 shares of Common Stock for $50,000, and in November 1996, AMC sold
Norson's the equivalent of 472,811 shares of Common Stock for $750,000. Mr.
Sauey, a director of the Company, holds a 95% equity interest in Norson's.

LOAN BY ROBERT L. FINE

In April 1995, Robert L. Fine loaned AMC $94,500 in exchange for a
promissory note bearing interest at 12% and payable in a balloon payment of
principal and interest in April 1997. The Company intends to repay this loan in
from the proceeds of this Offering. See "Use of Proceeds."

RELEASE OF STOCKHOLDERS' GUARANTY

In November 1996, AMC, ICS, Robert L. Fine, Frederick L. Fine, W.K. Price,
James K. Price and William A. Baker entered into a termination agreement (the
"Termination Agreement") with MDP Corporation ("MDP") and Jonathan J. Oscher,
pursuant to which, upon consummation of the Offering, Robert L. Fine, Frederick
L. Fine, W.K. Price, James K. Price and William A. Baker will be released from
their obligation to pay a termination fee to MDP if the agreement whereby MDP
agreed to act as an electronic claims processing clearinghouse for ICS is
terminated for certain events. In addition, Robert L. Fine and W.K. Price had
secured such obligation with certain real estate parcels with an approximate
value of $300,000, and the Termination Agreement will release these parcels from
such security upon consummation of the Offering. As of the date of this
Prospectus, the termination fee, if triggered, would total approximately
$265,000. The Termination Agreement shall be null and void if the Offering is
not consummated on or before June 30, 1997.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of InfoCure consists of 50,000,000 shares of
capital stock, consisting of 40,000,000 shares of Common Stock, par value $.001
per share, and 10,000,000 shares of preferred stock, par value $.001 per share
(the "Preferred Stock"). As of December 2, 1996, there were ten shares of Common
Stock of InfoCure outstanding, five shares held of record by each of Frederick
L. Fine and James K. Price. The outstanding shares of Common Stock are, and the
shares to be issued pursuant to the Offering will be,

37
<PAGE> 39

fully paid and nonassessable. No shares of Preferred Stock are outstanding or
are to be issued in connection with the Acquisitions.

COMMON STOCK

Holders of Common Stock are entitled to one vote per share held of record
on each matter submitted to a vote of stockholders. The holders of Common Stock
have no cumulative voting rights, no pre-emptive rights and no rights to convert
their shares of Common Stock into any other securities. Because holders of
Common Stock do not have cumulative voting rights, the holders of the majority
of the shares of Common Stock represented at the annual meeting of stockholders
can elect all the directors. Under Delaware law, the affirmative vote of a
majority of the outstanding shares of Common Stock is necessary for certain
corporate actions, including merger or consolidation with another corporation,
sale or other disposition of all or substantially all of the Company's property
and assets and voluntary dissolution of the Company. Delaware law allows the
Company to establish a higher percentage of stockholder approval necessary to
take such corporate action.

Holders of Common Stock are entitled to receive dividends when and if
declared by the Board of Directors out of funds legally available therefor,
subject to any contractual restrictions on the payment of dividends. The Company
does not anticipate paying any cash dividends in the foreseeable future. See
"Dividend Policy."

Upon dissolution, liquidation or sale of all or substantially all of the
assets of the Company, and after payment in full of all amounts required to be
paid to creditors and liquidation preferences, if any, the holders of the Common
Stock will be entitled to receive pro rata the net assets of the Company
available for distribution.

PREFERRED STOCK

The Board of Directors is authorized by the Company's Certificate of
Incorporation, without any action of the stockholders, to issue one or more
classes and series of Preferred Stock with respect to which the Board of
Directors may determine voting, conversion, redemption and other rights which
could adversely affect the rights of holders of Common Stock. The rights of the
holders of the Common Stock would generally be subject to the prior rights of
the Preferred Stock with respect to dividends, liquidation preferences and other
matters. Among other things, Preferred Stock could be issued by the Company to
raise capital or to finance acquisitions. The issuance of Preferred Stock under
certain circumstances could have the effect of delaying or preventing a change
of control of the Company. There are no agreements or understandings for the
issuance of Preferred Stock, and the Company has no present plans to issue any
shares of Preferred Stock.

DELAWARE ANTI-TAKEOVER LAW

Section 203 of the Delaware General Corporation Law prohibits a publicly
held Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless (i)
prior to the date of the business combination, the transaction is approved by
the board of directors of the corporation, (ii) upon consummation of the
transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owns at least 85% of the outstanding
voting stock or (iii) on or after such date, the business combination is
approved by the board of directors and by the affirmative vote of at least
66 2/3 of the outstanding voting stock that is not owned by the interested
stockholder. A "business combination" includes mergers, asset sales and other
transactions resulting in a financial benefit to the stockholder. An "interested
stockholder" is a person, who, together with affiliates and associates, owns (or
within three years, did own) 15% or more of the corporation's voting stock.

TRANSFER AGENT

The transfer agent for the Common Stock of the Company is American Stock
Transfer & Trust, New York, New York.

38
<PAGE> 40

SHARES ELIGIBLE FOR FUTURE SALE

Upon the consummation of the Acquisitions and the Offering, the Company
will have 5,668,510 shares of Common Stock outstanding. In addition, outstanding
stock options and a warrant to acquire 189,874 shares of Common Stock are
immediately exercisable as of the date of this Prospectus. The Company, its
executive officers and directors and certain stockholders who hold an aggregate
of 2,943,784 shares of Common Stock (including 182,673 of the immediately
exercisable stock options and warrants), have agreed with the Underwriters not
to sell or dispose of, directly or indirectly, without the prior written consent
of Rodman & Renshaw, Inc., any of the remaining Common Stock held by them for a
period of 180 days (the "Lock-Up Period") following the date the Commission
declares effective the Registration Statement and, for a period of 18 months (or
such shorter period as the Commission may prescribe as the holding period for
restricted securities under Rule 144(e) under the Securities Act (described
below)) following expiration of the Lock-Up Period, not to publicly offer or
sell except in accordance with the volume limitations of Rule 144(e), except
that the Company may issue shares of Common Stock in connection with
acquisitions or upon the exercise of stock options. See "Risk
Factors -- Substantial Shares Eligible for Future Sale."

In general, under Rules 144 and 145, a person (or group of persons whose
shares are aggregated) who may be deemed "affiliates" (as defined in Rule 144)
of the Company, will be entitled to sell, within any three-month period, a
number of shares that does not exceed the greater of (i) 1% of the then
outstanding shares of the Common Stock or (ii) the average weekly trading volume
in the Common Stock during the four calendar weeks preceding the forwarding of
the notice of proposed sale to the Commission. The sales are also subject to
certain manner of sale limitations, notice requirements and the availability of
current public information about the Company. A person who has not been an
"affiliate" of the Company for the 90 days preceding a sale will be entitled to
sell such shares in the public market without restriction. Securities properly
sold in reliance upon Rules 144 and 145 are thereafter freely tradeable without
restrictions or registration under the Securities Act, unless thereafter held by
an "affiliate" of the Company.

Prior to the Offering, there has been no public market for the Common
Stock, and no predictions can be made as to the effect, if any, that market
sales of shares of Common Stock or the availability of shares for sale will have
on the market price prevailing from time to time. Nevertheless, sales of
substantial amounts of the Company's Common Stock in the public market could
adversely affect market prices. See "Risk Factors -- Substantial Shares Eligible
for Future Sale."

39
<PAGE> 41

UNDERWRITING

The Underwriters named below (the "Underwriters"), represented by Rodman &
Renshaw, Inc. and Cruttenden Roth Incorporated (the "Representatives"), have
severally agreed, subject to the terms and conditions in the underwriting
agreement (the "Underwriting Agreement") by and among the Company and the
Underwriters, to purchase from the Company the number of shares of Common Stock
indicated below opposite their respective names, at the public offering price
less the underwriting discount set forth on the cover page of this Prospectus.
The Underwriting Agreement provides that the obligations of the Underwriters are
subject to certain conditions precedent and that the Underwriters are committed
to purchase all of the shares of Common Stock if they purchase any.

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- ----------------------------------------------------------------------------- ----------------
<S> <C>
Rodman & Renshaw, Inc. ......................................................
Cruttenden Roth Incorporated.................................................
Total.............................................................. 2,000,000
=========
</TABLE>

The Representatives have advised the Company that the Underwriters propose
initially to offer the shares of Common Stock to the public on the terms set
forth on the cover page of this Prospectus. The Underwriters may allow selected
dealers a concession of not more than $ per share and the
Underwriters may allow, and such dealers may reallow, a concession of not more
than $ per share to certain other dealers. After the initial
public offering, the offering price and other selling terms may be changed by
the Representatives. The Common Stock is offered subject to receipt and
acceptance by the Underwriters, and to certain other conditions, including the
right to reject orders in whole or in part.

The Selling Stockholders have granted to the Underwriters an over-allotment
option, exercisable for 30 days from the date of this Prospectus, to purchase up
to a maximum of 300,000 additional shares of Common Stock to cover
over-allotments, if any, at the same price per share as the initial shares to be
purchased by the Underwriters. To the extent the Underwriters exercise such
over-allotment option, each of the Underwriters will be committed, subject to
certain conditions, to purchase such additional shares in approximately the same
proportion as set forth in the above table. The Underwriters may exercise this
over-allotment option only to cover over-allotments made in connection with the
Offering.

In connection with the Offering, the Company has agreed to issue and sell
to the Representatives, for nominal consideration, warrants to purchase a number
of shares of Common Stock equal to 10% of the shares of Common Stock sold in the
Offering, exclusive of any shares of Common Stock sold pursuant to the
Underwriters' over-allotment option (the "Representatives' Warrants"). The
Representatives' Warrants will be initially exercisable at a price per share
equal to 120% of the public offering price, commencing one year from the date of
this Prospectus, and will continue to be exercisable for a period of three years
after such date. The Representatives' Warrants are restricted from sale,
transfer, assignment or hypothecation for a period of 12 months from the
effective date of the Offering, except to officers, partners or successors of
the Representatives. The exercise price of the Representatives' Warrants and the
number of shares of Common Stock issuable upon exercise thereof are subject to
adjustment under certain circumstances. The Representatives' Warrants grant to
the holders thereof certain rights regarding the registration of the Common
Stock issuable upon exercise of the Representatives' Warrants.

The Underwriting Agreement provides that the Company and the Selling
Stockholders will indemnify the Underwriters against certain liabilities,
including civil liabilities under the Securities Act, or will contribute to
payments the Underwriters may be required to make in respect thereof.

The Company, its officers, directors and certain stockholders have agreed
not to sell or dispose of, without the prior written consent of Rodman &
Renshaw, Inc., any shares of Common Stock for a period of 180 days (the "Lock-Up
Period") from the date on which the Registration Statement is declared effective
by the Commission and, for a period of 18 months (or such shorter period as the
Commission may prescribe as the holding period for restricted securities under
Rule 144(e) under the Securities Act) following expiration of the Lock-Up
Period, not to publicly offer or sell or dispose of any shares of Common Stock
except in

40
<PAGE> 42

accordance with the volume limitations of Rule 144(e), except with respect to
shares of Common Stock being sold in connection with the Offering.

Prior to the Offering, there has been no public trading market for the
Common Stock. Consequently, the initial offering price was determined by
negotiations between the Company and the Representatives. Among the factors
considered in such negotiations were the history of and prospects for the
Company and the industry in which it operates, an assessment of the Company's
management, its past and present earnings and the trend of such earnings, the
prospectus for future earnings of the Company, the present state of the
Company's development, the general condition of securities markets at the time
of the Offering and the market price of publicly traded stock of comparable
companies in recent periods.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby
and certain other legal matters will be passed upon for the Company and the
Selling Stockholders by Glass, McCullough, Sherrill & Harrold, LLP, 1409
Peachtree Street, N.E., Atlanta, Georgia 30309. Ugo F. Ippolito, a partner of
the firm, owns 2,560 shares of Common Stock. Certain legal matters in connection
with the Offering will be passed upon for the Underwriters by Squadron,
Ellenoff, Plesent & Sheinfeld, LLP, 551 Fifth Avenue, New York, New York 10176.

EXPERTS

The historical financial statements as indicated on pages F-1 and F-2 of
this Prospectus have been audited by BDO Seidman, LLP, independent certified
public accountants, to the extent and for the periods set forth in its reports
thereon appearing elsewhere herein, and are included in reliance upon such
reports given upon the authority of said firm as experts in accounting and
auditing.

AVAILABLE INFORMATION

The Company has filed with the Commission a Registration Statement on Form
SB-2 (the "Registration Statement") under the Securities Act, with respect to
the Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits thereto.
Certain items were omitted in accordance with the rules and regulations of the
Commission. Any interested party may inspect the Registration Statement without
charge at the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, and may obtain copies of all or any part of it
from the Commission upon payment of the fees prescribed by the Commission.
Statements contained herein which refer to a document as filed as an exhibit to
the Registration Statement are qualified in their entirety by reference to the
copy of such document filed with the Commission.

Following the effectiveness of the Registration Statement, the Company will
be subject to the information requirements of the Securities Exchange Act of
1934, (the "Exchange Act"), and in accordance therewith will file reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission maintains a Web site that contains
reports, proxy statements and other information regarding the Company at
http://www.sec.gov. AMC has filed reports and other information with the
Commission pursuant to the Exchange Act.

41
<PAGE> 43

INFOCURE CORPORATION

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INFOCURE CORPORATION AND FOUNDING BUSINESSES
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Basis of Presentation.............................................................. F-3
Pro Forma Combined Balance Sheet as of October 31, 1996............................ F-4
Pro Forma Combined Statement of Operations for the nine months ended October 31,
1996............................................................................ F-6
Pro Forma Combined Statement of Operations for the nine months ended October 31,
1995............................................................................ F-7
Pro Forma Combined Statement of Operations for the year ended January 31, 1996..... F-8
Notes to Unaudited Pro Forma Combined Financial Statements......................... F-9
INFOCURE CORPORATION
Report of Independent Certified Public Accountants................................. F-12
Balance Sheet...................................................................... F-13
Notes to Balance Sheet............................................................. F-14
AMERICAN MEDCARE CORPORATION AND SUBSIDIARIES
Report of Independent Certified Public Accountants................................. F-15
Consolidated Balance Sheets........................................................ F-16
Consolidated Statements of Operations.............................................. F-17
Consolidated Statements of Stockholder's Equity (Capital Deficit).................. F-18
Consolidated Statements of Cash Flows.............................................. F-19
Notes to Consolidated Financial Statements......................................... F-20
KCOMP MANAGEMENT SYSTEMS, INC.
Report of Independent Certified Public Accountants................................. F-28
Balance Sheets..................................................................... F-29
Statements of Operations........................................................... F-30
Statements of Stockholders' Equity................................................. F-31
Statements of Cash Flows........................................................... F-32
Notes to Financial Statements...................................................... F-33
HEALTHCARE INFORMATION SYSTEMS, INC.
Report of Independent Certified Public Accountants................................. F-37
Balance Sheets..................................................................... F-38
Statements of Operations........................................................... F-39
Statements of Stockholders' Equity................................................. F-40
Statements of Cash Flows........................................................... F-41
Notes to Financial Statements...................................................... F-42
MILLARD-WAYNE, INC.
Report of Independent Certified Public Accountants................................. F-45
Balance Sheets..................................................................... F-46
Statements of Operations and Retained Earnings..................................... F-47
Statements of Cash Flows........................................................... F-48
Notes to Financial Statements...................................................... F-49
HEALTH CARE DIVISION (A DIVISION OF INFO SYSTEMS OF NORTH CAROLINA, INC.)
Report of Independent Certified Public Accountants................................. F-53
Balance Sheets..................................................................... F-54
Statements of Operations........................................................... F-55
Statements of Cash Flows........................................................... F-56
Notes to Financial Statements...................................................... F-57
</TABLE>

F-1
<PAGE> 44

INFOCURE CORPORATION

INDEX TO FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ROVAK, INC.
Report of Independent Certified Public Accountants................................. F-63
Balance Sheets..................................................................... F-64
Statements of Operations and Accumulated Deficit................................... F-65
Statements of Cash Flows........................................................... F-66
Notes to Financial Statements...................................................... F-67
DR SOFTWARE, INC.
Report of Independent Certified Public Accountants................................. F-73
Balance Sheets..................................................................... F-74
Statements of Operations........................................................... F-75
Statements of Stockholders' Equity (Deficit)....................................... F-76
Statements of Cash Flows........................................................... F-77
Notes to Financial Statements...................................................... F-78
</TABLE>

F-2
<PAGE> 45

INFOCURE CORPORATION AND FOUNDING BUSINESSES

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
(UNAUDITED)

The following pro forma combined financial statements give effect to the
acquisition by InfoCure Corporation of seven businesses (the "Founding
Businesses", collectively, the "Company"). The Founding Businesses are (i)
International Computer Solutions, Inc. ("ICS"), a subsidiary of AMC, (ii) Health
Care Division, Inc. ("HCD"), a subsidiary of AMC founded in November 1996 to
acquire the assets of Health Care Division of Info Systems of North Carolina,
Inc., (iii) Millard-Wayne, Inc. ("Millard-Wayne"), (iv) Healthcare Information
Systems, Inc. ("HIS"), (v) DR Software, Inc. ("DR Software"), (vi) KComp
Management Systems, Inc. ("KComp") and (vii) Rovak, Inc. ("Rovak"). The merger
of AMC with and into InfoCure Corporation will occur contemporaneously with the
closing of the Company's initial public offering (the "Offering"). Prior to the
AMC Merger, AMC will have acquired HCD and Millard-Wayne. AMC is considered the
predecessor to the Company and this transaction will be accounted for as a
combination at historical cost for accounting purposes. The remaining
acquisitions will also be treated as occurring simultaneously with the closing
and will be accounted for as purchases at estimated fair value for accounting
purposes.

Inasmuch as AMC is the predecessor to the Company, the Unaudited Pro Forma
Combined Financial Statements are presented on AMC's reporting period. The
Founding Businesses report on a calendar year, except for HCD, which reports on
a June 30 year, and KCOMP, which has a March 31 year-end. The Pro Forma Combined
Balance Sheet as of October 31, 1996 includes the balance sheet of AMC at that
date and the balance sheets of the Founding Businesses as of September 30, 1996.
The Pro Forma Combined Statement of Operations for the nine months ended October
31, 1996 and 1995 and the year ended January 31, 1996 include the statements of
operations for AMC for the respective periods and the statements of operations
for the Founding Businesses as of nine month periods ended September 30, 1996
and 1995 and the year ended December 31, 1995. These statements are based on
historical financial statements of the Founding Businesses included elsewhere in
this Prospectus and the estimates and assumptions set forth below and in the
notes to the Unaudited Pro Forma Combined Financial Statements of the Company.

The Unaudited Pro Forma Combined Balance Sheet gives effect to the
Acquisitions and the Offering as if they had occurred on October 31, 1996. The
Unaudited Pro Forma Combined Statements of Operations give effect to these
transactions as if they had occurred at the beginning of each period presented.

The pro forma adjustments are based on preliminary estimates, available
information and certain assumptions that management deems appropriate. The
unaudited pro forma combined financial data presented herein do not purport to
represent what the Company's financial position or results of operations would
have actually been had such events occurred at the beginning of the periods
presented, as assumed, or to project the Company's financial position or results
of operations for any future period or the future results of the Company. The
Unaudited Pro Forma Combined Financial Statements should be read in conjunction
with the other financial statements and notes thereto included elsewhere in this
Prospectus. Also see "Risk Factors" included elsewhere in this Prospectus.

F-3
<PAGE> 46

INFOCURE CORPORATION AND FOUNDING BUSINESSES

PRO FORMA COMBINED BALANCE SHEET (1)
AS OF OCTOBER 31, 1996
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
DR MILLARD-
AMC SOFTWARE KCOMP HCD ROVAK HIS WAYNE
------- -------- ------ ------ ------ ---- --------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents........... $ 183 $ 27 $ 28 $ -- $ -- $220 $ 2
Accounts receivable, net............ 198 275 449 529 571 261 287
Inventory........................... -- 100 -- 35 286 124 --
Deferred tax assets................. -- -- -- 48 -- 15 132
Prepaid expenses and other.......... 31 73 6 26 52 9 3
------- ------ ------ ------ ------ ---- ----
Total current assets........ 412 475 483 638 909 629 424
Property and equipment, net........... 45 165 86 67 371 47 127
Capitalized software costs, net....... 36 592 111 130 -- 6 361
Goodwill, net......................... -- -- 425 -- -- -- --
Deferred tax assets................... -- -- -- -- 189 -- --
Other................................. 171 -- -- -- 117 -- 18
------- ------ ------ ------ ------ ---- ----
Total assets................ $ 664 $1,232 $1,105 $ 835 $1,586 $682 $930
======= ====== ====== ====== ====== ==== ====
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current liabilities:
Notes payable to bank............... $ $ 70 $ 50 $ -- $ 186 $ -- $ 76
Other notes payable................. -- -- -- -- -- -- 72
Current portion of long-term debt... 310 8 437 147 226 -- 59
Accounts payable.................... 302 155 213 500 397 115 113
Accrued expenses.................... 379 137 134 52 78 -- 58
Deferred revenue and customer
deposits......................... 406 877 123 546 240 291 313
------- ------ ------ ------ ------ ---- ----
Total current liabilities... 1,397 1,247 957 1,245 1,127 406 691
Deferred income tax liabilities....... -- -- -- 44 -- -- 60
Long term debt, less current
portion............................. 540 21 28 195 627 -- 18
------- ------ ------ ------ ------ ---- ----
Total liabilities........... 1,937 1,268 985 1,484 1,754 406 769
------- ------ ------ ------ ------ ---- ----
Stockholders' equity (deficit):
Common stock........................ 47 50 -- -- 158 1 1
Stock purchase warrant.............. 500 -- -- -- -- -- --
Additional paid-in capital.......... 2,110 -- 4 -- -- 27 42
Divisional equity (deficit)......... -- -- -- (649) -- -- --
(Deficit) retained earnings......... (3,830) (86) 116 -- (326) 260 118
Treasury stock (100) -- -- -- -- (12) --
------- ------ ------ ------ ------ ---- ----
Total stockholders' equity
(deficit)................. (1,273) (36) 120 (649) (168) 276 161
------- ------ ------ ------ ------ ---- ----
Total liabilities and
stockholders' equity
(deficit)................. $ 664 $1,232 $1,105 $ 835 $1,586 $682 $930
======= ====== ====== ====== ====== ==== ====
</TABLE>

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

(1) Pro forma amounts for InfoCure Corporation have not been included as such
amounts are insignificant.

See accompanying notes to unaudited pro forma combined financial statements.

F-4
<PAGE> 47

INFOCURE CORPORATION AND FOUNDING BUSINESSES

PRO FORMA COMBINED BALANCE SHEET (1) -- (CONTINUED)

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS TOTAL
------------------------------------------- PRO FORMA
SUBTOTAL A B C D E ADJUSTMENTS TOTAL
-------- -------- ---- ----- ------- ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents....... $ 460 $(10,938) $750 $ -- $(2,375) $17,900 $ 5,337 $ 5,797
Accounts receivable, net........ 2,570 -- -- -- -- -- -- 2,570
Inventory....................... 545 -- -- -- -- -- -- 545
Deferred tax assets............. 195 (48) -- -- -- -- (48) 147
Prepaid expenses and other...... 200 (25) -- -- -- -- (25) 175
------- -------- ---- ----- ------- ------- ------- -------
Total current assets..... 3,970 (11,011) 750 -- (2,375) 17,900 5,264 9,234
Property and equipment, net....... 908 -- -- -- -- -- -- 908
Capitalized software costs, net... 1,236 -- -- -- -- -- -- 1,236
Goodwill, net..................... 425 14,236 -- -- 477 -- 14,713 15,138
Deferred tax assets............... 189 -- -- -- -- -- -- 189
Other............................. 306 -- -- -- -- -- -- 306
------- -------- ---- ----- ------- ------- ------- -------
Total assets............. $ 7,034 $ 3,225 $750 $ -- $(1,898) $17,900 $19,977 $27,011
======= ======== ==== ===== ======= ======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current liabilities:
Notes payable to bank........... $ 382 $ -- $ -- $ -- $ (262) $ -- $ (262) $ 120
Other notes payable............. 72 -- -- -- -- -- -- 72
Current portion of long-term
debt.......................... 1,187 (584) -- -- (388) -- (972) 215
Accounts payable................ 1,795 (41) -- -- -- -- (41) 1,754
Accrued expenses................ 838 (40) -- 55 (35) -- (20) 818
Deferred revenue and customer
deposits...................... 2,796 -- -- -- (265) -- (265) 2,531
------- -------- ---- ----- ------- ------- ------- -------
Total current
liabilities............ 7,070 (665) -- 55 (950) -- (1,560) 5,510
Deferred income tax liabilities... 104 (44) -- 160 -- -- 116 220
Long-term debt, less current
portion......................... 1,429 (223) -- -- (898) -- (1,121) 308
------- -------- ---- ----- ------- ------- ------- -------
Total liabilities........ 8,603 (932) -- 215 (1,848) -- (2,565) 6,038
------- -------- ---- ----- ------- ------- ------- -------
Stockholders' equity (deficit):
Common stock.................... 257 (254) 1 -- -- 2 (251) 6
Stock purchase warrant.......... 500 -- -- -- (500) -- (500) --
Additional paid-in capital...... 2,183 3,732 749 -- 450 17,898 22,829 25,012
Divisional equity (deficit)..... (649) 649 -- -- -- -- 649 --
(Deficit) retained earnings..... (3,748) (82) -- (215) -- -- (297) (4,045)
Treasury stock.................. (112) 112 -- -- -- -- 112 --
------- -------- ---- ----- ------- ------- ------- -------
Total stockholders'
equity (deficit)....... (1,569) 4,157 750 (215) (50) 17,900 22,542 20,973
------- -------- ---- ----- ------- ------- ------- -------
Total liabilities and
stockholders' equity
(deficit).............. $ 7,034 $ 3,225 $750 $ -- $(1,898) $17,900 $19,977 $27,011
======= ======== ==== ===== ======= ======= ======= =======
</TABLE>

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

(1) Pro forma amounts for InfoCure Corporation have not been included as such
amounts are insignificant.

See accompanying notes to unaudited pro forma combined financial statements.

F-5
<PAGE> 48

INFOCURE CORPORATION AND FOUNDING BUSINESSES

PRO FORMA COMBINED STATEMENT OF OPERATIONS (1)
NINE MONTHS ENDED OCTOBER 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
DR MILLARD-
AMC SOFTWARE KCOMP HCD ROVAK HIS WAYNE
------ -------- ------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Systems and software sales............................ $ 592 $1,448 $ 284 $1,681 $2,091 $ 925 $ 661
Maintenance and support............................... 1,068 1,050 1,275 1,296 1,024 848 984
Other................................................. -- -- -- 62 549 291 55
------ ------ ------ ------ ------ ------ ------
Total revenues.................................. 1,660 2,498 1,559 3,039 3,664 2,064 1,700
Cost of revenues........................................ 299 584 112 917 1,726 733 328
------ ------ ------ ------ ------ ------ ------
Gross profit............................................ 1,361 1,914 1,447 2,122 1,938 1,331 1,372
------ ------ ------ ------ ------ ------ ------
Operating expenses:
Selling, general and administrative................... 1,574 1,731 1,134 2,055 1,682 1,209 1,275
Depreciation.......................................... 20 43 15 3 53 19 34
Amortization.......................................... 35 193 49 85 -- 17 92
------ ------ ------ ------ ------ ------ ------
Total operating expenses........................ 1,629 1,967 1,198 2,143 1,735 1,245 1,401
------ ------ ------ ------ ------ ------ ------
Gross operating income (loss)........................... (268) (53) 249 (21) 203 86 (29)
------ ------ ------ ------ ------ ------ ------
Other expense (income):
Interest expense...................................... 60 9 33 27 109 -- 19
Other................................................. (3) (19) 2 -- (10) (12) --
------ ------ ------ ------ ------ ------ ------
Total other expense (income).................... 57 (10) 35 27 99 (12) 19
------ ------ ------ ------ ------ ------ ------
Income before taxes..................................... (325) (43) 214 (48) 104 98 (48)
Taxes (benefit)......................................... -- -- 46 (19) 46 42 (20)
------ ------ ------ ------ ------ ------ ------
Net income...................................... $ (325) $ (43) $ 168 $ (29) $ 58 $ 56 $ (28)
====== ====== ====== ====== ====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS TOTAL
------------------------------- PRO FORMA
SUBTOTAL C F G H ADJUSTMENTS TOTAL
-------- ----- ----- ----- ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Systems and software sales........................... $7,682 $ -- $ -- $ -- $ -- $ -- $ 7,682
Maintenance and support.............................. 7,545 -- -- -- -- 7,545
Other................................................ 957 -- -- -- -- -- 957
------ ----- ----- ----- ------- ------- -------
Total revenues................................. 16,184 -- -- -- -- -- 16,184
Cost of revenues....................................... 4,699 -- -- -- -- -- 4,699
------ ----- ----- ----- ------- ------- -------
Gross profit........................................... 11,485 -- -- -- -- -- 11,485
------ ----- ----- ----- ------- ------- -------
Operating expenses:
Selling, general and administrative.................. 10,660 -- -- -- (1,843) (1,843) 8,817
Depreciation......................................... 187 -- -- -- -- -- 187
Amortization......................................... 471 -- 498 -- -- 498 969
------ ----- ----- ----- ------- ------- -------
Total operating expenses....................... 11,318 -- 498 -- (1,843) (1,345) 9,973
------ ----- ----- ----- ------- ------- -------
Gross operating income (loss).......................... 167 -- (498) -- 1,843 1,345 1,512
------ ----- ----- ----- ------- ------- -------
Other expense (income):
Interest expense..................................... $ 257 $ -- $ -- $(161) $ (27) $ (188) $ 69
Other................................................ (42) -- -- -- -- -- (42)
------ ----- ----- ----- ------- ------- -------
Total other expense (income)................... 215 -- -- (161) (27) (188) 27
------ ----- ----- ----- ------- ------- -------
Income before taxes.................................... (48) -- (498) 161 1,870 1,533 1,485
Taxes (benefit)........................................ 95 (113) (62) 63 729 617 712
------ ----- ----- ----- ------- ------- -------
Net income..................................... $ (143) $ 113 $(436) $ 98 $ 1,141 $ 916 $ 773
====== ===== ===== ===== ======= ======= =======
Pro forma income per share............................. $ 0.14
=======
Shares used in computing pro forma income per share
(I).................................................. 5,385
=======
</TABLE>

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

(1) Pro forma amounts for InfoCure Corporation have not been included as such
amounts are insignificant.

See accompanying notes to unaudited pro forma combined financial statements.

F-6
<PAGE> 49

INFOCURE CORPORATION AND FOUNDING BUSINESSES

PRO FORMA COMBINED STATEMENT OF OPERATIONS (1)
NINE MONTHS ENDED OCTOBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
DR MILLARD-
AMC SOFTWARE HCD ROVAK HIS WAYNE
------ -------- ------ ------ ------ --------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Systems and software sales...................................... $ 734 $1,633 $1,928 $1,649 $ 793 $ 543
Maintenance and support......................................... 1,181 871 1,607 589 693 868
Other........................................................... -- -- 64 440 278 59
------ ------ ------ ------ ------ ------
Total revenues............................................ 1,915 2,504 3,599 2,678 1,764 1,470
Cost of revenues.................................................. 434 793 1,234 1,244 627 194
------ ------ ------ ------ ------ ------
Gross profit...................................................... 1,481 1,711 2,365 1,434 1,137 1,276
------ ------ ------ ------ ------ ------
Operating expenses:
Selling, general and administrative............................. 1,491 1,499 2,325 1,473 1,218 987
Depreciation.................................................... 25 37 8 26 26 49
Amortization.................................................... 57 182 103 -- 17 129
------ ------ ------ ------ ------ ------
Total operating expenses.................................. 1,573 1,718 2,436 1,499 1,261 1,165
------ ------ ------ ------ ------ ------
Gross operating income (loss)..................................... (92) (7) (71) (65) (124) 111
------ ------ ------ ------ ------ ------
Other expense (income):
Interest expense................................................ 47 8 3 100 -- 19
Other........................................................... (115) (1) -- -- (11) 17
------ ------ ------ ------ ------ ------
Total other expense (income).............................. (68) 7 3 100 (11) 36
------ ------ ------ ------ ------ ------
Income before taxes............................................... (24) (14) (74) (165) (113) 75
Taxes (benefit)................................................... -- -- (29) (65) (44) 31
------ ------ ------ ------ ------ ------
Net income................................................ $ (24) $ (14) $ (45) $ (100) $ (69) $ 44
====== ====== ====== ====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS TOTAL
------------------------------ PRO FORMA
SUBTOTAL B F G H ADJUSTMENTS TOTAL
-------- ----- ----- ---- ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Systems and software sales............................ $ 7,280 $ -- $ -- $ -- $ -- $ -- $ 7,280
Maintenance and support............................... 5,809 -- -- -- -- -- 5,809
Other................................................. 841 -- -- -- -- -- 841
------- ----- ----- ---- ------- ------- -------
Total revenues.................................. 13,930 -- -- -- -- -- 13,930
Cost of revenues........................................ 4,526 -- -- -- -- -- 4,526
------- ----- ----- ---- ------- ------- -------
Gross profit............................................ 9,404 -- -- -- -- -- 9,404
Operating expenses:
Selling, general and administrative................... 8,993 -- -- -- (1,706) (1,706) 7,287
Depreciation.......................................... 171 -- -- -- -- -- 171
Amortization.......................................... 488 -- 498 -- -- 498 986
------- ----- ----- ---- ------- ------- -------
Total operating expenses........................ 9,652 -- 498 -- (1,706) (1,208) 8,444
------- ----- ----- ---- ------- ------- -------
Gross operating income (loss)........................... (248) -- (498) -- 1,706 1,208 960
------- ----- ----- ---- ------- ------- -------
Other expense (income):
Interest expense...................................... 177 -- -- (92) (3) (95) 82
Other................................................. (110) -- -- -- -- -- (110)
------- ----- ----- ---- ------- ------- -------
Total expense (income).......................... 67 -- -- (92) (3) (95) (28)
------- ----- ----- ---- ------- ------- -------
Income before taxes..................................... (315) -- (498) 92 1,709 1,303 988
Taxes (benefit)......................................... (107) (17) (62) 36 667 624 517
------- ----- ----- ---- ------- ------- -------
Net income...................................... $ (208) $ 17 $(436) $ 56 $ 1,042 $ 679 $ 471
======= ===== ===== ==== ======= ======= =======
Pro forma income per share.............................. $ 0.09
=======
Shares used in computing pro forma income per share
(I)................................................... 5,385
=======
</TABLE>

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

(1) Pro forma amounts for InfoCure Corporation have not been included as such
amounts are insignificant.

See accompanying notes to unaudited pro forma combined financial statements.

F-7
<PAGE> 50

INFOCURE CORPORATION AND FOUNDING BUSINESSES

PRO FORMA COMBINED STATEMENT OF OPERATIONS(1)
YEAR ENDED JANUARY 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
DR MILLARD-
AMC SOFTWARE HCD ROVAK HIS WAYNE
------ -------- ------ ------ ------ --------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Systems and software sales...................................... $ 900 $2,192 $2,957 $2,456 $1,098 $ 800
Maintenance and support......................................... 1,513 1,212 1,764 743 957 1,244
Other........................................................... -- -- 85 603 407 73
------ ------ ------ ------ ------ ------
Total revenues............................................ 2,413 3,404 4,806 3,802 2,462 2,117
Cost of revenues.................................................. 516 1,074 1,445 1,811 862 291
------ ------ ------ ------ ------ ------
Gross margin...................................................... 1,897 2,330 3,361 1,991 1,600 1,826
------ ------ ------ ------ ------ ------
Operating expenses:
Selling, general and administrative............................. 2,017 2,050 3,167 2,065 1,622 1,521
Depreciation.................................................... 32 49 4 68 34 64
Amortization.................................................... 80 244 141 -- 23 172
------ ------ ------ ------ ------ ------
Total operating expenses.................................. 2,129 2,343 3,312 2,133 1,679 1,757
------ ------ ------ ------ ------ ------
Gross operating income (loss)..................................... (232) (13) 49 (142) (79) 69
------ ------ ------ ------ ------ ------
Other expense (income):
Interest expense................................................ 69 11 26 194 -- 23
Other........................................................... (121) (12) -- (66) (22) 17
------ ------ ------ ------ ------ ------
Total other expense (income).............................. (52) (1) 26 128 (22) 40
------ ------ ------ ------ ------ ------
Income (loss) before taxes........................................ (180) (12) 23 (270) (57) 29
Taxes (benefit)................................................... -- -- 9 (99) (16) (5)
------ ------ ------ ------ ------ ------
Net income (loss)......................................... $ (180) $ (12) $ 14 $ (171) $ (41) $ 34
====== ====== ====== ====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS TOTAL
------------------------------- PRO FORMA
SUBTOTAL B F G H ADJUSTMENTS TOTAL
-------- ----- ----- ----- ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Systems and software sales........................... $10,403 $ -- $ -- $ -- $ -- $ -- $10,403
Maintenance and support.............................. 7,433 -- -- -- -- -- 7,433
Other................................................ 1,168 -- -- -- -- -- 1,168
------- ----- ----- ----- ------- ------- -------
Total revenues................................. 19,004 -- -- -- -- -- 19,004
Cost of revenues....................................... 5,999 -- -- -- -- -- 5,999
------- ----- ----- ----- ------- ------- -------
Gross margin........................................... 13,005 -- -- -- -- -- 13,005
------- ----- ----- ----- ------- ------- -------
Operating expenses:
Selling general and administrative................... 12,442 -- -- -- (2,463) (2,463) 9,979
Depreciation......................................... 251 -- -- -- -- -- 251
Amortization......................................... 660 -- 665 -- -- 665 1,325
------- ----- ----- ----- ------- ------- -------
Total operating expenses....................... 13,353 -- 665 -- (2,463) (1,798) 11,555
------- ----- ----- ----- ------- ------- -------
Gross operating income (loss).......................... (348) -- (665) -- 2,463 1,798 1,450
------- ----- ----- ----- ------- ------- -------
Other expense (income):
Interest expense..................................... 323 -- -- (215) (26) (241) 82
Other................................................ (204) -- -- -- -- -- (204)
------- ----- ----- ----- ------- ------- -------
Total other expense (income)................... 119 -- -- (215) (26) (241) (122)
------- ----- ----- ----- ------- ------- -------
Income (loss) before taxes............................. (467) -- (665) 215 2,489 2,039 1,572
Taxes (benefit)........................................ (111) (73) (81) 84 971 901 790
------- ----- ----- ----- ------- ------- -------
Net income (loss).............................. $ (356) $ 73 $(584) $ 131 $ 1,518 $ 1,138 $ 782
======= ===== ===== ===== ======= ======= =======
Pro forma income per share............................. $ 0.15
=======
Shares used in computing pro forma income per
share(I)............................................. 5,385
=======
</TABLE>

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

(1) Pro forma amounts for InfoCure Corporation have not been included as such
amounts are insignificant.

See accompanying notes to unaudited pro forma combined financial statements.

F-8
<PAGE> 51

INFOCURE CORPORATION AND FOUNDING BUSINESSES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

1. INFOCURE CORPORATION BACKGROUND

InfoCure Corporation ("InfoCure") was formed to bring together in one
entity the research, development, service and support and sales and marketing
efforts for a comprehensive array of practice management systems. InfoCure has
conducted no operations to date and will acquire the Founding Businesses
contemporaneously with the consummation of the Offering.

2. HISTORICAL FINANCIAL STATEMENTS

The historical financial statements represent the financial position and
results of operations of all the Founding Businesses and were derived from the
respective financial statements where indicated. The audited historical
financial statements included elsewhere in this Prospectus have been included in
accordance with Securities and Exchange Commission (SEC) Staff Accounting
Bulletin No. 80.

3. ACQUISITION OF FOUNDING COMPANIES

Contemporaneously with the consummation of the Offering, InfoCure will
acquire substantially all of the net assets of the Founding Businesses. The AMC
merger (for 3,332,472 shares) will be accounted for as a combination at
historical cost and the acquisition of the Founding Businesses will be recorded
at fair value.

The following table sets forth for the Founding Businesses the
consideration to be paid to its common stockholders in cash and in shares of
common stock of InfoCure:

<TABLE>
<CAPTION>
COMMON STOCK
-------------------------
FAIR VALUE OF
CASH SHARES SHARES(1)
------- -------- --------------
(IN THOUSANDS, EXCEPT SHARES)
<S> <C> <C> <C>
DR Software........................................... $ 1,875 80,009 $ 800
KCOMP................................................. 2,000 -- --
HCD................................................... 1,583 -- --
Rovak................................................. 2,805 64,007 640
HIS................................................... 1,500 192,022 1,920
Millard-Wayne......................................... 1,175 50,118 501
------ -------- ------
Total....................................... $10,938 386,156 $ 3,861
====== ======== ======
Total consideration for these companies................................... $ 14,799
Net book value (deficit) of these companies' assets....................... 563
------
Consideration allocated to goodwill....................................... $ 14,236
======
</TABLE>

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

(1) Estimated at $10.00 per share, the assumed initial public offering price.

The allocation to goodwill of the consideration in excess of net book value
for these acquisitions is reflective of the value ascribed to the ongoing
businesses and the revenue potential for existing and future products and
services, particularly electronic transactions processing, which the Company
feels can be derived from the installed customer base being acquired.

4. UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS

(A) Records the cash portion to be paid and the shares of stock to be issued to
the stockholders of the Founding Businesses in connection with the
acquisitions and elimination of subsidiary equity accounts for the combined
pro forma balance sheet. Additionally, reflects adjustments for certain
assets and liabilities not acquired and/or converted to equity as part of
the acquisition agreements.

F-9
<PAGE> 52

INFOCURE CORPORATION AND FOUNDING BUSINESSES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(B) Records the cash proceeds of issuance by AMC in November 1996 of the
equivalent of 472,811 shares of Common Stock for $750,000.

(C) Records the adjustment to the provision for federal and state deferred
income taxes relating to S-corporation income, and, with respect to results
of operations, the tax effect of filing a consolidated return.

(D) Records the repayment of certain debt obligations and other pro forma
adjustments. Of the anticipated debt repayment: $475,715 reduces AMC's
obligations under terms of a note payable to the Small Business
Administration ("SBA") ($381,215) and a note payable to a stockholder
($94,500), $135,440 reduces Millard-Wayne's obligations under bank notes
payable and $936,972 reduces Rovak's obligations under bank notes payable
($186,032) and notes payable to the SBA ($750,940). Additionally, payments
totalling $350,000 are anticipated to eliminate AMC's obligations under the
terms of a claims processing agreement ($265,000), a stock purchase warrant
($50,000) and certain accrued expenses ($35,000). Further, approximately
$477,000 in additional acquisition-related expenses are to be paid from
proceeds of the Offering.

(E) Records the proceeds from the issuance of 2,000,000 shares of InfoCure
common stock, net of estimated offering costs of $2,100,000 (based on an
assumed initial public offering price of $10 per share, the midpoint of the
estimated price range); offering costs consist primarily of underwriting
discounts and commissions, legal fees, accounting fees and printing
expenses.

The holders of 2,761,111 shares of Common Stock issued in partial payment
of the acquisitions have agreed not to offer, sell or otherwise dispose of any
of those shares for a period of 180 days after the Offering and for 18 months
thereafter (or for such shorter period as the SEC may prescribe as the holding
period for restricted securities under Rule 144(e)).

5. UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS ADJUSTMENTS

(F) Records the amortization on a straight-line basis over 22 years of goodwill
associated with the acquisition of the Founding Businesses. The related tax
benefit is based on the deductible portion of goodwill.

(G) Records the pro forma change in interest expense for pro forma adjustments
to debt.

(H) Records pro forma adjustments to compensation expense and certain other
operating expenses to the levels management will implement subsequent to
the Acquisitions, including elimination of corporate overhead and interest
expense allocation related to HCD. These adjustments are summarized as
follows:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
OCTOBER 31, YEAR ENDED
------------------------- JANUARY 31,
(IN THOUSANDS) 1996 1995 1996
------------------------------------------------------ ----------- ----------- -----------
<S> <C> <C> <C>
Reduction of compensation and related expenses........ $ 1,352 $ 1,251 $ 1,803
Reduction in rental and certain operating expenses.... 505 323 477
Reduction in corporate allocations to HCD:
Corporate overhead.................................. 264 324 476
ESOP expenses....................................... 61 147 159
Interest............................................ 27 3 26
Increase in the Company's overhead expenses to
integrate the acquisitions.......................... (339) (339) (452)
------ ------ ------
$ 1,870 $ 1,709 $ 2,489
====== ====== ======
</TABLE>

F-10
<PAGE> 53

INFOCURE CORPORATION AND FOUNDING BUSINESSES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The acquisition of HCD was consummated on December 3, 1996. As a result,
certain personnel and costs which were not part of the acquisition have
been eliminated. Consequently, the Company considers that, on an annualized
basis, such costs savings have been effected as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS) AMOUNT
---------------------------------------------------------------------------- ------
<S> <C>
Compensation, primarily duplicative administrative functions................ $1,130
Allocations from the division's former parent company:
Overhead.................................................................. 476
ESOP expenses............................................................. 159
Rent...................................................................... 117
Interest.................................................................. 26
------
$1,908
======
</TABLE>

Additionally, pro forma reductions in rental and other operating expenses
include the elimination of certain commissions and royalties which are
payable by Rovak under agreements that will be terminated following
consummation of the Acquisitions. Such adjustments are approximately
$125,000, $86,000 and $241,000 for the year ended January 31, 1996 and the
nine months ended October 31, 1995 and 1996, respectively.

Finally, of the remaining pro forma expense reductions for the year ended
January 31, 1996, approximately $100,000 relate to adjustments in
compensation of certain key executives as part of employment agreements to
be effective upon consummation of the Acquisitions. The balance relates to
costs associated with specifically identified duplicative functions to be
eliminated, net of increases in certain administrative costs deemed
appropriate to effect integration of the Acquisitions. The effects of the
pro forma adjustments have been applied to the nine month periods ended
October 31, 1996 and 1995 on bases designed to be consistent with the
annual period presented.

(I) The weighted average number of shares used to calculate pro forma earnings
per share included the following:

<TABLE>
<S> <C>
Issued to acquire Founding Businesses..................................... 3,668,510
Issued to pay cash portion of Acquisitions................................ 1,205,322
Issued to pay certain indebtedness........................................ 202,570
Issued to pay certain costs............................................... 53,296
Shares assumed issued from exercise of options and a warrant.............. 331,490
Shares assumed repurchased from proceeds from shares assumed issued from
exercise of options..................................................... (75,837)
---------
Shares estimated to be outstanding........................................ 5,385,351
---------
</TABLE>

F-11
<PAGE> 54

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
InfoCure Corporation
Atlanta, Georgia

We have audited the accompanying balance sheet of InfoCure Corporation as
of November 27, 1996. This balance sheet is the responsibility of the Company's
management. Our responsibility is to express an opinion on this balance sheet
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 balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit provides a reasonable basis for our opinion.

As discussed in Note 1 to the balance sheet, the Company was formed in
November 1996 and has entered into definitive agreements for the acquisition of
seven healthcare information systems businesses ("the Founding Businesses")
through transactions involving American Medcare Corporation, Inc.; Health Care
Division of Info Systems of North Carolina; Inc., Millard-Wayne, Inc.;
Healthcare Information Systems, Inc.; DR Software, Inc.; KComp Management
Systems, Inc. and Rovak, Inc. concurrently with an initial public offering of
its common stock.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of InfoCure Corporation as of November
27, 1996 in conformity with generally accepted accounting principles.

BDO SEIDMAN, LLP

November 29, 1996
Atlanta, Georgia

F-12
<PAGE> 55

INFOCURE CORPORATION

BALANCE SHEET
AS OF NOVEMBER 27, 1996

<TABLE>
<S> <C>
ASSETS:
Subscription receivable............................................................... $100
----
$100
====
LIABILITIES AND STOCKHOLDERS' EQUITY:
Stockholders' equity:
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, none issued and
outstanding...................................................................... $ --
Common Stock, $0.001 par value, 40,000,000 shares authorized, 10 shares issued and
outstanding...................................................................... 1
Additional paid in capital.......................................................... 99
----
Total stockholders' equity.................................................. $100
====
</TABLE>

See accompanying notes to balance sheet.

F-13
<PAGE> 56

INFOCURE CORPORATION

NOTES TO BALANCE SHEET
NOVEMBER 27, 1996

NOTE 1 -- ORGANIZATION AND GENERAL

InfoCure Corporation ("InfoCure") was formed in November 1996 to develop,
market and service healthcare information systems for use by healthcare
providers throughout the United States. InfoCure has conducted no operations to
date and will acquire the Founding Businesses concurrently with the consummation
of an initial public offering of its common stock.

F-14
<PAGE> 57

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors of
American Medcare Corporation
Atlanta, Georgia

We have audited the accompanying consolidated balance sheets of American
Medcare Corporation and subsidiaries as of January 31, 1996 and 1995, and the
related consolidated statements of operations, stockholders' equity (capital
deficit) 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 consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

As described in Note 3, effective October 29, 1993, the Company acquired
all of the outstanding capital stock of Integrated Computer Systems, Inc. and
Electronic Transmitting Solutions, Inc. On July 22, 1994, Integrated Computer
Systems, Inc. and Electronic Transmitting Solutions, Inc. filed voluntary
petitions for Chapter 7 bankruptcy with the United States Bankruptcy
Court -- Northern District of Georgia. Accordingly, the subsidiaries are not
consolidated.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
American Medcare Corporation and subsidiaries at January 31, 1996 and 1995, and
the consolidated results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting principles.

BDO SEIDMAN, LLP

April 12, 1996
(except for Notes 11, 13
and 15, as to which
the date is December 20, 1996)
Atlanta, Georgia

F-15
<PAGE> 58

AMERICAN MEDCARE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31,
------------------------- OCTOBER 31,
1996 1995 1996
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents............................. $ 249,698 $ 4,684 $ 183,012
Accounts and notes receivable, net.................... 156,936 283,888 196,547
Prepaid expenses and other current assets............. 32,620 27,195 30,888
----------- ----------- -----------
Total current assets.......................... 439,254 315,767 410,447
Property and equipment, net............................. 54,372 72,789 45,282
Miscellaneous........................................... 73,315 156,934 207,852
----------- ----------- -----------
$ 566,941 $ 545,490 $ 663,581
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIT):
Current liabilities:
Accounts payable...................................... $ 374,824 $ 462,227 $ 300,879
Accrued expenses...................................... 448,627 408,459 379,269
Deferred revenue...................................... 481,224 502,916 405,677
Note payable.......................................... -- 73,027 --
Current portion of long-term debt..................... 335,542 47,565 311,131
----------- ----------- -----------
Total current liabilities..................... 1,640,217 1,494,194 1,396,956
Long-term debt, less current portion.................... 544,780 419,154 539,314
----------- ----------- -----------
Total liabilities............................. 2,184,997 1,913,348 1,936,270
----------- ----------- -----------
Commitments and contingencies
Stockholders' equity (capital deficit):
Common stock.......................................... 41,577 41,577 47,470
Stock purchase warrant................................ 500,000 500,000 500,000
Additional paid-in capital............................ 1,445,247 1,415,249 2,110,197
Deficit............................................... (3,504,880) (3,324,684) (3,830,356)
Treasury stock, 228,489 shares at cost................ (100,000) -- (100,000)
----------- ----------- -----------
Total stockholders' equity (capital
deficit).................................... (1,618,056) (1,367,858) (1,272,689)
----------- ----------- -----------
$ 566,941 $ 545,490 $ 663,581
=========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-16
<PAGE> 59

AMERICAN MEDCARE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
NINE MONTHS ENDED OCTOBER
YEAR ENDED JANUARY 31, 31,
--------------------------- ---------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
Software and services............... $ 2,026,114 $ 2,865,582 $ 1,429,876 $ 1,618,336
Hardware............................ 386,620 619,977 229,795 296,688
----------- ----------- ----------- -----------
Total revenues...................... 2,412,734 3,485,559 1,659,671 1,915,024
Cost of revenues...................... 515,842 1,115,726 299,075 434,099
----------- ----------- ----------- -----------
Gross margin.......................... 1,896,892 2,369,833 1,360,596 1,480,925
----------- ----------- ----------- -----------
Operating expenses:
Salaries and operating expenses..... 2,017,389 2,848,005 1,573,935 1,491,483
Depreciation and amortization....... 112,314 563,690 54,890 81,653
----------- ----------- ----------- -----------
Total operating expenses............ 2,129,703 3,411,695 1,628,825 1,573,136
----------- ----------- ----------- -----------
Loss from operations.................. (232,811) (1,041,862) (268,229) (92,211)
Other income (expense):
Interest expense.................... (68,609) (54,116) (60,680) (46,909)
Other income, net................... 121,224 20,670 3,433 115,175
----------- ----------- ----------- -----------
Net loss.............................. $ (180,196) $(1,075,308) $ (325,476) $ (23,945)
=========== =========== =========== ===========
Net loss per common share............. $ (0.00) $ (0.03) $ (0.01) $ (0.00)
=========== =========== =========== ===========
Weighted average common shares
outstanding......................... 41,387,381 41,963,205 43,531,234 41,349,299
=========== =========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-17
<PAGE> 60

AMERICAN MEDCARE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)

<TABLE>
<CAPTION>
NUMBER OF SHARES DOLLAR VALUE
--------------------- ------------------- STOCK ADDITIONAL
COMMON TREASURY COMMON TREASURY PURCHASE PAID-IN
STOCK STOCK STOCK STOCK WARRANT CAPITAL DEFICIT TOTAL
---------- -------- ------- --------- -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, at January 31,
1994.................... 40,652,788 -- $40,652 $ -- $500,000 $1,274,175 $(2,249,376) $ (434,549)
Issuance of 925,000
shares................ 925,000 -- 925 -- 128,575 -- 129,500
Issuance of stock
options............... -- -- -- -- -- 12,499 12,499
Net loss.................. -- -- -- -- -- -- (1,075,308) (1,075,308)
---------- -------- ------- --------- -------- ---------- ----------- -----------
Balance, at January 31,
1995.................... 41,577,788 -- 41,577 -- 500,000 1,415,249 (3,324,684) $(1,367,858)
Acquisition of treasury
stock................. -- (228,489) -- (100,000) -- -- -- (100,000)
Issuance of stock
options............... -- -- -- -- -- 29,998 -- 29,998
Net loss.................. -- -- -- -- -- -- (180,196) (180,196)
---------- -------- ------- --------- -------- ---------- ----------- -----------
Balance, at January 31,
1996.................... 41,577,788 (228,489) 41,577 (100,000) 500,000 1,445,247 (3,504,880) (1,618,056)
Issuance of common stock
(unaudited)........... 5,892,286 -- 5,893 -- -- 642,450 -- 648,343
Issuance of stock
options (unaudited)... -- -- -- -- -- 22,500 -- 22,500
Net loss (unaudited).... -- -- -- -- -- -- (325,476) (325,476)
---------- -------- ------- --------- -------- ---------- ----------- -----------
Balance, at October 31,
1996 (unaudited)........ 47,470,074 (228,489) $47,470 $(100,000) $500,000 $2,110,197 $(3,830,356) $(1,272,689)
========== ======== ======= ========= ======== ========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-18
<PAGE> 61

AMERICAN MEDCARE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED JANUARY 31, OCTOBER 31,
----------------------- ---------------------
1996 1995 1996 1995
--------- ----------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash provided by (used for) operating
activities:
Net loss...................................... $(180,196) $(1,075,308) $(325,476) $ (23,945)
Adjustments to reconcile net loss to cash used
for operating activities:
Depreciation and amortization.............. 114,056 581,650 27,767 55,947
Allowance for doubtful accounts............ 18,368 (41,705) -- --
Compensatory stock options................. 29,998 12,499 22,500 22,500
Gain on sale of fixed assets............... -- (22,646) -- --
Other noncash charges...................... -- 30,000 -- --
Changes in current assets and liabilities:
Accounts and notes receivable............ 107,540 192,405 (38,354) 72,448
Inventory................................ -- 17,885 -- --
Prepaid expenses and other current
assets................................ (5,424) 60,462 (7,331) 3,510
Accounts payable and accrued expenses.... (47,235) (73,900) (249,464) 35,277
Deferred revenue......................... (21,692) (20,921) (67,297) (52,585)
--------- ----------- --------- ---------
Net cash provided by (used in) operating
activities................................. 15,415 (339,579) (637,655) 113,152
--------- ----------- --------- ---------
Cash (used for) provided by investing
activities:
Property and equipment expenditures........... (15,189) (6,199) (10,419) (15,972)
Purchases of intangible assets................ -- (107,903) 34,194
Proceeds from sale of fixed assets............ -- 80,000 -- --
Expenditures for software development costs... -- (22,445) (24,474) (725)
Proceeds from collection of notes and other
receivables................................ 4,213 113,888 -- --
--------- ----------- --------- ---------
Net cash provided by (used in) investing
activities................................. (10,976) 165,244 (142,796) 17,497
--------- ----------- --------- ---------
Cash provided by (used for) financing
activities:
Proceeds from issuance of common stock........ -- -- 648,343 --
Proceeds from note payable to stockholder..... 94,500 85,000 -- --
Repayment of note payable to stockholder...... (73,027) -- -- (73,028)
Proceeds from issuance of long-term debt...... 366,665 -- -- 94,500
Principal payments on long-term debt.......... (47,563) (53,780) 65,422 (25,508)
Repurchase of common stock.................... (100,000) -- -- (100,000)
--------- ----------- --------- ---------
Net cash provided by (used in) financing
activities................................. 240,575 31,220 713,765 (104,036)
--------- ----------- --------- ---------
Net increase (decrease) in cash and cash
equivalents................................... 245,014 (143,115) (66,686) 26,613
Cash and cash equivalents, beginning............ 4,684 147,799 249,698 4,684
--------- ----------- --------- ---------
Cash and cash equivalents, ending............... $ 249,698 $ 4,684 $ 183,012 $ 31,297
========= =========== ========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-19
<PAGE> 62

AMERICAN MEDCARE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND NATURE OF BUSINESS

American Medcare Corporation (the "Company" or "AMC") was incorporated on
January 11, 1983, and was originally formed to provide management services to
professional corporations practicing family and emergency medicine.

In May 1993, the Company merged with Newport Capital, Inc. ("Newport"),
whose principal asset was its wholly-owned subsidiary, International Computer
Solutions, Inc. ("ICS"). ICS develops, markets and supports health care data
processing and claims transmission systems, including hardware and software
packages, primarily for physician and dentist practice offices.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation. See Note 3 for accounting
for failed acquisitions.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could vary from these estimates.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. Depreciation is computed over the
estimated useful lives of the related assets using both straight line and
accelerated methods for financial reporting and accelerated methods for income
tax purposes. Substantial betterments to property and equipment are capitalized
and repairs and maintenance are expensed as incurred.

SOFTWARE COSTS

Software development costs are capitalized subsequent to establishing the
technological feasibility of a product. Capitalized software costs are amortized
using the straight-line method over the estimated lives of the related products
(generally 24 to 36 months).

REVENUE RECOGNITION

Revenue is recognized, net of allowances for estimated returns, from the
sale of computer hardware and computer software when the product is shipped and
when training services, where applicable, are provided. Revenue from hardware
maintenance and customer support contracts and claims processing services are
recognized in the period in which the services are provided; amounts not yet
earned are recorded as deferred revenue. Revenue from contract services for
maintenance and support were approximately $805,000 and $1,068,000 for 1996 and
1995, respectively. Revenue from claims processing services totaled about
$338,000 and $554,000 for 1996 and 1995, respectively.

INCOME TAXES

The Company accounts for income taxes under an asset and liability approach
that requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have

F-20
<PAGE> 63

AMERICAN MEDCARE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

been recognized in the Company's financial statements or tax returns. In
estimating future tax consequences, the Company generally considers all expected
future events other than possible enactments of changes in the tax laws or
rates.

LOSS PER COMMON SHARE

Loss per common share is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during each year.

NEW ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of" is effective for years beginning after December 15, 1995 and was adopted by
the Company as of February 1, 1996.

This statement requires that long-lived assets, including certain
intangibles, held and used by the Company be reviewed for potential impairment.
This new pronouncement did not have a material effect on the Company's financial
statements when adopted.

SFAS No. 123, "Accounting for Stock Based Compensation" is effective for
years beginning after December 15, 1995 and was adopted by the Company as of
February 1, 1996. This statement establishes financial accounting and reporting
standards for stock based employee compensation plans. SFAS No. 123 permits, but
does not require, a fair-value based method of accounting for employee stock
option plans which results in compensation expense recognition when stock
options are granted. As permitted by SFAS No. 123, the Company will provide pro
forma disclosure of net income and earnings per share, as applicable in the
notes to future consolidated financial statements.

INTERIM FINANCIAL STATEMENTS

In the opinion of management, the accompanying (unaudited) interim
financial statements contain all adjustments (consisting of normal recurring
accruals) necessary to present fairly the Company's results of operations and
cash flows for the nine months ended October 31, 1996 and 1995. The results of
operations and cash flows for the nine months ended October 31, 1996 and 1995
are not necessarily indicative of the results to be expected for the full year.

CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration
of credit risk consist principally of accounts receivable. Accounts receivable
arise from sale of healthcare practice management systems to the Company's
customer base located throughout the United States. The Company performs ongoing
credit evaluations of its customers' financial condition, and generally requires
no collateral from its customers. The Company's credit losses are subject to
general economic conditions of the healthcare industry.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist principally of accounts
receivable, accounts payable, notes payable and long-term debt. Accounts
receivable and accounts payable are short term in nature, accordingly, carrying
value is deemed to approximate fair value. The notes payable to bank, including
both the short-term line of credit and the long-term loan, bear interest at
rates which vary with current market conditions, accordingly, carrying values
are deemed to approximate fair value. Notes receivable and payable with
shareholders bear interest at fixed rates ranging between 10% and 12% which,
based on their terms and their current interest rates in the market, are deemed
to approximate fair value.

F-21
<PAGE> 64

AMERICAN MEDCARE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

STATEMENT OF CASH FLOWS

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

RECLASSIFICATION

Certain prior year amounts have been reclassified to conform with the
current year presentation.

2. FINANCIAL CONDITION AND FISCAL 1997 OUTLOOK

During the year ended January 31, 1996, the Company incurred a loss from
operations of approximately $233,000. This loss is in addition to the prior
year's operating loss of approximately $1,042,000. As of January 31, 1996, the
Company had a capital deficit of approximately $1,618,000 and a working capital
deficiency of approximately $1,201,000. In addition, other than resources
obtainable from certain of its officers and principal shareholders, the Company
has no available line of credit or other access to immediate short term
financing.

The Company has devised certain plans and strategies which, in management's
opinion, will allow the Company to reduce costs and operate more profitably.
During the second quarter of fiscal 1995, the Company decreased its workforce by
approximately 40%, which resulted in significant reductions in salaries,
benefits and other personnel related expenses. In addition, the Company moved
its headquarters to smaller leased offices and negotiated a three-month free
rent period and escalating payments during subsequent months. This reduction in
rental payments, along with certain other operational changes such as billing
maintenance in advance quarterly rather than monthly, have provided some amount
of currently available cash.

In addition to operational changes, the Company believes that its decision
to place Integrated Computer Systems, Inc. and Electronic Transmitting
Solutions, Inc. into bankruptcy and the rescission of the Capital Enterprises,
Inc. acquisition eliminated a significant portion of the Company's unprofitable
operations and allows management to focus on the Company's primary business (see
Note 3). Management believes that the expenses and resultant losses associated
with the above failed acquisitions are one time occurrences, which were
recognized in fiscal 1994. No such similar costs were included in the 1996 or
1995 financial statements.

There is no assurance that management's plans will be successful, but
management believes it has the resources to insure survivability of the Company.

3. LOSS ASSOCIATED WITH FAILED ACQUISITIONS

On July 22, 1994, Integrated Computer Systems, Inc. ("Integrated") and
Electronic Transmitting Solutions, Inc. ("Electronic"), two wholly-owned
subsidiaries of the Company, filed voluntary petitions for Chapter 7 bankruptcy
with the United States Bankruptcy Count -- Northern District of Georgia. The
Company also filed suit against the sellers of Integrated and Electronic on July
19, 1994 in the United States District Court -- Northern District of Georgia.
The suit called for rescission of the October 29, 1993 acquisitions along with
the return of the stock issued to the sellers. In addition, the suit asks for
damages for monetary amounts incurred by the Company as a result of problems
related to the acquisitions.

The Company has accrued a liability for estimated costs associated with the
liquidation of Integrated and Electronic. As of January 31, 1996 and 1995,
approximately $120,000 and $183,000, respectively, was included in accrued
expenses for such estimated costs.

The shares of stock issued in connection with the acquisition of Integrated
and Electronic are reflected as being outstanding in the accompanying
consolidated balance sheets and statements of shareholders' equity (capital
deficit). These shares will, however, be canceled in the event that the Company
is granted a rescission of the acquisitions by the United States Bankruptcy
District Court.

F-22
<PAGE> 65

AMERICAN MEDCARE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On January 31, 1994, the Company acquired all of the outstanding capital
stock of Capital Enterprises, Inc. ("CEI"), whose principal asset was an office
building. As a result of the Company's inability to maintain certain financial
ratios between the Company and the seller of CEI, the parties entered into a
rescission and release agreement on May 31, 1994. This agreement rescinded the
acquisition effective as of January 31, 1994.

4. ACCOUNTS AND NOTES RECEIVABLE

Accounts and notes receivable are summarized as follows:

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Accounts receivable -- trade..................................... $229,155 $336,696
Notes receivable (0-10% interest)................................ 18,169 23,547
-------- --------
247,324 360,243
Less allowance for doubtful accounts............................. 90,388 76,355
-------- --------
$156,936 $283,888
======== ========
</TABLE>

5. PROPERTY, EQUIPMENT AND DEPRECIATION

Major classes of property and equipment consisted of the following:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIVES
(YEARS) 1996 1995
------------ -------- --------
<S> <C> <C> <C>
Computer equipment.................................... 3-5 $331,436 $316,247
Furniture and fixtures................................ 5-7 293,381 293,381
--- -------- --------
624,817 609,628
Less accumulated depreciation......................... 570,445 536,839
-------- --------
$ 54,372 $ 72,789
======== ========
</TABLE>

Depreciation was $34,389 and $70,052 for the years ended January 31, 1996
and 1995, respectively.

6. MISCELLANEOUS ASSETS

Miscellaneous assets consist of the following:

<TABLE>
<CAPTION>
1996 1995
------- --------
<S> <C> <C>
Deferred rent asset............................................... $52,547 $ 90,072
Capitalized software development costs, net....................... 19,511 62,436
Long-term notes receivable........................................ 1,257 4,426
------- --------
$73,315 $156,934
======= ========
</TABLE>

Capitalized software development costs are stated net of accumulated
amortization of $656,505 and $660,803, at January 31, 1996 and 1995,
respectively.

F-23
<PAGE> 66

AMERICAN MEDCARE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. ACCRUED EXPENSES

Accrued expenses consisted of the following:

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Expenses related to loss on failed acquisition................... $119,590 $182,849
Compensation..................................................... 151,537 140,925
Taxes other than income.......................................... 57,995 48,623
Professional fees................................................ 50,000 25,000
Customer costs................................................... 28,606 6,455
Other accruals................................................... 40,899 4,607
-------- --------
$448,627 $408,459
======== ========
</TABLE>

8. NOTE PAYABLE AND LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Notes payable to banks........................................... $396,042 $430,555
Other............................................................ 484,280 36,164
-------- --------
880,322 466,719
Less current portion............................................. 335,542 47,565
-------- --------
$544,780 $419,154
======== ========
</TABLE>

During fiscal 1994, the Company refinanced its existing bank loans with a
new note payable to a bank which is guaranteed by the Small Business
Administration ("SBA"). This loan bears interest at a rate of 8.75% and is
payable in monthly installments through May 2003. The loan is secured by
substantially all of the assets of the Company and certain other real estate
owned by two stockholders. In addition, the loan is personally guaranteed by
five of the Company's stockholders.

In June 1994, the Company borrowed $85,000 in exchange for a promissory
note which bore a 15% annual interest rate and was payable in monthly
installments of $4,000 until April 1995 when a balloon payment of approximately
$68,000 was tendered in satisfaction of the remaining obligation under the note.

In April 1995, the Company borrowed $94,500 from the majority stockholder
of the Company in exchange for a promissory note bearing interest at 12% payable
in a balloon payment of principal and interest in April 1997.

In January 1996, the Company entered into an agreement with a third party
to exclusively promote its products as a component of the Company's products, in
exchange for a promissory note in the principal amount of $366,666 and bearing
interest at a rate of 9.95%. The note is to be repaid based on fees charged by
the third party for claims submitted by the Company for processing. As of
January 31, 1996 no claims had been submitted. The note is payable together with
unpaid principal all accrued and unpaid interest at December 31, 1998 and is
included in other long-term debt.

Also included in other long-term debt are capital leases of $19,612 and
$36,164 at January 31, 1996 and 1995, respectively. Also included are notes
payable to stockholders in the amount of $98,000 and $3,500 at January 31, 1996
and 1995, respectively.

F-24
<PAGE> 67

AMERICAN MEDCARE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of January 31, 1996, future maturities of these obligations are as
follows:

<TABLE>
<CAPTION>
YEAR AMOUNT
------------------------------------------------------------------------ --------
<S> <C>
1997.................................................................... $335,542
1998.................................................................... 243,051
1999.................................................................... 66,611
2000.................................................................... 63,823
2001.................................................................... 63,823
Thereafter.............................................................. 107,472
--------
$880,322
========
</TABLE>

9. OPERATING LEASES

The Company leases certain office equipment under noncancellable operating
leases with initial or remaining terms of one year or more. At January 31, 1996,
the remaining amounts due under these leases totaled approximately $29,000 in
the aggregate.

In August 1994, the Company entered into a new office space lease which
contained a free rent period through November 1994. Total future minimum annual
rental payments under this lease are approximately $82,000, $91,100 and $56,000
for 1997, 1998 and 1999, respectively.

Rent expense for 1996 and 1995, which included lease payments for office
space, was approximately $101,000 and $110,000, respectively.

10. COMMON STOCK

The Company had 50,000,000 shares of common stock, par value .001 per
share, authorized at January 31, 1996 and 1995, respectively. Shares of common
stock outstanding totaled 41,349,299 and 41,577,778 at January 31, 1996 and
1995, respectively.

At January 31, 1996, 925,000 shares of common stock issued during fiscal
1995 were subject to certain restrictions limiting their sale during the two
years subsequent to their issuance.

During the nine months ended October 31, 1996 the Company issued
approximately 5,900,000 shares of common stock in private placements to several
individuals, primarily for cash.

11. STOCK PURCHASE WARRANT AND OPTIONS

On January 4, 1991, the Company issued to Moore Business Forms, Inc.
("Moore") a stock purchase warrant, exercisable through December 31, 2000, for
20% of ICS common stock, in full satisfaction of approximately $445,000 of
amounts owed to Moore. In addition, Moore transferred ownership of the Medical
Practice Manager, Dental Practice Manager and Oral Surgeon Practice Manager
software and source code to ICS. The warrant was assigned a value of $500,000
and the Company recorded approximately $55,000 as the value of the software and
source code.

Pursuant to terms of an agreement dated December 20, 1996, the Company
repurchased the warrant for $50,000 and terminated all related obligations and
liabilities.

During fiscal 1995, the Company granted options to a director and an
officer of the Company. The options enable the holders to purchase up to
4,000,000 shares of common stock at prices ranging from $0.01 to $1.00 per
share. The options may be exercised at various times through September 1999.

No options had been exercised as of January 31, 1996.

F-25
<PAGE> 68

AMERICAN MEDCARE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. INCOME TAXES

Deferred taxes result from temporary differences between the bases of
assets and liabilities for financial reporting purposes and such amounts as
measured by tax laws and regulations. The sources of the temporary differences
and their effect on deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Basis difference of capitalized software costs and purchased customer
lists................................................................ $ (61,000) $ (76,000)
Differences in basis of property and equipment......................... (14,000) (5,000)
Allowance for doubtful accounts........................................ 34,000 29,000
Other basis differences................................................ 8,000 6,000
Net operating loss carryforwards....................................... 704,000 657,000
--------- ---------
Gross deferred tax assets.............................................. 671,000 611,000
Deferred tax asset valuation allowance................................. (671,000) (611,000)
--------- ---------
Net deferred tax asset (liability)........................... $ -- $ --
========= =========
</TABLE>

As of January 31, 1996, the Company and its subsidiaries have net operating
loss carryforwards for federal income tax purposes of approximately $1,759,000
which expire beginning in 2004. Due to the Company's net operating loss
carryforwards, there is no provision for income taxes at January 31, 1996 and
1995.

13. CLAIM PROCESSING AGREEMENT

ICS has an agreement with another company whereby ICS assisted in the
establishment of an electronic claims processing clearinghouse and in the
subsequent marketing of the clearinghouse by submitting electronic claims of ICS
customers for processing through the clearinghouse. The other company is owned
by a minority stockholder of the Company. ICS received a fee which included the
cancellation of a $324,000 note payable to this minority stockholder, plus
additional periodic payments totaling $100,000.

As part of the agreement, ICS agreed to submit all its eligible electronic
claims exclusively to the other company for processing and will pay $0.25 per
claim processed. The agreement commenced September 1, 1992 and will terminate
upon the processing of 11,800,000 claims, or certain other events (principally
related to the transfer of ownership of ICS) or discontinuance of electronic
claim-related business activities. If the agreement is terminated due to the
other events, five shareholders of the Company shall pay a termination fee of
$324,000 less the number of claims processed to date times $0.05 per claim, plus
an annual interest surcharge of prime plus 3%. ICS has guaranteed the
shareholders' obligation for the termination fee which totaled approximately
$284,000 at January 31, 1996. The service center became functional in September
of 1993 and processed approximately 431,000 and 349,000 claims from ICS
customers in fiscal 1996 and 1995, respectively. As of January 31, 1996 and
1995, approximately $284,000 and $305,000, respectively, was included in
deferred revenue related to this agreement.

In November 1996, the Company entered into an agreement to terminate this
agreement in consideration of $265,000 to be paid upon the successful completion
of a public offering of the Company or its successor.

14. SUPPLEMENTAL CASH FLOW INFORMATION

Cash payments for interest amounted to $55,338 and $66,028 for the years
ended January 31, 1996 and 1995, respectively.

F-26
<PAGE> 69

AMERICAN MEDCARE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15. SUBSEQUENT EVENTS

(a) The Company entered into negotiations with Health Care Division (the
"Division") (a division of Info Systems of North Carolina, Inc.), whereby the
Company would acquire certain assets and liabilities of the Division in exchange
for an estimated $1,750,000. Additionally, the Company has also entered into
negotiations with Millard Wayne, whereby the Company would acquire all of the
common stock of Millard-Wayne in exchange for an estimated $1,175,000 cash and
783,000 shares of common stock. The Division acquisition was consummated in
December 1996. The Millard-Wayne acquisition is expected to be consummated in
the first quarter of 1997. The Company has also signed non-binding letters of
intent to acquire four additional practice management software companies for
aggregate consideration of approximately $11,500,000 in cash and common stock.

(b) In November 1996, the Company, through a private placement, issued
approximately 7,387,000 shares of the Company's common stock for an aggregate
consideration of $750,000.

F-27
<PAGE> 70

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
KComp Management Systems, Inc.
Los Angeles, California

We have audited the accompanying balance sheet of KComp Management Systems,
Inc. as of March 31, 1996, and the related statements of operations, changes in
stockholders' equity and cash flows for the period from inception (December 15,
1995) to March 31, 1996. 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 financial position of KComp Management Systems,
Inc. at March 31, 1996, and the results of its operations and its cash flows for
the period from inception (December 15, 1995) to March 31, 1996, in conformity
with generally accepted accounting principles.

BDO SEIDMAN, LLP

Atlanta, Georgia
November 15, 1996

F-28
<PAGE> 71

KCOMP MANAGEMENT SYSTEMS, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1996 1996
--------- -------------
(UNAUDITED)
<S> <C> <C>
ASSETS:
Current assets:
Cash.............................................................. $ 33,427 $ 27,872
Accounts receivable............................................... 200,367 448,407
Other............................................................. -- 6,367
-------- ----------
Total current assets...................................... 233,794 482,646
-------- ----------
Property and equipment:
Computer equipment................................................ 62,051 62,051
Phone equipment................................................... 29,409 37,183
Other............................................................. 3,171 3,171
-------- ----------
Total property and equipment.............................. 94,631 102,405
Less accumulated depreciation..................................... 6,153 16,017
-------- ----------
Net property and equipment................................ 88,478 86,388
Other assets:
Capitalized software costs, less accumulated amortization of
$11,706 and $29,265............................................ 128,765 111,206
Goodwill less accumulated amortization of $9,995 and $24,986...... 439,759 424,768
-------- ----------
Total assets.............................................. $ 890,796 $ 1,105,008
======== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Lines of credit................................................... $ 24,134 $ 49,785
Accounts payable.................................................. 235,550 212,740
Accrued expenses.................................................. 72,686 134,046
Deferred revenue.................................................. 79,248 122,903
Current portion of notes payable.................................. 448,435 437,364
-------- ----------
Total current liabilities................................. 860,053 956,838
Notes payable....................................................... 27,761 27,761
-------- ----------
Total liabilities................................................... 887,814 984,599
-------- ----------
Commitments and contingencies
Stockholders' equity:
Common stock, no par value, $0.01 stated value, 500,000 shares
authorized; 30,000 shares issued and outstanding............... 300 300
Additional paid-in capital........................................ 3,682 3,682
Retained earnings (accumulated deficit)........................... (1,000) 116,427
-------- ----------
Total stockholders' equity................................ 2,982 120,409
-------- ----------
Total liabilities and stockholders' equity................ $ 890,796 $ 1,105,008
======== ==========
</TABLE>

See accompanying notes to financial statements.

F-29
<PAGE> 72

KCOMP MANAGEMENT SYSTEMS, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION
(DECEMBER 15, SIX MONTHS
1995) TO ENDED
MARCH 31, SEPTEMBER 30,
1996 1996
------------- -------------
(UNAUDITED)
<S> <C> <C>
Revenues:
Systems and hardware sales........................................ $ 172,781 $ 140,474
Maintenance and support........................................... 486,764 842,396
-------- --------
Total revenues............................................ 659,545 982,870
-------- --------
Cost and expenses:
Salaries and wages................................................ 467,390 544,081
Telephone......................................................... 73,904 94,286
Depreciation and amortization..................................... 27,854 42,415
Rent.............................................................. 27,280 40,920
Insurance......................................................... 10,045 11,243
Other............................................................. 40,328 66,949
-------- --------
Total cost and expenses................................... 646,801 799,894
-------- --------
Income from operations.............................................. 12,744 182,976
Other income (expense):
Other income (expense)............................................ (665) (18,026)
Interest expense.................................................. (13,079) (1,523)
-------- --------
Income (loss) before taxes.......................................... (1,000) 163,427
Income tax provision................................................ -- 46,000
-------- --------
Net income (loss)................................................... $ (1,000) $ 117,427
======== ========
</TABLE>

See accompanying notes to financial statements.

F-30
<PAGE> 73

KCOMP MANAGEMENT SYSTEMS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
--------------- PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
------ ------ ---------- --------- --------
<S> <C> <C> <C> <C> <C>
Issuance of common stock......................... 30,000 $300 $3,682 $ -- $ 3,982
Net loss for the period.......................... -- -- -- (1,000) (1,000)
------ ---- ------ -------- --------
Balance, March 31, 1996.......................... 30,000 300 3,682 (1,000) 2,982
Net income for the six months ending September
30, 1996 (unaudited)........................ -- -- -- 117,427 117,427
------ ---- ------ -------- --------
Balance, September 30, 1996 (unaudited).......... 30,000 $300 $3,682 $ 116,427 $120,409
====== ==== ====== ======== ========
</TABLE>

See accompanying notes to financial statements.

F-31
<PAGE> 74

KCOMP MANAGEMENT SYSTEMS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION
(DECEMBER 15, SIX MONTHS
1995 TO ENDED
MARCH 31, SEPTEMBER 30,
1996 1996
------------- -------------
(UNAUDITED)
<S> <C> <C>
Cash provided by (used in) operating activities:
Net (loss) income................................................. $ (1,000) $ 117,427
Adjustments to reconcile net (loss) income to net cash provided by
(used in) operating activities:
Depreciation and amortization.................................. 27,854 42,415
Increase (decrease) from change in:
Accounts receivable.......................................... (200,367) (248,040)
Accounts payable and accrued expenses........................ 154,793 38,549
Deferred revenue............................................. 54,131 43,655
Other........................................................ -- (6,367)
--------- --------
Net cash provided by (used in) operating activities............... 35,411 (12,361)
--------- --------
Cash provided by (used in) investing activities:
Purchase of equipment............................................. (5,191) (7,774)
--------- --------
Cash provided by (used in) financing activities:
Proceeds from line of credit...................................... 24,134 25,651
Increase in notes payable......................................... 77,425 --
Payments on notes payable......................................... (102,334) (11,071)
Issuance of common stock.......................................... 3,982 --
--------- --------
Net cash provided by financing activities......................... 3,207 14,580
--------- --------
Net increase (decrease) in cash..................................... 33,427 (5,555)
Cash, beginning..................................................... -- 33,427
--------- --------
Cash, ending........................................................ $ 33,427 $ 27,872
========= ========
</TABLE>

See accompanying notes to financial statements.

F-32
<PAGE> 75

KCOMP MANAGEMENT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

KComp Management Systems, Inc. (the "Company") was formed in March 1995 and
began operations in December 1995, following the acquisition of certain assets
and assumption of certain liabilities of Songbird Data Systems, Inc.
("Songbird") in December 1995. The Company provides support and training
services for computer software for the dental industry. The Company also updates
and sells the current version of its computer software and other related
auxiliary products.

REVENUE RECOGNITION

Revenue from maintenance and support contracts is recognized ratably over
the contract period. Revenue from software sales is recorded when the product is
delivered.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

For purposes of cash flows, the Company considers all short-term securities
purchased with a maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed over
the estimated useful lives of the respective assets on the straight-line basis
ranging from five to seven years.

Expenditures for major renewals and betterment that extend the useful lives
of property and equipment are capitalized. Expenditures for repairs and
maintenance are charged to expense as incurred.

EXCESS OF COST OVER NET ASSETS ACQUIRED

The excess of purchase price over fair value of net assets acquired arises
in connection with business combinations accounted for as purchases and is
amortized on a straight-line basis over fifteen years. Accumulated amortization
amounted to approximately $29,000 (unaudited) and $12,000, for the six months
ended September 30, 1996, and the period from inception (December 15, 1995) to
March 31, 1996, respectively.

The Company's operational policy for the assessment and measurement of any
impairment in the value of excess of cost over net assets acquired which is
other that temporary is to evaluate the recoverability and remaining life of its
goodwill and determine whether the goodwill should be completely or partially
written off or the amortization period accelerated. The Company will recognize
an impairment of goodwill if undiscounted estimated future operating cash flows
of the acquired business are determined to be less than the carrying amount of
goodwill. If the Company determines that goodwill has been impaired, the
measurement of the impairment will be equal to the excess of the carrying amount
of goodwill over the amount of the undiscounted estimated operating cash flows.
If an impairment of goodwill were to occur, the Company would reflect the
impairment through a reduction in the carrying value of goodwill.

F-33
<PAGE> 76

KCOMP MANAGEMENT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

CAPITALIZED SOFTWARE COSTS

Capitalized software costs of purchased computer software to be sold,
leased or otherwise marketed, are capitalized and amortized on a straight-line
basis over a period of four years. Amortization of capitalized software for the
period from inception (December 31, 1995) to March 31, 1996 was $11,706, and for
the six months ended September 30, 1996 was $17,559 (unaudited).

The Company's operational policy for the assessment and measurement of the
continuing value of capitalized software is to evaluate the recoverability of
the remaining life of its capitalized software and determine whether the
software should be completely or partially written off or the amortization
period accelerated. The Company will recognize an impairment if undiscounted
estimated future cash flows of the capitalized software is determined to be less
than the carrying amount of capitalized software.

INCOME TAXES

The Company uses the liability method to account for income taxes. Under
this approach, deferred income taxes are provided for the temporary differences
between the book and tax basis of assets and liabilities using currently enacted
tax rates. Changes in tax laws or rates are recognized in the deferred tax
balances when enacted.

CONCENTRATION OF CREDIT RISK

The Company markets its products and services to a wide variety of
customers in diverse geographic areas. This diversity reduces the concentration
of credit risk which may arise from the resultant accounts receivable.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments include receivables, accounts and notes
payables, accrued liabilities. Such instruments are reported at values which the
Company believes are not materially different from their fair values.

NEW ACCOUNTING PRONOUNCEMENTS

This statement requires that long-lived assets, including certain
intangibles, held and used by the Company be reviewed for potential impairment.
This new pronouncement is not expected to have a material effect on the
Company's financial statements.

INTERIM FINANCIAL STATEMENTS

In the opinion of management, the accompanying (unaudited) interim
financial statements contain all adjustments (consisting of normal recurring
accruals) necessary to present fairly the Company's financial position as of
September 30, 1996 and the results of operations and cash flows for the six
months ended September 30, 1996. The results of operations for the six months
ended September 30, 1996 are not necessarily indicative of the results to be
expected for the full year.

2. NOTES PAYABLE

The Company maintains two lines of credit with a bank which provide for an
aggregate of $75,000 in borrowings. The lines bear interest of 9.75% and are due
March 1997. At March 31, 1996, $24,134 was

F-34
<PAGE> 77

KCOMP MANAGEMENT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

outstanding on the lines. At September 30, 1996, borrowing under the lines of
credit amounted to $49,785 (unaudited). These lines of credit are collateralized
by certain certificates of deposit pledged by the Company's president.

The Company maintains several term notes payable to certain officers,
directors and affiliates. The notes bear interest at rates from 7%-12%. Future
maturities under these term notes are as follows:

<TABLE>
<CAPTION>
MARCH 31, AMOUNT
-------------------------------------------------------------------------- --------
<S> <C>
1997...................................................................... $448,435
1998...................................................................... 27,761
--------
$476,196
========
</TABLE>

3. COMMITMENTS

The Company is obligated under terms of operating leases for its office
facilities and certain equipment and utilities. Rental expense was approximately
$30,000 for the period from inception (December 31, 1995) to March 31, 1996.
Future minimum payments under these leases are as follows:

<TABLE>
<CAPTION>
MARCH 31, AMOUNT
-------------------------------------------------------------------------- --------
<S> <C>
1997...................................................................... $338,635
1998...................................................................... 172,772
1999...................................................................... 45,000
--------
$556,407
========
</TABLE>

4. INCOME TAXES

The components of income tax expense are as follows:

<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION (DECEMBER SIX MONTHS ENDED
31, 1995) TO MARCH SEPTEMBER 30, 1996
31, 1996 (UNAUDITED)
------------------- ------------------
<S> <C> <C>
Current
Federal.......................................... $ -- $ 39,000
State............................................ -- 7,000
------- -------
Total current............................ $ -- $ 46,000
------- -------
Deferred........................................... -- --
------- -------
Net tax expense.......................... $ -- $ 46,000
------- -------
</TABLE>

5. STOCK WARRANT

In May 1996, the Company issued Marc Kloner a stock purchase warrant to
purchase 327,240 shares of common stock of the Company. Exercise of the warrant
is anticipated to result in the reduction of an account payable to Mr. Kloner of
approximately $41,000.

F-35
<PAGE> 78

KCOMP MANAGEMENT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

6. SUPPLEMENTAL CASH FLOW INFORMATION

As discussed in Note 1 the Company acquired certain assets and assumed
certain liabilities of Songbird. The assets and liabilities were as follows:

<TABLE>
<S> <C>
Fixed assets............................................................. $ 89,440
Capitalized software..................................................... 140,471
Accounts payable and accrued expenses.................................... (153,443)
Deferred revenue......................................................... (25,117)
Notes payable............................................................ (501,105)
---------
Net liabilities assumed........................................ $(449,754)
=========
</TABLE>

Cash paid for interest for the period from inception (December 31, 1995) to
March 31, 1996 was approximately $13,000.

7. SUBSEQUENT EVENT

Subsequent to March 31, 1996, the Company signed a letter of intent to be
acquired by American Medcare Corporation ("AMC"), whereby AMC would acquire all
of the common stock of the Company in exchange for an estimated $2,000,000. The
sale is anticipated to occur in the first quarter of 1997.

F-36
<PAGE> 79

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Healthcare Information Systems, Inc.
Kansas City, Missouri

We have audited the accompanying balance sheets of Healthcare Information
Systems, Inc. at September 30, 1996 and December 31, 1995, and the related
statements of operations, stockholders' equity and cash flows for the nine month
period ended September 30, 1996 and for the year ended December 31, 1995. 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 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, the financial statements referred to above present fairly,
in all material respects, the financial position of Healthcare Information
Systems, Inc. at September 30, 1996 and December 31, 1995, and the results of
its operations its cash flows for the nine month period ended September 30, 1996
and for the year ended December 31, 1995 in conformity with generally accepted
accounting principles.

BDO SEIDMAN, LLP

St. Louis, Missouri
October 31, 1996

F-37
<PAGE> 80

HEALTHCARE INFORMATION SYSTEMS, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1995 1996
------------ -------------
<S> <C> <C>
ASSETS:
Current assets:
Cash............................................................... $ 53,568 $ 219,980
Accounts receivable -- trade....................................... 310,011 261,439
Inventories, net................................................... 126,068 123,776
Deferred income taxes.............................................. 56,500 14,500
Other.............................................................. 4,573 9,148
--------- --------
Total current assets....................................... 550,720 628,843
--------- --------
Property and equipment:
Equipment and office furniture..................................... 323,798 330,490
Less accumulated depreciation...................................... (264,665) (283,421)
--------- --------
Net property and equipment................................. 59,133 47,069
--------- --------
Software costs less accumulated amortization of $234,254 and
$217,010........................................................... 22,990 5,746
--------- --------
Total Assets............................................... $632,843 $ 681,658
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable and accrued expenses.............................. $106,541 $ 115,191
Deferred revenue................................................... 314,775 290,917
--------- --------
Total current liabilities.................................. 421,316 406,108
--------- --------
Commitments and contingencies
Stockholders' equity:
Common stock, $1.00 par, 500 shares authorized, issued and
outstanding..................................................... 500 500
Additional paid-in capital......................................... 20,367 27,122
Retained earnings.................................................. 203,870 259,893
Less: treasury stock............................................... (13,210) (11,965)
--------- --------
Total stockholders' equity................................. 211,527 275,550
--------- --------
Total liabilities and stockholders' equity................. $632,843 $ 681,658
========= ========
</TABLE>

See accompanying notes to financial statements.

F-38
<PAGE> 81

HEALTHCARE INFORMATION SYSTEMS, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED SEPTEMBER 30,
DECEMBER 31, -----------------------------
1995 1996 1995
------------ ------------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Revenues:
Systems and software sales and licenses................ $1,097,925 $ 925,091 $ 793,307
Maintenance and support................................ 956,353 847,743 693,391
Other.................................................. 407,189 290,744 277,887
---------- ---------- ----------
Total revenues................................. 2,461,467 2,063,578 1,764,585
Cost of sales............................................ 861,659 732,968 627,189
---------- ---------- ----------
Gross profit............................................. 1,599,808 1,330,610 1,137,396
Selling, general and administrative expenses............. 1,679,558 1,245,054 1,261,572
---------- ---------- ----------
Operating income (loss).................................. (79,750) 85,556 (124,176)
Other income:
Miscellaneous.......................................... 21,907 12,467 10,684
---------- ---------- ----------
Income (loss) before taxes............................... (57,843) 98,023 (113,492)
Income tax (benefit) expense............................. (16,500) 42,000 (44,000)
---------- ---------- ----------
Net income (loss)........................................ $ (41,343) $ 56,023 $ (69,492)
========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-39
<PAGE> 82

HEALTHCARE INFORMATION SYSTEMS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TREASURY STOCK
--------------- PAID RETAINED -----------------
SHARES AMOUNT CAPITAL EARNINGS SHARES AMOUNT TOTAL
------ ------ ---------- -------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1995......... 500 $500 $ 20,367 $245,213 (53) $(13,210) $252,870
Net loss....................... -- -- (41,343) -- -- (41,343)
--- ---- ------- -------- ---- -------- --------
Balance, December 31, 1995....... 500 500 20,367 203,870 (53) (13,210) 211,527
Reissuance of treasury stock... -- 6,755 -- 5 1,245 8,000
Net income..................... -- -- 56,023 -- -- 56,023
--- ---- ------- -------- ---- -------- --------
Balance, September 30, 1996...... 500 $500 $ 27,122 $259,893 (48) $(11,965) $275,550
=== ==== ======= ======== ==== ======== ========
</TABLE>

See accompanying notes to financial statements.

F-40
<PAGE> 83

HEALTHCARE INFORMATION SYSTEMS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED SEPTEMBER 30,
DECEMBER 31, -----------------------------
1995 1996 1995
------------ ------------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Cash provided by (used in) operating activities:
Net income (loss)...................................... $ (41,343) $ 56,023 $ (69,492)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization....................... 57,461 36,000 43,096
Deferred income taxes............................... (16,500) 42,000 --
Changes in assets and liabilities:
Accounts receivable............................... (96,507) 48,572 (24,393)
Inventories....................................... 26,503 2,292 (772)
Other receivables................................. 2,561 2,250 1,976
Prepaid expenses.................................. -- (6,825) 13,582
Accounts payable.................................. (2,992) 5,002 (47,463)
Accrued expenses.................................. (4,301) 3,648 13,105
Deferred revenue.................................. (8,798) (23,858) 75,648
--------- -------- --------
Net cash provided by (used in) operating activities.... (83,916) 165,104 5,287
--------- -------- --------
Cash provided by (used in) investing activity:
Purchases of property and equipment.................... (52,301) (6,692) (68,908)
--------- -------- --------
Cash provided by (used in) financing activities:
Repayment of note payable.............................. -- -- (13,885)
Reissuance of treasury stock........................... -- 8,000 --
--------- -------- --------
Net cash provided by (used in) financing activities.... -- 8,000 (13,885)
--------- -------- --------
Net (decrease) increase in cash.......................... (136,217) 166,412 (77,506)
Cash, beginning.......................................... 189,785 53,568 189,785
--------- -------- --------
Cash, ending............................................. $ 53,568 $ 219,980 $ 112,279
========= ======== ========
</TABLE>

See accompanying notes to financial statements.

F-41
<PAGE> 84

HEALTHCARE INFORMATION SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Healthcare Information Systems, Inc. (the "Company") offers a complete
package of software, hardware, training, support and service for hospitals. The
Company is headquartered in Kansas City, Missouri. The Company's customers are
predominately located in the midwestern states of Missouri, Kansas and Arkansas.

INVENTORIES

Inventories are stated at the lower of cost or market using the first-in,
first-out (FIFO) method. Inventories consist of computers, computer parts and
supplies and forms.

EQUIPMENT AND OFFICE FURNITURE

Equipment and office furniture are stated at cost less accumulated
depreciation. Depreciation is computed over the estimated useful lives of the
assets using accelerated methods for financial reporting purposes.

INCOME TAXES

Deferred income taxes arise from temporary differences between financial
and income tax reporting and relate principally to inventory reserves and
deferred revenues.

ACCOUNTING ESTIMATES

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments include accounts receivable, accounts
payable and certain accrued expenses. The carrying amounts of financial
instruments approximate their fair values.

REVENUE RECOGNITION POLICIES

Deferred Maintenance Revenue

Revenues primarily from hardware and software maintenance arrangements on
the Company's various products have been deferred and will be recognized in
income on a pro rata basis over the agreement periods which are typically from
three months to one year.

System Revenue

Revenues from Company sales of equipment, hardware and software are
recognized at the time of delivery of the product(s).

SOFTWARE COSTS

Software costs are amortized over a sixty-month period on a straight-line
basis. The Company capitalizes those costs incurred subsequent to establishing
technological feasibility of the product.

F-42
<PAGE> 85

HEALTHCARE INFORMATION SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS

This statement required that long-lived assets, including certain
intangibles, held and used by the Company be reviewed for potential impairment.
This new pronouncement did not have a material effect on the Company's financial
statements when adopted.

INTERIM FINANCIAL STATEMENTS

In the opinion of management, the accompanying (unaudited) interim
financial statements contain all adjustments (consisting of normal recurring
accruals) necessary to present fairly the Company's results of operations and
cash flows for the nine months ended September 30, 1995. The results of
operations and cash flows for the nine months ended September 30, 1995 are not
necessarily indicative of the results to be expected for the full year.

2. COMMITMENTS

OPERATING LEASE

The Company leases its office facilities under a noncancellable operating
lease expiring on December 31, 1996. Future minimum rental payments required
under this noncancellable operating lease total $17,347 from the period
beginning October 1, 1996 through December 31, 1996.

Total rental expense for the operating lease was $53,504 and $72,213 for
the period ended September 30, 1996 and for the year ended December 31, 1995,
respectively.

3. EMPLOYEE BENEFIT PLAN

The Company implemented a 401(k) savings plan covering substantially all
United States employees. Employee contributions are based upon an approved
percentage of wages and employer contributions are made at the discretion of the
Company's managing members. Company contributions were $2,577 and $2,378 for the
period ended September 30, 1996 and for the year ended December 31, 1995,
respectively.

4. INCOME TAXES

The components of income tax expense are as follows:

<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1996 1995
----------------- ------------
<S> <C> <C>
Current................................................. $ -- $ --
Deferred
Federal............................................... 35,000 (14,000)
State................................................. 7,000 (2,500)
------- --------
Total deferred................................ 42,000 (16,500)
------- --------
Net tax expense (benefit)............................... $42,000 $(16,500)
======= ========
</TABLE>

F-43
<PAGE> 86

HEALTHCARE INFORMATION SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Deferred tax assets consist of:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
<S> <C> <C>
Inventory -- tax over book................................... $14,500 $ 16,500
Deferred revenue............................................. -- 36,200
Other........................................................ -- 3,800
------- --------
$14,500 $ 56,500
======= ========
</TABLE>

Income taxes differed from amounts computed by applying the U.S. Federal
income tax statutory rate to pretax income as a result of the following:

<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1996 1995
----------------- ------------
<S> <C> <C>
Expected tax expense (benefit).......................... $33,328 $(19,667)
Increase (decrease) in income taxes resulting from:
State income taxes.................................... 6,126 (2,750)
Permanent differences................................. 3,900 5,401
Effect of graduated rates and other................... (1,354) 516
------- --------
$42,000 $(16,500)
======= ========
</TABLE>

5. SUBSEQUENT EVENT

The Company has entered into negotiations to be acquired by American
Medcare Corporation ("AMC"), whereby AMC would acquire all of the common stock
of the Company in exchange for an estimated $3,400,000. Of the total
consideration, $1,500,000 is payable in cash and the balance by issuance of
common stock. The sale is anticipated to occur in the first quarter of 1997.

F-44
<PAGE> 87

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Millard-Wayne, Inc.
Atlanta, Georgia

We have audited the accompanying balance sheets of Millard-Wayne, Inc. as
of September 30, 1996 and December 31, 1995, and the related statements of
operations and retained earnings, and cash flows for the nine months ended
September 30, 1996 and the year ended December 31, 1995. 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 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, the financial statements referred to above present fairly,
in all material respects, the financial position of Millard-Wayne, Inc. at
September 30, 1996 and December 31, 1995, and the results of its operations and
its cash flows for the nine months ended September 30, 1996 and the year ended
December 31, 1995 in conformity with generally accepted accounting principles.

BDO SEIDMAN, LLP

Atlanta, Georgia
October 28, 1996

F-45
<PAGE> 88

MILLARD-WAYNE, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1995 1996
------------ -------------
<S> <C> <C>
ASSETS:
Current assets:
Cash............................................................... $ 8,257 $ 1,402
Accounts receivable net of $8,100 allowance........................ 366,741 287,477
Deferred tax asset................................................. 129,000 132,000
Other current assets............................................... 2,256 3,241
-------- --------
Total current assets....................................... 506,254 424,120
Property and equipment at cost, net of accumulated depreciation...... 132,372 127,351
Software development costs, net of accumulated amortization of
$1,339,800 and $1,423,409.......................................... 249,487 274,356
Purchased software rights, net of accumulated amortization of $8,561
and $16,194........................................................ 54,539 86,525
Other assets......................................................... 18,625 17,375
-------- --------
$961,277 $ 929,727
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY:
Current liabilities:
Accounts payable................................................... $ 90,882 $ 112,703
Accrued expenses................................................... 59,119 58,512
Deferred revenue................................................... 377,927 312,978
Current portion of notes payable................................... 136,672 135,440
10 1/2% demand note payable to officer............................. -- 71,500
-------- --------
Total current liabilities.................................. 664,600 691,133
-------- --------
Notes payable........................................................ 30,482 17,515
-------- --------
Deferred income taxes, non-current portion........................... 77,000 60,000
-------- --------
Commitments and contingencies
Stockholder's equity:
Common stock, $1.00 par, 500 shares authorized, issued and
outstanding..................................................... 500 500
Additional paid-in-capital......................................... 42,549 42,549
Retained earnings.................................................. 146,146 118,030
-------- --------
Total stockholder's equity................................. 189,195 161,079
-------- --------
Total liabilities and stockholder's equity................. $961,277 $ 929,727
======== ========
</TABLE>

See accompanying notes to financial statements.

F-46
<PAGE> 89

MILLARD-WAYNE, INC.

STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED SEPTEMBER
DECEMBER 30,
31, -----------------------------
1995 1996 1995
----------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Revenues:
Systems sales.......................................... $ 800,434 $ 660,828 $ 543,825
Support and services................................... 1,243,558 984,486 868,198
Other.................................................. 73,492 54,652 57,782
---------- ---------- ----------
Total revenues................................. 2,117,484 1,699,966 1,469,805
---------- ---------- ----------
Operating costs and expenses:
Salaries and wages..................................... 938,408 760,421 651,934
Hardware purchases for resale.......................... 290,857 328,336 193,544
Commissions and support................................ 115,580 140,792 59,051
Depreciation and amortization.......................... 236,034 126,274 177,992
Rent................................................... 131,442 98,604 96,193
Travel and entertainment............................... 65,894 53,786 48,004
Telephone.............................................. 66,884 53,230 47,269
Insurance.............................................. 59,229 44,812 44,720
Other.................................................. 143,572 123,470 39,213
---------- ---------- ----------
Total operating costs and expenses............. 2,047,900 1,729,725 1,357,920
---------- ---------- ----------
Income (loss) from operations............................ 69,584 (29,759) 111,885
---------- ---------- ----------
Other expenses:
Interest expense....................................... 22,972 18,357 19,255
Loss on sale of assets................................. 17,186 -- 17,186
---------- ---------- ----------
Total other expenses........................... 40,158 18,357 36,441
---------- ---------- ----------
Income (loss) before taxes............................... 29,426 (48,116) 75,444
Income taxes (benefit)................................... (5,528) (20,000) 31,000
---------- ---------- ----------
Net income (loss)........................................ 34,954 (28,116) 44,444
Retained earnings, beginning............................. 111,192 146,146 111,192
---------- ---------- ----------
Retained earnings, ending................................ $ 146,146 $ 118,030 $ 155,636
========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-47
<PAGE> 90

MILLARD-WAYNE, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED SEPTEMBER 30,
DECEMBER 31, -----------------------
1995 1996 1995
------------ --------- ---------
(UNAUDITED)
<S> <C> <C> <C>
Cash provided by (used in) operating activities:
Net income (loss)...................................... $ 34,954 $ (28,116) $ 44,444
Adjustments to reconcile net income (loss) to cash
provided by operating activities:
Depreciation and amortization....................... 236,034 126,274 177,042
Loss on sale of property, plant and equipment....... 17,186 -- --
Decrease (increase) in:
Accounts receivable............................... 27,266 79,264 (9,643)
Other assets...................................... 2,181 (482) (6,146)
Net deferred income taxes......................... (5,528) (20,000) --
Accrued expenses.................................. (14,168) (607) 20,328
Accounts payable.................................. (79,248) 21,821 23,622
Inventory......................................... -- -- 5,003
Deferred revenue.................................. -- (64,949) (63,652)
--------- --------- ---------
Net cash provided by operating activities.............. 218,677 113,205 190,998
--------- --------- ---------
Cash provided by (used in) investing activities:
Proceeds from sale of property, plant and equipment.... 22,745 -- --
Purchase of property, plant and equipment.............. (64,285) (29,264) (53,538)
Increase in software development costs................. (163,439) (108,478) (121,922)
Increase in purchased software rights.................. (28,100) (39,619) (35,696)
--------- --------- ---------
Net cash used in investing activities.................. (233,079) (177,361) (211,156)
--------- --------- ---------
Cash provided by (used in) financing activities:
New borrowings......................................... 258,589 125,814 113,233
(Decrease) increase in loans from shareholder.......... (6,339) 71,500 (6,339)
Payments on notes payable.............................. (262,349) (140,013) (117,841)
--------- --------- ---------
Net cash provided by (used in) financing activities.... (10,099) 57,301 (10,947)
--------- --------- ---------
Net decrease in cash..................................... (24,501) (6,855) (31,105)
Cash, beginning.......................................... 32,758 8,257 32,758
--------- --------- ---------
Cash, ending............................................. $ 8,257 $ 1,402 $ 1,653
========= ========= =========
</TABLE>

See accompanying notes to financial statements.

F-48
<PAGE> 91

MILLARD-WAYNE, INC.

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

The Company develops, sells, installs and services computer software for
the medical industry. The Company also sells computer hardware and supplies.
Costs of sales are included in other costs and expenses.

REVENUE RECOGNITION

Revenue from sales of hardware and software is recognized when products are
delivered. Revenue from maintenance and support service contracts is recognized
ratably over the contract period. Revenue from other services is recorded when
the service is performed.

PROPERTY AND EQUIPMENT

Property and equipment are stated at costs. Depreciation is computed over
the estimated useful life of the assets using straight-line methods. Gains and
losses arising from disposal of property and equipment are included in income.

SOFTWARE DEVELOPMENT COSTS

Development and production costs of computer software to be sold, leased or
otherwise marketed, are capitalized and amortized on a straight-line basis over
a period of four years. Purchased software rights are amortized on a
straight-line basis over the life of the right (fifteen years). During the nine
months ended September 30, 1996 and the year ended December 31, 1995,
respectively, the Company capitalized $109,000 and $163,000 of such costs.
Amortization of capitalized software during these periods was $91,990 and
$172,026, respectively.

INCOME TAXES

USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CONCENTRATION OF CREDIT RISK

F-49
<PAGE> 92

MILLARD-WAYNE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments include accounts receivable, accounts
payable, accrued liabilities and long-term debt. Such instruments are reported
at values which the Company believes are not materially different from their
fair values.

NEW ACCOUNTING PRONOUNCEMENTS

INTERIM FINANCIAL STATEMENTS

In the opinion of management, the accompanying (unaudited) interim
financial statements contain all adjustments (consisting of normal recurring
accruals) necessary to present fairly the Company's results of operations and
cash flows for the nine months ended September 30, 1995. The results of
operations and cash flows for the nine months ended September 30, 1995 are not
necessarily indicative of the results to be expected for the full year.

2. INCOME TAXES

Deferred income taxes relate to temporary differences between financial and
income tax reporting and relate primarily to the Company reporting on a cash
basis for income tax purposes. General business tax credits are accounted for as
a reduction of income tax expense in the year in which they are utilized.

The components of income tax expense (benefit) are as follows:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
<S> <C> <C>
Current
Federal.................................................... $ -- $ --
State...................................................... -- --
--------- ---------
Total current...................................... -- --
--------- ---------
Deferred
Federal.................................................... (16,000) (4,423)
State...................................................... (4,000) (1,105)
--------- ---------
Total deferred..................................... (20,000) (5,528)
--------- ---------
$ (20,000) $ (5,528)
========= =========
</TABLE>

F-50
<PAGE> 93

MILLARD-WAYNE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Deferred income tax liabilities and assets are comprised of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
<S> <C> <C>
Deferred income tax liability
Book over tax basis in capitalized software................ $ 60,000 $ 77,000
========= =========
Deferred income tax assets
Net operating loss......................................... 15,000 --
Book over tax basis in receivables, net of deferred
revenues, payables and accrued expenses................. $ 117,000 $129,000
--------- ---------
$ 132,000 $129,000
========= =========
</TABLE>

Income taxes differed from amounts computed by applying the U.S. Federal
income tax statutory rate to pretax income as a result of the following:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER YEAR ENDED
30, DECEMBER 31,
1996 1995
------------ -------------
<S> <C> <C>
Expected tax expense (benefit)............................. $(16,359) $ 10,005
Increase (decrease) in income taxes resulting from:
State income taxes....................................... (2,887) 1,765
Effect of graduated rates................................ 9,142 (11,119)
Other, net............................................... (9,896) (6,179)
-------- --------
Net income taxes (benefit)................................. $(20,000) $ (5,528)
======== ========
</TABLE>

3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
SEPTEMBER
30, DECEMBER 31,
1996 1995
------------ -------------
<S> <C> <C>
Furniture and equipment.................................... $560,486 $ 531,222
Transportation equipment................................... 40,587 40,587
-------- --------
601,073 571,809
Less accumulated depreciation.............................. 473,722 439,437
-------- --------
$127,351 $ 132,372
======== ========
</TABLE>

4. NOTES PAYABLE

Notes payable consist of a $76,000 outstanding balance on a credit line of
$100,000, plus various installment notes. The credit line matures May 1997,
bears interest at prime plus 2.00% and is secured by

F-51
<PAGE> 94

MILLARD-WAYNE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

certain property and equipment and guarantee of the Company's stockholder.
Interest on the installment notes is at normal market rates for these types of
obligations.

Principal maturities on the note obligations are as follows:

<TABLE>
<CAPTION>
YEAR AMOUNT
------ --------
<S> <C>
1997...................................................................... $135,440
1998...................................................................... 10,881
1999...................................................................... 6,634
--------
$152,955
========
</TABLE>

5. LEASES

The Company is obligated under terms of operating leases for its office
facilities and certain equipment.

Future minimum payments under these operating leases, which expire in 1997,
totalled $121,000 at September 30, 1996.

Rental expense was approximately $99,000 and $131,000 for the nine months
ended September 30, 1996 and the year ended December 31, 1995, respectively.

6. EMPLOYEE BENEFIT PLAN

The Company maintains a 401(k) plan for its eligible employees. In addition
to the amount deferred by each employee, the company matches 25% of employee
contributions, up to a maximum amount of 4% of salary on a pay period by pay
period basis. Expense related to this plan was $6,881 and $4,631 for the nine
months ended September 30, 1996 and the year ended December 31, 1995,
respectively.

7. SUBSEQUENT EVENT

The Company has entered into negotiations with American Medcare Corporation
("AMC"), whereby AMC would acquire all of the common stock of the Company in
exchange for an estimated $1,175,000 cash and approximately 783,000 shares of
common stock of AMC. The sale is expected to occur in the first quarter of 1997.

F-52
<PAGE> 95

REPORT OF INDEPENDENT CERTIFIED INDEPENDENT PUBLIC ACCOUNTANTS

The Management of
Health Care Division (a division of Info Systems of North Carolina, Inc.)
Charlotte, North Carolina

We have audited the accompanying balance sheets of Health Care Division (a
division of Info Systems of North Carolina, Inc.) as of June 30, 1996 and 1995,
and the related statements of operations and cash flows for the years then
ended. 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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, the financial statements referred to above present fairly,
in all material respects, the financial position of Health Care Division (a
division of Info Systems of North Carolina, Inc.) as of June 30, 1996 and 1995,
and the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

BDO SEIDMAN, LLP

Atlanta, Georgia
November 8, 1996

F-53
<PAGE> 96

HEALTH CARE DIVISION
(A DIVISION OF INFO SYSTEMS OF NORTH CAROLINA, INC.)

BALANCE SHEETS

<TABLE>
<CAPTION>
JUNE 30,
----------------------- SEPTEMBER 30,
1995 1996 1996
---------- ---------- -------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS:
Current assets:
Accounts receivable, less reserves for uncollectible
accounts of $25,000, $20,000 and $19,000,
respectively......................................... $1,348,602 $ 325,121 $ 529,470
Work-in-progress........................................ 68,545 18,914 35,197
Prepaid expenses........................................ 40,745 27,438 27,779
Deferred income tax assets.............................. 50,000 24,000 48,000
---------- ---------- ----------
Total current assets............................ 1,507,892 395,473 640,446
---------- ---------- ----------
Property and equipment:
Property and equipment, at cost......................... 197,277 183,675 193,967
Accumulated depreciation and amortization............... (153,394) (127,689) (127,227)
---------- ---------- ----------
Total property and equipment.................... 43,883 55,986 66,740
---------- ---------- ----------
Capitalized software development costs, net of accumulated
amortization of $161,823, $302,572 and $323,445,
respectively............................................ 269,929 148,679 127,806
---------- ---------- ----------
Total assets.................................... $1,821,704 $ 600,138 $ 834,992
========== ========== ==========
LIABILITIES AND DIVISIONAL EQUITY (DEFICIT):
Current liabilities:
Lines-of-credit......................................... $ 405,808 $ 491,380 $ --
Current portion of long-term debt....................... 152,295 171,518 147,356
Accounts payable and accrued expenses................... 1,051,580 71,927 551,399
Deferred maintenance and service fees................... 443,190 535,641 340,294
Income taxes payable.................................... 15,000 14,000 10,000
Customer deposits....................................... 70,361 4,335 195,828
---------- ---------- ----------
Total current liabilities....................... 2,138,234 1,288,801 1,244,877
Long-term debt, less current portion...................... 270,746 227,362 195,333
Deferred income tax liabilities........................... 92,000 52,000 44,000
---------- ---------- ----------
Total liabilities............................... 2,500,980 1,568,163 1,484,210
---------- ---------- ----------
Commitments and contingencies
Divisional equity (deficit)............................... (679,276) (968,025) (649,218)
---------- ---------- ----------
Total liabilities and divisional equity
(deficit)..................................... $1,821,704 $ 600,138 $ 834,992
========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-54
<PAGE> 97

HEALTH CARE DIVISION
(A DIVISION OF INFO SYSTEMS OF NORTH CAROLINA, INC.)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED JUNE 30, SEPTEMBER 30,
----------------------- -----------------------
1995 1996 1995 1996
---------- ---------- ---------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
Systems and software sales................... $4,675,581 $1,833,211 $ 407,572 $751,792
Maintenance and support...................... 2,106,571 2,099,720 498,029 439,242
Other........................................ 96,691 104,146 40,596 13,914
---------- ---------- ---------- --------
Total revenues....................... 6,878,843 4,037,077 946,197 1,204,948
---------- ---------- ---------- --------
Operating costs and expenses:
Cost of hardware and certain software
sales..................................... 3,345,509 750,242 203,187 593,862
Personnel costs.............................. 2,107,663 2,167,934 501,056 354,568
Other selling, general and administrative
expenses.................................. 534,846 452,984 109,014 80,934
Allocated corporate selling, general and
administrative............................ 595,089 405,455 78,700 72,456
Employee benefit contribution expense........ 170,860 80,044 29,280 25,484
Depreciation and amortization................ 142,495 147,448 57,000 45,839
---------- ---------- ---------- --------
Total operating costs and expenses... 6,896,462 4,004,107 978,237 1,173,143
---------- ---------- ---------- --------
Operating income (loss)........................ (17,619) 32,970 (32,040) 31,805
Other expenses:
Interest expense, net........................ 35,437 29,887 226 5,773
---------- ---------- ---------- --------
Income (loss) before taxes..................... (53,056) 3,083 (32,266) 26,032
Income tax expense (benefit)................... (17,000) -- (12,000) 10,000
---------- ---------- ---------- --------
Net income (loss).............................. $ (36,056) $ 3,083 $ (20,266) $ 16,032
========== ========== ========== ========
</TABLE>

See accompanying notes to financial statements.

F-55
<PAGE> 98

HEALTH CARE DIVISION
(A DIVISION OF INFO SYSTEMS OF NORTH CAROLINA, INC.)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED JUNE 30, SEPTEMBER 30,
---------------------- ---------------------
1995 1996 1995 1996
--------- ---------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash provided by (used in) operating activities:
Net income (loss).............................. $ (36,056) $ 3,083 $ (20,266) $ 16,032
Adjustments to reconcile net income (loss) to
net cash (used in) provided by operating
activities:
Depreciation and amortization............... 142,495 147,448 48,090 43,902
Deferred taxes.............................. (32,000) (14,000) (8,500) (32,000)
Decrease (increase) in:
Accounts receivable....................... (535,411) 1,023,481 263,879 (204,349)
Work in progress.......................... (35,254) 49,631 17,164 (16,283)
Prepaid expenses.......................... (27,060) 13,307 5,616 1,659
Increase (decrease) in:
Accounts payable and accrued expenses..... (6,630) (979,653) (401,902) 600,512
Deferred maintenance and service fees and
customer deposits...................... 74,249 26,425 70,015 (97,894)
Income taxes payable...................... 15,000 (1,000) -- --
---------- --------- --------- ---------
Net cash provided by (used in) operating
activities.................................. (440,667) 268,722 (25,904) 311,579
---------- --------- --------- ---------
Cash provided by (used in) investing activities:
Purchase of property and equipment, net........ (35,144) (18,803) (17,220) (31,338)
Capitalized software development costs......... (57,552) (19,498) -- (4,875)
---------- --------- --------- ---------
Net cash used in investing activities.......... (92,696) (38,301) (17,220) (36,213)
---------- --------- --------- ---------
Cash provided by (used in) financing activities:
Proceeds from lines (reduction of) of credit,
net......................................... 405,808 85,572 (233,826) (387,389)
Proceeds from long-term debt................... 42,172 118,158 124,325 93,925
Repayment of long-term debt.................... (304,399) (142,319) (76,100) (35,580)
---------- --------- --------- ---------
Net cash provided by (used in) financing
activities.................................. 143,581 61,411 (185,601) (329,044)
---------- --------- --------- ---------
Net cash retained (disbursed) by Company......... $(389,782) $ 291,832 $(228,725) $ (53,678)
========== ========= ========= =========
</TABLE>

See accompanying notes to financial statements.

F-56
<PAGE> 99

HEALTH CARE DIVISION
(A DIVISION OF INFO SYSTEMS OF NORTH CAROLINA, INC.)

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BUSINESS

Health Care Division ("HCD"), a division of Info Systems of North Carolina,
Inc., (the "Company") is engaged in designing, programming, licensing,
installing, and supporting hardware and software systems to the medical industry
throughout the United States. HCD has long-term marketing rights to and
ownership of licensed software in various industry segments.

BASIS OF PRESENTATION

The accompanying financial statements present the financial position,
results of operations and cash flows of HCD. The balance sheets present the
assets and liabilities which are specifically identifiable to HCD and a pro rata
allocation of the Company's long-term debt. The statements of operations include
an allocation of Company general and administrative expenses incurred on behalf
of HCD. Expenses allocated to HCD are allocated based on factors such as ratios
of sales or manpower in HCD to total sales or manpower in consolidated entities.
Company management believes the allocations are reasonable, however, these
allocated expenses are not necessarily indicative of expenses that would have
been incurred by HCD on a stand-alone basis.

REVENUE RECOGNITION

Professional services revenue represents fees for designing, programming,
consulting and other installation services and is recognized as revenue as the
related services are performed, or under the percentage of completion method for
fixed price contracts. Maintenance fees are recognized ratably over the term of
the related contract. Deferred revenues include the unearned portion of all
maintenance and service agreements.

Software licensing fees represent revenues under licensing agreements that
provide customers with the right to use HCD's software products. Certain
agreements also provide for professional services such as installation of the
software and customer training. Software licensing fees are recognized as
revenue when the related software is delivered.

COSTS OF HARDWARE AND CERTAIN SOFTWARE SALES

Costs of hardware and certain software sales include those costs incurred
related to software licensing fees (primarily royalty and referral expenses) and
amounts paid for the purchase of hardware from IBM and other vendors under HCD's
remarketing arrangements.

CAPITALIZED SOFTWARE DEVELOPMENT COSTS

Certain costs incurred in the internal development of computer software and
costs of purchased computer software acquired directly and through business
acquisitions, which is to be licensed, are capitalized and are amortized on a
straight-line basis over the expected useful life of the individual software
products (generally four years). All other internal software research and
development costs are expensed in the period in which they are incurred.

Amortization of capitalized software costs for the years ended June 30,
1995 and 1996, was $131,383 and $142,548, respectively.

F-57
<PAGE> 100

HEALTH CARE DIVISION
(A DIVISION OF INFO SYSTEMS OF NORTH CAROLINA, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

accelerated. The Company will recognize an impairment if undiscounted estimated
future cash flows of the capitalized software is determined to be less than the
carrying amount of capitalized software.

CUSTOMER DEPOSITS

Customer deposits represent deposits received on licensing agreements and
hardware sales agreements (prior to delivery of the software and hardware) and
the portion of licensing fee revenue relating to installations and customer
training that have not been completed as of year-end.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and depreciated over their
estimated useful lives using the straight-line method for financial reporting
purposes and accelerated methods for tax reporting purposes.

INCOME TAXES

The Company uses the asset and liability approach where deferred income
taxes are provided for temporary differences between the book and tax bases of
assets and liabilities using the tax rates, under existing legislation, expected
to be in effect at the date temporary differences are expected to reverse. The
effects of changes in tax laws or rates are recognized in deferred tax balances
when enacted.

USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CONCENTRATION OF CREDIT RISK

HCD sells its systems and services to a wide variety of customers in
several geographic areas. This diversity limits the concentration of credit risk
which may arise from the resultant accounts receivable. The Division had two
customers in 1996 which accounted for approximately $478,000 and $464,000,
respectively, of its revenue and three customers in 1995 which accounted for
approximately $1,915,000, $1,071,000, and $711,000, respectively, of total
revenue.

FAIR VALUE OF FINANCIAL INSTRUMENTS

HCD's financial instruments include accounts receivables, accounts payable,
accrued liabilities and long-term debt. Such instruments are reported at values
which HCD believes are not materially different from their fair values.

NEW ACCOUNTING PRONOUNCEMENTS

Statements of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of" is effective for years beginning after December 15, 1995.

This statement required that long-lived assets, including certain
intangibles, held and used by HCD be reviewed for potential impairment. This new
pronouncement did not have a material effect on HCD's financial statements when
adopted.

F-58
<PAGE> 101

HEALTH CARE DIVISION
(A DIVISION OF INFO SYSTEMS OF NORTH CAROLINA, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

INTERIM FINANCIAL STATEMENTS

In the opinion of management, the accompanying (unaudited) interim
financial statements contain all adjustments (consisting of normal recurring
accruals) necessary to present fairly HCD's financial position at September 30,
1996 and its results of operations and its cash flows for the three months ended
September 30, 1996 and 1995. The results of operations and its cash flows for
the three months ended September 30, 1996 and 1995 are not necessarily
indicative of the results to be expected for the full year.

2. PROPERTY AND EQUIPMENT

Property and equipment consists entirely of computer equipment. The Company
does not identify other property and equipment by division and no allocation of
these assets are made for disclosure purposes. Depreciation of non-allocated
assets is included as part of the allocation of corporate expenses.

3. LINES-OF-CREDIT

The Company has a $1,500,000 line-of-credit with a bank that is
collateralized by equipment and various assets and is intended to be used for
general working capital purposes. Interest is payable monthly at either the
bank's prime rate or LIBOR plus 2.25 percent, at the Company's option. The
line-of-credit expires November 30, 1996. The outstanding balance at June 30,
1996, was $1,541,462. There was no outstanding balance at June 30, 1995.

The Company has a $600,000 line-of-credit with IBM for equipment financing
under its remarketing agreement that is due on demand and secured by certain
accounts receivable. IBM may approve borrowings above the $600,000 limit.
Interest is not accrued for the first 30 days; the rate varies from 1.75 percent
to 3.25 percent thereafter. The outstanding balances at June 30, 1996 and 1995,
were $641,730 and $1,664,834, respectively.

The Company's line-of-credit has been allocated to HCD based upon HCD's pro
rata share of total Company revenues.

4. LONG-TERM DEBT

Long-term debt consists of five notes payable to banks and one note payable
to stockholders due in various monthly installments ranging from $1,143 to
$35,000. These notes bear interest at various rates ranging from 7.45% to 9%,
including certain notes which bear interest at variable rates based on the prime
rate or LIBOR. The bank notes are secured by receivables, equipment and vehicles
and mature at various dates through June 1999. One of the bank notes payable and
the note payable to shareholders relate to the Company's ESOP plan (Note 6). The
long-term debt allocation to HCD is based on its pro rata share of the total
revenues and consists of:

<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
1995 1996
--------- ---------
<S> <C> <C>
Notes payable to banks and shareholders........................ $ 423,041 $ 398,880
Less current portion........................................... (152,295) (171,518)
--------- ---------
$ 270,746 $ 227,362
========= =========
</TABLE>

F-59
<PAGE> 102

HEALTH CARE DIVISION
(A DIVISION OF INFO SYSTEMS OF NORTH CAROLINA, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Scheduled principal repayments on long-term debt at June 30, 1996, are as
follows:

<TABLE>
<CAPTION>
JUNE 30,
--------------------------------------------------------------------------
<S> <C>
1997...................................................................... $171,518
1998...................................................................... 178,616
1999...................................................................... 41,362
2000...................................................................... 7,384
--------
Total........................................................... $398,880
========
</TABLE>

Under the terms of certain of the notes payable, and the line-of-credit the
Company is required to comply with certain covenants, the most restrictive of
which require maintenance of certain financial and operating ratios and a
minimum level of tangible net worth; limit capital expenditures and prohibit the
Company from incurring additional indebtedness. The Company is either in
compliance with all covenants at June 30, 1996, or has obtained appropriate
waivers from the bank.

5. INCOME TAXES

Components of income tax expense (benefit) are as follows:

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-------------------
1995 1996
-------- --------
<S> <C> <C>
Current:
Federal..................................................... $ 10,000 $ 9,000
State....................................................... 5,000 5,000
-------- --------
15,000 14,000
-------- --------
Deferred:
Federal..................................................... (25,000) (11,000)
State....................................................... (7,000) (3,000)
-------- --------
(32,000) (14,000)
-------- --------
Total................................................ $(17,000) $ --
======== ========
</TABLE>

Income taxes differed from amounts computed by applying the U.S. Federal
income tax statutory rate to pre-tax income as a result of the following:

<TABLE>
<CAPTION>
YEAR ENDED JUNE
30,
------------------
1995 1996
-------- -------
<S> <C> <C>
Expected tax expense (benefit).................................. $(18,039) $ 1,048
Increase (decrease) in income taxes resulting from:
State income taxes........................................... (4,112) 1,124
Nondeductible expenses....................................... 2,886 3,909
Effect of graduated rates.................................... 2,265 (2,754)
Other........................................................ -- (3,327)
------- -------
$(17,000) $ --
======= =======
</TABLE>

F-60
<PAGE> 103

HEALTH CARE DIVISION
(A DIVISION OF INFO SYSTEMS OF NORTH CAROLINA, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Deferred income tax assets and liabilities are comprised of the following:

<TABLE>
<CAPTION>
JUNE 30,
-----------------
1995 1996
------- -------
<S> <C> <C>
Deferred income tax liability
Book over tax basis in capitalized software...................... $92,000 $52,000
======== ========
Deferred income tax assets
Accounts receivable.............................................. $ 9,000 $ 7,000
Accrued vacation................................................. 17,000 16,000
Customer deposits................................................ 24,000 1,000
-------- --------
$50,000 $24,000
======== ========
</TABLE>

6. EMPLOYEE BENEFIT PLANS

HCD's employees are covered under benefit plans established by the Company,
including a 401(k) profit sharing plan and an Employee Stock Ownership Plan
(ESOP). Eligibility for participation is based on age and length of service.

In connection with the ESOP's purchase of the Company's common stock, the
Company entered into certain notes payable, made a cash contribution to the ESOP
and obligated itself to make contributions to the ESOP sufficient to enable the
ESOP to service its debt. HCD's allocation of long-term debt includes an
allocation of ESOP debt.

Costs incurred by the Company under these benefit plans have been allocated
to HCD pro rata based on the number of employees.

7. COMMITMENTS AND CONTINGENCIES

HCD markets, licenses, and supports software packages under license and
distributorship agreements. These agreements require HCD to pay agreed-upon
royalties on each sale of a software package as well as certain minimum
royalties over various terms of the agreements. Royalty expense amounted to
approximately $21,000 and $55,000 in fiscal 1996 and 1995, respectively.

The Company has several operating leases for office space and equipment,
including that used by HCD, under one to seven year leases that are accounted
for as operating leases. In conjunction with the acquisition of HCD (Note 8),
operations of HCD will be moved to another location. HCD will not be responsible
for obligations under the existing leases after the relocation. Rent expense
allocated to HCD totalled $133,334 and $117,446 in fiscal 1996 and 1995,
respectively.

HCD is involved in various lawsuits arising in the normal course of
business. Management believes that such matters will not have a material effect
on the financial condition of HCD.

F-61
<PAGE> 104

HEALTH CARE DIVISION
(A DIVISION OF INFO SYSTEMS OF NORTH CAROLINA, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

8. DIVISIONAL EQUITY (DEFICIT)

Divisional equity (deficit) reflects the historical activity between HCD
and the Company, including the effect of allocations of the Company's lines of
credit and long-term debt. An analysis of the change in divisional equity
(deficit) follows:

<TABLE>
<CAPTION>
1995 1996
----------- ---------
<S> <C> <C>
Balance, July 1.............................................. $(1,033,002) $(679,276)
Net income (loss).......................................... (36,056) 3,083
Net cash (to) from Company................................. (389,782) (291,832)
----------- ---------
Balance, June 30............................................. $ (679,276) $(968,025)
=========== =========
</TABLE>

9. SUBSEQUENT EVENT

The Company has entered into negotiations with American Medcare Corporation
("AMC"), whereby AMC would acquire certain assets and liabilities of HCD in
exchange for an estimated $1,600,000 cash. The sale is anticipated to occur in
the first quarter of 1997.

F-62
<PAGE> 105

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Rovak, Inc.
Minneapolis, Minnesota

We have audited the accompanying balance sheets of Rovak, Inc., as of
September 30, 1996 and December 31, 1995, and the related statements of
operations and accumulated deficit and cash flows for the nine months ended
September 30, 1996 and year ended December 31, 1995. 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 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, the financial statements referred to above present fairly,
in all material respects, the financial position of Rovak, Inc. as of September
30, 1996 and December 31, 1995, and the results of its operations and its cash
flows for the nine months ended September 30, 1996 and year ended December 31,
1995 in conformity with generally accepted accounting principles.

BDO SEIDMAN, LLP

Atlanta, Georgia
November 16, 1996

F-63
<PAGE> 106

ROVAK, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1995 1996
------------ -------------
<S> <C> <C>
ASSETS:
Current assets:
Accounts receivable, net of allowance for doubtful accounts of
$10,000......................................................... $ 207,196 $ 351,688
Inventory.......................................................... 428,990 285,842
Notes receivable -- stockholders................................... 105,862 219,462
Other current assets............................................... 33,794 51,547
---------- ----------
Total current assets....................................... 775,842 908,539
Deferred income taxes................................................ 235,000 189,000
Property and equipment, net.......................................... 188,080 371,169
Prepaid royalties.................................................... 116,993 116,993
---------- ----------
Total assets............................................... $1,315,915 $ 1,585,701
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current liabilities:
Checks written in excess of available funds........................ $ 3,949 $ 58,331
Note payable -- bank............................................... 56,000 186,032
Accounts payable................................................... 239,179 338,493
Accrued compensation and payroll taxes............................. 82,735 68,482
Other accrued liabilities.......................................... 1,557 9,081
Customer deposits.................................................. 154,275 111,337
Deferred revenue................................................... -- 129,000
Long-term debt -- current portion.................................. 187,473 186,559
Obligations under capital leases -- current portion................ 25,926 39,454
---------- ----------
Total current liabilities.................................. 751,094 1,126,769
Notes payable -- stockholders........................................ 124,842 103,056
Long-term debt....................................................... 593,598 461,326
Obligations under capital leases..................................... 72,976 62,628
---------- ----------
Total liabilities.......................................... 1,542,510 1,753,779
---------- ----------
Commitments and contingencies
Stockholders' equity (deficit):
Common stock, no par value; 10,000 shares authorized; 8,217 shares
issued and outstanding.......................................... 157,919 157,919
Accumulated deficit................................................ (384,514) (325,997)
---------- ----------
Total stockholders' equity (deficit)....................... (226,595) (168,078)
---------- ----------
Total liabilities and stockholders' equity (deficit)....... $1,315,915 $ 1,585,701
========== ==========
</TABLE>

See accompanying notes to the financial statements.

F-64
<PAGE> 107

ROVAK, INC.

STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED SEPTEMBER 30,
DECEMBER 31, -----------------------------
1995 1996 1995
------------ ------------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Revenues:
Systems and software sales............................. $2,455,398 $ 2,091,719 $ 1,649,320
Maintenance and support services....................... 742,740 1,024,046 589,173
Other.................................................. 603,734 547,864 439,334
---------- ---------- ----------
Total revenues................................. 3,801,872 3,663,629 2,677,827
Cost of sales............................................ 1,811,047 1,725,422 1,243,628
---------- ---------- ----------
Gross margin............................................. 1,990,825 1,938,207 1,434,199
---------- ---------- ----------
Operating expenses:
Personnel costs........................................ 1,257,191 994,000 766,710
Other selling, general and administrative.............. 509,612 515,492 574,757
Research and development............................... 297,834 172,876 131,764
Depreciation........................................... 68,341 52,508 26,228
---------- ---------- ----------
Total operating expenses....................... 2,132,978 1,734,876 1,499,459
---------- ---------- ----------
Operating income (loss).................................. (142,153) 203,331 (65,260)
Interest expense, net.................................... 127,933 98,814 99,700
---------- ---------- ----------
Income (loss) before taxes............................... (270,086) 104,517 (164,960)
Income taxes (benefit)................................... (99,000) 46,000 (65,000)
---------- ---------- ----------
Net (loss) income........................................ (171,086) 58,517 (99,960)
Accumulated deficit, beginning........................... (213,428) (384,514) (213,428)
---------- ---------- ----------
Accumulated deficit, ending.............................. $ (384,514) $ (325,997) $ (313,388)
========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-65
<PAGE> 108

ROVAK, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED SEPTEMBER 30,
DECEMBER 31, -------------------------------
1995 1996 1995
------------ ------------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Cash provided by (used in) operating activities:
Net (loss) income.................................. $ (171,086) $ 58,517 $ (99,960)
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Depreciation.................................... 68,341 52,508 26,228
(Increase) decrease in assets:
Accounts receivable........................... 76,130 (144,492) (39,245)
Inventory..................................... (65,255) 9,176 (22,948)
Prepaid royalties............................. -- -- (140,960)
Other current assets.......................... (2,705) (17,753) --
Deferred income taxes......................... (99,000) 46,000 --
Increase (decrease) in liabilities:
Accounts payable.............................. 11,746 99,314 37,245
Accrued expenses.............................. 53,786 (6,729) 17,938
Customer deposits............................. 60,394 (42,938) 100,750
Deferred revenue.............................. -- 129,000 55,999
Net (increase) decrease in notes receivable --
stockholders............................... (27,791) (113,600) 78,071
---------- ---------- ----------
Net cash provided by (used in) operating
activities...................................... (95,440) 69,003 13,118
---------- ---------- ----------
Cash provided by (used in) investing activity:
Purchase of property and equipment................. (25,482) (78,155) (7,867)
---------- ---------- ----------
Cash provided by (used in) financing activities:
Checks written in excess of available funds........ 3,949 54,382 --
Increase in credit line............................ 594,038 779,359 1,044,341
Decreases in credit line........................... (638,038) (649,327) (870,341)
Repayment of note payable -- stockholders.......... (31,529) (21,786) (76,038)
Issuance of long-term debt......................... 330,350 -- --
Repayment of long-term debt........................ (117,883) (133,186) (77,924)
Repayment of capital lease obligations............. (24,240) (20,290) (18,261)
---------- ---------- ----------
Net cash provided by financing activities.......... 116,647 9,152 1,777
---------- ---------- ----------
Net (decrease) increase in cash...................... (4,275) -- 7,028
Cash, beginning...................................... 4,275 -- 4,275
---------- ---------- ----------
Cash ending.......................................... $ -- $ -- $ 11,303
========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-66
<PAGE> 109

ROVAK, INC.

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF ORGANIZATION

Rovak, Inc., (the "Company") is a Minnesota corporation engaged in the
design, development, marketing, installation and servicing of its proprietary
healthcare practice management software systems and related computer equipment
to clinics located throughout the United States.

REVENUE RECOGNITION

Revenue on computer system sales and software license fees is recognized
when the system is shipped. Revenue for maintenance and support is deferred and
recognized ratably over the period to which it relates.

INVENTORIES

Inventories are stated at cost and represent computer systems and
replacement parts.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. Depreciation is computed using
the straight-line method and is charged to expense based on the estimated useful
lives of the assets.

Expenditures for additions and improvements are capitalized, while repairs
and maintenance are expensed as incurred.

CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration
of credit risk consist principally of accounts receivable. Accounts receivable
arise from sale of practice management systems to the Company's customer base
located throughout the United States. The Company performs ongoing credit
evaluations of its customers' financial condition, and generally requires no
collateral from its customers. The Company's credit losses are subject to
general economic conditions of the health care industry.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumption about the future outcome of current transactions which may affect the
reporting and disclosure of these transactions. Accordingly, actual results
could differ from those estimates used in the preparation of these financial
statements.

INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due plus deferred taxes,
if any. Deferred taxes represent the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist principally of accounts
receivable, accounts payable, notes payable, and long term debt. Accounts
receivable and accounts payable are short term in nature, accordingly, carrying
value is deemed to approximate fair value. The notes payable to bank, including
both the short-term line of credit and the long-term loan, bear interest at
rates which vary with current market conditions,

F-67
<PAGE> 110

ROVAK, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

accordingly, carrying values are deemed to approximate fair value. Notes
receivable and payable with stockholders bear interest at fixed rates ranging
between 8% and 10% which, based on their terms and their current interest rates
in the market, are deemed to approximate fair value.

NEW ACCOUNTING PRONOUNCEMENTS

INTERIM FINANCIAL STATEMENTS

In the opinion of management, the accompanying (unaudited) interim
financial statements contain all adjustments (consisting of normal recurring
accruals) necessary to present fairly the Company's results of operations and
cash flows for the nine months ended September 30, 1995. The results of
operations and cash flows for the nine months ended September 30, 1995 are not
necessarily indicative of the results to be expected for the full year.

2. NOTES RECEIVABLE -- STOCKHOLDERS

Notes receivable -- stockholders aggregated $219,462 and $105,862 at
September 30, 1996 and December 31, 1995, respectively. The notes bear interest
at 8%, are due upon demand and are unsecured.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIFE DECEMBER 31, SEPTEMBER 30,
IN YEARS 1995 1996
----------- ------------ -------------
<S> <C> <C> <C>
Furniture and fixtures............................. 5 $ 35,490 $ 45,415
Computer equipment................................. 5 151,162 325,833
Office equipment................................... 7 115,008 115,567
Equipment under capital lease...................... 5 135,456 158,926
Leasehold improvements............................. 5-7 32,272 59,244
-------- --------
469,388 704,985
Less accumulated depreciation...................... 281,308 333,816
-------- --------
Property and equipment, net........................ $188,080 $ 371,169
======== ========
</TABLE>

Depreciation expense, including that on equipment under capital lease, was
$52,508 and $68,341 in 1996 and 1995, respectively. Accumulated depreciation on
the equipment under capital leases was $61,044 and $38,379 at September 30, 1996
and December 31, 1995, respectively.

4. NOTE PAYABLE -- BANK

At September 30, 1996 and December 31, 1995, the Company had outstanding
short-term borrowings of $186,032 and $56,000, respectively, under a bank line
of credit totalling $500,000 and $200,000, respectively. The unused portion of
the line of credit was $313,968 at September 30, 1996 and was $144,000 at

F-68
<PAGE> 111

ROVAK, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

December 31, 1995. The line of credit accrues interest monthly at a variable
rate (8.75% at September 30, 1996) and is collateralized by a first security
interest of substantially all corporate assets.

5. NOTES PAYABLE -- STOCKHOLDERS

Notes payable -- stockholders aggregated $103,056 and $124,842 at September
30, 1996 and December 31, 1995, respectively. The notes bear interest at 10%,
are due in 1999 and are collateralized by substantially all assets subordinated
to the note payable -- bank and long-term debt.

6. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1995 1996
------------ -------------
<S> <C> <C>
Notes payable -- bank bearing interest at a variable rate
(10.25% at September 30, 1996) and due in monthly
installments at various dates through November 2000. The
notes are collateralized by a first security interest in
substantially all corporate assets......................... $ 781,071 $ 647,885
Less current portion....................................... (187,473) (186,559)
--------- ---------
Long-term debt............................................... $ 593,598 $ 461,326
========= =========
Future maturities are as follows:
Three months ending December 31, 1996...................... $ 54,287
YEAR ENDING DECEMBER 31:
1997....................................................... 186,559
1998....................................................... 201,346
1999....................................................... 132,424
2000....................................................... 73,269
---------
$ 647,885
=========
</TABLE>

7. OBLIGATIONS UNDER CAPITAL LEASES

The Company leases certain office equipment under capital leases expiring
at various dates through May 2001. Future minimum lease payments as of September
30, 1996 are as follows:

<TABLE>
<S> <C>
Three months ending December 31, 1996..................................... $ 9,444
YEAR ENDING DECEMBER 31:
1997.................................................................... 37,776
1998.................................................................... 37,776
1999.................................................................... 21,876
2000.................................................................... 5,976
Thereafter.............................................................. 2,490
Total minimum lease payments.................................... 115,338
Less amount representing interest......................................... (13,256)
--------
Present value of net minimum lease payments............................... 102,082
Less current portion...................................................... (39,454)
--------
Long-term portion......................................................... $ 62,628
========
</TABLE>

F-69
<PAGE> 112

ROVAK, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

8. COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The Company leases its corporate offices and operating facilities under an
operating lease with a corporation related through common control.

The aggregate future minimum lease payments as of September 30, 1996 are as
follows for:

<TABLE>
<S> <C>
Three months ending December 31, 1996..................................... $ 22,500
YEAR ENDING DECEMBER 31:
1997.................................................................... 90,000
1998.................................................................... 90,000
1999.................................................................... 90,000
2000.................................................................... 45,000
--------
$337,500
========
</TABLE>

Rent expense was $52,500 and $44,807 in 1996 and 1995, respectively.

401(K) PROFIT-SHARING PLAN

In 1996, the Company established a 401(k) plan available to all employees
meeting certain service requirements. Eligible employees may contribute up to
15% of their annual salary to the plan, subject to certain limitations. The
Company may make matching contributions and also may provide profit-sharing
contributions at the discretion of its board of directors. Employees become
fully vested in the Company contributions after seven years of service. In 1996,
the Company contribution was $12,718.

LICENSE AGREEMENTS

In February 1996, the Company entered into a license agreement with Centaur
Systems, Inc. ("CSI") whereby CSI granted Rovak the exclusive right to license
certain programs owned by CSI, in exchange for future royalty payments on
revenue received by the Company related to maintenance services provided to
CSI's customer base. The royalty is calculated on an annual declining scale
starting at 60% of related revenue for 1996 and ending at 20% of revenue for the
year 2000. During 1996, the Company paid $31,389 of royalties to CSI pursuant to
this agreement.

In September 1994, the Company entered a license agreement with PCM
Systems, Inc. ("PCM") whereby PCM granted Rovak the exclusive right to license
certain programs owned by PCM, in exchange for future royalty payments equal to
5% of revenue received by the Company related to PCM's line of business,
including any related maintenance fees earned. In addition, the agreement
required a royalty prepayment of $80,000 and minimum monthly royalties of
$3,333, with guaranteed minimum aggregate royalty payments of $280,000 through
August 31, 2001, after which royalties no longer accrue. As of September 30,
1996, $116,993 of royalties have been prepaid. In addition, the Company remitted
earned royalties to PCM aggregating $30,000 and $40,000 in 1996 and 1995,
respectively. Through September 30, 1996, the Company has paid an aggregate of
$186,993 to PCM including royalties earned and prepaid.

Also in connection with the PCM license agreement, the Company entered into
an employment agreement with an officer/shareholder of PCM, whereby that
individual became employed by Rovak in exchange for base compensation plus a 5%
commission on all revenue earned by Rovak related to PCM's line of business.
This agreement runs through 2001 and may be canceled by either party.

F-70
<PAGE> 113

ROVAK, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

9. RELATED PARTY TRANSACTIONS

During 1996 and 1995, the Company purchased computer forms and supplies
from a corporation owned by a family member of a Company stockholder aggregating
$257,863 and $214,886, respectively. These costs are included in cost of sales
in the Company's statement of operations. At September 30, 1996 and December 31,
1995, accounts payable to this related party totalled $26,764 and $30,020,
respectively.

Additionally, the Company leases its operating facility and offices from a
related party (Note 8).

10. INCOME TAXES

The components of income tax expense (benefit) are as follows:

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED
ENDED SEPTEMBER
DECEMBER 31, 30,
1995 1996
------------- ------------
<S> <C> <C>
Current
Federal.................................................... $ -- $ --
State...................................................... -- --
------- -------
Total current...................................... -- --
------- -------
Deferred
Federal.................................................... (77,000) 36,000
State...................................................... (22,000) 10,000
------- -------
Total deferred..................................... (99,000) 46,000
------- -------
$ (99,000) $ 46,000
======= =======
</TABLE>

Deferred tax assets at September 30, 1996 and December 31, 1995 of $189,000
and $235,000 relate principally to the anticipated benefit from the Company's
$343,000 net operating loss carryforward which expires in 2010. Other temporary
differences are immaterial.

Income taxes differed from amounts computed by applying the U.S. Federal
income tax statutory rate to pretax income as a result of the following:

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED
ENDED SEPTEMBER
DECEMBER 31, 30,
1995 1996
------------- ------------
<S> <C> <C>
Expected tax (benefit) expense............................... $ (91,830) $ 35,535
Increase (decrease) in income taxes resulting from:
State income taxes......................................... (16,494) 5,873
Other, net................................................... 9,324 4,592
------- --------
Net income tax (benefit) expense............................. $ (99,000) $ 46,000
======= ========
</TABLE>

11. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED SEPTEMBER
DECEMBER 31, 30,
1995 1996
----------------- ------------
<S> <C> <C>
Cash paid for interest during the periods............... $ 133,933 $108,814
======== ========
</TABLE>

During 1996, the Company incurred obligations under capital leases
totalling $23,470 in exchange for equipment. In addition, the Company
transferred $133,972 of inventory to equipment.

F-71
<PAGE> 114

ROVAK, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

12. SUBSEQUENT EVENT

The Company has entered into negotiations with American Medicare
Corporation ("AMC"), whereby AMC would acquire all of the common stock of the
Company in exchange for an estimated $3,400,000. Of the total consideration,
approximately $2,800,000 is payable in cash and the balance by issuance of
common stock. The sale is anticipated to occur in the first quarter of 1997.

F-72
<PAGE> 115

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
DR Software, Inc.
Atlanta, Georgia

We have audited the accompanying balance sheets of DR Software, Inc. as of
September 30, 1996 and December 31, 1995, and the related statements of
operations, stockholders' equity (deficit), and cash flows for the nine months
ended September 30, 1996 and the year ended December 31, 1995. 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 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, the financial statements referred to above present fairly,
in all material respects, the financial position of DR Software, Inc. at
September 30, 1996 and December 31, 1995, and the results of its operations and
its cash flows for the nine months ended September 30, 1996 and the year ended
December 31, 1995, in conformity with generally accepted accounting principles.

BDO SEIDMAN, LLP

Atlanta, Georgia
November 23, 1996

F-73
<PAGE> 116

DR SOFTWARE, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1995 1996
------------ -------------
<S> <C> <C>
ASSETS:
Current assets:
Cash............................................................. $ 169,834 $ 26,925
Accounts receivable, net of allowance of $8,100.................. 262,385 275,314
Inventory........................................................ 135,587 99,667
Other assets..................................................... 37,028 72,796
---------- ----------
Total current assets..................................... 604,834 474,702
---------- ----------
Property and equipment at cost
Office and computer equipment.................................... 340,561 392,725
Furniture and fixtures........................................... 32,771 58,052
---------- ----------
Total property and equipment at cost..................... 373,332 450,777
Less: accumulated depreciation........................... (243,165) (285,953)
---------- ----------
Net property and equipment............................... 130,167 164,824
---------- ----------
Capitalized software development costs, net of accumulated
amortization of $1,070,143 and $1,263,321........................ 514,414 592,523
---------- ----------
Total assets............................................. $1,249,415 $ 1,232,049
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current liabilities:
Note payable to bank............................................. $ -- $ 70,000
Accounts payable................................................. 187,377 154,742
Accrued expenses................................................. 138,050 137,469
Deferred revenue from software maintenance agreements............ 881,754 876,614
Current portion of capital lease obligation...................... 4,913 8,525
---------- ----------
Total current liabilities................................ 1,212,094 1,247,350
---------- ----------
Capital lease obligations, less current portion.................... 15,227 20,864
---------- ----------
Commitments and contingencies
Stockholders' equity (deficit):
Common stock, $1.00 par value; 100,000 shares authorized; 50,000
shares issued and outstanding................................. 50,000 50,000
Deficit.......................................................... (27,906) (86,165)
---------- ----------
Total stockholders' equity (deficit)..................... 22,094 (36,165)
---------- ----------
Total liabilities and stockholders' equity/(deficit)..... $1,249,415 $ 1,232,049
========== ==========
</TABLE>

See accompanying notes to financial statements.

F-74
<PAGE> 117

DR SOFTWARE, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED SEPTEMBER 30,
DECEMBER 31, ------------------------
1995 1996 1995
------------ ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Revenues:
System sales............................................ $2,192,378 $1,448,071 $ 1,633,672
Support and services.................................... 1,211,916 1,049,526 870,869
---------- ---------- ----------
Total revenues.................................. 3,404,294 2,497,597 2,504,541
---------- ---------- ----------
Operating expenses:
Salaries and wages...................................... 1,419,195 1,058,526 1,048,322
Hardware purchase for resale............................ 1,073,920 584,264 792,980
Depreciation and amortization........................... 292,641 235,968 218,917
Rent.................................................... 231,041 237,240 168,248
Travel and entertainment................................ 187,223 155,124 113,540
Telephone............................................... 120,290 97,693 91,496
Advertising............................................. 82,813 92,273 71,531
Other................................................... 10,056 91,169 6,238
---------- ---------- ----------
Total operating expenses........................ 3,417,179 2,552,257 2,511,272
---------- ---------- ----------
Loss from operations...................................... (12,885) (54,660) (6,731)
Other income (expense):
Interest expense........................................ (11,139) (9,144) (8,176)
Miscellaneous income.................................... 11,747 20,545 619
---------- ---------- ----------
Net loss.................................................. $ (12,277) $ (43,259) $ (14,288)
========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-75
<PAGE> 118

DR SOFTWARE, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
TOTAL
STOCKHOLDERS'
COMMON EQUITY
STOCK (DEFICIT) (DEFICIT)
------- --------- ------------
<S> <C> <C> <C>
Balance, at December 31, 1994.................................. $50,000 $ (10,629) $ 39,371
Net loss..................................................... -- (12,277) (12,277)
Distributions................................................ -- (5,000) (5,000)
------- -------- --------
Balance, at December 31, 1995.................................. 50,000 (27,906) 22,094
Net loss..................................................... -- (43,259) (43,259)
Distributions................................................ -- (15,000) (15,000)
------- -------- --------
Balance, at September 30, 1996................................. $50,000 $ (86,165) $(36,165)
======= ======== ========
</TABLE>

See accompanying notes to financial statements.

F-76
<PAGE> 119

DR SOFTWARE INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED SEPTEMBER 30,
DECEMBER 31, -----------------------------
1995 1996 1995
------------ ------------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Cash provided by (used) in operating activities:
Net loss............................................... $(12,277) $ (43,259) $ (14,288)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization....................... 292,641 235,968 218,917
Changes in:
Accounts receivable............................... (52,822) (12,929) (60,086)
Inventory......................................... (35,874) 35,920 (23,195)
Other assets...................................... (7,054) (35,768) (26,641)
Accounts payable and accrued expenses............. 89,370 (33,216) 40,884
Deferred revenue.................................. 132,692 (5,140) 117,605
-------- -------- --------
Net cash provided by operating activities.............. 406,676 141,576 253,196
-------- -------- --------
Cash provided by (used) in investing activities:
Purchase of property and equipment..................... (41,314) (63,047) (28,151)
Increase in capitalized software development costs..... (254,530) (271,289) (190,250)
-------- -------- --------
Net cash used in investing activities.................. (295,844) (334,336) (218,401)
-------- -------- --------
Cash provided by (used) in financing activities:
Net borrowings under line of credit.................... -- 70,000 --
Decrease in loans from stockholders.................... (10,000) -- (10,000)
Payments on capital lease obligations.................. (4,241) (5,149) (3,117)
Distributions paid..................................... (5,000) (15,000) --
-------- -------- --------
Net cash provided by (used in) financing activities.... (19,241) 49,851 (13,117)
-------- -------- --------
Net increase (decrease) in cash.......................... 91,591 (142,909) 21,678
Cash, beginning.......................................... 78,243 169,834 78,243
-------- -------- --------
Cash, ending............................................. $169,834 $ 26,925 $ 99,921
======== ======== ========
</TABLE>

See accompanying notes to financial statements.

F-77
<PAGE> 120

DR SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

DR Software, Inc. (the "Company"), a Georgia corporation, was incorporated
on February 24, 1983. The Company provides turnkey computer hardware and
software systems to physicians. The Company's offices are located in Marietta,
Georgia.

CASH AND CASH EQUIVALENTS

For purposes of cash flows, the Company considers all short-term debt
securities purchased with an initial maturity of three months or less to be cash
equivalents.

INVENTORIES

Inventories are valued at the lower of cost, which is determined using the
specific identification method, or market value.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Expenditures for renewals and
improvements that significantly add to productive capacity or extend the useful
life of an asset are capitalized. Expenditures for maintenance and repairs are
charged to expense accounts currently. When depreciable properties are retired
or otherwise disposed of, the cost and related accumulated depreciation are
eliminated from the accounts and the resultant gain or loss is reflected in the
Company's statement of income during the applicable period.

For financial statement purposes, depreciation of property and equipment is
computed using the straight-line method of depreciation over the estimated
useful lives of the assets, which range from 5-7 years.

SOFTWARE DEVELOPMENT COSTS

The Company capitalizes computer software costs incurred subsequent to
establishing technological feasibility of the product. The Company capitalizes
the labor costs and a pro rata share of general and administrative costs in
connection with these products. During the nine months ended September 30, 1996
and the year ended December 31, 1995, the Company capitalized $271,289 and
$254,530, respectively, of computer software costs.

Computer software is amortized on a straight-line basis over the four year
estimated useful life of the software. Amortization expense related to total
capitalized computer software costs amounted to $193,178 and $243,752 and for
the nine months ended September 30, 1996 and for the year ended December 31,
1995, respectively.

REVENUE RECOGNITION

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the

F-78
<PAGE> 121

DR SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

CONCENTRATION OF CREDIT RISK

FAIR VALUE OF FINANCIAL INSTRUMENTS

VALUE OF LONG-LIVED ASSETS

This statement required that long-lived assets, including certain
intangibles, held and used by the Division be reviewed for potential impairment.
This new pronouncement did not have a material effect on the Company's financial
statements.

INTERIM FINANCIAL STATEMENTS

In the opinion of management, the accompanying (unaudited) interim
financial statements contain all adjustments (consisting of normal recurring
accruals) necessary to present fairly the Company's results of operations and
cash flows for the nine months ended September 30, 1995. The results of
operations and cash flows for the nine months ended September 30, 1995 are not
necessarily indicative of the results to be expected for the full year.

2. NOTE PAYABLE

The Company has arranged for a line of credit with a bank in the maximum
amount of $100,000, with interest at the bank's prime rate plus 1.75%. The line
of credit is collateralized by accounts receivable, fixed assets, and a general
assignment of inventory behind IBM Credit Corporation. The line of credit must
remain clear for at least 30 consecutive days during the year, and is personally
guaranteed by certain of the Company's stockholders. The balance under this line
of credit at September 30, 1996 was $70,000.

F-79
<PAGE> 122

DR SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

3. CAPITAL LEASE OBLIGATION

The Company leases certain equipment under noncancelable lease agreements,
with monthly payments totalling $965 through July 2000. The following is a
schedule, by years, of the future required payments:

<TABLE>
<CAPTION>
YEAR AMOUNT
--------------------------------------------------------------------------- -------
<S> <C>
1997....................................................................... $11,578
1998....................................................................... 11,578
1999....................................................................... 9,824
2000....................................................................... 2,661
-------
Total future payments............................................ 35,641
Less amount representing interest.......................................... (6,252)
-------
Present value of minimum lease payments.................................... $29,389
=======
</TABLE>

4. COMMITMENTS

The Company leases its premises as well as certain office equipment and a
vehicle under noncancellable operating leases which expire at various dates
through 2001.

The remaining obligations under these leases at September 30, 1996 are as
follows:

<TABLE>
<CAPTION>
YEAR AMOUNT
-------------------------------------------------------------------------- --------
<S> <C>
1997...................................................................... $113,853
1998...................................................................... 120,366
1999...................................................................... 124,224
2000...................................................................... 132,042
2001...................................................................... 67,976
--------
$558,461
========
</TABLE>

Rent expense for the nine months ended September 30, 1996 and for the year ended
December 31, 1995, was $237,240 and $231,041, respectively

5. INCOME TAXES

The Company has elected to be taxed as an "S" Corporation under the
provisions of Subchapter S of the Internal Revenue Code. As such, the profits of
the Company are taxed on the individual income tax returns of the stockholders.
Accordingly, no provision for income taxes has been made in the accompanying
financial statements.

6. SUPPLEMENTAL CASH FLOW INFORMATION

Equipment acquired through capital leases totalled $14,400 and $0 in 1996
and 1995, respectively. Cash paid for interest during 1996 and 1995 was $9,144
and $11,139, respectively.

7. SUBSEQUENT EVENT

The Company has entered into negotiations with American Medcare Corporation
("AMC"), whereby AMC would acquire all of the common stock of the Company in
exchange for an estimated $2,700,000. Of the total consideration approximately
$1,875,000 is payable in cash and the balance by issuance of common stock. The
sale is anticipated to occur in the first quarter of 1997.

F-80
<PAGE> 123

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

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR SOLICITATION OF ANY OFFER TO BUY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER TO SELL OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. 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.

UNTIL , 1997 ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

---------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
The Company........................... 7
Risk Factors.......................... 10
Use of Proceeds....................... 15
Dividend Policy....................... 15
Capitalization........................ 16
Dilution.............................. 17
Selected Pro Forma Combined Financial
Data................................ 18
Management's Discussion and Analysis
of Pro Forma Combined Financial
Condition and Pro Forma Results of
Operations.......................... 20
Selected Financial Data of AMC........ 22
Management's Discussion and Analysis
of Financial Condition and Results
of Operations of AMC................ 23
Business.............................. 25
Management............................ 32
Principal Stockholders................ 36
Certain Transactions.................. 36
Description of Capital Stock.......... 37
Shares Eligible for Future Sale....... 39
Underwriting.......................... 40
Legal Matters......................... 41
Experts............................... 41
Available Information................. 41
Index to Financial Statements......... F-1
</TABLE>

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

[LOGO]
INFOCURE CORPORATION
2,000,000 SHARES
COMMON STOCK
--------------------
PROSPECTUS
--------------------
RODMAN & RENSHAW, INC.

CRUTTENDEN ROTH
INCORPORATED

, 1997

------------------------------------------------------
------------------------------------------------------
<PAGE> 124

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law empowers a corporation
to indemnify its directors and officers and to purchase insurance with respect
to liability arising out of the performance of their duties as directors and
officers provided that this provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
arising under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.

The Delaware General Corporation Law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's by-laws, any agreement, vote of Stockholders or otherwise. The
Company's By-laws provide that the Company will indemnify its directors,
executive officers, other officers, employees and agents to the fullest extent
permitted by Delaware law.

Article Eight of the Company's Certificate of Incorporation eliminates the
personal liability of directors to the fullest extent permitted by Section
102(b)(7) of the Delaware General Corporation Law.

The effect of the foregoing is to require the Company to the extent
permitted by law to indemnify the officers and directors of the Company for any
claim arising against such persons in their official capacities if such person
acted in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

The Company does not currently have any liability insurance coverage for
its officers and directors.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with the Offering are as follows:

<TABLE>
<S> <C>
SEC filing fee.......................................................... $ 8,467
Nasdaq National Market Listing Fees..................................... 33,343
NASD filing fee......................................................... 3,294
Accounting fees and expenses............................................ 275,000
Legal fees and expenses................................................. 200,000
Blue Sky fees and expenses.............................................. 25,000
Printing and engraving.................................................. 125,000
Transfer Agent's and Registrar's fees................................... 5,000
Miscellaneous expenses.................................................. 24,896
---------
Total......................................................... $ 700,000
=========
</TABLE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following information sets forth all securities of the Company sold by
it since inception, which securities were not registered under the Securities
Act of 1933, as amended (the "Securities Act"): On December 3, 1996, Frederick
L. Fine and James K. Price, President and Executive Vice President of the
Company respectively, each purchased five (5) shares of Common Stock at $10.00
per share. The sale was exempt from registration under Section 4(2) of the
Securities Act of 1933.

II-1
<PAGE> 125

ITEM 27. EXHIBITS.

<TABLE>
<S> <C> <C>
1.1 -- Form of Underwriting Agreement*
2.1 -- Plan and Agreement of Merger dated , 1997 between InfoCure Corporation
and American Medcare Corporation*
3.1 -- Certificate of Incorporation of Company
3.2 -- By-Laws of the Company
4.1 -- Specimen Certificate for shares of Common Stock*
5.1 -- Opinion of Glass, McCullough, Sherrill & Harrold, LLP, counsel to the Company*
10.1 -- InfoCure Corporation Stock Option Plan*
10.2 -- Form of Incentive Stock Option Agreement of Company*
10.3 -- Stock Purchase Agreement among Company and the shareholders of Rovak, Inc. dated
December , 1996*
10.4 -- Stock Purchase Agreement among the Company and the shareholders of Millard-Wayne,
Inc. dated December , 1996*
10.5 -- Stock Purchase Agreement among the Company and the shareholders of KCOMP Management
Systems, Inc. dated December , 1996*
10.6 -- Plan and Agreement of Merger among the Company, InfoCure Sub Corporation, Healthcare
Information Systems, Inc. and the shareholders of Healthcare Information Systems,
Inc. dated December , 1996*
10.7 -- Stock Purchase Agreement among the Company and the shareholders of DR Software dated
December , 1996*
10.8 -- Asset Purchase Agreement between AMC and Info Systems of North Carolina, Inc. ("Info
Systems"), dated December 3, 1996
10.9 -- Promissory Note of AMC dated December 3, 1996 payable to Info Systems
10.10 -- Management Agreement between HCD and Info Systems dated December 3, 1996
10.11 -- Pledge and Security Agreement dated January 4, 1996 by and between ICS and Envoy
Corporation*
10.12 -- Employment Agreement between the Company and Frederick L. Fine dated December 1,
1996*
10.13 -- Employment Agreement between the Company and James K. Price dated December 1, 1996*
10.14 -- Employment Agreement between the Company and R. Ernest Chastain dated December ,
1996*
10.15 -- Employment Agreement between the Company and Michael E. Warren dated September 23,
1994
10.16 -- Form of Employment Agreement to be entered into between the Company and Donald M.
Rogers upon the consummation of the Acquisitions*
10.17 -- Form of Employment Agreement to be entered into between the Company and M. Wayne
George upon the consummation of the Acquisitions*
10.18 -- Form of Employment Agreement to be entered into between the Company and Gregory F.
Vap upon the consummation of the Acquisitions*
10.19 -- AMC 1996 Stock Option Plan
10.20 -- Form of Incentive Stock Option Agreement of AMC
23.1 -- Consent of Glass, McCullough, Sherrill & Harrold, LLP (to be included in Exhibit
5.1)*
23.2 -- Consent of BDO Seidman, LLP
24.1 -- Powers of Attorney
27.1 -- Financial Data Schedule (for SEC use only)
</TABLE>

II-2
<PAGE> 126

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

* To be filed by amendment.

ITEM 28. UNDERTAKINGS.

(a) Rule 415 Offering. The undersigned Registrant will file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, an increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;

(iii) Include any additional or changed material information on the
plan of distribution.

For determining liability under the Securities Act, treat each such
post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering.

File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the Offering.

(b) Equity Offerings of Nonreporting Small Business Issuers. The
undersigned Registrant will provide to the underwriter at the closing specified
in the underwriting agreement certificates in such denominations and registered
in such names as required by the underwriter to permit prompt delivery to each
purchaser.

(c) Indemnification. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the provisions referred to in Item 24 of
this Registration Statement or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange 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.

II-3
<PAGE> 127

(d) Rule 430A. The undersigned Registrant will:

1. For determining any liability under the Act, treat the information
omitted from the form of prospectus filed as part of this Registration
Statement in reliance upon Rule 430A and contained in the form of a
prospectus filed by the Registrant under Rule 424(b)(1) or (4) or 497(h)
under the Securities Act as part of this Registration Statement as of the
time the Commission declared it effective;

2. For any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the Registration
Statement, and that the offering of the securities at that time as the
initial bona fide offering of those securities.

II-4
<PAGE> 128

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form SB-2 and authorized this Registration Statement
to be signed on its behalf by the undersigned, in the City of Atlanta, State of
Georgia, on the 26th day of December, 1996.

INFOCURE CORPORATION

By: /s/ FREDERICK L. FINE
------------------------------------
Frederick L. Fine,
Chairman of the Board of Directors,
President and Chief Executive
Officer
(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on December 26, 1996. Each person whose signature to
this Registration Statement appears below hereby constitutes and appoints
Frederick L. Fine and James K. Price, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his
behalf individually and in the capacity stated below and to perform any acts
necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in consideration with this Registration Statement
or any amendments, including any post-effective amendments, thereto, and each of
the undersigned does hereby ratify and confirm that said attorney-in-fact and
agent, or his substitute, or his substitute, shall do or cause to be done by
virtue hereof.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ---------------------------
<C> <S> <C>

/s/ FREDERICK L. FINE Chairman of the Board of
- --------------------------------------------- Directors, President and
Frederick L. Fine Chief Executive Officer

/s/ JAMES K. PRICE Director and Executive Vice
- --------------------------------------------- President
James K. Price

/s/ MICHAEL WARREN Director and Chief
- --------------------------------------------- Financial Officer
Michael Warren

JAMES D. ELLIOT* Director
- ---------------------------------------------
James D. Elliot

RICHARD E. PERLMAN* Director
- ---------------------------------------------
Richard E. Perlman

/s/ FREDERICK L. FINE
- ---------------------------------------------
Frederick L. Fine,
Attorney-in-Fact
</TABLE>

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

* By Power of Attorney

II-5
<PAGE> 129

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ------------------------------------------------------------------------ ------------
<S> <C> <C> <C>
1.1 -- Form of Underwriting Agreement*.........................................
2.1 -- Plan and Agreement of Merger dated , 1997 between InfoCure
Corporation and American Medcare Corporation*...........................
3.1 -- Certificate of Incorporation of Company.................................
3.2 -- By-Laws of the Company..................................................
4.1 -- Specimen Certificate for shares of Common Stock*........................
5.1 -- Opinion of Glass, McCullough, Sherrill & Harrold, LLP, counsel to the
Company*................................................................
10.1 -- InfoCure Corporation Stock Option Plan*.................................
10.2 -- Form of Incentive Stock Option Agreement of Company*....................
10.3 -- Stock Purchase Agreement among Company and the shareholders of Rovak,
Inc. dated December , 1996*...........................................
10.4 -- Stock Purchase Agreement among the Company and the shareholders of
Millard-Wayne, Inc. dated December , 1996*............................
10.5 -- Stock Purchase Agreement among the Company and the shareholders of KCOMP
Management Systems, Inc. dated December , 1996*.......................
10.6 -- Plan and Agreement of Merger among the Company, InfoCure Sub
Corporation, Healthcare Information Systems, Inc. and the shareholders
of Healthcare Information Systems, Inc. dated December , 1996*........
10.7 -- Stock Purchase Agreement among the Company and the shareholders of DR
Software dated December , 1996*.......................................
10.8 -- Asset Purchase Agreement between AMC and Info Systems of North Carolina,
Inc. ("Info Systems"), dated December 3, 1996...........................
10.9 -- Promissory Note of AMC dated December 3, 1996 payable to Info Systems...
10.10 -- Management Agreement between HCD and Info Systems dated December 3, 1996
10.11 -- Pledge and Security Agreement dated January 4, 1996 by and between ICS
and Envoy Corporation*..................................................
10.12 -- Employment Agreement between the Company and Frederick L. Fine dated
December 1, 1996*.......................................................
10.13 -- Employment Agreement between the Company and James K. Price dated
December 1, 1996*.......................................................
10.14 -- Employment Agreement between the Company and R. Ernest Chastain dated
December , 1996*......................................................
10.15 -- Employment Agreement between the Company and Michael E. Warren dated
September 23, 1994......................................................
10.16 -- Form of Employment Agreement to be entered into between the Company and
Donald M. Rogers upon the consummation of the Acquisitions*.............
10.17 -- Form of Employment Agreement to be entered into between the Company and
M. Wayne George upon the consummation of the Acquisitions*..............
10.18 -- Form of Employment Agreement to be entered into between the Company and
Gregory F. Vap upon the consummation of the Acquisitions*...............
10.19 -- AMC 1996 Stock Option Plan..............................................
10.20 -- Form of Incentive Stock Option Agreement of AMC.........................
</TABLE>
<PAGE> 130

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ------------------------------------------------------------------------ ------------
<S> <C> <C> <C>
23.1 -- Consent of Glass, McCullough, Sherrill & Harrold, LLP (to be included in
Exhibit 5.1)*...........................................................
23.2 -- Consent of BDO Seidman, LLP.............................................
24.1 -- Powers of Attorney......................................................
27.1 -- Financial Data Schedule (for SEC use only)..............................
</TABLE>

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

* To be filed by amendment.

<PAGE> 1

EXHIBIT 3.1

CERTIFICATE OF INCORPORATION
OF
INFOCURE CORPORATION

The undersigned, for the purpose of organizing a stock corporation
under the provisions and subject to the requirements of the laws of the State
of Delaware, hereby certifies that:

FIRST: The name of the corporation is INFOCURE CORPORATION.

SECOND: The address of the registered office of the corporation in the
State of Delaware is 1013 Centre Road, Wilmington, New Castle
County, Delaware 19805; and the name of the registered agent of
the corporation is Corporation Service Company.

THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the
General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is fifty million (50,000,000) shares
which are divided into ten million (10,000,000) shares of
preferred stock with a par value of $.001 each, and forty million
(40,000,000) shares of common stock with a par value of $.001
each.

Subject to the provisions of Section 151 of the General
Corporation Law of the State of Delaware, the board of
directors of the corporation is authorized to determine, without
shareholder action, the powers, designations, preferences,
limitations, voting power and relative, participating, optional
and other special rights and qualifications, limitations and
restrictions of the preferred stock, including without limitation,
the relative rights of any class of shares of preferred stock,
each series within a class, the number of shares within each class
and series and the dividend rights, conversion rights and terms of
redemption (including sinking fund provisions and liquidation
preferences), all to the fullest extent now or hereafter permitted
by the General Corporation Law of the State of Delaware.

Each holder of shares of common stock shall be entitled to one
vote for each share of common stock held of record on all matters
on which the holders of common stock are entitled to vote.

FIFTH: The name and mailing address of the incorporator are as follows:

Ugo F. Ippolito, Esq.
Glass, McCullough, Sherrill & Harrold
1409 Peachtree Street, NE
Atlanta, Georgia 30309

SIXTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or
between this corporation and its

<PAGE> 2

stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the
application in a summary way of this corporation or of any
creditor or stockholder thereof or on the application of any
receiver(s) appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver(s) appointed for
this corporation under the provisions of Section 279 of Title 8 of
the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of
this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number
representing three fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of
this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as
consequence of such compromise or arrangement, the said compromise
or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding
on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the
case may be, and also on this corporation.

SEVENTH: In furtherance and not in limitation of the powers conferred by
statute or applicable law, the board of directors is expressly
authorized to adopt, amend and repeal the bylaws of the
corporation.

EIGHTH: The personal liability of the directors of the corporation to the
corporation and its shareholders is hereby eliminated or limited
to the fullest extent permitted by the provisions of Section
102(b)(7) of the General Corporation Law of Delaware, as the same
may be hereafter amended and supplemented.

Signed on this 25th day of November, 1996.

/s/ Ugo F. Ippolito
----------------------------------
Ugo F. Ippolito, Incorporator

<PAGE> 1

EXHIBIT 3.2

BYLAWS

INFOCURE CORPORATION
(A Delaware Corporation)

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE 1. SHAREHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.1 Annual Meetings of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Special Meetings of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Voting; Presiding Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.5 Quorum; Adjournment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.6 Written Consent of the Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE 2. DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.1 Powers of Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Number of Directors; Conduct of Meetings of Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Director Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.4 Meetings of Board; Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.5 Written Consent of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.6 Telephonic Meetings of Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.7 Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.8 Qualification and Term of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.9 Executive and Other Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE 3. OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.1 Officers; Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.2 Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.3 President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.4 Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.5 Other Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.6 Removal of Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.7 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE 4. INDEMNIFICATION AND INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.1 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.2 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE 5. STOCK CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.1 Stock Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.2 List of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.3 Transfers of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.4 Lost Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 6. SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.1 Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 7. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.1 Voting of Securities Owned by the Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

</TABLE>
<PAGE> 3

<TABLE>
<S> <C>
ARTICLE 8. AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8.1 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

</TABLE>

<PAGE> 4

BYLAWS

INFOCURE CORPORATION
(A Delaware Corporation)

ARTICLE 1. SHAREHOLDERS' MEETINGS

1.1 Annual Meetings of Shareholders. The annual meeting of the
Shareholders of the Corporation shall be held within the first five months
after the end of each fiscal year of the Corporation at such time and place,
within or without the State of Delaware, as may from time to time be fixed by
the Board; provided that the failure to hold the annual meeting shall not work
a forfeiture of or otherwise affect valid corporate acts.

1.2 Special Meetings of Shareholders. Special meetings of the
Shareholders may be called at any time by the Board, the Chairman of the Board,
if any, or the President, or by the Corporation upon the written request of the
holder or holders of at least 25 percent of the outstanding shares of stock of
the Corporation. Special meetings of the Shareholders shall be held at such
time and place, within or without the State of Delaware, as may be determined
by the Board, Chairman, President or the Corporation calling the meeting.

1.3 Notice. The Secretary or an Assistant Secretary or the Board,
Chairman, President or the Corporation calling the meeting shall cause to be
delivered a written notice of the place, day and time of each meeting of the
Shareholders, not less than ten (10) nor more than sixty (60) days before the
date of the meeting, either personally or by first class mail, to each
Shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail with
first class postage thereon prepaid, addressed to the Shareholder at his [or
her] address as it appears on the stock records of the Corporation. The notice
of a special meeting of the Shareholders shall state the purpose or purposes
for which the meeting is called. Notice of a meeting of the Shareholders need
not be given to any Shareholder who signs a waiver of notice, either before or
after the meeting. Attendance of a Shareholder at a meeting, either in person
or by proxy, shall of itself constitute waiver of notice of such meeting and
waiver of any and all objections to the place of the meeting, the time of the
meeting, and the manner in which it has been called or convened, except when a
Shareholder attends the meeting solely for the purpose of stating, at the
beginning of the meeting, any such objection or objections to the transaction
of business.

1.4 Voting; Presiding Officer. Except as otherwise required by
statute, by the Certificate of Incorporation or by the Bylaws, at any meeting
of the Shareholders, each Shareholder of the Corporation entitled to vote shall
have one vote, in person or by proxy, for each share of stock having voting
rights standing in the name of the Shareholder on the books

<PAGE> 5

of the Corporation at the record date fixed or otherwise determined for such
meeting. Unless otherwise determined by the Board of Directors, the Chairman
of the Board shall preside at meetings of the Shareholders or, if there is no
Chairman of the Board or if the Chairman of the Board is absent, the President
shall preside at meetings of the Shareholders.

1.5 Quorum; Adjournment. At all meetings of the Shareholders, a
majority of the outstanding shares of stock of the Corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum for the
transaction of business, and, except as otherwise required by law or by the
Bylaws, all resolutions adopted and business transacted shall require the
favorable vote of a majority of the shares of stock represented at the meeting
and entitled to vote on the subject matter except that directors shall be
elected by a plurality of the votes. The holders of a majority of the shares
of stock represented at a meeting, whether or not a quorum is present, may
adjourn such meeting from time to time. If a quorum is not present, the
holders of the shares of stock present in person or represented by proxy at the
meeting, and entitled to vote, shall have the power, by the affirmative vote of
the holders of such shares of stock which represent a majority of the votes
which may be cast by the holders of such shares of stock, to adjourn the
meeting to another time and/or place. Unless the adjournment is for more than
thirty (30) days or unless a new record date is set for the adjourned meeting,
no notice of the adjourned meeting need be given to any Shareholder provided
that the time and place of the adjourned meeting were announced at the meeting
at which the adjournment was taken. At the adjourned meeting, the Corporation
may transact any business which might have been transacted at the original
meeting.

1.6 Written Consent of the Shareholders. Any action required to be
taken at a meeting of the Shareholders of the Corporation, or any action that
may be taken at a meeting of the Shareholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing
setting forth the action so taken shall be signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice shall be given of the
taking of corporate action without a meeting by less than unanimous written
consent to those Shareholders on the record date who have not consented in
writing. For purposes of written consent by the Shareholders, the record date
for determining Shareholders entitled to take action pursuant to this Section
1.6 shall be the date when the consent is first executed and the action shall
be deemed taken when executed by the last necessary consent.

ARTICLE 2. DIRECTORS

2.1 Powers of Board. Subject to the Certificate of Incorporation and
these Bylaws, the business and affairs of the Corporation shall be managed by
or under the direction of the Board.

2.2 Number of Directors; Conduct of Meetings of Board. The Board
shall consist of five (5) directors. A majority of said directors shall
constitute a quorum for the transaction of

<PAGE> 6

business. Except as otherwise provided in the Bylaws, all resolutions adopted
and all business transacted by the Board shall require the affirmative vote of
a majority of the directors present at a meeting at which a quorum is present.
The Chairman of the Board or, in his absence, and if the President is a
director, the President shall preside at all meetings of the Board. If the
Chairman of the Board is not present and if the President is not present or is
not a director, the Board shall select a director as chairman for each meeting.

2.3 Director Vacancies. Except as otherwise provided in this Section
2.3, any vacancy occurring in the Board may be filled by the affirmative vote
of a majority of the remaining directors though less than a quorum of the
Board, or by the sole remaining director, as the case may be, or, if the
vacancy is not so filled, or if no director remains, by the Shareholders. Any
vacancy arising as a result of the removal of a director by the Shareholders
may be filled by the Shareholders or, if the Shareholders so authorize, by the
remaining director or directors, but only for the unexpired term of his or her
predecessor in office. The Board may fill a vacancy created by an increase in
the number of directors resulting from an amendment of Section 2.2, but only
for a term of office continuing until the next annual election of directors by
the Shareholders and the election and qualification of a successor.

2.4 Meetings of Board; Notice. The Board shall meet annually
promptly following the annual meeting of the Shareholders; provided that the
failure to hold the annual meeting shall not work a forfeiture or otherwise
affect valid corporate acts. The Board may establish the time, date and place
for the regular and special meetings of the Board of Directors. Special
meetings of the Board may also be called at any time by the Chairman of the
Board, the President, or by any two directors, on two business days' notice,
which may be given by personal delivery, over night courier, first class mail,
telephone, facsimile transmission, telegram or cablegram. The notice shall be
deemed given when delivered to the business address of the director or to the
address of the director as it appears on the stock records of the Corporation.
Notice of a special meeting may be waived by an instrument in writing.
Attendance of a director at a meeting shall constitute a waiver of notice of
the meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting and the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any such
objection or objections to the transaction of business. Any meeting of the
Board may be held at such date, time and place as may be determined by the
person or persons calling the meeting.

2.5 Written Consent of Directors. Any action required to be taken at
a meeting of the Board, or any action that may be taken at a meeting of the
Board, may be taken without a meeting if a consent in writing setting forth the
action taken shall be signed by all the directors and shall be filed with the
minutes of the proceedings of the directors.

2.6 Telephonic Meetings of Board. Any action required to be taken at
a meeting of the Board, or any action that may be taken at a meeting of the
Board, may be taken at a meeting held by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in such a meeting shall
constitute presence in person at such meeting. In all other respects the

<PAGE> 7

provisions of Article Four of the Bylaws with respect to meetings of the Board
shall apply to such a meeting.

2.7 Removal of Directors. At any meeting of the Shareholders with
respect to which notice of such purpose has been given, the entire Board or any
individual director may be removed, with or without cause, by the affirmative
vote of the holders of a majority of the shares of stock of the Corporation
entitled to vote.

2.8 Qualification and Term of Directors. Each director shall be a
natural person at least eighteen (18) years old. The term of a director
elected by the Shareholders or by the Board to fill a vacancy continues until
the next annual meeting of Shareholders and until a successor is elected and
qualifies or until a decrease occurs in the number of directorships.

2.9 Executive and Other Committees. The Board may designate, by
resolution, from among its members an audit committee and a compensation
committee and one or more other committees, each consisting of one or more
directors, subject to the following:

(a) Subject to the certificate of incorporation, the bylaws
and the Delaware General Corporation law, each such committee shall have and
may exercise, consistent with and to the extent provided in the resolution of
the Board designating such committee, all the authority of the Board.

(b) Each member of any such committee shall hold office until
the next regular annual meeting of the Board following his/her designation and
until his/her successor is designated, elected and qualified. Any vacancy in
any such committee may be filled by a resolution adopted by a majority of the
Board. The Board by resolution adopted by a majority of the Board may
designate one or more directors as alternate members of any such committee, who
may act in the place and stead of any absent member or members at any meeting
of such committee or remove a member in its sole discretion. Any member of any
such committee may be removed at any time with or without cause by resolution
adopted by a majority of the Board. Any member of any such committee may
resign from such committee at any time by giving written notice to the Chairman
of the Board, if any, the President or Secretary of the Corporation, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

(c) Unless the Board otherwise provides, each committee
designated by the Board may make, alter and repeal rules for the holding of its
meetings and the conduct of its business, subject to the following: (i) a
majority of the entire authorized number of members of such committee shall
constitute a quorum for the transaction of business; (ii) the vote of a
majority of the members present at a meeting at the time of such vote if a
quorum is then present shall be the act of such committee; and (iii) in other
respects each committee shall hold its meetings and conduct its business in the
same manner as does the Board pursuant to Article Two of the Bylaws (including,
without limitation, the taking of action without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
members of such committee and be filed with the minutes of the proceedings of
such committee). Each

<PAGE> 8

such committee shall keep minutes or other records of its proceedings and shall
report its actions to the Board as requested and at regularly scheduled
meetings of the Board.

ARTICLE 3. OFFICERS

3.1 Officers; Election. The Board shall elect a Chairman of the
Board, a President, and a Secretary and may elect one or more Vice Presidents,
and such other officers or assistant officers as the Board shall determine.
Any two or more offices may be held by the same person.

3.2 Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Shareholders and of the Board. The Chairman of the
Board shall be the chief executive officer of the Corporation. The chief
executive officer shall have general and active management of the operations of
the Corporation and shall have such other powers as may from time to time be
delegated to him/her by the Board.

3.3 President. The President shall be the chief operating officer of
the Corporation and shall have such powers as may be delegated to him/her by
the Chairman of the Board or by the Board.

3.4 Secretary. The Secretary shall keep minutes of all meetings of
the Shareholders and Board, shall have charge of the minute books, stock
records and seal of the Corporation, shall have the authority to certify as to
the corporate books and records, and shall perform such other duties and have
such other powers as may from time to time be delegated to him or her by the
President or the Board.

3.5 Other Officers. The other officers, if any, shall perform such
duties and exercise such powers as the Chairman of the Board or the Board shall
request or delegate and, unless the Board or the Chairman of the Board
otherwise provides, shall perform such other duties as are generally performed
by officers in such position.

3.6 Removal of Officers. Any officer or assistant officer elected by
the Board may be removed by the Board with or without cause, in its sole
discretion.

3.7 Vacancies. Any vacancy, however occurring, in any office may be
filled by the Board.

ARTICLE 4. INDEMNIFICATION AND INSURANCE

4.1 Indemnification.

(a) General. The Corporation shall indemnify each person
who is or was a director or officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise to
the full extent permitted under Section 145(a), (b) and (c) of the

<PAGE> 9

Delaware General Corporation Law ("DGCL"), including all amendments hereafter
adopted and any other provisions of the laws of the State of Delaware.

(b) Interim Payment of Expenses.

Directors: Expenses incurred by a person who is or
was a director of the Corporation (including heirs, executors, administrators
or estate of such person) or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise in defending a civil or
criminal, administrative or investigative action, suit, or proceeding for which
such person may be entitled to indemnification under the provisions of
subparagraph (a) above shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding, upon receipt of an undertaking
by or on behalf of such person to repay such amount, unless it is ultimately
determined that he/she is entitled to be indemnified by the Corporation as
authorized in, or as permitted by, this Article Four or under the DGCL.

Officers. Expenses incurred by a person who is or
was an officer of the Corporation (including heirs, executors, administrators
or estates of such persons) in defending a civil or criminal, administrative or
investigative action, suit or proceeding for which such officer may be entitled
to indemnification pursuant to subparagraph (a) above shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding, except an action, suit or proceeding brought by the Corporation or
any subsidiary against such person, upon receipt of an undertaking by or on
behalf of such officer to repay such amount, unless it is ultimately determined
that the officer is entitled to be indemnified by the Corporation as authorized
in or permitted by this Article Four or under the DGCL.

(c) Procedure. If any such indemnification is requested
pursuant to the foregoing, the Board shall cause a determination to be made
(unless a court has ordered the indemnification or indemnification is required
by DGCL Section 145(b)) pursuant to DGCL Section 145(d) as to whether
indemnification of the party requesting indemnification is proper in the
circumstances because he/she has met the applicable standard of conduct set
forth in DGCL Section Section 145(a), or (b) or (c). Upon any such
determination that such indemnification is proper, the Corporation shall make
indemnification payments of liability, cost, payment or expense asserted
against, or paid or incurred by, him/her in his/her capacity as such a director
or officer to the maximum extent permitted by the DGCL.

(d) Subsequent Amendment. No amendment, termination,
recision or other elimination of this Article Four or of any relevant
provisions of the DGCL or any other applicable laws shall affect or diminish in
any way the rights to indemnification under this Article Four with respect to
any action, suit or proceeding arising out of, or relating to, any event or act
or omission occurring or fact or circumstance existing prior to such amendment,
termination, recision or other elimination.

(e) Other Rights. The indemnification and advancement of
expenses provided by, or granted pursuant to this Article Four, shall not be
deemed exclusive of any

<PAGE> 10

other rights to which a director or officer seeking indemnification or
advancement of expenses may be entitled under any applicable law, agreement,
vote of Shareholders or disinterested directors or otherwise, both as to action
in his/her official capacity and as to action in any other capacity while
holding office of or while employed by the Corporation; provided, however, that
indemnification shall not be permitted (i) for any breach of the director's
duty of loyalty to the Corporation or its Shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under DGCL Section 174, or (iv) for any
transaction from which the director derived an improper personal benefit.
Nothing contained in this Article Four shall be deemed to prohibit, and the
Corporation is specifically authorized to enter into, agreements which provide
indemnification rights and procedures permitted by the DGCL.

(f) Continuation of Right to Indemnification. All rights
to indemnification under this Article Four shall continue as to a person who
has ceased to be a director, officer, employee or agent, shall inure to the
benefit of heirs, executors, administrators and the estate of such person, and
shall be deemed to be a contract between the Corporation and each such person
or entity. This Article Four shall be binding upon any successor corporation
to the Corporation, whether by way of merger, consolidation or otherwise.

(g) Savings Clause. If this Article Four or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify persons or
entities specified in this Article Four to the full extent permitted by any
applicable portion of this Article Four that shall not have been invalidated
and to the full extent permitted by applicable law.

4.2 Insurance. The Corporation may purchase and maintain insurance
at its expense, to protect itself and any such person against any such
liability, cost, payment or expense whether or not the Corporation would have
the power to indemnify such person or entity against such liability.

ARTICLE 5. STOCK CERTIFICATES

5.1 Stock Certificates. Stock certificates shall be signed by the
Chairman of the Board, the President or a Vice President and the Secretary or
an Assistant Secretary (any of which signatures may be a facsimile), and the
seal of the Corporation or a facsimile of it shall be affixed to the stock
certificates.

5.2 List of Shareholders. The Corporation shall maintain an
alphabetical record of the names and addresses of its Shareholders and the
number of shares of stock held by each, which shall be maintained and made
available in accordance with the DGCL.

5.3 Transfers of Stock. Transfers of stock of the Corporation shall
be made in the stock records of the Corporation upon surrender of the
certificate for such stock signed by the person in whose name the certificate
is registered or on behalf by a person legally authorized to so sign (or
accompanied by a separate stock transfer power so signed) and otherwise in

<PAGE> 11

accordance with and subject to the applicable provisions of the Uniform
Commercial Code as in effect in the State of Delaware and the DGCL, and subject
to such other reasonable and lawful conditions and requirements as may be
imposed by the Corporation.

5.4 Lost Certificates. The Chairman of the Board or the President
may cause to be issued a new stock certificate in place of any certificate or
certificates previously issued by the Corporation and alleged to have been lost
or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate to be lost or destroyed and, if the Chairman of the
Board or President or the Board in their sole discretion deems it appropriate,
the delivery of a commercial indemnity bond issued by a company approved by the
Board or in such sum as he [or she] may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate
alleged to have been lost or destroyed.

ARTICLE 6. SEAL

6.1 Seal. The seal of the Corporation shall be in such form as
the Board may from time to time determine. In the event it is inconvenient to
use such a seal at any time, the words "Corporate Seal" or the word "Seal"
accompanying the signature of an officer signing for and on behalf of the
Corporation shall be the seal of the Corporation. The seal shall be in the
custody of the Secretary and affixed by him/her on the stock certificates and
such other papers as may be directed by law, by the Bylaws or by the Board.

ARTICLE 7. MISCELLANEOUS

7.1 Voting of Securities Owned by the Corporation. The Chairman
of the Board, if any, the President, any Vice-President, the Secretary, or the
Treasurer, if any, of the Corporation or such other person or entity designated
by the Board shall have authority to vote such shares of stock or other
securities of another entity owned by the Corporation and to execute proxies
and written waivers and consents in relation thereto.

ARTICLE 8. AMENDMENT

8.1 Amendment. The Bylaws may be amended at any meeting of the
Shareholders by the affirmative vote of a majority of the issued and
outstanding stock of the Corporation, or at any meeting of the Board of the
Corporation by an affirmative vote of a majority of the number of directors
then serving. The Shareholders may prescribe that any or all provisions of the
Bylaws adopted by them shall not be altered, amended or repealed by the Board.

* * * * *

<PAGE> 1
EXHIBIT 10.8

ASSET PURCHASE AGREEMENT
BETWEEN
AMERICAN MEDCARE CORPORATION AND
INFO SYSTEMS OF NORTH CAROLINA, INC.

<PAGE> 2

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION I.
DEFINITIONS..............................................................................................1
1.1 CERTAIN DEFINITIONS....................................................................1

SECTION II.
PURCHASE AND SALE OF ASSETS..............................................................................4
2.1 PURCHASE/SALE..........................................................................4
2.2 ASSUMPTION OF LIABILITIES AND OBLIGATIONS..............................................4
2.3 NO EMPLOYEES OF INFO/CURE GROUP........................................................5
2.4 PURCHASE PRICE.........................................................................5
2.5 CLOSING................................................................................6
2.6 EFFECTIVE DATE.........................................................................7
2.7 CALCULATION OF ADJUSTMENTS.............................................................7
2.8 PURCHASE PRICE ALLOCATION..............................................................8

SECTION III.
REPRESENTATIONS AND WARRANTIES OF ISI....................................................................9
3.1 CORPORATE..............................................................................9
3.2 FINANCIAL STATEMENTS..................................................................10
3.4 ABSENCE OF CERTAIN FINANCE AND BUSINESS CHANGES.......................................12
3.5 GUARANTIES/LIENS......................................................................13
3.6 NO UNDISCLOSED LIABILITIES............................................................13
3.7 ACCOUNTS RECEIVABLE...................................................................13
3.8 OWNERSHIP OF INTELLECTUAL PROPERTY....................................................14
Software .............................................................................14
Other Intellectual Property Rights Relating to the Software...........................14
Trademark.............................................................................15
Software Developers...................................................................15
Rights of Licensees...................................................................16
No Infringements......................................................................16
Licensed Software.....................................................................17
ISI Software..........................................................................18
Supplier Software.....................................................................18
Confidentiality.......................................................................18
Source Code Escrow Agreements.........................................................19
Clear Title...........................................................................19
3.9 PROPERTY AND EQUIPMENT................................................................19
3.10 LICENSE AGREEMENTS....................................................................19
3.11 CONSULTING AND DEVELOPMENT AGREEMENTS.................................................20
</TABLE>

<PAGE> 3

<TABLE>
<S> <C> <C>
3.12 MAINTENANCE/COMMITMENTS...............................................................21
3.13 ALL INTANGIBLE ASSETS USED IN THE BUSINESS............................................22
3.14 EMPLOYEES/CONSULTANTS/DIRECTORS.......................................................22
3.15 ASSUMED AGREEMENTS....................................................................22
3.16 LITIGATION AND ADVERSE EVENTS.........................................................23
3.17 COMPLIANCE WITH APPLICABLE LAW........................................................23
3.20 BROKERS AND FINDERS...................................................................24
3.21 NO UNTRUE STATEMENTS..................................................................24
3.22 REPRESENTATIONS REGARDING NOTE........................................................25

SECTION IV.
REPRESENTATIONS AND WARRANTIES OF AMC...................................................................26
4.1 ORGANIZATION AND STANDING OF AMC......................................................27
4.2 AUTHORIZATION - AMC...................................................................27
4.3 BROKERS AND FINDERS...................................................................28
4.4 NO UNTRUE STATEMENTS..................................................................28

SECTION V.
CONDITIONS TO THE OBLIGATIONS OF AMC....................................................................28
5.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE...........................................28
5.2 THIRD PARTY CONSENTS..................................................................29
5.3 OPINION OF ISI'S COUNSEL..............................................................29
5.4 AUTHORIZATION.........................................................................29
5.5 BILL OF SALE..........................................................................29
5.6 MANAGEMENT AGREEMENT..................................................................30
5.7 DISTRIBUTOR AGREEMENT.................................................................30
5.8 ISI SOFTWARE LICENSE AGREEMENT........................................................30
5.9 UPDATE DISCLOSURE SCHEDULE............................................................30

SECTION VI.
CONDITIONS TO THE OBLIGATIONS OF ISI....................................................................30
6.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE...........................................30
6.2 OPINION OF COUNSEL TO AMC.............................................................31
6.3 NOTE..................................................................................31
6.4 AUTHORIZATION.........................................................................31
6.5 ASSUMPTION AGREEMENT..................................................................31
6.6 MANAGEMENT AGREEMENT..................................................................31
6.7 DISTRIBUTOR AGREEMENT.................................................................32
6.8 ISI SOFTWARE LICENSE AGREEMENT........................................................32

SECTION VII.
CONDUCT OF BUSINESS.....................................................................................32
7.1 CONDUCT OF BUSINESS...................................................................32
</TABLE>

<PAGE> 4

<TABLE>
<S> <C> <C>
Maintain Corporate Existence, Etc.....................................................32
Disposition of Assets.................................................................33
Full Access...........................................................................33

SECTION VIII.
CONFIDENTIALITY AND SECURITY............................................................................33
8.1 CONFIDENTIALITY.......................................................................33

SECTION IX.
INDEMNIFICATION.........................................................................................38
9.1 INDEMNIFICATION BY ISI................................................................38
9.2 INDEMNIFICATION BY AMC................................................................41
9.3 REIMBURSEMENT.........................................................................43
9.4 CLAIMS................................................................................44
9.5 RESOLUTION OF DISPUTES................................................................45

SECTION X.
COVENANT NOT TO COMPETE.................................................................................46

SECTION XI.
TERMINATION AND ABANDONMENT.............................................................................47
11.1 TERMINATION AND ABANDONMENT...........................................................47
11.2 RIGHTS AND OBLIGATIONS ON TERMINATION.................................................49

SECTION XII.
MISCELLANEOUS PROVISIONS................................................................................49
12.1 INVESTIGATIONS; SURVIVAL OF WARRANTIES................................................49
12.2 HEADINGS..............................................................................50
12.3 FURTHER ASSURANCES....................................................................50
12.4 FORCE MAJEURE.........................................................................50
12.5 CUMULATIVE REMEDIES...................................................................51
12.6 ENTIRE AGREEMENT......................................................................51
12.7 SPECIFIC PERFORMANCE..................................................................51
12.8 NOTICES...............................................................................51
12.9 NON-WAIVER OF DEFAULT.................................................................52
12.10 PARTIAL INVALIDITY....................................................................52
12.11 DUPLICATE ORIGINALS...................................................................53
12.12 ASSIGNMENT............................................................................53
12.13 FEES AND EXPENSES.....................................................................53
12.14 GOVERNING LAW.........................................................................53
12.15 COUNTERPARTS AND EXHIBITS.............................................................53
12.16 PUBLICITY.............................................................................54
</TABLE>

iii

<PAGE> 5

ASSET PURCHASE AGREEMENT
BETWEEN
AMERICAN MEDCARE CORPORATION AND
INFO SYSTEMS OF NORTH CAROLINA, INC.

THIS ASSET PURCHASE AGREEMENT ("Agreement") is made as of the 3rd day
of December, 1996 by and between American Medcare Corporation, a Delaware
corporation ("AMC") and Info Systems of North Carolina, Inc., a North Carolina
corporation ("ISI").

WHEREAS, ISI desires to sell the business conducted by its division
generally known as the Info/Cure Group and the assets used in such business.

WHEREAS, AMC is willing to acquire such business and assets upon the
terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises herein made and
of other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

SECTION I.
DEFINITIONS

1.1 CERTAIN DEFINITIONS

(a) "Affiliate" or "Affiliate of ISI" means any person,
corporation, subsidiary, or other business entity
which, whether directly or indirectly through one or
more intermediaries, controls, is controlled by, or
is under common control with, ISI.

(b) "Copyright" means all copyright ownership of the
Software and Documentation.

<PAGE> 6

(c) "Documentation" means all technical manuals and
notes, user manuals, and all other documents
developed or in development relating to or used in
the development, maintenance, support, enhancement
and use of the Software, including pending
improvements, fixes and enhancements regardless of
the media upon which the Documentation exists, which
is owned by ISI.

(d) "Info/Cure Group" means the business conducted by ISI
that develops, markets, installs and supports the
Info/Cure physician practice management system for
organizations ranging from solo practitioners and
primary care and single specialty clinics with 2 to
20 physicians to larger multi-specialty and
hospital-based groups with over 20 physicians. The
Info/Cure Group also provides the Info/Cure physician
practice management systems to multi-entry provider
networks such as managed service organization and
physician hospital organizations.

(e) "Info/Cure physician practice management system" or
"Info/Cure System" means the current software medical
practice management system of ISI that automates
patient registration, appointment scheduling, patient
billing, insurance processing and provides other
related features.

(f) "Intellectual Property" means all patents, patent
pending, copyrights, trade secrets, techniques,
know-how, and other intangible assets which are owned
by ISI and are legally protectable or recognized as
forms of property, whether or not reduced to practice
or a writing and are used by

<PAGE> 7

the Info/Cure Group, excluding the Software, Licensed
Software, ISI Software and Supplier Software.

(g) "License Agreements" means those agreements entered
into by ISI or the Info/Cure Group (or its
predecessors) as licensor for the licensing of any
Software, Licensed Software and/or Intellectual
Property.

(h) "Licensed Software" shall mean all software, object
source and executable code, licensed, sold or leased
by Info/Cure Group as licensor or lessor which is not
owned or to the extent not owned by ISI excluding
Supplier Software (as hereinafter defined). A list of
the Licensed Software is set forth in Section 1.03(h)
of the Disclosure Schedule.

(i) "Management of ISI" means the current chief executive
officer, the chief operating officer, and chief
financial officer of ISI and the general manager of
the Info/Cure Group.

(j) "Software" means all software, object, source and
executable code, licensed, sold or leased by the
Info/Cure Group as lessor, including the software
constituting the Info/Cure System, in whole or in
part, and all fixes, updates, upgrades and
enhancements hereto developed or being developed as
well as other software developed or being developed
for marketing to physicians, clinics, hospitals and
medical groups which is owned by ISI (except ISI
Software, Licensed Software and Supplier Software). A
list of the Software is set forth in Section 1.03(j)
of the Disclosure Schedule.

<PAGE> 8

(k) "Trademarks" mean the trademarks listed in Section
1.03(k) of the Disclosure Schedule.

SECTION II.
PURCHASE AND SALE OF ASSETS

2.1 PURCHASE/SALE

On the Closing Date (as hereafter defined), AMC does hereby
agree to purchase, and ISI hereby agrees to sell, assign, transfer and deliver,
pursuant to the terms and conditions contained herein all of the following
assets, tangible and intangible (collectively "Assets"), used, licensed and sold
by the Info/Cure Group and owned by ISI wherever located:

All accounts receivable of the Info/Cure Group
Work in process of the Info/Cure Group
Info/Cure System
Software
Documentation
Copyrights
Trademarks
Fixed assets listed in Section 2.1 of the Disclosure Schedule
("Fixed Assets")
License Agreements
Supply Contracts (as hereinafter defined)
Maintenance Agreements (as hereinafter defined)
Intellectual Property
All warranties, representations and guaranties made by
vendors and other suppliers of the assets to the
Info/Cure Group which are outstanding.
Advertising materials
Books and records necessary for the conduct of the Business
(as hereinafter defined) after the Closing
Goodwill and going concern of the Info/Cure Group

2.2 ASSUMPTION OF LIABILITIES AND OBLIGATIONS

AMC shall assume on the Closing Day only the following
liabilities and obligations (collectively "Assumed Obligations") of ISI:

<PAGE> 9

Obligations of the Info/Cure Group under its maintenance and
service agreements as of the Closing Date pursuant to the
Maintenance Agreements and listed in Section 2.2(i) of the
Disclosure Schedule which shall be updated as of the Closing
Date.

Customer Deposits as of the Closing Date listed in Section
2.2(ii) of the Disclosure Schedule which shall be updated as
of the Closing Date.

Obligations of ISI under the License Agreements as of the
Closing Date with the customers listed in Section 2.2(iii) of
the Disclosure Schedule.

Accounts payable-trade of the Info/Cure Group, including for
hardware, as described in Section 2.2(iv) of the Disclosure
Schedule which shall be updated as of the Closing Date.

Commissions payable as described in Section 2.2(v) of the
Disclosure Schedule which shall be updated as of the Closing
Date.

2.3 NO EMPLOYEES OF INFO/CURE GROUP

It is agreed that AMC assumes no obligations to hire any
employees of ISI, including employees of the Info/Cure Group, and assumes no
liability or obligation of ISI by reason of it hiring or not hiring any such
employees. It is the intent of ISI to reassign certain employees to other
operations of ISI. ISI agrees to make available its employees currently working
for the Info/Cure Group to provide those services required during the
transaction period pursuant to the Management Agreement.

2.4 PURCHASE PRICE

(a) The consideration payable by AMC for the Assets and
the other covenants of ISI contained herein, subject
to the assumption of the Assumed Obligations, shall
be $1,750,000 subject to adjustment as set forth in
paragraphs 2.4(b), 2.7 and 2.9 ("Purchase Price").

<PAGE> 10

(b) The Purchase Price of $1,750,000 is based on the fact
that the sum of the Assumed Obligations, determined
in accordance with generally accepted accounting
principles consistently applied on an accrual basis
("GAAP"), on the Closing Date will not exceed the sum
of the accounts receivable of the Info/Cure Group
(net of reserves for bad debts) ("Net Accounts
Receivable") and the work in process on the Closing
Date, which constitute Assets to be purchased
hereunder, by more than $325,000.

If the Assumed Obligations exceed the sum of the Net Accounts Receivable and the
work in process by more than $325,000, the Purchase Price shall be an amount
equal to $1,750,000 less the amount in excess of $325,000.

(c) In full consideration of the sale, assignment,
transfer, conveyance and delivery of the Assets and
the covenants of ISI set forth herein and the
assumption of the Assumed Obligations, AMC shall
deliver to ISI on the Closing Date (i) $150,000 by
wire transfer to an account designated by ISI and
(ii) a promissory note ("Note") in the form of
Exhibit A hereto in the principal amount of the
Purchase Price less $150,000. The Note shall bear
interest at the rate of 2% over the prime rate of
interest as published in The Wall Street Journal
adjusted as of the first day of each calendar
quarter.

2.5 CLOSING

The closing ("Closing") of the transactions contemplated by
this Agreement shall occur at 10:00 a.m. local time, December 2, 1996 at the
offices of AMC in Atlanta, Georgia, or

<PAGE> 11

such other date or place as the parties hereafter mutually agree in writing,
subject to the conditions set forth hereafter.

2.6 EFFECTIVE DATE

The effective date of the consummation of the transactions
contemplated herein shall be as of the commencement of business of the Info/Cure
Group on the day of the Closing ("Closing Date").

2.7 CALCULATION OF ADJUSTMENTS

(a) AMC shall cause, at its expense, a balance sheet to
be prepared as of the Closing Date of the Assets
being purchased and Assumed Obligation being assumed.
The balance sheet shall be completed within sixty
(60) days after the Closing Date. As soon as such
financial statement is available to AMC, AMC shall
deliver to ISI the financial statement. ISI shall
have thirty (30) days to review and object to the
balance sheet. Any disagreements as to the amounts of
any adjustment to be made to the balance sheet, if
not mutually resolved, shall be resolved as provided
in paragraph 9.5, except that the arbitrator(s) shall
be person(s) experienced in financial and accounting
matters. Upon the final resolution of the financial
statement as of the Closing Date, a final adjustment
shall be made to the consideration paid at the
Closing as provided in paragraph 2.4 and the
principal amount of the Note shall be appropriately
adjusted.

(b) The parties shall use their best efforts to estimate
the amount of the adjustment on or prior to the
Closing Date and the Purchase Price as of the

<PAGE> 12

Closing Date will reflect such tentative adjustment
which will be subject to further adjustment pursuant
to the provisions of paragraph 2.7(a). All
adjustments shall be made by increasing or decreasing
the principal amount of the Note as of the Closing
Date.

2.8 PURCHASE PRICE ALLOCATION

The parties agree to allocate the Purchase Price among the
Assets in accordance with the allocation formula attached hereto as Exhibit B.

2.9 POST CLOSING ADJUSTMENT

If the revenues for maintenance and service ("Service
Revenue") from the customers of the Info/Cure Group prior to the Closing during
the one year period commencing on December 1, 1996 and ending November 30, 1997
("Period") is less than $1,269,000, the Purchase Price will be reduced by an
amount equal to the difference ("Difference") between $1,269,000 and the Service
Revenue for the Period. In no event shall the adjustment pursuant to this
paragraph 2.9 exceed $635,000. This adjustment shall first be made to the Note
by reducing the principal amount thereof as of the Closing. To the extent it
exceeds the unpaid principal balance of the Note, ISI shall promptly pay such
amount to AMC. The determination of the Service Revenue shall initially be made
by AMC. Such determination shall be made in accordance with GAAP and in
accordance with past practice as used to categorize revenues. AMC, within ninety
(90) days after the end of the Period, shall give ISI notice of any claimed
Difference. In the event the parties are unable to agree upon the amount of the
Difference within thirty (30) days after receipt of the notice by ISI of the
Difference, the matter may be referred by either party to arbitration in
accordance with paragraph 9.5. AMC shall permit ISI and its accountants

<PAGE> 13

reasonable access to its books and records to determine the amount of the
Service Revenues. All such information shall be kept confidential except to the
extent it is used in the arbitration proceeding.

SECTION III.
REPRESENTATIONS AND WARRANTIES OF ISI

ISI represents and warrants to AMC on the date hereof and on the date
of the Closing as follows:

3.1 CORPORATE

(a) ISI is a corporation duly organized, validly existing
and in good standing under the laws of North Carolina
and is qualified to conduct business in all other
jurisdictions in which the character of its assets
and the nature of its business requires it to be
qualified to do business and in which the failure to
be so qualified could have a materially adverse
effect on its business, operations, prospects, assets
or financial condition.

(b) A true, correct and complete copy of the Articles of
Incorporation and bylaws of ISI are as set forth in
Section 3.1(b) of the Disclosure Schedule.

(c) To the knowledge of the Management of ISI, ISI or
Info/Cure Group holds all licenses, permits,
authorizations and other approvals from all
governmental authorities necessary for the conduct of
the business of the Info/Cure Group as currently
conducted ("Business") which failure could have a
material adverse effect on its business, operations,
prospects,

<PAGE> 14

assets or financial condition of the Info/Cure Group.
A complete list of such licenses, permits,
authorizations and approvals are set forth in Section
3.1(c) of the Disclosure Schedule.

(d) The execution, delivery and performance of this
Agreement by ISI has been duly and validly authorized
by its Board of Directors and constitutes a legal,
valid and binding obligation of ISI enforceable in
accordance with its terms and does not violate any
other agreement or require the consent or approval of
any other person except as set forth in Section 3.1
(d) of the Disclosure Schedule. A duly certified copy
of the minutes of the Board of Directors of ISI
approving the execution and delivery of this
Agreement has been delivered to AMC. No authorization
is required by the shareholders of ISI with respect
to the authorization, execution, delivery of and
performance under this Agreement.

(e) The Info/Cure Group is the only Info/Cure Group or
unit of ISI which markets the Software, except as set
forth in Section 3.1(e) of the Disclosure Schedule.

3.2 FINANCIAL STATEMENTS

The unaudited balance sheets as of June 30, 1996 and the
statements of income of the Info/Cure Group for the fiscal year ended June 30,
1996 and for the three-month period ended September 30, 1996 have been prepared
in accordance with GAAP and presents fairly the results of the operations of the
Info/Cure Group during those periods. Said financial

<PAGE> 15

statements are sometimes collectively referred to as "Financial Statements." A
true, correct and complete copy of the Financial Statements are set forth in
Section 3.2 of the Disclosure Schedule.

3.3 CUSTOMERS

(a) ISI or Info/Cure Group have granted over 300 licenses
to use the Software and the Licensed Software.
Section 3.3(a)(i) of the Disclosure Schedule contains
the list of more than 90 licensed users of the
Software and the Licensed Software who have
contracted for annual maintenance, which contracts
are currently in effect. Section 3.3(a)(ii) of the
Disclosure Schedule contains a list of the licensed
users of the Software and the Licensed Software (as
hereinafter defined) who have contracted for
maintenance and support during the period October 1,
1995 through September 30, 1996 on a time and
material basis. Sections 3.3(a)(i) and 3.3(a)(ii)
shall be updated as of the Closing. Section
3.3(a)(iii) of the Disclosure Schedule contains a
list of all customers of the Info/Cure Group whose
aggregate fees and other charges during the twelve
(12) month period ending September 30, 1996 exceeded
$100,000.

(b) Neither ISI or the Info/Cure Group has received any
notice or other communication (written or, to the
knowledge of the Management of ISI, oral) from any
customer listed on Section 3.3(a)(i), (ii) or (iii)
of the Disclosure Schedule terminating or reducing in
any material respect or setting forth an intention to
terminate or reduce in any material respect in

<PAGE> 16

the future the amount of business conducted with the
Info/Cure Group. To the knowledge of the Management
of ISI, the consummation of the transactions
contemplated herein will not have a material adverse
effect on the business relationships with any of the
customers listed on Section 3.3(a)(iii) of the
Disclosure Schedule.

(d) Section 3.3(d) of the Disclosure Schedule sets forth
a list of licensees of the Software and Licensed
Software from ISI or the Info/Cure Group for which
ISI or the Info/Cure Group has any warranty or other
unfulfilled obligation under the applicable License
Agreement and a description of the unfulfilled
obligation and the agreement under which it arises.
ISI is not in breach of its obligations thereunder.

3.4 ABSENCE OF CERTAIN FINANCE AND BUSINESS CHANGES

(a) Since June 30, 1996, there has not been any event or
events which will have a material adverse effect
taken as a whole on the financial condition of the
Business of the Info/Cure Group (including software
and service revenues) except as set forth in Section
3.4(a) of the Disclosure Schedule.

(b) Since June 30, 1996, no material loss, damage or
destruction of the Assets has occurred, whether or
not covered by insurance.

(c) Since June 30, 1996, the Business has been conducted
substantially in the manner heretofore conducted
consistent with past practices, including with

<PAGE> 17

respect to the fees charged and the terms and
conditions of the license agreements and maintenance
agreements entered into, and no waiver or release of
any right was granted except of an immaterial value
and in the ordinary course of business consistent
with past practices.

3.5 GUARANTIES/LIENS

ISI has no commitment to guarantee any of the obligations
which would be assumed by AMC upon the consummation of the transactions
contemplated herein, and is not currently granting and ISI has no commitment to
grant to anyone an interest in any of the Assets to secure the obligations of
ISI or another except as set forth in Section 3.5 of the Disclosure Schedule.

3.6 NO UNDISCLOSED LIABILITIES

The Info/Cure Group has no liabilities, absolute or
contingent, known or unknown, except those shown on the Financial Statements or
incurred in the ordinary course of business of the Info/Cure Group since June
30, 1996, all of which are recorded on the financial books and records of the
Info/Cure Group, are consistent with past practices and are not in the aggregate
materially adverse to the financial condition or prospects of the Info/Cure
Group.

3.7 ACCOUNTS RECEIVABLE

The accounts receivable of the Info/Cure Group, billed and
unbilled, as of the Closing will be valid and enforceable obligations of third
parties and will be collectible in full, without offset or fulfillment of any
condition, within three (3) months of their due date without the engagement of
any collection agency or attorney or the commencement of any action, except to
the extent any reserves for bad debts and doubtful accounts established on its
financial books

<PAGE> 18

and records as of the Closing, which reserves have been established in a manner
which is consistent with past practices.

3.8 OWNERSHIP OF INTELLECTUAL PROPERTY

(a) Software. ISI is the sole and exclusive owner
throughout the world of the Software, including (i)
the software and software code developed or being
developed by or on behalf of or at the request of ISI
or the Info/Cure Group (regardless of the state of
the development of the software and whether it has
been released); and (ii) all software used and/or
licensed in the conduct of the business of the
Info/Cure Group, except for the Licensed Software and
the other software ("Supplier Software") listed in
Section 3.8(a) of the Disclosure Schedule.

(b) Other Intellectual Property Rights Relating to the
Software. ISI is the sole and exclusive owner
throughout the United States of (i) all Copyrights,
whether or not registered, including but not limited
to the moral rights; (ii) all other Intellectual
Property rights, including, without limitation, trade
secrets, know-how, inventions (patented and
unpatented), and discoveries embodied in or used in
the development of the Software, or any part thereof,
and the screen displays generated by the Software;
and (iii) all Documentation; except with respect to
the Licensed Software and Supplier Software used in
the development of the Software listed on Section
3.8(b)(i) of the Disclosure Schedule or as otherwise
provided in Section 3.8(a) of the Disclosure
Schedule. Section 3.8(b)(ii) of the Disclosure

<PAGE> 19

Schedule contains a correct and complete list of all
registered Copyrights, the date of registration and
jurisdiction of such registrations. ISI has not filed
any patent applications and does not hold any patents
applicable to the business of the Info/Cure Group.

(c) Trademarks. The Info/Cure Group is the sole and
exclusive owner of the Trademarks which include all
identifying names and marks which are associated with
the Software or the Licensed Software or which are
otherwise used in the Business conducted by the
Info/Cure Group. A complete and correct list of all
the Trademarks is set forth in Section 1.03 of the
Disclosure Schedule. Section 1.03 of the Disclosure
Schedule also lists the date of registration,
registration number, and jurisdiction of such
registration of each Trademark or date of application
if the trademark application is pending.

(d) Software Developers. Section 3.8(d) of the Disclosure
Schedule sets forth the list of all persons and
entities (other than full time employees) that have
assisted at any time, directly or indirectly, in the
design, development, correction, improvement,
modification, and/or enhancement of the Software,
Copyrights and/or Trademarks. Section 3.8(d) of the
Disclosure Schedule also identifies the written
agreements and describes all oral agreements pursuant
to which each such person or entity assigned or
licensed its rights in such intellectual property to
ISI or acknowledged ISI's ownership rights therein.
Correct and complete copies of each such

<PAGE> 20

agreement or assignment has been furnished to AMC.
The employees and former employees of ISI do not have
any right, title or interest in the Software, ISI
Software, Licensed Software, Copyrights, Trademarks,
or other Intellectual Property. Section 3.8(d) of the
Disclosure Schedule sets forth the current form of
the standard ISI agreements with its employees.

(e) Rights of Licensees. The ownership rights of ISI in
Intellectual Property and Software set forth above
are subject only to the non-exclusive licenses
granted to end users and distributors by ISI as
described in Paragraph 3.10 of this Agreement.

(f) No Infringements. The Software, Licensed Software,
ISI Software, Documentation, Copyrights, Trademarks,
and other Intellectual Property do not, and did not
at any time, violate or infringe any copyright,
patent, trade secrets, know-how, trademarks or other
intellectual property rights of any third party, are
not in the public domain, have not been licensed
and/or permitted to be duplicated except as disclosed
in this Agreement or provided by law and, to the
knowledge of the Management of ISI, have not been
duplicated except as permitted under the applicable
licenses and law, have not been reverse compiled or
engineered and there are no claims or actions pending
or threatened or which have been brought asserting
such violation or infringement or that any Software,
Licensed Software, ISI Software, Documentation,
Copyrights, Trademarks, or other Intellectual

<PAGE> 21

Property used in the Business of the Info/Cure Group
is in the public domain.

(g) Licensed Software. ISI has the exclusive rights to
use, market, distribute, copy, sublicense, modify,
update, and service the Licensed Software and has not
granted any rights to use, market, distribute, copy,
sublicense, modify, update, and service the Licensed
Software to anyone except (i) licenses to end users
heretofore entered into to use and copy the Licensed
Software and (ii) the rights heretofore granted to
Distributors (as hereinafter defined). The entire
rights and obligations of ISI with respect to the
Licensed Software with the owner of certain code
included in the Licensed Software are set forth in
the License and Exclusive Distributorship Agreement
dated June 5, 1986 between Rickie D. Graham
("Licensor") and ISI, as licensee, and the Security
Agreement dated as of June 5, 1986 between Licensor
and ISI (collectively "Licensed Software
Agreements"). Neither ISI nor, to the knowledge of
ISI Management, Licensor is in default of its
obligations under the Licensed Software Agreements.
Pursuant to the Licensed Software Agreements, ISI has
the right, power and authority to grant to AMC the
exclusive rights set forth in the distributor
agreement ("Distributor Agreement") set forth in
Exhibit C hereto without royalty subject to the
rights heretofore granted to Distributors. Upon the
execution and delivery of the Distributor Agreement,
such agreement will constitute a valid and binding
agreement

<PAGE> 22

of ISI enforceable in accordance with its terms. ISI
will promptly disclose the Distributor Agreement to
Licensor as required under the Licensed Software
Agreements. A correct and complete copy of the
Licensed Software Agreements have been previously
provided to AMC.

(h) ISI Software. ISI is the exclusive owner of the
software described in Section 3.8(h) of the
Disclosure Schedule ("ISI Software") and has the
power and authority to enter into and to grant to AMC
the royalty free non-exclusive license and right to
use, market, distribute, copy, sublicense, modify,
update, and service the ISI Software in the health
care industry as set forth in Exhibit D and such
grant upon execution and delivery constitutes a valid
and binding agreement of ISI enforceable in
accordance with its terms.

(i) Supplier Software. ISI licenses and has licensed as
licensee for use in the conduct of the Business of
the Info/Cure Group as currently conducted only the
Supplier Software and the Licensed Software,
including class libraries and tools, solely for the
purposes set forth therein, and the Supplier Software
and the Licensed Software is the only software of
others used by the Info/Cure Group or used in the
conduct of the Business as currently conducted.

(j) Confidentiality. ISI has taken reasonable commercial
efforts and has required its employees, consultants,
and licensees to take reasonable

<PAGE> 23

commercial efforts to maintain the confidentiality of
the Intellectual Property, Software, Licensed
Software, and ISI Software.

(k) Source Code Escrow Agreements. ISI has not entered
into any source code escrow agreements. ISI has
granted non-exclusive licenses of the source code of
the Software and Licensed Software only for use by
end users for the support and maintenance of the
Software or Licensed Software licensed to such end
users.

(l) Clear Title. On the Closing Date, the right, title
and ownership of ISI in the Software, Documentation,
Intellectual Property, and all other Assets will be
free and clear of all mortgages, liens, restrictions,
security interests and rights of others.

3.9 PROPERTY AND EQUIPMENT

(a) No leases of fixed assets are being assumed by AMC.

(b) To the knowledge of the Management of ISI, the Fixed
Assets are generally in good operating condition and
repair, reasonable wear and tear excepted.

3.10 LICENSE AGREEMENTS

(a) ISI has not sold to others or leased or licensed
others to use the Software, Licensed Software,
Documentation, Copyrights, Trademarks, or other
Intellectual Property, or any part thereof, except
the granting of a non-exclusive right (i) to end
users to use released software products in the
ordinary course of the Business pursuant to end user
license agreements;

<PAGE> 24

and (ii) to distributors, dealers, OEM's and other
remarketers (collectively "Distributors") to use and
sublease the Software, Licensed Software and
Documentation. Section 3.10(a) of the Disclosure
Schedule contains a list of such Distributors. A
correct and complete copy of all written agreements
with Distributors currently outstanding has been
previously furnished to AMC. To the extent any
agreement is not in writing, a complete description
of the understanding is set forth in Section 3.10(a)
of the Disclosure Schedule.

(b) Section 3.10(b) of the Disclosure Schedule includes
all unfilled commitments to sell, lease or license
any products or services of the Info/Cure Group
hereafter. Section 3.10(b) of the Disclosure Schedule
shall be supplemented as of the Closing.

(c) The standard form of end user license agreement
currently used by ISI to license the Software is
listed in Section 3.10(c) of the Disclosure Schedule.

(d) Section 3.10(d) of the Disclosure Schedule contains a
list of all unfilled License Agreements, which list
shall be updated as of the Closing.

(e) The ISI is not in default of its obligations under
any License Agreement or agreement with any
Distributor and, to the knowledge of the Management
of ISI, the licensees are not in default under such
agreements.

3.11 CONSULTING AND DEVELOPMENT AGREEMENTS

Except for the Licensed Software Agreements, there are no
consulting and software development agreements, written and oral, entered into
by ISI pursuant to which others

<PAGE> 25

performed or are performing services as a consultant or in a similar capacity or
are developing software (regardless of the party who is to hold title to the
software) for ISI or the Info/Cure Group for use or license by the Info/Cure
Group.

3.12 MAINTENANCE/COMMITMENTS

(a) Section 3.3 of the Disclosure Schedule sets forth a
complete description of all commitments of ISI
outstanding to provide services, or support and/or
maintenance services, including to provide patches,
corrections, improvements, modifications and
enhancements of the Software or Licensed Software
(collectively "Maintenance Agreements"). A copy of
all written Maintenance Agreements has been made
available to AMC and, to the extent the Maintenance
Agreements are not in writing, a complete description
of the understanding is set forth in Section 3.12(a)
of the Disclosure Schedule.

(b) Section 3.12(b) of the Disclosure Schedule sets forth
all commitments of the Info/Cure Group to develop any
special feature or function or to port any software
not otherwise disclosed pursuant to this Agreement. A
correct and complete copy of the agreements has been
furnished to AMC. To the extent any such agreement or
commitment, whether legally binding or not, is oral,
a summary thereof is set forth in Section 3.12(b) of
the Disclosure Schedule.

(c) The Info/Cure Group has substantially complied with
its obligations under the Maintenance Agreements and
there is no basis for any claim against or

<PAGE> 26

default by the Info/Cure Group by any party arising
under the Maintenance Agreements.

3.13 ALL INTANGIBLE ASSETS USED IN THE BUSINESS

The Assets, Licensed Software, ISI Software, Supplier
Software, Copyrights, Trademarks, and other Intellectual Property constitute all
of the intangible assets used in the conduct of the Business as current being
conducted.

3.14 EMPLOYEES/CONSULTANTS/DIRECTORS

(a) Section 3.14(a) of the Disclosure Schedule sets forth
a list of all current employees and consultants
engaged by the Info/Cure Group or serving in such
capacity as of October 31, 1996 and their
compensation. Section 3.14(a) of the Disclosure
Schedule will be updated as of the Closing Date.

(b) Such employees are not represented by any collective
bargaining agreement or otherwise organized.

3.15 ASSUMED AGREEMENTS

(a) Sections 3.10 and 3.15(a) of the Disclosure Schedule
together list all unfilled commitments of ISI
relating to the Business as of October 31, 1996.
Section 3.15(a) shall be updated as of the Closing
Date. Such commitments represent all of the
then-outstanding obligations of the Business and, to
the knowledge of the Management of ISI, can be fully
fulfilled without a financial loss to the Info/Cure
Group and in a timely manner.

<PAGE> 27

(b) Except as set forth in Section 3.15(b) of the
Disclosure Schedule, ISI is not in default of any
term or condition under any unfilled agreements
listed on Sections 3.10 and 3.15(a) of the Disclosure
Schedule and there are no basis for any claim against
or default by ISI by any party arising under any such
agreement, and no event has occurred which under any
such agreement could constitute a default which would
give the other party the right to terminate the
contract or to demand money damages.

(c) ISI has not waived any of its rights under any of
such agreements listed on Section 3.10 or Section
3.15(a) of the Disclosure Schedule nor, to the
knowledge of Management of ISI, is the other party to
any such agreement in default in any respect under
any such agreement.

(d) Correct and complete copies of the agreements listed
in Section 3.15(a) of the Disclosure Agreement have
been made available to AMC.

3.16 LITIGATION AND ADVERSE EVENTS

There are no known investigations, suits, actions,
administrative, arbitration or other proceedings or other occurrences pending,
or, to the knowledge of the Management of ISI, threatened against ISI or the
Info/Cure Group arising out of the conduct of the Business.

3.17 COMPLIANCE WITH APPLICABLE LAW

ISI, in the conduct of the Business, is in substantial
compliance with all applicable laws, statutes, ordinances, permits and
regulations, including all such laws, statutes, ordinances and regulations
relating to wages, tax withholdings, hours, equal pay, equal opportunity, and
pollution of the environment, and there are no violations which, if enforced,
would materially

<PAGE> 28

adversely affect the Business or prospects of the Business after the Closing or
the value of the Assets; and no proceeding alleging any such violation is
pending or, to the knowledge of the managers of the Info/Cure Group, is
threatened.

3.18 TAXES AND TAX RETURNS

ISI has timely filed with the appropriate governmental
agencies all tax returns and reports required to be filed by it (or obtained
extensions in which to file). ISI has paid all taxes and withholdings of any
kind presently due and owing.

3.19 CONSENTS

No consents or approvals are required to effect the
transactions contemplated herein, except as set forth in Section 3.19 of the
Disclosure Schedule.

3.20 BROKERS AND FINDERS

Neither ISI nor any of its officers, directors, employees or agents
have employed any broker or finder or incurred any liability for any brokerage
fees, commissions or finders' fees in connection with the transactions
contemplated by this Agreement which is payable directly or indirectly, by AMC
or the successor of the Business.

3.21 NO UNTRUE STATEMENTS

No statements (including representations and warranties)
contained in this Agreement (including in the Disclosure Schedule hereto and
documents described as having been provided to AMC herein and therein), contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein contained not misleading.

<PAGE> 29

3.22 REPRESENTATIONS REGARDING NOTE

(a) ISI is acquiring the Note for the account of ISI (and
not for others) and for investment purposes only and
not with a view to distribution, as such is defined
by the Securities Act of 1933, as amended ("Act"), or
any rule or regulation thereunder ("Rules"), in
violation of the Act or any of the Rules;

(b) ISI has such knowledge and experience in financial
and business matters that ISI is capable of
evaluating the merit and economic risks of this
particular investment and acknowledges that an
investment in the Note involves risks;

(d) In making this decision to acquire the Note, ISI has
been given the opportunity to discuss the business,
management and financial affairs of AMC and its
subsidiaries with officers of AMC and has had the
opportunity to ask questions of, and to receive
answers from, such officers and to obtain additional
information necessary to verify the accuracy of the
information received and to evaluate AMC and ISI
desires no further information for such evaluation;
(e) ISI acknowledges that (i) ISI has heretofore been
furnished with the audited consolidated balance
sheets of AMC and subsidiaries as of January 31, 1996
and 1995, and the related consolidated statements of
operations, shareholders' equity and cash flows for
the years then ended and unaudited consolidated
condensed balance sheets as of July 31, 1996 and
1995, and

<PAGE> 30

the related consolidated condensed statements of
operations and cash flows for the fiscal quarters
then ended, including the annual report of AMC on
Form 10-KSB for the fiscal year ended January 31,
1996 and the quarterly reports on Form 10-QSB for the
periods ended April 30, 1996 and July 31, 1996; (ii)
ISI has been advised that AMC continues to operate at
a loss; and (iii) that no representations are or were
made by AMC to ISI with respect to the business or
financial affairs of AMC and its subsidiaries except
as set forth in the financial and other statements of
AMC as referenced in the preceding clause.

(f) ISI acknowledges that no representations were made by
AMC to ISI with respect to the business, management
or financial affairs of AMC and its subsidiaries
except that AMC is negotiating with several companies
the purchase of their businesses by AMC or an
affiliated company and the financing of such
purchases through a public offering. There can be no
assurances that such other acquisitions will be
effected or that such financing will occur or will be
sufficient to meet the obligations of AMC and its
subsidiaries, including its obligations pursuant to
this Agreement and the Note.

SECTION IV.
REPRESENTATIONS AND WARRANTIES OF AMC

AMC hereby represents and warrants to ISI on the date hereof and on the
date of the Closing as follows:

<PAGE> 31

4.1 ORGANIZATION AND STANDING OF AMC

AMC is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware; has full corporate power
and authority to conduct the business of developing, distributing and marketing
software including through its subsidiaries, and to purchase the Assets and has
full right, power and authority to issue the Note, as contemplated by this
Agreement.

4.2 AUTHORIZATION - AMC

(a) The execution, delivery and performance of this
Agreement and the purchase of the Assets by AMC,
including the issuance of the Note has been duly
authorized by all requisite corporate action on the
part of AMC. A duly certified copy of the resolutions
of the Board of Directors has been delivered to ISI.
This Agreement has been duly executed and delivered
by AMC and constitutes the legal, valid and binding
obligation of AMC enforceable against it in
accordance with its terms.

(b) The execution of this Agreement, and the consummation
by AMC of the transactions contemplated herein on the
Closing, will not violate, or result in a default
under, any of the provisions of the Certificate of
Incorporation or By-Laws of AMC, any mortgage,
indenture, contract, agreement, license, permit,
instrument, judgment, decree, order, statute,
regulation or ruling of any court or governmental
authority to which AMC is a party or by which it is
bound.

<PAGE> 32

4.3 BROKERS AND FINDERS

Neither AMC nor any of its officers, directors, employees or
agents have employed any broker or finder or incurred any liability for any
brokerage fees, commissions or finders' fees in connection with the transactions
contemplated by this Agreement which is payable directly or indirectly by ISI.

4.4 NO UNTRUE STATEMENTS

No statements (including representations) by AMC contained in
this Agreement, and no written statements furnished by AMC to ISI pursuant to
this Agreement, contain any untrue statement of a material fact, or omit to
state a material fact necessary in order to make the statements therein
contained not misleading.

SECTION V.
CONDITIONS TO THE OBLIGATIONS OF AMC

Each and every obligation of AMC under this Agreement to be performed
on or prior to the Closing Date shall be subject to the satisfaction on or prior
to the Closing Date of each of the following conditions, any of which condition
may be waived in writing by AMC, but such waiver shall not waive any
representation, warranty or covenant of ISI.

5.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE

The representations and warranties made by ISI herein shall be
true and correct in all material respects on the date of this Agreement and on
the Closing Date with the same effect as though made on the Closing Date; ISI
shall have performed and complied with all agreements, covenants and conditions
required by this Agreement to be performed and complied with by it prior to or
on the Closing Date; and ISI shall have delivered to AMC a certificate of an
officer of

<PAGE> 33

ISI in substantially the form attached hereto as Exhibit E, dated the Closing
Date, certifying as to the fulfillment of the foregoing conditions.

5.2 THIRD PARTY CONSENTS

All consents, approvals or authorizations from third parties
or government agencies required to consummate the transactions contemplated
hereby and contemplated by this Agreement, including the consents set forth
pursuant to paragraph 3.19 except that no consents shall be required for the
transfer of the Maintenance Agreements and of the Supplier Software, except for
the IBM SC/400 response line software.

5.3 OPINION OF ISI'S COUNSEL

An opinion of counsel to ISI dated the Closing and addressed
to AMC reasonably satisfactory in all respects to AMC.

5.4 AUTHORIZATION

Evidence that all actions required to be taken by ISI pursuant
to this Agreement, including the execution and delivery thereof, has been taken
to authorize and consummate the transactions contemplated herein, including
copies of the articles of incorporation, bylaws, and board resolutions certified
by the secretary or assistant secretary of ISI.

5.5 BILL OF SALE

Bill of sale and such other documents assigning and
transferring the Assets to AMC duly executed on behalf of ISI and delivery of
possession of the Assets, including the source and object code of the Software,
Licensed Software and ISI Software and the object code of Supplier Software to
the extent it is assignable.

<PAGE> 34

5.6 MANAGEMENT AGREEMENT

Management Agreement in the form of Exhibit F is duly executed
by ISI and delivered by ISI to AMC.

5.7 DISTRIBUTOR AGREEMENT

Distributor Agreement in the form of Exhibit C is duly
executed by ISI and delivered by ISI to AMC.

5.8 ISI SOFTWARE LICENSE AGREEMENT

ISI Software License Agreement in the form of Exhibit D is
duly executed and delivered by ISI to AMC.

5.9 UPDATE DISCLOSURE SCHEDULE

ISI shall have updated the Disclosure Schedule as herein
provided.

SECTION VI.
CONDITIONS TO THE OBLIGATIONS OF ISI

Each and every obligation of ISI under this Agreement to be performed
on or prior to the Closing Date shall be subject to the satisfaction on or prior
to the Closing Date of each of the following conditions, any of which conditions
may be waived in writing by ISI, but such waiver shall not waive any
representation, warranty, or covenant of AMC:

6.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE

The representations and warranties made by AMC herein shall be
true and correct in all material respects on the date of this Agreement and on
the Closing Date with the same effect as though made on the Closing Date; AMC
shall have performed and complied with all agreements, covenants and conditions
required by this Agreement to be performed and complied

<PAGE> 35

with by it on or prior to the Closing Date; and AMC shall have delivered to ISI
a certificate of an officer of AMC in substantially the form attached hereto as
Exhibit G, dated the Closing Date, certifying as to the fulfillment of the
foregoing conditions.

6.2 OPINION OF COUNSEL TO AMC

An opinion of Glass, McCullough, Sherrill & Harrold, counsel
to AMC, dated the Closing, reasonably satisfactory in all respects to ISI.

6.3 NOTE

Note in the form of Exhibit A is duly executed by AMC and
delivered by AMC to ISI.

6.4 AUTHORIZATION

Evidence that all actions required to be taken by AMC pursuant
to this Agreement, including its execution and delivery and the issuance of the
Note has been duly authorized, including copies of the articles of
incorporation, bylaws, and board resolutions certified by the secretary or
assistant secretary of AMC.

6.5 ASSUMPTION AGREEMENT

An agreement by AMC assuming the Assumed Obligations as of the
Closing Date in the form of Exhibit H.

6.6 MANAGEMENT AGREEMENT

Management Agreement in the form of Exhibit F is duly executed
by AMC and delivered by AMC to ISI.

<PAGE> 36

6.7 DISTRIBUTOR AGREEMENT

Distributor Agreement in the form of Exhibit C is duly
executed by AMC and delivered by AMC to ISI.

6.8 ISI SOFTWARE LICENSE AGREEMENT

The ISI Software License Agreement in the form of Exhibit D is
duly executed by AMC and delivered by AMC to ISI.

6.9 FINANCING STATEMENT

UCC-1 financing statement listing the Assets as collateral to
secure amounts payable by AMC pursuant to the Note and/or this Agreement duly
executed by AMC and delivered by AMC to ISI.

SECTION VII.
CONDUCT OF BUSINESS

7.1 CONDUCT OF BUSINESS Since the date hereof to the Closing, except as
otherwise consented to or approved by AMC in writing, ISI hereby covenants and
agrees that:

(a) Maintain Corporate Existence, Etc. ISI shall (i)
conduct the Business in a manner consistent with past
management practices, including maintaining adequate
personnel to maintain and service the Software, ISI
Software and Licensed Software and paying payables in
the normal course of business consistent with past
practices; (ii) continue to maintain the Software,
ISI Software, and Licensed Software consistent with
current management practices; (iii) market and
license the Software and ISI Software to end users,
and with the written consent of AMC, to distributors;
and (iv) grant

<PAGE> 37

non-exclusive licenses of the Software and ISI
Software to end users pursuant to its standard end
user license agreement at its standard fees.

(b) Disposition of Assets. ISI will not sell or otherwise
dispose of any Asset except for the granting of
non-exclusive licenses as permitted pursuant to
paragraph 7.1(a).

(c) Full Access. ISI shall have afforded to AMC, and to
AMC's counsel, accountants and other authorized
representatives, full access to the facilities,
contracts, books, records, Software, Licensed
Software, ISI Software, Supplier Software, key
personnel and public accountants of ISI relating to
the Business during normal business hours upon
reasonable prior notice; and ISI shall cause its
officers and employees to promptly furnish such
additional financial and operating data and other
information as AMC, its authorized representatives
shall from time to time reasonably request regarding
the Business.

SECTION VIII.
CONFIDENTIALITY AND SECURITY

8.1 CONFIDENTIALITY

(a) The parties acknowledge that information, documents
and materials have been exchanged since August 1,
1996. Such disclosures have been made under a
confidentiality understanding. The provisions of this
Section VIII reflect the understanding with respect
to all such exchanges and the permitted use and
disclosure by a party hereafter of any confidential

<PAGE> 38

information and proprietary property of the other
party regardless of when acquired. Each party hereto
hereby agrees that all information, documents and
materials the party ("Recipient") received heretofore
and receives hereafter from any other party ("Owner")
shall be considered valuable assets of such
disclosing party and are at all times to be treated
by the parties and their officers, directors,
employees and agents as confidential information or
trade secrets of the Owner if so identified as such
or which under the circumstances surrounding
disclosure ought to be treated as confidential
information or trade secrets. All financial
information of ISI or of the Info/Cure Group shall be
considered to be confidential information. Each party
agrees that it shall not hereafter (and shall use
commercially reasonable efforts to ensure that its
officers, directors, employees and consultants do
not) in any manner, directly or indirectly (i)
transmit, disclose or otherwise communicate or make
available any such confidential information or trade
secrets to any third party, or (ii) use the same for
its own account or for the benefit of any third
party, other than as permitted by this Agreement; or
(iii) make any copies of any such confidential
information or trade secrets except as is necessary
to perform its obligations or exercise its rights
hereunder. The parties each agree not to reverse
engineer or reverse compile the computer software of
any other party except to the extent permitted by
law.

<PAGE> 39

(b) Each party hereafter shall take all commercially
reasonable actions necessary or desirable, including
with respect to its officers, directors, employees
and all other persons having access to the
Intellectual Property, to satisfy its obligations to
protect and maintain the confidentiality and security
of the Intellectual Property, including the source
code of the Software.

(c) It is recognized and acknowledged between the parties
hereto that the covenants respecting confidentiality
set forth in this Section VIII hereof are essential
elements of this Agreement and shall continue after
the Closing or the termination of this Agreement for
any reason. Each party further acknowledges that
Owner of confidential information and trade secrets
may have no adequate remedy at law if the Recipient
shall violate the terms thereof. In such event, the
Owner shall have the right, in addition to any other
rights and remedies it may have, to obtain in any
court of competent jurisdiction injunctive relief to
restrain any breach or threatened breach thereof or
otherwise specifically enforce the provisions of this
Agreement.

(d) The parties each agree as follows:

(i) Confidential information or trade secret
that is disclosed shall not be disclosed to others, except to
directors, officers, employees and consultants of the
Recipient having a need to know in connection with the
consideration and/or consummation of the transactions
contemplated herein.

<PAGE> 40

(ii) The Recipient, when receiving such
confidential information or trade secrets from the Owner,
shall protect such confidential information with the same
degree of care that Recipient regularly employs to safeguard
its own confidential information or trade secret of like
importance from unauthorized use or disclosure.

(iii) The rights and obligations of the
parties with respect to all such confidential information that
is disclosed and subject to this Agreement shall survive
termination of this Agreement and shall remain in effect for a
period of five (5) years from the date of this Agreement. The
expiration of the above five (5) years shall not effect any
rights of the parties with respect to patents, trademarks,
copyrights and trade secrets. Trade secrets shall be so
protected as long as they may be legally protected or
constitute a trade secret.

(iv) Any portion of such confidential information or
trade secret that:

(A) is rightfully received from a third
party without accompanying markings or disclosure restrictions;

(B) is independently developed by employees
of the receiving party who have not had access to such confidential information
or trade secret;

(D) is already known by the receiving party
as evidenced by documentation bearing a date prior to the date of disclosure; or

<PAGE> 41

(E) is approved for release in writing by an
authorized representative of the Owner;
is not entitled to the protection provided herein, except patents, trademarks
and copyrights.

(e) Confidential information and trade secrets of the
Info/Cure Group have been and will be used by AMC
only in connection with its evaluation of the
Info/Cure Group and the decision of AMC to purchase
the Info/Cure Group and by ISI only in furtherance of
the business of the Info/Cure Group prior to the
Closing.

(f) Notwithstanding the foregoing, nothing herein shall
restrict the right of either party to disclose such
confidential information or trade secret that is
disclosed pursuant to a judicial order, but only to
the extent so ordered, provided, however, that the
party receiving such order shall notify the other
party of such order in sufficient time to permit such
other party to intervene in response to such order,
and provided that the confidential or proprietary
markings remain on the information disclosed.

(g) All such confidential information and trade secrets
and copies thereof shall remain the property of the
Owner. All such written confidential information and
trade secrets, and any copies thereof, shall be
promptly returned to the Owner upon written request,
or destroyed at the Owner's options. All reports and
other documents prepared by a recipient containing
any such confidential information or trade secrets
shall be destroyed at the Owner's written request and
the recipient shall so certify to

<PAGE> 42

Owner upon Owner's request that it has been
destroyed. The restrictions on disclosure and use
shall survive the return and destruction of such
written confidential information and trade secrets,
reports and other documents and the Closing.

(h) Upon the Closing, all trade secrets and confidential
information owned by ISI and sold or otherwise
transferred to AMC shall be deemed to be owned by AMC
as of the Closing for purposes of this Agreement,
including this Section VIII, and ISI shall deliver or
cause to be delivered all tangible evidence of such
confidential information or trade secrets to AMC.

SECTION IX.
INDEMNIFICATION

9.1 INDEMNIFICATION BY ISI

(a) ISI hereby agrees to indemnify and hold AMC,
including the successor of the Business (collectively
"Purchaser" for purposes of this Section IX only)
harmless at all times from and after the Closing,
against and in respect of the following:

(i) All losses, liabilities, costs and
damages, including without limitation, interest, penalties and
fines, resulting from any (a) breach of a representation or
warranty of ISI set forth herein or (b) non-fulfillment of any
agreement or covenant, on the part of ISI set forth herein.

<PAGE> 43

(ii) All expenses, including reasonable
attorney fees, arising from or incurred in connection with
suits, proceedings, decrees or judgments incident to any of
the foregoing.

All losses, liabilities, costs, damages and expenses for which indemnification
is provided herein are collectively referred to as "AMC Losses".

(b) The period during which Purchaser must give notice in
writing to ISI of claims for indemnification
hereunder shall expire eighteen (18) months after the
Closing except that such period shall be extended to
the applicable statute of limitations plus thirty
(30) days with respect to claims for unpaid taxes and
failure to file required tax reports, including
related interest, penalties and fines ("Tax Claims").

(c) Interest at the rate payable on the Note shall accrue
on all amounts to be indemnified from the date of the
Closing to the date of payment by ISI, or if payment
of an AMC Loss is made after the Closing by
Purchaser, from the date of such payment by Purchaser
to the date of indemnification by ISI.

(d) The total liability of ISI under this Section IX
shall not exceed the consideration received by ISI
pursuant to Section II less $150,000. ISI may make
such payment by reducing the amounts payable pursuant
to the Note.

(e) In the event that any third party asserts an action
or claim as to which Purchaser is entitled to
indemnification hereunder, Purchaser shall notify

<PAGE> 44

ISI in writing of any such asserted liability with
reasonable promptness, and ISI shall have a right to
compromise or defend any such matter involving such
asserted liability, through counsel of its own
choosing who shall be subject to the approval of the
Purchaser, which approval will not be unreasonably
withheld, at the expense of ISI; provided, however,
that ISI shall indemnify Purchaser against any costs
and damages resulting from the failure of ISI to
defend or pay such claims. In the event ISI shall
notify Purchaser in writing promptly of the intention
of ISI to do so, Purchaser shall cooperate with ISI
and its counsel in the compromising of or the
defending against any such liabilities or claims, at
the expense of ISI and provide ISI with reasonable
access to the books and records of the Info/Cure
Group to the extent necessary for the compliance with
any document request and the reasonable defense of
such claim.

(f) Purchaser shall be entitled to payment hereunder with
respect to AMC Losses for which ISI has agreed to
indemnify pursuant to paragraph 9.1(a)(i)(a) only if
and to the extent the aggregate of such AMC Losses
under this Agreement exceed Fifteen Thousand Dollars
($15,000).

(g) ISI shall not be deemed to have breached any
warranty, representations or covenant by reason of a
change after the Closing in the law or in generally
accepted accounting principles.

(h) The amount of any AMC Loss shall be reduced by
amounts received by the Purchaser under any policy of
insurance maintained by ISI prior to the

<PAGE> 45

Closing. Amounts received from any such policy of
insurance after the receipt of payment of any AMC
Loss from ISI shall be promptly reimbursed to ISI.

(i) Any payment by ISI to AMC under this Section IX or
otherwise in respect of the warranties,
representations and covenants set out herein shall be
treated as a reduction of the consideration due to
ISI under this Agreement.

9.2 INDEMNIFICATION BY AMC

(a) AMC hereby agrees to indemnify and hold ISI harmless
at all times from and after the Closing, against and
in respect of the following:

(i) All losses, liabilities,
costs and damages, including without limitation, interest,
penalties and fines, resulting from any (a) breach of a
representation or warranty of AMC set forth herein or (b)
non-fulfillment of any agreement or covenant, on the part of
AMC set forth herein or of any condition precedent to Closing
set forth in Section VI under this Agreement.

(ii) All expenses, including
reasonable attorney fees, arising from or incurred in
connection with suits, proceedings, decrees or judgments
incident to any of the foregoing.

All losses, liabilities, costs, damages and expenses for which indemnification
is provided herein are collectively referred to as "ISI Losses".

<PAGE> 46

(b) The period during which ISI must give notice in
writing to AMC of claims for indemnification
hereunder shall expire on the second anniversary of
the Closing.

(c) Interest at the rate payable on the Note shall accrue
on all amounts to be indemnified from the date of the
Closing to the date of payment by AMC, or if payment
of an ISI Loss is made after the Closing by ISI, from
the date of such payment by ISI to the date of
indemnification by AMC.

(d) The total liability of AMC under this Section IX
shall not exceed the consideration received or to be
received by ISI pursuant to Section II. AMC may make
such payment by increasing the amounts payable
pursuant to the Note.

(e) In the event that any third party asserts an action
or claim as to which ISI is entitled to
indemnification hereunder, ISI shall notify AMC in
writing of any such asserted liability with
reasonable promptness, and AMC shall have a right to
compromise or defend any such matter involving such
asserted liability, through counsel of its own
choosing who shall be subject to the approval of ISI,
which approval will not be unreasonably withheld, at
the expense of AMC; provided, however, that AMC shall
indemnify ISI against any costs and damages resulting
from the failure of AMC to defend or pay such claims.
In the event AMC shall notify ISI in writing promptly
of the intention of AMC to do so, ISI shall cooperate
with AMC and its counsel in the compromising of or
the defending against any such liabilities or

<PAGE> 47

claims, at the expense of AMC and provide AMC with
reasonable access to the books and records of the
Info/Cure Group to the extent necessary for the
compliance with any document request and the
reasonable defense of such claim.

(f) ISI shall be entitled to payment hereunder with
respect to ISI Losses for which AMC has agreed to
indemnify pursuant to paragraph 9.2(a)(i)(a) only if
and to the extent the aggregate of such ISI Losses
under this Agreement exceed Fifteen Thousand Dollars
($15,000).

(g) AMC shall not be deemed to have breached any
warranty, representations or covenant by reason of a
change after the Closing in the law or in generally
accepted accounting principles.

(h) The amount of any ISI Loss shall be reduced by
amounts received by ISI under any policy of insurance
maintained by AMC prior to the Closing. Amounts
received from any such policy of insurance after the
receipt of payment of any ISI Loss from AMC shall be
promptly reimbursed to AMC.

(i) Any payment by AMC to ISI under this Section IX or
otherwise in respect of the warranties,
representations and covenants set out herein shall be
treated as an increase of the consideration due to
ISI under this Agreement.

9.3 REIMBURSEMENT

Purchaser or ISI, as the case may be, shall be reimbursed
promptly for any ISI or AMC Losses for which it is to be indemnified under
paragraph 9.1 or 9.2. Purchaser and ISI shall have the right to set off and
deduct any AMC Loss or ISI Loss, as the case may be, against the

<PAGE> 48

amount of any obligation of such person however arising to the other person,
including amounts payable by AMC pursuant to the Note. In the event of any
dispute as to the right to set off or deduction of any amount or the amount of
the AMC or ISI Loss, the dispute shall be resolved as provided in paragraph 9.5.
If ISI reimburses Purchaser for a breach of the warranties and representations
set forth in paragraph 3.7, Purchaser shall assign all uncollected receivables
to ISI without further consideration.

9.4 CLAIMS

Should any claim be made by a person not a party to this
Agreement with respect to any matter to which the foregoing indemnity relates
for which the indemnifying party has not elected to compromise or defend as set
forth in paragraph 9.1(e) or 9.2(e), the party to be indemnified, on not less
than fifteen (15) days' notice to the other, may make settlement of such claim,
and such settlement shall be binding on ISI and Purchaser for the purposes of
this Section IX; provided, however, that if within said fifteen (15) day period
the indemnifying party shall have requested the other party to contest any such
claim at the expense of the indemnifying party and has provided reasonable
assurances of the ability of the indemnifying party to pay such expenses and
other losses should such occur, the indemnified party will promptly comply and
the indemnifying party shall have the right to defend on its own behalf with
counsel of its own choosing at its expense. Any payment or settlement resulting
from such contest, together with the total expense thereof, shall be binding on
ISI and Purchaser for the purposes of this Section IX. Failure to give notice
shall not constitute a defense, in whole or in part, to any claim by the
indemnified party except and only to the extent that such failure to do so shall
result in material prejudice to the indemnifying party.

<PAGE> 49

9.5 RESOLUTION OF DISPUTES

In the event of any dispute between Purchaser and ISI over any
claim by or on behalf of Purchaser or ISI for indemnification under this Section
IX and the parties are unable to resolve such dispute, either party may submit
the dispute to binding arbitration as hereinafter provided. The arbitration
shall be in accordance with the Commercial Arbitration Rules of the American
Arbitration Association ("AAA") then in effect. The arbitration shall be held
before three arbitrators, unless the amount in dispute is less than One Hundred
Thousand Dollars ($100,000), in which event the arbitration shall be held before
one arbitrator. In the event the arbitration is to be held before three
arbitrators, ISI and AMC shall each appoint one arbitrator within thirty (30)
days of the receipt of notice by the party commencing the arbitration which
includes a copy of the petition filed with the AAA. The arbitrators shall select
the third arbitrator. In the event the two arbitrators fail to do so within
fifteen (15) days of their appointment or in the event a party hereto fails to
designate an arbitrator or in the event only one arbitrator is to be appointed,
such arbitrator(s) shall be appointed by the AAA. The arbitrator(s) shall be
knowledgeable in the business of software development and distribution. All
decisions shall be by majority vote of the arbitrators. The award of the
arbitrator(s) shall be binding on the parties hereto and such awards may be
entered in any applicable court. Arbitration and all hearings in connection
therewith shall be held in Atlanta or Norcross, Georgia if ISI submits the
dispute to binding arbitration and in Charlotte, North Carolina if Purchaser
submits the dispute to binding arbitration. The arbitrator shall have no
authority to award punitive damages or any other awards other than as herein
contemplated. Notwithstanding the foregoing, the parties hereto may seek in a
court proceeding a restraining order, or a preliminary or permanent injunction
as permitted by

<PAGE> 50

law or equity whenever applicable to enjoin the unauthorized use of the
confidential information or trade secret of a party hereto. All parties hereto
agree to service by mail in any such proceedings.

SECTION X.
COVENANT NOT TO COMPETE

(a) For a period of five (5) years following the Closing
Date, ISI agrees that it will not, directly or
indirectly, including through an Affiliate, own,
manage, operate, control, be engaged in, or
participate in the ownership, management, operation,
or control of or be connected in any manner or have
any other direct or indirect financial interest in
any business, firm, person, partnership, corporation,
or concern which is engaged in any business of the
type and character which is competitive with the
Business which is being purchased by AMC in the
United States. ISI acknowledges that the Business was
conducted throughout the United States.

(b) Notwithstanding the covenants contained in
subparagraph (a), ISI shall not be prohibited from
owning less than 5% of any class of equity securities
of a company which is listed on a recognized stock
exchange or for which prices are quoted on the
National Association of Securities Dealers Automated
Quotation System.

(c) During the non-compete period set forth in
subparagraph (a), ISI will not suggest, urge or
persuade any user of the Software or Licensed
Software

<PAGE> 51

or ISI Software not to purchase or not to do business
with AMC or the successor of the Business.

(d) Each state of the United States and each month of
time covered by this covenant not to compete shall be
deemed a severable unit, and should any court
determine that the inclusion of all such states or
months would render any such undertaking unreasonable
or unenforceable for any reason, those units which
are necessary in the judgment of the court to be
deleted in order to render such undertaking
reasonable and enforceable shall be deemed free of
such non-compete undertaking but such undertaking
shall remain in full force and effect as to each
other unit of territory or time.

(e) ISI agrees that in addition to any other rights and
remedies available to AMC for any breach by ISI of
its obligations under this Section X, AMC shall be
entitled to enforcement of ISI's obligations
hereunder by court injunction or other equitable
remedy and ISI in such proceeding will not take the
position that AMC has an adequate remedy at law.

SECTION XI.
TERMINATION AND ABANDONMENT

11.1 TERMINATION AND ABANDONMENT

This Agreement may be terminated at any time and the purchase
of the Assets as herein contemplated abandoned at any time prior to the Closing
without liability of any party to any other party, except for breaches of
warrants, representations, and covenants set forth in this

<PAGE> 52

Agreement which are within the control of the defaulting or non-performing
party, under the following circumstances:

(a) The mutual written agreement of AMC and ISI;

(b) By AMC if the Closing has not occurred before
December 15, 1996 because all conditions to the
obligations of AMC have not been satisfied or waived
or because ISI has not made all required deliveries
pursuant to Section V;

(c) By ISI if the Closing has not occurred before
December 15, 1996 because all conditions to ISI's
obligations have not been satisfied or waived or
because AMC has not made all required deliveries
pursuant to Section VI; and

(d) Any party may terminate by written notice to the
other if any action or proceeding shall have been
instituted before any court or other governmental
body or, to the knowledge of the party giving such
notice, shall have been threatened formally in
writing by any public authority with requisite
jurisdiction, to restrain or prohibit the
transactions contemplated by this Agreement or to
subject one or more of the parties or their directors
or their officers to liability on the grounds that it
or they have breached any law or regulation or
otherwise acted improperly in connection with such
proposed transactions ("Governmental Objection"), and
such action or proceeding shall not have been
dismissed or such written threat shall not have been
withdrawn or rescinded before November 30, 1996.

<PAGE> 53

11.2 RIGHTS AND OBLIGATIONS ON TERMINATION

If this Agreement is terminated and abandoned as provided in
this Section XI, each party will, at the request of the other, return all
documents, work papers, and other material of the requesting party, including
all copies thereof, relating to the transactions contemplated by this Agreement,
whether so obtained before or after the execution of this Agreement, to the
party furnishing the same, and all information received by any party to this
Agreement with respect to the business of any other party shall not at any time
be used for the advantage of, or disclosed to third parties by, such party to
the detriment of the party furnishing such information except as may be required
by law; provided, however, that this shall not apply to any document, work
paper, material, or any other information which is a matter published in any
publication for public distribution or filed as public information with any
governmental authority or is otherwise in the public domain.

SECTION XII.
MISCELLANEOUS PROVISIONS

12.1 INVESTIGATIONS; SURVIVAL OF WARRANTIES

The respective representations, warranties and covenants of
ISI and AMC contained herein or in any certificates or other documents delivered
prior to or on the Closing shall not be deemed waived or otherwise affected by
any investigations made by any party hereto. Each and every representation,
warranty and covenant of ISI and AMC and the indemnification provisions set
forth in Section IX hereof, shall survive the Closing and remain operative in
full force and effect as provided in Section IX.

<PAGE> 54

12.2 HEADINGS

The paragraph captions and other headings contained in this
Agreement are for reference purposes only and shall not be deemed to be part of
this Agreement or to affect its meaning or interpretation.

12.3 FURTHER ASSURANCES

The parties hereto shall do and perform or cause to be done
and performed all such further acts and things and shall execute and deliver all
such other agreements, certificates, instruments and documents as the other
party hereto may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement, including requests made after the
Closing.

12.4 FORCE MAJEURE

Neither party hereto shall be liable for failure or delay in
performing any of its obligations hereunder if such failure or delay is
occasioned by compliance with any governmental regulation, request or order, or
by circumstances beyond the reasonable control of the party so failing or
delaying, including, but not limited to, Acts of God, war, insurrection, fire,
flood, accident, labor strikes, or inability to obtain materials, supplies,
power or equipment necessary to enable such party to perform its obligations
hereunder. Each party shall (a) promptly notify the other in writing of any such
event of force majeure, the expected duration thereof and its anticipated effect
on the ability of such party to perform its obligations hereunder, and (b) make
reasonable efforts to remedy any such event of force majeure.

<PAGE> 55

12.5 CUMULATIVE REMEDIES

Except as herein provided and subject to any applicable
limitation herein provided, the parties shall have all remedies for breaches of
this Agreement available to them provided by law or equity.

12.6 ENTIRE AGREEMENT

This Agreement embodies the entire agreement between the
parties hereto regarding the sale of the Assets and related matters. No
representations or agreements, whether written or oral, other than those
contained or referenced herein, shall be binding on the parties.

12.7 SPECIFIC PERFORMANCE

This Agreement may be specifically enforceable in accordance
with applicable principles of law and equity. The parties hereby acknowledge
that it is impossible to measure the monetary damages which would result from a
party's failure to perform any obligation imposed upon such party by this
Agreement. Therefore, if any party hereto should institute an action or
proceeding to enforce the provisions hereof, any other party against whom such
action or proceeding is thereby brought hereby waives the claim or defense that
such party has an adequate remedy at law, and such person shall not urge in any
action or proceeding the claim or defense that an adequate remedy at law exists.

12.8 NOTICES

All notices or other communications required or permitted to
be given hereunder shall be given in writing to the last authorized
address/telecopier number of the intended recipient, provided in writing to the
party giving such notice and shall be deemed to have been duly given on (i) the
date of receipt if personally delivered or delivered by overnight courier, (ii)
five (5)

<PAGE> 56

business days after posting if transmitted by postage prepaid registered or
certified mail (return receipt requested), or (iii) the date of transmission if
transmitted by telecopy (with postage prepaid registered or certified mail
confirmation) to the party to whom such notice or communication is being given.
Any party hereto may change such party's address or the person to whom notice is
given for purposes hereof by written notice to the other parties. Such notices
are effective only upon receipt.

12.9 NON-WAIVER OF DEFAULT

Any failure by any party hereto at any time or from time to
time to enforce and/or require strict compliance with any term or condition of
this Agreement shall not constitute a waiver of such term or condition. All
waivers hereunder must be in writing executed by the party waiving the right.
The consummation of the transactions with knowledge of a breach of a warranty,
representation or covenant shall not constitute a waiver of any such warranty,
representation or covenant.

12.10 PARTIAL INVALIDITY

If any term or provision of this Agreement, not essential to
the basic purposes of the transactions contemplated herein, shall be held to be
illegal, invalid or unenforceable by a court or arbitrator of competent
jurisdiction, it is the intention of the parties hereto that (i) the remaining
terms hereof shall constitute the agreement with respect to the subject matter
hereof, (ii) all such remaining terms shall remain in full force and effect and
shall be deemed to constitute the entirety of this Agreement as though such
illegal, invalid or unenforceable provision had never been part hereof, and
(iii) such illegal, invalid, or unenforceable provision shall be construed as

<PAGE> 57

closely as possible to the parties' original intent in order to render such
provision legal, valid, or enforceable, as applicable.

12.11 DUPLICATE ORIGINALS

For the convenience of the parties hereto, any number of
counterparts hereof may be executed, and such counterparts, taken together,
shall be deemed one and the same original.

12.12 ASSIGNMENT

This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of ISI and AMC and their successors and
assigns. AMC may on or prior to the Closing designate a subsidiary as the
purchaser of the Assets; provided, however, AMC shall remain liable to ISI for
any breach of its warranties, representations and covenants contained herein and
shall guaranty payment of all amounts due under the Note.

12.13 FEES AND EXPENSES

Each party hereto shall pay all expenses it has incurred,
including attorneys' and accountants' fees, in connection with this Agreement
and the transactions contemplated hereby. ISI shall pay all sales and use taxes
payable, if any, upon the transfer of the Assets.

12.14 GOVERNING LAW

This Agreement shall be governed by the laws of the State of
Georgia (regardless of the laws that might be applicable under principles of
conflicts of law) as to all matters, including, but not limited to, matters of
validity, construction, effect and performance.

<PAGE> 58

12.15 COUNTERPARTS AND EXHIBITS

This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. The Disclosure Schedule is made a part
of this Agreement.

12.16 PUBLICITY

ISI shall make no public announcement of the entering into of
this Agreement or the terms and conditions hereof without the prior written
consent of AMC thereto. ISI acknowledges that AMC, as a publicly-held company,
may be required or deem it desirable to make such public disclosure of the
execution of this Agreement and the terms and conditions hereof at any time
hereafter. With respect to any disclosure prior to the Closing, AMC shall
provide ISI with a copy of any such disclosure promptly after it is made and, to
the extent practical, will review any proposed press release with ISI before it
is released. After the Closing, the parties shall have no obligations to the
other under this paragraph 12.16.

INFO SYSTEMS OF NORTH CAROLINA, INC.

By: /S/ James J. Kenney
--------------------------------
Name: James J. Kenney
Title: Senior Vice President

ADDRESS FOR NOTICE:

Address: 7500 East Independence Blvd.
Charlotte, N.C. 28227
Telecopy No.: (704) 567-8958
Attention: James Kenney

<PAGE> 59

AMERICAN MEDCARE CORPORATION

By: /S/ Frederick L. Fine
--------------------------------
Name: Frederick L. Fine
Title: President

ADDRESS FOR NOTICE:

Address: 2970 Clairmont Road, Suite 950
Atlanta, Georgia 30329
Telecopy No.: 404/636-7525
Attention: President

<PAGE> 60

EXHIBIT B

The total consideration for the Assets plus the Assumed Obligation
shall be allocated to Assets of the Company in the following manner:

ACCOUNTS RECEIVABLE: Face value less reasonable reserve for doubtful
accounts

SOFTWARE - FAIR MARKET VALUE

EQUIPMENT: At fair market value as the parties agree

PREPAID EXPENSES AND OTHER CURRENT ASSETS: At values consistent with
financial statements of prior periods

ASSUMED OBLIGATIONS: In accordance with generally accepted accounting
principles

RESIDUAL: Allocated to going concern, or goodwill as agreed by the
parties.

The payment in cash of $150,000 of the Purchase Price on the Closing
shall be allocated to the value of the Accounts Receivable.

<PAGE> 1
EXHIBIT 10.9

EXHIBIT A

THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE
SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY
NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION, OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION, UNDER THE SECURITIES ACT OF 1933
AND UNDER ALL APPLICABLE STATE SECURITIES LAWS. FURTHERMORE, NO OFFER, SALE OR
OTHER TRANSFER IS TO BE EFFECTED WITHOUT THE RECEIPT OF A WRITTEN OPINION
REASONABLY SATISFACTORY TO THE CORPORATION, OF COUNSEL REASONABLY SATISFACTORY
TO THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED. TRANSFERS OF THIS NOTE
SHALL BE MADE ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS.

PROMISSORY NOTE ("NOTE") OF
HEALTH CARE DIVISION, INC.

$1,550,000 December 3, 1996
Principal Amount

FOR VALUE RECEIVED, the undersigned Health Care Division, Inc., a
Georgia corporation ("Payor"), hereby promises to pay in immediately available
funds to Info Systems of North Carolina, Inc. ("Payee") at 7500 East
Independence Boulevard, Charlotte, North Carolina 28227, the principal sum of
One Million Five Hundred Fifty Thousand Dollars ($1,550,000).

Interest shall accrue on the principal amount outstanding under this
Note from time to time at the prime rate (as reported in The Wall Street
Journal) plus 2% per annum adjusted as of the first (1st) day of each calendar
quarter until full and final payment, and compounded quarterly. Interest shall
be computed on the basis of a year of 365 days and the actual number of days
elapsed.

The principal and interest on this Note shall be payable in full
eighteen (18) months after the Closing, and may be prepayable in whole or in
part at any time. If prepaid in part, interest is due and payable upon the
principal amount which is being prepaid.

Notwithstanding the foregoing, the unpaid principal and interest
payable pursuant to this Note shall be paid in full within five (5) business
days after the sale of any capital stock by Payor (or its direct or indirect
parent or any of their successors) (i) registered under the Securities Act of
1933 or (ii) pursuant to a private placement, in either event, in which the net
cash proceeds of the offering to the issuer exceeds $10,000,000.

<PAGE> 2

If any default shall be made in the payment of either principal or
interest as and when the same shall become due and payable under this Note, then
the unpaid balance of this Note, together with all accrued interest thereon,
shall upon notice to the Payor immediately become due and payable. During the
existence of any such default arising from the failure to pay principal or
interest under this Note, the Payor further promises to pay, on demand, to the
extent permitted by applicable law, interest on overdue installments of
principal and, to the extent permitted by law, of interest at the rate stated in
the second paragraph of this Note plus 2%. No delay or failure on the part of
the Payee in the exercise of any right, power or privilege granted under this
Note or otherwise available by agreement, at law or in equity, shall impair any
right, power or privilege or be construed as a waiver of any default or any
acquiescence therein.

Nothing contained in this Note shall be deemed to establish or require
the payment of a rate of interest in excess of the maximum rate permitted by any
applicable law. In the event that any rate of interest required to be paid under
this Note exceeds the maximum rate permitted by applicable law, such rate shall
automatically be reduced to the maximum rate permitted by such law and any
excess previously collected shall be automatically returned to or credited to
the account of the Payor.

The Payor hereby waives presentment, protest and demand, notice of
protest, demand and dishonor and nonpayment of this Note, agrees to pay all
costs of collection when incurred (including without limitation reasonable
attorneys' fees actually incurred), and agrees to perform and comply with each
of the covenants, agreements, conditions, provisions, and agreements of the
Payor contained in each and every instrument evidencing said indebtedness. Payor
agrees that its liabilities under this Note are absolute and unconditional
without regard to the liability of any other party, and the Payor hereby waives
the right to interpose any set-off, counterclaim, or defense of any nature or
description whatsoever in connection with Payee's enforcement of its rights
under this Note except as set forth in the Asset Purchase Agreement (as defined
hereinafter).

To secure the amounts payable hereunder to Payee, Payor grants to Payee
a security interest in the Assets, as defined in that certain Asset Purchase
Agreement ("Asset Purchase Agreement") between American Medcare Corporation and
Payee of even date, sold by Payee pursuant to the Asset Purchase Agreement.
Payee shall have the rights and remedies with respect to the Assets as provided
in Article 9 of the Uniform Commercial Code as adopted by the State of North
Carolina.

This Note has been issued pursuant to Section II of the Asset Purchase
Agreement.

The Note shall be governed by, and construed and enforced in accordance
with, the laws of the State of Georgia (except the laws of that jurisdiction
that would render such choice of laws ineffective).

<PAGE> 3

IN WITNESS WHEREOF, the Payor has caused this Note to be duly executed
and delivered by its duly authorized officers on the day and year first above
written.

HEALTH CARE DIVISION, INC.

By: /s/ Frederick L. Fine
-----------------------------
Name: Frederick L. Fine
Title: President

<PAGE> 1
EXHIBIT 10.10

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT ("Agreement") is entered into as of the 3rd
day of December, 1996, by and between HEALTH CARE DIVISION, INC., a Georgia
corporation ("HCD") and INFO SYSTEMS OF NORTH CAROLINA, INC., a North Carolina
corporation ("ISI").

WHEREAS, HCD is a wholly-owned subsidiary of American Medcare
Corporation, a Delaware corporation ("AMC");

WHEREAS, AMC and ISI have entered into the Asset Purchase Agreement
("Purchase Agreement") dated December 3, 1996 for the sale of certain assets and
business (as defined therein) of ISI to AMC;

WHEREAS, the execution of this Agreement is a precondition to the
closing of the transactions contemplated in the Purchase Agreement.

1. ENGAGEMENT OF ISI.

(a) HCD hereby engages ISI, and ISI hereby agrees, to provide
the necessary personnel services, support services and use of equipment
("Services") to operate the business of HCD substantially in the manner in which
such business was conducted heretofore by ISI, subject to such changes as
requested from time to time on behalf of HCD ("Business"); provided, however,
that any change that (i) would increase the cost of providing the Services shall
be subject to the mutual agreement of the parties regarding such increase in
costs or (ii) would make the providing of the Services more burdensome to ISI
shall be subject to the mutual agreement of the parties, excluding insignificant
changes in the undertakings. ISI shall be responsible for the day to day
operations of the Business subject to the review and direction by a
representative of HCD. ISI will make commercially reasonable efforts to make
available, for the providing of the Services, all of the employees of ISI who
were employees of the Info/Cure Group of ISI upon the sale of the Business by
ISI to HCD pursuant to the Purchase Agreement. The names of such employees who
are to provide the Services hereunder ("Employees") as designated by HCD and
<PAGE> 2

their salaries are listed on Schedule 1 hereto. The Services will be rendered in
a professional manner consistent with past practices.

(b) It is understood that ISI intends to transfer certain
Employees of the Info/Cure Group to other operations of ISI when a position
becomes available and they are no longer required by HCD to render any Service
hereunder. HCD shall advise ISI at least two weeks prior to any release of any
Employee from the providing of Services hereunder. ISI shall promptly advise HCD
of any Employee who has advised ISI that he/she intends to voluntarily terminate
or who has voluntarily terminated said employment with ISI. If practicable, HCD
may make arrangements for the engagement of personnel (including temporary
personnel) to provide such services on the Premises (as hereafter defined) to
replace such terminating Employees and/or to transfer functions performed by ISI
hereunder to another location of HCD. ISI shall not offer employment to such
employees. In addition, neither ISI nor HCD, nor any of their affiliates, shall
at any time during the term of this Agreement and for a period of six (6) months
thereafter offer to employ, employ or hire as an independent contractor, any
employee of the other party or any person who was employed by the other party at
any time within six (6) months prior to any such offer of employment, employment
or hiring of such person as an independent contractor except any employee on the
attached Schedule 3. Notwithstanding the foregoing, HCD and ISI within thirty
(30) days of the date of this Agreement, will use their best efforts to develop
a mutually agreed upon schedule setting forth the number and qualifications or
job title and/or names of Employees who are to be retained or released at
specified dates or milestones;

(c) HCD shall make commercially reasonable efforts to transfer
the Business conducted at Charlotte, North Carolina to a location in Georgia
during the term of this Agreement. The Services shall include such assistance by
the Employees reasonably necessary to effect the transfer of the Business,
including training of personnel designated by HCD. HCD shall present to ISI a
tentative plan providing for such transfer and each shall use commercially
reasonable efforts to implement the plan. It is understood that changes to the
plan may be required from time to time.

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<PAGE> 3

(d) ISI will not be required to engage any employee to replace
an Employee who voluntarily terminates his/her employment with ISI.

(e) ISI agrees that HCD may discuss with Employees employment
with HCD, including as a consultant, upon prior written notice to ISI. Should
HCD elect to hire any Employee, HCD will give ISI prompt written notice thereof.

(f) ISI will reassign any Employee that HCD advises ISI in
writing that HCD no longer desires for the providing of the Services to HCD
hereunder as hereinabove provided and thereafter such Employee shall not be
subject to employment by HCD pursuant to subparagraphs (b) and (e).

(g) ISI will provide to each Employee written notice advising
the Employee that each continues to be an employee of ISI and reports to a
supervisor designated by ISI. In addition, all Employees have executed
non-disclosure agreements and assignments of intellectual property with ISI
substantially in the form attached hereto.

(h) ISI and HCD shall each appoint a representative
responsible for implementing the provisions of this Agreement.

2. SUPERVISION. The representative designated by HCD from time to time
shall provide ISI with instructions of the work and changes thereto to be
performed in the operation of this Business and ISI shall use commercially
reasonable efforts to cause these instructions to be carried out.

3. EMPLOYEES. The parties agree that the Employees, for all purposes,
are employees of ISI. ISI shall be solely responsible for all employment
matters, including maintaining personnel records, payments and withholdings of
all applicable federal, state and local taxes of any kind or nature, maintaining
workers' compensation insurance, and providing employee welfare benefits.

4. PREMISES.

(a) ISI shall make available to the Employees and invitees of
HCD during the term of this Agreement the facilities ("Premises") previously
used by ISI in the conduct of the Business on the Premises described in Schedule
2. For the period of six (6) months from the date of the closing there shall be
no charge for the use of the premises. Thereafter, the monthly rent shall be the
portion of the actual rent allocated based upon the number of Employees and
others

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<PAGE> 4

on the Premises performing services for the benefit of HCD during such month
versus the total number of employees of ISI and its affiliated companies and
such others who are working at the Charlotte, North Carolina location. In no
event shall the monthly rent be more than the average monthly rent allocated to
the InfoCure division during the previous twelve (12) months.

(b) The right of the Employees and invitees to use the
Premises includes also the right to use the common areas, including parking
facilities, provided by ISI to its employees and shall be subject to reasonable
security procedures established by ISI from time to time.

(c) ISI shall be responsible for all costs of repairs to the
premises except those caused by employees of HCD, reasonable wear and tear
excepted.

5. UTILITIES.

(a) ISI shall cause all water, heat, air conditioning,
electricity, telephone and all other utilities to be available for use in the
conduct of the Business on the Premises substantially as heretofore made
available to ISI in the conduct of the Business.

(b) The cost of utilities to the extent not included in the
rental payments, where specifically identifiable and used in the conduct of the
Business, shall be paid by HCD or HCD shall reimburse ISI for such payments.
Where such costs cannot be specifically identified, the parties shall mutually
agree on a fair and equitable allocation of such costs.

6. OFFICE EQUIPMENT. To the extent office equipment of ISI has
been used heretofore in the conduct of the Business which will not be acquired
by HCD pursuant to the Purchase Agreement, including computers, copiers and
telecopiers, such equipment shall continue to be made available to the Business
of HCD conducted on the Premises. All additional out of pocket costs incurred by
ISI by reason of the use of the office equipment on behalf of HCD shall be paid
or reimbursed by HCD. Such cost shall include paper, telephone charges, postage,
and other similar charges.

7. CONTRACTS/INVOICING AND COLLECTIONS. (a) No Employee of ISI
may enter into a contract on behalf of HCD. All agreements on behalf of HCD
arising from the conduct of the Business must be forwarded to the

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<PAGE> 5

representative of HCD. No agreement shall be valid and binding upon HCD until
accepted and executed by an authorized officer or employee of HCD.

(b) Invoices issued to customers of the Business shall be on
invoices bearing the name of HCD. In the event of any delay in the printing of
such invoices, invoices of ISI may be used on a temporary basis. Any monies paid
to ISI in error, shall promptly be delivered to or deposited in an account of
HCD designated by HCD.

8. FEES AND OTHER CHARGES.

(a) HCD will pay to ISI for the providing of the Services a
fee ("Fee") for each Employee providing Services hereunder, an amount equal to
the sum of (i) the salary of the Employee before deductions, and (ii) an amount
equal to 14% of the Employee's base salary to cover social security, Medicare
payments, and other similar payments related to the Employee's compensation paid
or payable by ISI, employee benefits and other costs to ISI of providing the
Services hereunder to HCD. In addition, HCD shall pay ISI $5,000 per month for
all administrative support, all other services and use of equipment provided to
or for use by the business conducted by HCD on the Premises; such amount to be
reduced monthly based upon the reduction in the number of Employees and others
on the Premises providing Services hereunder during such month.

(b) ISI shall invoice HCD for such Fee three (3) business days
before each payroll payment date. On or before the payroll payment date, HCD
shall transfer in immediately available funds to the account of ISI designated
by ISI the applicable Fee.

(c) All other monies payable by HCD, including for the monthly
fee provided in paragraph 8(a) and costs incurred, that are to be reimbursed by
HCD shall be invoiced by ISI as of the end of each calendar month. Payment shall
be due and payable by HCD within ten (10) days of receipt of the invoice. Upon
HCD's reasonable request, ISI shall provide supporting documents for any
disputed charge.

9. TERM. This Agreement shall commence on the date hereof and
shall continue until such time as all of the Employees have voluntarily resigned
or are no longer required by HCD.

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<PAGE> 6

This Agreement shall terminate eighteen (18) months after date hereof unless
earlier terminated as set forth in the preceding sentence.

10. INSURANCE. ISI shall maintain insurance coverage currently
maintained by ISI and AMC shall be named a coinsured or a named payee under
ISI's current policies.

11. DISCOVERIES, PATENTS, INVENTIONS AND COPYRIGHTS.

(a) Definition of Proprietary Property. The term "Proprietary
Property" for the purposes of this Agreement shall mean ideas, discoveries,
inventions, improvements, trade secrets, techniques, methods, know-how,
technical and non-technical data, writings and other works of authorship,
computer program code, compilations, mathematical models, copyrights and any
other matter which is legally protectible or recognized as forms of property,
whether or not reduced to practice or to a writing.

(b) Assignment of Proprietary Property to HCD. ISI hereby
agrees to assign, transfer and set over, and does hereby assign, transfer and
set over, to HCD, without further compensation, all of the rights, title and
interest of ISI in and to any and all Proprietary Property which ISI, including
its Employees, either solely or jointly with others, has conceived, made or
suggested or may hereafter conceive, make or suggest in the course of the
rendering of Services hereunder.

(c) Disclosure of Proprietary Property and Execution of
Documents. ISI further agrees to disclose promptly to HCD any and all
Proprietary Property which ISI has assigned, transferred and set over, as
provided in Paragraph 14(b) and ISI agrees to execute, acknowledge and deliver
to HCD, without additional compensation and without expense to ISI, any and all
instruments reasonably requested in order to vest in HCD all property rights
with respect to such Proprietary Property. The obligation to execute instruments
under this subparagraph (c) shall continue beyond the term of this Agreement.

12. TRADE SECRETS AND CONFIDENTIAL INFORMATION OF OTHERS. To the extent
ISI or any Employee has or possesses any Trade Secrets (as hereinafter defined)
or Confidential Information (as hereinafter defined) belonging to others,
(except as provided in paragraph 16),

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<PAGE> 7

ISI will not use such Trade Secrets or Confidential Information in the providing
of Services hereunder or disclose to HCD any such Trade Secrets or Confidential
Information.

13. TRADE SECRETS AND CONFIDENTIAL INFORMATION OF HCD AND ITS
CUSTOMERS.

(a) During the providing of Services hereunder and at all
times thereafter, ISI agrees not to use or disclose to others, without prior
written consent of HCD, any Trade Secrets or Confidential Information
(collectively "Information") of HCD or of its customers obtained by ISI, except
to use such Information as is necessary in the course of performing the Services
hereunder.

(b) Upon the termination of this Agreement or the termination
or completion of the Services to be provided hereunder, ISI shall not retain or
take any document, data, program code, technical data, manuals, or other
documents and instruments (collectively "documents") obtained by ISI as a result
of the engagement of ISI hereunder, or developed or created by ISI in the course
of performing the Services hereunder, or any reproductions thereof, in whole or
in part, including, but not limited to all those containing or pertaining to the
Information of HCD or of its customers. All such documents and all copies
thereof shall be surrendered to HCD at any time upon request of HCD and/or upon
the termination of the term of this Agreement and upon the request of HCD all
Information on any media, including, computer memory, is to be destroyed and ISI
shall so certify in writing upon request by HCD.

(c) ISI agrees at all times to hold the Information in
confidence and shall not disclose the Information, in whole or in part, and
shall not use the Information, in whole or in part, except in connection with
the providing of the Services. In addition, ISI agrees to disclose the
Information only with, and transmit the Information only to, its Employees who
need to know the Information in order to provide the Services.

(d) ISI agrees to take reasonable security precautions to
prevent the unauthorized use and disclosure of the Information to any person or
entity, except those permitted herein, and shall take commercially reasonable
security precautions to prevent any Employee who has access to the Information
from using or disclosing the Information, except

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<PAGE> 8

as herein permitted. ISI shall use not less than the same degree of care to
prevent unauthorized use and/or disclosure of the Information which ISI applies
with respect to its own trade secrets and confidential information of like
importance.

(e) "Trade Secrets" shall mean Information which constitutes a
Trade Secret within the meaning of Section 10-1-761(4) of the Georgia Trade
Secrets Act of 1990 ("Act"), including source and object code.

(f) "Confidential Information" shall mean all information and
data which is protectible as a legal form of property or nonpublic information
that the owner or others designate as being a "Trade Secret", "Proprietary" or
"Confidential" or other similar designations or which, under the circumstances
surrounding disclosure, ought to be treated as Confidential Information.
Confidential Information shall not include any information or data which
constitutes a Trade Secret within the meaning of the Act.

(g) The parties agree that the limitations herein on
disclosure and the use of Confidential Information of HCD shall be for a period
of five (5) years from the date of its disclosure, subject to the earlier
termination as provided in subparagraph (h). Trade Secrets shall be kept
confidential at all times hereafter subject to the earlier termination as
provided in subparagraph (h).

(h) Information shall not include such information (i) which
becomes publicly known through no wrongful act of ISI (including its Employees);
or (ii) is lawfully received by ISI from a third party without a similar
restriction regarding confidentiality and without a breach of this Agreement.

14. SECURITY INTEREST. To secure the amounts payable hereunder to ISI,
HCD grants to ISI a security interest in accounts receivable of the Info/Cure
Group sold by ISI pursuant to the Purchase Agreement, which assets have been
assigned to HCD. ISI shall have the rights and remedies with respect to said
accounts receivable as provided in Article 9 of the Uniform Commercial Code as
adopted by the State of North Carolina. HCD will execute and file appropriate
financing statements.

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<PAGE> 9

15. HEADINGS. The paragraph headings contained in this Agreement are
for reference purposes only and shall not be deemed to be part of this Agreement
or to affect its meaning or interpretation.

16. FURTHER ASSURANCES. The parties hereto shall do and perform or
cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments and
documents as the other party hereto may reasonably request in order to carry out
the intent and accomplish the purposes of this Agreement.

17. FORCE MAJEURE. Neither party hereto shall be liable for failure or
delay in performing any of its obligations hereunder if such failure or delay is
occasioned by compliance with any governmental regulation, request or order, or
by circumstances beyond the reasonable control of the party so failing or
delaying, including, but not limited to, Acts of God, war, insurrection, fire,
flood, accident, labor strikes, or inability to obtain materials, supplies,
power or equipment necessary to enable such party to perform its obligations
hereunder. Each party shall (a) promptly notify the other in writing of any such
event of force majeure, the expected duration thereof and its anticipated effect
on the ability of such party to perform its obligations hereunder, and (b) make
reasonable efforts to remedy any such event of force majeure.

18. CUMULATIVE REMEDIES. The parties shall have all remedies for
breaches of this Agreement available to them provided by law or equity.

19. ENTIRE AGREEMENT. This Agreement embodies the entire agreement
between the parties hereto regarding the providing of the services of employees
and other services relating to the operation of the Business on the Premises. No
representations or agreements heretofore entered into, whether written or oral,
other than those contained or referenced herein, shall be binding on the
parties. This Agreement may be amended only by a writing duly executed by the
parties hereto.

20. SPECIFIC PERFORMANCE. This Agreement may be specifically
enforceable in accordance with applicable principles of law and equity. The
parties hereby acknowledge that it is impossible to measure the monetary damages
which would result from a party's failure to perform any obligation imposed upon
such party by this Agreement. Therefore, if any party hereto should

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<PAGE> 10

institute an action or proceeding to enforce the provisions hereof, the other
party against whom such action or proceeding is thereby brought hereby waives
the claim or defense that such party has an adequate remedy at law, and such
person shall not urge in any action or proceeding the claim or defense that an
adequate remedy at law exists.

21. NOTICES. All notices or other communications required or permitted
to be given hereunder shall be given in writing to the last authorized
address/telecopier number of the intended recipient, provided in writing to the
party giving such notice and shall be deemed to have been duly given on (i) the
date of receipt if personally delivered or delivered by overnight courier, (ii)
five (5) business days after posting if transmitted by postage prepaid
registered or certified mail (return receipt requested), or (iii) the date of
transmission if transmitted by telecopy (with postage prepaid registered or
certified mail confirmation) to the party to whom such notice or communication
is being given. Any party hereto may change such party's address or the person
to whom notice is given for purposes hereof by written notice to the other
parties. Such notices are effective only upon receipt.

22. NON-WAIVER OF DEFAULT. Any failure by any party hereto at any time
or from time to time to enforce and/or require strict compliance with any term
or condition of this Agreement shall not constitute a waiver of such term or
condition. All waivers hereunder must be in writing executed by the party
waiving the right. The consummation of the transactions with knowledge of a
breach of a warranty, representation or covenant shall not constitute a waiver
of any such warranty, representation or covenant.

23. PARTIAL INVALIDITY. If any term or provision of this Agreement, not
essential to the basic purposes of the transactions contemplated herein, shall
be held to be illegal, invalid or unenforceable by a court or arbitrator, it is
the intention of the parties hereto that (i) the remaining terms hereof shall
constitute the agreement with respect to the subject matter hereof, (ii) all
such remaining terms shall remain in full force and effect and shall be deemed
to constitute the entirety of this Agreement as though such illegal, invalid or
unenforceable provision had never been part hereof, and (iii) such illegal,
invalid, or unenforceable provision shall be construed as closely as

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<PAGE> 11

possible to the parties' original intent in order to render such provision
legal, valid, or enforceable, as applicable.

24. ASSIGNMENT. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of ISI and HCD and their successors and
assigns. HCD may assign this Agreement to an affiliated company.

25. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Georgia (regardless of the laws that might be applicable under
principles of conflicts of law) as to all matters, including, but not limited
to, matters of validity, construction, effect and performance.

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<PAGE> 12

26. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

INFO SYSTEMS OF NORTH CAROLINA,
INC.

By: /S/ James J. Kenney
----------------------------------
Name: James J. Kenney
Title: Senior Vice Persident

ADDRESS FOR NOTICE:

Address: 7500 East Independence Blvd.
Charlotte, NC 28227
Telecopy No.: (704) 567-8958
Attention: James Kenney

HEALTH CARE DIVISION, INC.

By: /S/ Frederick L. Fine
-------------------------------------
Name: Frederick L. Fine
Title: President

ADDRESS FOR NOTICE:

Address: 2970 Clairmont Road, Suite 950
Atlanta, Georgia 30329
Telecopy No.: 404/636-7525
Attention: President

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<PAGE> 1
Exhibit 10.15

INTERNATIONAL COMPUTER SOLUTIONS, INC.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 23rd
day of September, 1994 between INTERNATIONAL COMPUTER SOLUTIONS, INC., a Georgia
corporation ("ICS") and MICHAEL E. WARREN ("Executive").

WHEREAS, ICS has developed and is marketing computer software programs
and related services in the health care industry and continues to develop and
market such software programs and related services;

WHEREAS, ICS agrees to employ Executive as an executive to provide the
services set forth herein; and

WHEREAS, Executive agrees to provide such services in accordance with
the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises herein made and
of other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

I. Employment/Duties.

(a) ICS shall employ Executive as an executive for sales and marketing
during the term of his employment as set forth in this Agreement and
Executive hereby accepts such employment. Executives initial position
shall be Vice President of Technical Services.

(b) Executive shall have such powers and duties as assigned to him by
the President of ICS from time to time.

(c) Executive shall report to the President of ICS. Executive shall
keep the President timely advised of all significant developments and
opportunities and shall timely consult with the President on all
significant policies and contracts. Executive's powers and duties are
subject to the supervision and instructions of the Board of Directors,
Chairman and President.

(d) Executive agrees that he will at all times faithfully and to the
best of his ability and experience faithfully perform all of the duties
that may be required of

<PAGE> 2

him pursuant to the terms of this Agreement. Executive shall devote his
full business time to the performance of his obligations hereunder.

2. Compensation.

(a) Base Salary. During the term of his employment, including any
extension thereof, ICS will pay to Executive a base salary ("Base
Salary") of $60,000 per year, payable in arrears in equal semi-monthly
payments. The base salary shall be subject to annual review by the
Board of Directors of ICS who shall consider annually an increase in
the base salary. Any increase in the base salary shall be at the sole
discretion of the Board of Directors. In the event of a disability, to
the extent payments are received under an employer-sponsored disability
program, the payments hereunder are to be reduced by an amount equal to
such disability payments.

(b) Incentive Compensation. During the term of Executive's employment,
including any extension thereof, in addition to the Base Salary as
provided in paragraph 2(a), ICS will pay Executive annual incentive
compensation provided that the objectives of the program are met. The
Incentive compensation shall be pursuant to a program based upon the
achieving certain revenue and/or profit goals of ICS and/or of the
department in which Executive has responsibilities. Upon agreement as
to the program, it shall be signed by the parties hereto and attached
hereto as Exhibit A and shall constitute a part of this Agreement.

(c) Stock Options. American Medcare Corporation ("AMC") shall grant to
Executive on the first (1st) day hereafter on which the Board of
Directors of AMC meets (which shall be prior to September 30, 1994) the
following stock options:

A stock option for an aggregate of 500,000 shares of Common Stock, par
value $.001, of AMC (Common Stock) at $0.001 per share, which shall
vest (first be exercisable) and expire as follows:

Number of Shares Vest Expire

125,000 December 25, 1994 December 31, 1997
125,000 March 25, 1995 March 25, 1997
125,000 July 25, 1995 July 25, 1997
125,000 October 25, 1995 October 25, 1997

Such stock options shall be subject to earlier termination upon
termination of employment for any reason and to the other terms and
conditions as provided in Exhibit B attached hereto and incorporated
herein. Such stock options shall be non-qualified stock options.

<PAGE> 3

Additional stock options for an aggregate of 500,000 shares of Common
Stock at the an option price of $0.10 per share, vesting and expiring
as follows:

Number of Shares Vest Expire

500,000 September 25, 1995 September 25, 2000

Such stock options shall be subject to earlier termination upon
termination of employment for any reason and to the other terms and
conditions as provided in Exhibit C attached hereto and incorporated
herein. Such stock options shall be incentive stock options within the
meaning of Section 422 of the Internal Revenue Code to the extent that
(a) the option price equals or exceeds the fair market value of a share
of Common Stock on the date of grant of the Option by AMC and (b) the
aggregate fair market value, determined at the date of grant, of the
shares of Common Stock subject to the stock options that are
exercisable for the first time during any calendar year shall not
exceed $100,000. To the extent such qualifications are not met, the
stock option is a non-qualified stock option.

The shares of Common Stock issued upon the exercise of a stock option
may not be registered under a registration statement filed under
Securities Act of 1933 ("33 Act"). Therefore, the shares of AMC
received will be restricted securities within the meaning of Rule 144
promulgated by the Securities and Exchange Commission under the 33 Act
and the transferability thereof will be restricted.

(d) Employee Benefit Program. Executive shall be eligible to
participate in all employee benefit programs, including medical and
hospitalization programs, now or hereafter made available by ICS to its
employees or Executive employees, subject to terms and conditions of
such programs, including eligibility. It is understood that ICS
reserves the right to modify and rescind any program or adopt new
programs in its sole discretion. ICS may, in its sole discretion,
maintain key man life insurance on the life of Executive and designate
ICS as the beneficiary. Executive agrees to execute any documents
necessary to effect such policy.

(e) Expenses. Executive shall be reimbursed for expenses reasonably
incurred in the performance of his duties hereunder in accordance with
the policies of ICS then in effect.

(f) Vacation. Executive shall be entitled to two weeks of vacation
after the first full year of service. Vacation shall be taken at such
times as not to materially interfere with the business of ICS. The
vacation time must be taken within the time programed or as otherwise
mutually agreed in writing, otherwise it expires to the extent not
used.

3. Term

<PAGE> 4

The term of the employment of Executive under this Agreement shall be
for a period of three (3) years ("Initial Term") commencing on the date
hereof and ending on the third (3rd) anniversary thereof, subject to
earlier termination and provided in Paragraph 4. The term of employment
shall continue after the Initial Term under this Agreement, subject to
earlier termination as provided in Paragraph 4, for additional one-year
terms until the second anniversary of the last day of the Initial Term
unless it is terminated at the end of the Initial Term or as of the
first (1st) anniversary of the Initial Term, as the case may be, by
either party upon sixty (60) days prior written notice. If the
employment of Executive continues thereafter, absent a written
agreement, the employment shall be at will and the provisions of this
Agreement shall be of no force and effect with respect to such
subsequent period, except for the provisions of paragraphs 5, 6, and 7.
If the term of employment hereunder is intended to be extended beyond
the Initial Term, within ninety (90) days prior to the extension, the
parties hereto shall negotiate in good faith any modification to the
provisions of subparagraphs (a), (b) and/or (c) of paragraph 2. If no
agreement is reached, this Agreement will terminate on the last day of
the Initial Term or on the first (1st) anniversary of the last day of
the Initial Term, as the case may be.

4. Early Termination

(a) For Cause. (1) Notwithstanding the foregoing ICS, may terminate the
employment of Executive "for cause" (as hereinafter defined) at any
time upon the (10) business days prior written notice. The term "for
cause" shall mean (i) the continued failure by Executive substantially
to perform his duties with ICS in a reasonably professional manner
other than due to total disability or death for a period of thirty (30)
days after a written demand for substantial performance is delivered to
Executive by the Board of Directors or Chairman or President of ICS,
which demand identifies the manner in which the Board or Chairman or
President believes Executive has not substantially performed his
duties, (ii) the unauthorized dissemination of material trade secrets
or other material proprietary property of ICS or its parent or
subsidiaries of its pattern, (iii) the commission of a felony or any
other crime involving moral turpitude or the pleading of nolo
contendere to any such act, (iv) the commission of any act or acts of
dishonesty when such acts as intended to result or result, directly or
indirectly, in gain or personal enrichment of Executive or any related
person or affiliated company or are intended to cause harm or damage to
ICS or its parents or subsidiaries of its parent, (v) the illegal use
of controlled substances, (vi) the sue of alcohol so as to have a
material adverse effect on the performance of his duties, (vii), the
misappropriation or embezzlement of assets of ICS or its parent or
subsidiaries of its parent, (viii) the making of disparaging remarks
regarding ICS or its parent or subsidiaries of its parent or the
products or services of any such person to suppliers and/or customers
if ICS, its parent or subsidiaries of its parent, or (ix) the breach of
any other material term or provision of this Agreement to be performed
by Executive

<PAGE> 5

which have not been cured within thirty (30) days of receipt of written
notice of such breach.

(2) Upon termination for cause ICS shall have no further obligation to
pay any compensation to Executive for periods after the effective date
of the termination for cause, except for base salary which accrued as
of the termination date. In addition, the right to exercise any vested
stock option shall terminate on the effective date of the termination
of employment for cause.

(b) Termination by Executive. Executive may terminate his employment at
any time upon at least (10) business days prior written notice to ICS.
Upon such termination of employment Executive's right to compensation
after the effective date of termination shall cease except for base
salary which accrued as of the termination date. In addition, the right
to exercise any vested stock option shall terminate on the effective
date of termination of employment.

(c) Termination Upon Death or Disability. (1) The employment of
Executive shall terminate upon his death, or (10) business days after
written notice by ICS of termination, upon or during the continuance of
the total disability (as hereinafter defined) of Executive. (2) Upon
termination upon death or upon or during total disability, ICS shall
have no further obligation to pay any compensation for periods after
the effective date of such termination, except for base salary and
incentive compensation which accrued as of the termination date. To the
extent stock options have vested as of such termination date, they
shall continue to be exercisable for a period of six (60 months
thereafter as set forth in the stock option agreements not to exceed
the stated expiration date of the stock option.

(3) The term "total disability" means the inability of Executive to
substantially perform his duties hereunder for a continuous period of
thirty (30) days unless extended in writing by ICS. Total disability
shall be deemed to commence upon the expiration of such continuous
thirty (30) day period. In the event of any dispute as to the "total
disability" of the Executive, the matter shall be resolved by the
decision of a single physician, serving as an arbitrator, mutually
selected or appointed in accordance with the rules of the American
Arbitration Association, Atlanta, Georgia. The decision of the
arbitrator shall be binding on all parties hereto. Executive agrees to
submit medical records requested and to submit to such examination and
testing requested by such physician.

(d) Termination by ICS Without Cause. (1) ICS may terminate this
Agreement without cause upon thirty (30) days prior written notice to
Executive. (2) If the employment of Executive is terminated by ICS
under this subparagraph (d) prior to the expiration of the first six
(6) months of his employment, ICS shall pay Executive the amounts
accrued to the date of termination, plus an amount equal to the product
of three (3) times the monthly

<PAGE> 6

minimum compensation of Executive. In addition, the right to exercise any vested
stock option shall terminate on the effective date of termination of employment.
(3) If the employment of Executive is terminated by ICS under this subparagraph
(d) on or after the expiration of the first six (6) months of his employment,
ICS shall pay Executive the amounts accrued to the date of termination, plus an
amount equal to the product of four (4) times the monthly minimum compensation
of the Executive. In addition, the right to exercise any vested stock option
shall terminate on the effective date of termination of employment.

5. Covenant Not to Compete.

(a) Executive agrees that for the period commencing on the date hereof and
ending one (1) year after the expiration of the term of his employment under
this Agreement (if employment is continued thereafter at will, then after
termination of his employment with ICS or parent or subsidiaries of its parent
for any reason), Executive will not, alone or with others, directly or
indirectly, own, manage, operate, join, control, participate in the ownership
of, management, operation, or control of, be employed by, consult with, advise
or be connected in any other manner with any business which develops,
distributes or markets software programs, and/or services which compete with the
software programs and services of the kind currently marketed by ICS for use in
the United States ("Territory") other than with ICS and its parent and
subsidiaries of its parent. This covenant not to be complete shall not prohibit
(i) ownership by Executive of not more than one percent (1%) of the equity
securities of companies listed on any United States stock exchanges or traded
over the counter or (ii) engagements which do not involve, directly or
indirectly, the development, distribution or marketing of competitive products
or services by entities engaged in such competitive businesses.

(b) Each City and county of each state and each state in the Territory and each
month of time covered by this covenant not to compete shall be deemed a servable
unit and should any court determine that the inclusion of all states, cities and
counties or months would render any such undertaking unreasonable or enforceable
for any reason, then those units which are necessary in the judgment of the
court to be deleted in order to render such an undertaking, not unreasonable
shall be considered to be deleted and such undertaking shall remain in full
force and effect as to every other unit of territory and time.

6. Discoveries, Patents, Inventions and Copyrights. Executive shall
execute simultaneously with the execution of this Agreement the standard
employee agreement of ICS regarding discoveries, patents, inventions and
copyrights, a copy of which is attached hereto as Exhibit D.

<PAGE> 7

7. Specific Performance. Because of his knowledge and experience,
Executive agrees that ICS shall be entitled to specific performance or an
injunction or other similar relief in addition to all other rights and remedies
it might have for any violation of the undertakings set forth in Paragraph 5 and
6 of this Agreement.

8. Notices. All notices, requests, demands and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been given
upon receipt when delivered by hand or by express mail, overnight courier or
other similar method or by facsimile transmission (provided a copy is also sent
by registered or certified mail), or five (5) days after deposit of this notice
in the US mail, if mailed by certified or registered mail, with postage prepaid
addressed to the respective party as set forth below, which address may be
changed by written notice to the other party:

(a) If to ICS
International Computer Solutions, Inc.
4470 Chamblee-Dunwoody Road, Suite 500
Atlanta, GA 30338-6226
Attn: President

(b) If to Executive:
Michael E. Warren
2551 Acorn Avenue
Atlanta, GA 30305

9. Binding Effect. This Agreement shall insure to the benefit of and be
binding upon and enforceable by Executive and his estate, personal
representatives and heirs, and by ICS and its successors and assigns. This
Agreement and the payments hereunder may not be assigned, pledged or otherwise
hypothecated by Executive. This agreement shall be binding on the successors
and assigns of ICS.

10. Entire Agreement. This Agreement is intended by the parties hereto to
constitute the entire understanding of the parties with respect to the
employment of Executive by ICS and supersedes all prior agreements and
understandings oral or written.

11. Binding Arbitration/Attorney Fees. Except as otherwise specifically
provided, all disputes arising under this Agreement shall be submitted to and
settled by arbitration. Arbitration shall be by one (1) arbitrator selected in
accordance with the rules of the American Arbitration Association, Atlanta,
Georgia ("AAA") by the AAA. The hearings before the arbitrator shall be held in
Atlanta, Georgia and shall be conducted in accordance with the rules existing
and the date thereof of the AAA to the extent not inconsistent with this
Agreement. All costs and expense incurred in connection with any such
arbitration proceedings

<PAGE> 8

and those incurred in any civil action to enforce the same shall be borne by the
party against which the decision is rendered.

12. Amendments. This Agreement may not be amended or modified except in
writing signed by both parties.

13. Waivers. The failure of either party to insist upon a strict
performance of any provision hereof shall not constitute a waiver of such
provision. All waivers must be in writing.

14. Governing Law. This Agreement shall be deemed to be made in and
in all respects shall be interpreted, construed and governed by and in
accordance with the laws of the State of Georgia.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.

INTERNATIONAL COMPUTER SOLUTIONS, INC.

By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------

EXECUTIVE

- ------------------------------------------------
MICHAEL E. WARREN

<PAGE> 9

Exhibit A
INCENTIVE CONDENSATION

[To be agreed upon]

<PAGE> 10

Exhibit B

AMERICAN MEDCARE CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
(Option Agreement)

SECTION I

GRANT

American Medcare Corporation ("Corporation") hereby grants to the
Optionee set forth above a stock option ("Option") to purchase the number of
shares of common stock, $0.001 par value ("Common Stock"), of the Corporation
(collectively "Option Shares") set forth above on the terms and conditions
herein set forth. The purchase price of each such share (or fraction thereof)
shall be the purchase price per share set forth above.

SECTION II
VESTING AND EXERCISE OF THE OPTION

The Option granted hereunder may be exercised at any time and from time
to time during the period commencing from the first date the Option vests until
the date the Option expires to the extent that the Option has vested and is
exercisable as provided hereinafter. The Option shall vest and expire, unless
sooner terminated as provided in Section III hereof, as follows:

To the extent Option Shares do not vest prior to the termination of the Option
for any reason, the Option may not be exercised and such Option Shares may not
be acquired hereunder.

SECTION III
EARLY TERMINATION OF OPTION
The provisions of Sections I and II notwithstanding, the Option may not
be exercised in whole or in part following the date of the termination of
employment of the Optionee for any reason, other than total disability (as
defined in the Employment Agreement with the Optionee dated above) or death of
the Optionee while an employee of the Corporation or any Subsidiary or Parent,
and more than six (6) months following the date of termination of employment of
the Optionee, in the event the termination of employment is due to death or to
such disability of the Optionee.

SECTION IV
TRANSFER

<PAGE> 11

The Option may not be transferred except by will or the laws of descent
and distribution and may be exercised only by Optionee during his lifetime
except as provided in Section V. More particularly, but without limiting the
generality of the foregoing, this Option may not be assigned, transferred
(except as permitted in Section V), pledged or hypothecated in any way (whether
by operation of law or otherwise). The Option shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation, or other disposition of the Option contrary to the provisions
hereof, and the levy of any attachment or similar process on the Option, shall
be null and void and without effect.

SECTION V
DEATH OF OPTIONEE

In the event of Optionee's death, the Option may be exercised by the
legal representatives of the estate of Optionee or by the person or persons to
whom Optionee's rights under the Option shall have passed by will or by the laws
of descent and distribution.

SECTION VI
TOTAL OR PARTIAL EXERCISE

The portion of the Option which has vested and is exercisable may be
exercised either at one time as to the total number of such Option Shares or may
be exercised from time to time as to any portion thereof prior to the
termination of the right to exercise the Option for such Option Shares.

SECTION VII
NOTICE OF EXERCISE; ISSUANCE OF CERTIFICATES

Subject to the terms and conditions of the Option, the vested portions
of the Option which has not expired, may be exercised by written notice to the
Corporation, at its principal office at American Medcare Corporation, 4470
Chamblee-Dunwoody Road, Suite 500, Atlanta, Georgia 30338, Attention: President,
or such other place designated in writing by the corporation from time to time
to the Optionee. Such notice shall state the election to exercise this Option
and the number of shares in respect of which it is being exercised, and shall be
signed by the person so exercising the Option. Such notice shall be accompanied
by a cashier's or bank check payable to the order of the Corporation, or other
consideration approved by the Board of Directors for the full purchase price of
the Option Shares in respect of which the Option is being exercised. Optionee
shall also execute such other subscription documentation and other agreements as
deemed necessary or desirable by the corporation. The certificate or
certificates representing the Option Shares shall be issued and delivered by the
Corporation as soon as practicable after receipt of the notice and payment and
execution of the various agreements. Such certificate or certificates shall be
registered in the name of the person so exercising the Option and, if the Option
shall be exercised by Optionee and the Optionee shall so request in the notice

<PAGE> 12

exercising the Option, such certificate or certificates shall be registered in
the name of Optionee and another person jointly, with right of survivorship, and
shall be delivered to or on the written order of the person or persons
exercising the Option. In the event the Option is being exercised pursuant to
Section V hereof, by any person or persons other than Optionee, the notice shall
be accompanied by appropriate proof of the right of such person or persons to
exercise the Option. The certificates may bear a legend giving notice of
restrictions on the transferability thereof under federal and state securities
laws.

SECTION VIII
ISSUANCE AND TRANSFER OF SHARES

In the event the issuance or transfer of the shares of Common Stock
covered by the Option may, in the opinion of counsel to the Corporation,
conflict or be inconsistent with any applicable law or regulation of any
governmental agency having jurisdiction, the Corporation reserves the right to
refuse or to delay the issuance or transfer of such shares of Common Stock.

SECTION IX
ADJUSTMENT ON RECAPITALIZATION

In the event of a merger, consolidation, reorganization,
recapitalization, reclassification of stock, stock dividend, stock split,
reverse stock split or other change in the corporate structure or capitalization
of the Corporation affecting the Corporation's Common Stock as presently
constitute, the Option shall be adjusted, modified and/or exercisable for such
consideration as determined by the Board of Directors of the Corporation in its
sole discretion in good faith, including the termination of the Option effective
with such event.

<PAGE> 13

SECTION X
GOVERNING LAW

This Option grant shall be governed by the laws of the State of Georgia

AMERICAN MEDCARE
CORPORATION

By:
----------------------------------------
Title:
----------------------------------------

OPTIONEE ACKNOWLEDGEMENT

I have read the above Non-Qualified Stock Option Agreement and hereby
accept the above Option to purchase shares of the Common Stock of the
Corporation in accordance with and subject to the terms and conditions of the
Non-Qualified Stock Option Agreement with which I am familiar and I agree to be
bound thereby. I further understand that (i) any rule regulation and
determination, including interpretation by the Board of Directors or Committee
of the Board of Directors regarding the Option granted and the exercise thereof
shall be final and conclusive for all purposes and on all persons including the
Corporation and myself, and (ii) the grant of this Option shall not affect in
any way the Corporation and/or its Subsidiary and/or Parent's right to terminate
my employment and shall not constitute an agreement by me to remain in the
employ of the Corporation or its Subsidiary or its Parent for any specified
term.

- -------------------------------
Optionee

Date:

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

<PAGE> 14

EXHIBIT C

AMERICAN MEDCARE CORPORATION
1994 STOCK OPTION PLAN

I. PURPOSE

The American Medcare Corporation 1994 Stock Option
Plan is an incentive to encourage stock ownership by officers and other key
employees of the Corporation, of its Subsidiaries and of its Affiliates in order
to provide them with a proprietary interest or to increase their proprietary
interest in the corporation's success and/or to encourage them to remain in the
employ of the Corporation or any of its Subsidiaries.

II. DEFINITIONS

Where the following words appear in this Plan, they
shall have the respective meanings set forth below, unless their context clearly
indicates a contrary meaning:

A. Affiliate - Any corporation or other business organization in which the
Parent owns, directly or indirectly, 25% or more of the voting stock or capital
at the time of the granting of the Option.

B. Board of Directors - The Board of Directors of the Corporation.

C. Code - The Internal Revenue code of 1986, as amended, included
amendments hereafter adopted.

D. Committee - The Compensation Committee of the Board of Directors or any
successor Committee appointed by the Board of Directors and in the absence of
the appointment of such committee, the Board of Directors of the corporation
which shall exercise all of the powers of the Committee.

E. Corporation - American Medcare Corporation, a Delaware corporation,
that is the parent corporation as defined in Subsections 424(e) and (g) of the
code.

F. Employee - Employee shall mean any officer or other key employee
(including an officer or other key employee who is also a director) employed on
a full-time basis by the corporation or any present or future Parent of
Subsidiary or Affiliate.

G. ISO - An option granted under the Plan which constitutes an incentive
stock option within the meaning of Section 422 of the Code.

<PAGE> 15

H. Non-Qualified Stock Option - An option granted under the Plan which
does not qualify as an ISO.

I. Option - An option granted under the Plan which may be either an ISO or
a Non-Qualified Stock Option.

J. Option Agreement - The document setting forth the terms and conditions
of each Option.

K. Optionee - The holder of an Option.

L. Parent - Parent shall mean any present or future corporation as defined
in Subsections 424(e) and (g) of the code.

M. Plan - American Medcare Corporation 1994 Stock Option Plan, as the same
may be amended from time to time in accordance with the terms hereof.

N. Shares - The shares of common stock of the corporation, $0.001 par
value, subject to adjustment as provided in Paragraph V of the Plan.

0. Subsidiary - Any present or future subsidiary of the corporation as
defined in Subsections 424(f) and (g) of the code.

III. ADMINISTRATION

A. The committee shall have full and
complete authority in its sole discretion, but subject to the express provisions
of the Plan, to grant Options, to determine the option price of the shares
covered by each Option, the Employees of the Corporation, of its subsidiaries
and of its affiliates to whom, and the time or times at which, Options shall be
granted and number of Shares to be covered by each Option; to interpret the
Plan; to prescribe, amend and rescind rules and regulations relating to the Plan
to determine the terms and conditions of the respective option grant (which
terms need not be identical); to cancel and amend Options (with the consent of
the holder of the option where required); to impose such conditions on the grant
of Options as it determines to be appropriate, including the surrender of
outstanding stock options issued under Plan or any other stock options,
regardless of the option price; and to make all other determinations and rules
and the such other action deemed necessary or advisable for the administration
of the Plan. In addition, the Committee may extend the duration of any Option
for a period not to exceed one year subject to the provisions of Section VI B
without changing the option price upon such terms as the committee may deem
advisable.

Each determination, interpretation,
rule or other action made or taken pursuant to the Plan by the Committee shall
be final and conclusive for all purposes and upon all persons, including but
without limitation thereto, the

<PAGE> 16

corporation, subsidiaries, affiliates, the Board of Directors, the Committee,
Optionees and Employees of the Corporation, its Subsidiaries and its affiliates
and Optionees and their respective successors in interest.

B. The committee shall consist of not
less than (2) directors, Each member of the Committee shall be a member of the
Board of directors who is not eligible to participate under the Plan and who has
not been granted or awarded equity securities of the Corporation for at least
one year prior to the time the director becomes a member of the committee or
during such services on the Committee pursuant to the Plan or any other plan
within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934 (634 Act), except as otherwise permitted under Rule 16b-3 (or any
successor rule or regulation).

The Board of Directors may designate
one (1) of the members of the committee as its chairman and the Committee shall
hold its meetings at such times and places as it shall deem advisable. A
majority of its members shall constitute a quorum. All determinations of the
Committee shall be made by a majority of its members present at a meeting at
which a quorum was present. Any decision or determination reduced to writing and
signed by all the members of the Committee shall be effective as if it had been
made by a vote at a meeting duly called and held. The committee shall keep
minutes of its meetings and shall make such rules and regulations for the
conduct of its business as it shall deem advisable.

C. No member of the Committee shall be
liable for any action or determination made in good faith with respect to the
administration of the Plan and the granting of Options thereunder.

IV. ELIGIBILITY AND LIMITATIONS

Options may be granted only to Employees of
the corporation or of any Subsidiary or Parent or Affiliate. Persons who are not
Employees of the corporation or of a Subsidiary or Parent will not be eligible
to receive as ISO. In determining the number of shares to be covered by each
Option, subject to Paragraph V. hereof, and persons whom Options shall be
granted, the Committee shall take into account such factors as it shall deem
relevant in connection with accomplishing the purpose of the Plan as set forth
in Paragraph I hereof Any person who has been granted an Option may be granted
an additional Option or Options if the Committee shall so determine. No ISO
shall be granted to an individual who, at the time an ISO is granted, owns
(within the meaning of Section 422(b)(6) of the Code) stock possessing more than
10% of the total combined voting power of all classes of stock of the
Corporation or of its Parent or any Subsidiary, unless, at the times the ISO is
granted, the option price is at least 110 percent (110%) of the fair market
value of the Shares subject to the ISO and the ISO by its terms is not
exercisable after the expiration of five (5) years from the date the ISO is
granted.

<PAGE> 17

The aggregate fair market value (determined
as of the time an ISO is granted) of the Shares with respect to which ISOs are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the corporation and the Parent and Subsidiaries, if any) shall not
exceed $100,000. ISOs granted to an Optionee in excess of such limitation of or
any calendar year shall be deemed to be a Non-Qualified Stock Option.

Each Option must be granted within ten (10)
days from the date on which the Plan is adopted by the board of Directors.

V. AVAILABLE SHARES AND STOCK ADJUSTMENTS

A. The total number of Shares that may be
issued pursuant to Options granted under this Plan shall not exceed 5,000,000
Shares of Common Stock, subject to adjustment as set forth hereinafter. Shares
subject to the Plan may be either authorized but unissued Shares or Shares that
were once issued and subsequently reacquired by the Corporation. If any Option
is surrendered before exercise of lapses without exercise or for any other
reason ceases to be exercisable, the Shares reserved therefore shall continue to
be available under the Plan. The Corporation will reserve and keep available a
sufficient number of authorized but unissued shares and/or treasury shares to be
issued upon the exercise of the options.

B. In the event of a stock split, reverse stock
split, stock dividend, combination of Shares or a reclassification of the shares
or other similar action by the Corporation, the total number of Shares which may
be issued under the Plan upon the exercise of Options and the total number of
shares and/or the option price contained in any outstanding Option pursuant to
which options were granted under this Plan, shall be appropriately adjusted as
determined by the Board of Directors in its sole discretion. Any such adjustment
in the number of Shares and/or option price of an ISO shall be made in such a
manner as to not constitute a modification as defined in Subsection 424(h)(3) of
the code an only to the extent permitted by Sections 422 and 425 of the Code.

C. In the event of any merger or consolidation
or other reorganization in which the Corporation shall be surviving corporation
and its shareholders have a right to receive (or retain), in whole or in part,
equity securities for the outstanding Shares held, each holder of an outstanding
Option shall be entitled to receive, upon the exercise of the Option, in lieu of
the number of Shares as to which such holder of the Option would otherwise have
been entitled to receive upon the exercise of the Option immediately prior to
such merger or consolidation or other reorganization, the number and class of
shares or other securities and consideration to which such holder of the Option
would have been entitled pursuant to the terms of the merger or consolidation or
other reorganization, such is then being so exercised. Comparable rights shall
accrue to each holder of an Option in the event of successive mergers or
consolidations or other reorganization.

<PAGE> 18

D. In the event of any merger or consolidation
or other reorganization, in which the shareholders of the corporation shall not
receive (or retain) any equity securities of the surviving corporation for their
Shares, regardless of whether the corporation is the surviving corporation, or
upon the dissolution or liquidation of the corporation, except as hereinafter
set forth, all Options (whether or not vested in whole or in part) which have
not been exercised prior to such event, shall terminate upon such event unless
and to the extent the Board of Directors shall have provided for the
substitution of other options for, or for the assumption by another corporation
of, any unexercised options then outstanding. Such action by the Board of
directors may be taken with respect to ISO only to the extent permitted by the
Code, including Sections 422 and 424, unless the Options are or are to become
Non-Qualified Stock Options. Except to the extent the Board of Directors shall
have provided for the substitution of other options for, or for the assumption
by another corporation of, any unexercised Option then outstanding or shall have
specifically otherwise provided as permitted by this subparagraph D, the Options
which have not vested shall not become exercisable prior to such event and all
outstanding Options shall expire upon such event.

E. In the event of any merger or consolidation
or other reorganization in which the Corporation is not the surviving
corporation and in which its shareholders shall receive equity securities
(regardless of whether they receive other consideration for their Shares, each
holder of an outstanding Option shall be entitled to receive, upon the exercise
of the Option, in lieu of the number of shares as to which such holder of the
Option would otherwise have been entitled to receive upon the exercise of the
Option immediately prior to such merger or consolidation or other
reorganization, the number and class of shares and other securities and
consideration to which such holder of the Option would have been entitled
pursuant to the terms of the merger or consolidation or other reorganization if,
at the time of such merge or consideration or other reorganization, such holder
of the Option had been the holder of record of a number of Shares equal to the
number of Shares to which such Option is then being so exercised. Comparable
rights shall accrue to each holder of an Option in the event of successive
mergers or consolidations or reorganizations.

F. Any adjustments pursuant to this Paragraph V
may provide for the elimination of any fractional interest which might otherwise
become subject to an option, with or without consideration, as determined by the
Board of Directors of the corporation.

VI. OPTION TERMS

The Options will be granted under terms and
conditions set forth in a written instrument as determined by the Committee from
time to time, which will include (but no by way of limitation) the following:

<PAGE> 19

A. Price and Payment - the purchase price of
each Share covered by each Option shall be determined by the committee. The
purchase price of each share covered by an ISO shall not be less than the fair
market value of a Share at the time of the granting of the Option. The fair
market value of a Share shall be determined without regard to any restriction
other than restrictions which by their terms will never lapse. The purchase
price of the Shares for which an Option shall be exercised shall be paid in full
at the time of the exercise in cash or by check, subject to collection. The
Committee may also provide that the purchase price may be paid in whole in in
part by assigning to the corporation a number of shares having a fair market
value, determined as of the date the Option is exercised, equal to the cash
amount of the option price for the Shares being acquired upon the exercise of
the Option. In such event, the committee may, in its sole discretion, require
certain representations and other conditions precedent to the acceptance of the
Shares form the Optionee.

B. Duration - The duration of the Options shall
be determined by the Committee but in no event shall an Option granted hereunder
be exercisable after the earliest of any of the following dates (i) the
expiration of the (1O) years from the date the Option is granted; (ii) one (1)
year after the cessation of employment, engagement or officership, as the case
may be, of the holder of the Option with the corporation, any subsidiary, or the
Part or Affiliate, except in the event of termination of such employment or
engagement or election, as the case may be, due to death, or disability (within
in the meaning of Section 422(c)(6) of the code). The committee's determination
as to whether such employment, engagement or election of an Optionee has ceased
and the effective date thereof shall be final and conclusive on all persons
affected thereby. Whether military or other government or eleemosynary service
or other leave of absence will constitute termination of such employment,
engagement or election shall be determined in each case by the committee in its
sole discretion.

C. Non-transferability - Options granted under
the Plan shall not be transferable otherwise than by will or the laws of descent
and distribution or as otherwise permitted pursuant to Section 424(c)(4) of the
Code (or any successor provision). Options may be exercised during the lifetime
of the Optionee only by the Optionee personally or by the Optionee's legal
representative.

D. Exercise of Option - Options granted
hereunder shall be exercisable in whole or in part as determined by the
Committee.

<PAGE> 20

be inconsistent with any applicable law or regulation of any governmental agency
having jurisdiction, including, without limitation, federal and state securities
laws, the Corporation reserves the right to delay the issuance of the Shares
upon the exercise of an Option and such delay shall be without liability to or
other obligation of the corporation, the Corporation shall have no obligation
hereunder to file registration statements or other reports or notices or obtain
any license or permit or exemption under any federal or state law with respect
to the grant of an Option or the issuance of Shares upon the exercise of an
Option or the transfer of such Shares at any time thereafter. The Board of
directors or Committee may require that the holder of an Option, as a condition
to each exercise of the Option in whole on in part, to represent to the
corporation in writing that the Shares to be acquired upon the exercise of the
Option are to be acquired by the holder of the Option for investment purposes
only, for such person's own account, and not with an view to distribution and
make such other representations as counsel to the corporation may reasonably
request to assure the availability of an exemption from or compliance wit the
registration, notice, reporting or licensing requirements of applicable federal
or state securities laws. The Option may also set forth such other terms and
conditions relating to the non-registration or qualification of the Shares or
the issuance or transfer of the Shares by the Corporation under the federal and
state securities laws, as the Board of Directors or Committee may prescribe.
Such representations and other terms and conditions shall continue in effect as
long as counsel to the corporation may reasonably request.

F. Disposition of Shares - In the event the
disposition of Shares acquired upon the exercise of any Option is not covered by
a then current registration statement under the Securities Act of 1933, as
amended, and under state securities laws, the Shares so purchased shall be
restricted against transfer to the extent and for as long as required by such
laws and regulations promulgated thereunder or until, and as long as, the Shares
are covered by applicable registration statements filed by the Corporation in
its sole discretion.

G. Tax Withholding - The corporation may, in
its sole discretion and on terms it shall determine, withhold, or grant to an
Optionee the right to elect to have withhold, Shares having a fair market value
not in excession of the amount necessary to satisfy the withholding tax
obligations of the Optionee, in whole or in part, relating to the exercise of
the Option. Any election granted to an executive officer (as defined pursuant to
rules promulgated under the 1934 Act) or director or the Parent shall only be
made during the period set forth in Rule 16b-3 promulgated under the 1934 Act
(or any successor rule or regulation.

VII. EXERCISE

An Option granted hereunder shall be exercisable in
whole or in part only by written notice delivered in person or by mail to the
President of the Corporation at its principal executive office, specifying the
number of Shares to be

<PAGE> 21

purchased and accompanied by payment therefore and other consideration in
accordance with the Option. The holder of an Option shall not be deemed to be a
holder of any Shares subject to any Option and shall not be entitled to the
rights of a holder of any shares, including the right to receive dividends,
unless and until such Shares have been issued.

VIII. TERMINATION AND AMENDMENT

The Board of Directors may at any time terminate the
Plan, or make such amendments thereto or modifications thereof as it shall deem
advisable, including amendments deemed necessary or desirable to conform any ISO
to any change in the Code regulations thereto; provided, however, that the Board
of Directors may not, without further approval by the shareholders of the
Corporation, increase the maximum number of Shares for which options may be
granted under the Plan or change the designation of the class of employees and
other persons eligible to receive Options. No termination, modification or
amendment of the Plan shall, without the consent of the person to whom an Option
shall theretofore have been granted, adversely affect the rights of such person
under such Option without such person's consent.

IX. MISCELLANEOUS

Applicable Law. The Plan shall be governed and
construed in accordance with the laws of the State of Georgia.

Employee/Employer Rights. The granting of Options
hereunder shall be entirely discretionary and noting in the Plan shall be deemed
to give any Employee any right of continued employment, engagement or
officership, as the case may be, or give any person any fight to receive Options
or additional Options hereunder or interfere in any way with the right of the
Corporation, its Parent or Subsidiary to terminate the Optionee's employment,
engagement or election, as the case may be, for any reason or the right of the
Employee to terminate his/her employment, engagement, or officership, as the
case may be, for any reason.

ISO Grants. This Plan is intended to provide in part
for the grant in incentive stock options pursuant to Section 422 of the code,
including amendments thereto hereafter adopted, and the provisions of the Plan
as they relate to ISOs and the ISOs granted shall be construed to effectuate
such purpose. If for any reason it is subsequently determined that an Option
intended to qualify as an ISO does not so qualify, the Corporation, Parent and
Subsidiary shall have no liability to the Optionee and such Options shall be
deemed to be Non-Qualified Stock Options.

X. EFFECTIVE DATE

<PAGE> 22

The Plan shall become effective on the date of this
adoption by the Board of Directors subject to the approval of the Plan by the
shareholders of the Corporation within twelve (12) months after the date of its
adoption. The date of granting of an Option shall be the date on which the
Committee makes the determination of granting such Option or such later date as
designed by the Committee.

<PAGE> 23

Exhibit D

AGREEMENTS REGARDING DISCOVERIES, PATENTS, INVENTIONS, AND
COPYRIGHTS

[to be added]

<PAGE> 1

EXHIBIT 10.19

AMERICAN MEDCARE CORPORATION
1996 STOCK OPTION PLAN

I. PURPOSE.

The American Medcare Corporation 1996 Stock Option Plan is intended to
encourage stock ownership by directors, officers, other key employees,
consultants and employees of consultants of the Corporation, of its
Subsidiaries and of its Affiliates, to provide them with a proprietary interest
or to increase their proprietary interest in the Corporation's success and/or
to encourage them to remain in the employ of the Corporation or any of its
Subsidiaries or Affiliates.

II. DEFINITIONS

Where the following words appear in the Plan, they shall have the
respective meanings set forth below, unless their context clearly indicates a
contrary meaning:

A. Affiliate - Any corporation or other business organization in
which the Parent owns, directly or indirectly, 25% or more of
the voting stock or capital at the time of the granting of the
Option.

B. Board of Directors - The Board of Directors of the
Corporation.

C. Code - The Internal Revenue Code of 1986, as amended,
including amendments hereafter adopted.

D. Committee - The Compensation Committee of the Board of
Directors or any successor Committee appointed by the Board of
Directors. In the absence of the appointment of the
Committee, the Board of Directors of the Corporation shall
exercise all of the powers of the Committee under the Plan.

E. Corporation - American Medcare Corporation, a Delaware
corporation, which is the grantor corporation as defined in
Subsections 424(e) and (g) of the Code.

F. Employee - Employee shall mean any officer or other key
employee (including an officer or other key employee who is
also a director) employed on a full-time basis by the
Corporation or of any present or future Parent, Subsidiary or
Affiliate. For this purpose, individuals who are leased to
the Corporation or any present or future Parent, Subsidiary or
Affiliate by any leasing organization shall be treated as
being employed by the Corporation or the present or future
Parent, Subsidiary or Affiliate, as the case may be, if such
individuals are common law employees of the Corporation or
the present or future Parent, Subsidiary or Affiliate who are
eligible to receive ISOs issued by the Corporation pursuant to
section 422 of the Code.
<PAGE> 2

G. ISO - An option granted under the Plan which constitutes an
incentive stock option within the meaning of Section 422 of
the Code.

H. Non-Qualified Stock Option or NQSO - An option granted under
the Plan which does not qualify as an ISO.

I. Option - An option granted under the Plan which may be either
an ISO or a Non-Qualified Stock Option.

J. Option Agreement - The document setting forth the terms and
conditions of each Option.

K. Optionee - The holder of an Option.

L. Parent - Parent shall mean any present or future parent of the
Corporation as defined in Subsections 424(e) and (g) of the
Code.

M. Plan - American Medcare Corporation 1996 Stock Option Plan, as
the same may be amended from time to time in accordance with
the terms hereof.

N. Shares - The shares of Common Stock of the Corporation, $.001
par value, subject to adjustment and substitution as provided
in Paragraph V of the Plan.

O. Subsidiary - Any present or future subsidiary of the
Corporation as defined in Subsections 424(f) and (g) of the
Code.

III. ADMINISTRATION.

A. The Committee shall have full and complete authority in its
sole discretion, but subject to the express provisions of the Plan: to grant
Options; to determine the option price of the Shares covered by each Option; to
determine the directors, Employees, consultants and employees of consultants of
the Corporation, of its Parent, of its Subsidiaries and of its Affiliates to
whom, and the time or times at which, Options shall be granted; to determine
the number of Shares to be covered by each Option; to interpret the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the respective option grants (which terms
need not be identical); to cancel and amend Options (with the consent of the
holder of the Option where required); to impose such conditions on the grant of
Options as it determines to be appropriate, including the surrender of
outstanding stock options issued under the Plan or any other stock option plan,
regardless of the option price; and to make all other determinations and rules
and take such other action deemed necessary or advisable for the administration
of the Plan. In addition, the Committee may extend the duration of any NQSO
for

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<PAGE> 3

a period not to exceed one year subject to the provisions of Paragraph VI B
hereof without changing the option price upon such terms as the Committee may
deem advisable.

Each determination, interpretation, rule or other action made or taken
pursuant to the Plan by the Committee shall be final and conclusive for all
purposes and binding upon all persons, including, but without limitation
thereto, the Corporation, Parent, Subsidiaries, Affiliates, the Board of
Directors, the Committee and Optionees and their respective successors in
interest.

B. The Committee shall consist of not less than two (2)
directors. In the event any class of equity security of the Corporation is
registered pursuant to Section 12 of the Securities Exchange Act of 1934 ("34
Act"), each member of the Committee shall be a member of the Board of Directors
who is not eligible to participate under the Plan and who has not been granted
or awarded equity securities of the Corporation for at least one year prior to
the time the director becomes a member of the Committee or during such service
on the Committee pursuant to the Plan or any other "plan" within the meaning of
Rule 16b-3 promulgated under the 34 Act, except as otherwise permitted under
Rule 16b-3 (or any successor rule or regulation).

The Board of Directors may designate one (1) of the members of the
Committee as its chairperson and the Committee shall hold its meetings at such
times and places as it shall deem advisable. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members present at a meeting at which a quorum was present.
Any decision or determination reduced to writing and signed by all the members
of the Committee shall be effective as if it had been made by a vote at a
meeting duly called and held. The Committee shall keep minutes of its meetings
and shall make such rules and regulations for the conduct of its business as it
shall deem advisable.

C. No member of the Committee shall be liable for any action or
determination made in good faith with respect to the administration of the Plan
and the granting of Options thereunder.

IV. ELIGIBILITY AND LIMITATIONS.

Options may be granted only to directors, Employees, consultants and
employees of consultants of the Corporation, of the Parent or of any Subsidiary
or Affiliate. Persons who are not Employees of the Corporation or of a
Subsidiary or Parent will not be eligible to receive an ISO. In determining
the number of shares to be covered by each Option, subject to Paragraph V
hereof, and persons to whom Options shall be granted, the Committee shall take
into account such factors as it shall deem relevant in connection with
accomplishing the purpose of the Plan as set forth in Paragraph I hereof. Any
person who has been granted an Option may be granted an additional Option or
Options if the Committee shall so determine. No ISO shall be granted to an
individual who, at the time the ISO is granted, owns (within the meaning of
subsection 422(b)(6) of the Code) stock possessing more than 10% of the total
combined voting power of all classes of stock of the Corporation or of its
Parent or any Subsidiary, unless, at the time the ISO is

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<PAGE> 4

granted, the option price is at least 110 percent (110%) of the fair market
value of the Shares subject to the ISO, and the ISO by its terms is not
exercisable after the expiration of five (5) years from the date the ISO is
granted. Directors of the Corporation who are not Employees will not be
eligible to receive a grant of an Option after any class of equity security of
the Corporation is registered pursuant to Section 12 of the 34 Act.

ISOs granted to an Optionee in excess of the limitations set forth in
subsection 422(d) of the Code for any calendar year shall be deemed to be a
Non-Qualified Stock Option.

Each Option must be granted within ten (10) years from the date on
which the Plan is adopted by the Board of Directors.

V. AVAILABLE SHARES AND STOCK ADJUSTMENTS.

A. The total number of Shares that may be issued pursuant to
Options granted under the Plan shall not exceed 15,000,000 Shares, subject to
adjustment as set forth hereinafter. Shares subject to the Plan may be either
authorized but unissued Shares or Shares that were once issued and subsequently
reacquired by the Corporation. If any Option is surrendered before exercise or
lapses without exercise or for any other reason ceases to be exercisable, the
Shares reserved therefor shall continue to be available under the Plan. The
Corporation will reserve and keep available a sufficient number of authorized
but unissued Shares and/or treasury Shares to be issued upon the exercise of
the Options.

B. In the event of a stock split, reverse stock split, stock
dividend, or a reclassification of the Shares or other similar action by the
Corporation, the total number of Shares which may be issued under the Plan upon
the exercise of Options and the total number of Shares and/or the option price
contained in any outstanding Option pursuant to which Options were granted
under the Plan, shall be appropriately adjusted as determined by the Board of
Directors in its sole discretion. Any such adjustment in the number of Shares
and/or option price of an ISO shall be made in such manner as to not constitute
a modification as defined in Subsection 424(h)(3) of the Code and only to the
extent permitted by Sections 422 and 424 of the Code.

C. In the event of any merger or consolidation or other
reorganization in which the Corporation shall be the surviving corporation and
its shareholders retain all of the Shares held immediately prior to such event
and receive no securities or other property upon the merger or consolidation or
other reorganization, there shall be no change in the securities, the number of
Shares or the option price that the holder of the Option will be entitled to
receive upon the exercise of the Option except as set forth in Paragraph V B,
if applicable.

D. In the event of any merger or consolidation or other
reorganization in which the Corporation shall be the surviving corporation and
its shareholders have a right to receive securities for or other property in
addition to or in lieu of, the outstanding Shares held, each

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<PAGE> 5

holder of an outstanding Option shall be entitled to receive, upon the exercise
of the Option, in lieu of the number of Shares as to which such holder of the
Option would otherwise have been entitled to receive upon the exercise of the
Option immediately prior to such merger or consolidation or other
reorganization, the number and class of shares and other securities and other
property to which such holder of the Option would have been entitled to receive
(or retain) pursuant to the terms of the merger or consolidation or other
reorganization if, at the time of such merger or consolidation or other
reorganization, such holder of the Option had been the holder of record of a
number of Shares equal to the number of Shares to which such Option is then
being so exercised. Comparable rights shall accrue to each holder of an Option
in the event of successive mergers or consolidations or other reorganizations.

E. In the event of any merger or consolidation or other
reorganization, in which the Corporation is not the surviving corporation and
the shareholders of the Corporation shall not receive any equity securities of
the surviving corporation (or its parent) for their Shares, except as
hereinafter set forth, all Options (whether or not vested in whole or in part)
which have not been exercised prior to or upon such event, shall terminate upon
such event unless and to the extent the Board of Directors shall have provided
for the substitution of other options for, or for the assumption by the
surviving corporation (or its parent) of any unexercised Options then
outstanding. Such action by the Board of Directors may be taken with respect
to ISO's only to the extent permitted by the Code, including Sections 422 and
424. Except to the extent the Board of Directors shall have provided for the
substitution of other options for, or for the assumption by another corporation
of, any unexercised Options then outstanding or shall have specifically
otherwise provided as permitted by this Subparagraph E, the Options which have
not vested shall not become exercisable upon such event and all outstanding
Options shall expire upon such event.

F. In the event of any merger or consolidation or other
reorganization in which the Corporation is not the surviving corporation and in
which its shareholders shall receive equity securities (regardless of whether
they receive other property) for their Shares, each holder of an outstanding
Option shall be entitled to receive, upon the exercise of the Option, in lieu
of the number of Shares as to which such holder of the Option would otherwise
have been entitled to receive upon the exercise of the Option immediately prior
to such merger or consolidation or other reorganization, the number and class
of shares and other securities and other property to which such holder of the
Option would have been entitled to receive pursuant to the terms of the merger
or consolidation or other reorganization if, at the time of such merger or
consolidation or other reorganization, such holder of the Option had been the
holder of record of a number of Shares equal to the number of Shares to which
such Option is then being so exercised. Comparable rights shall accrue to each
holder of an Option in the event of successive mergers or consolidations or
reorganizations.

G. Upon the dissolution or liquidation of the Corporation, all
Options, whether or not vested in whole or in part, which have not been
exercised prior to such event shall terminate upon such event.

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<PAGE> 6

H. Any adjustments pursuant to this Paragraph V may provide for
the elimination of any fractional interest which might otherwise become subject
to an Option, with or without consideration, as determined by the Board of
Directors.

VI. OPTION TERMS.

The Options will be granted under terms and conditions set forth in a
written instrument as determined by the Committee from time to time. The
Options will include (but not by way of limitation) the following:

A. Price and Payment - The purchase price of each Share covered
by each Option as determined by the Committee. The purchase price of each
Share covered by an Option shall not be less than the fair market value of a
Share at the time of the granting of the Option. The fair market value of a
Share shall be determined without regard to any restriction other than
restrictions which by their terms will never lapse. The purchase price of the
Shares to which an Option shall be exercised shall be paid in full at the time
of the exercise in cash or by check, subject to collection. The Committee may
also provide that the purchase price may be paid in whole or in part by
assigning to the Corporation a number of Shares having a fair market value,
determined as of the date the Option is exercised, equal to the amount of the
purchase price for the Shares being acquired upon the exercise of the Option
which the Committee permits to be paid by the assigning of Shares to the
Corporation. In such event, the Committee may, in its sole discretion, require
certain representations and other conditions precedent to the acceptance of the
Shares from the Optionee.

B. Duration - The duration of the Options shall be as determined
by the Committee, but in no event shall an Option granted hereunder be
exercisable after the earliest of any of the following dates: (i) the
expiration of ten (10) years from the date the Option is granted; (ii) one (1)
year after the cessation of employment or engagement, as the case may be, of
the holder of the Option with the Corporation, any Subsidiary, or the Parent or
Affiliate, except in the event of termination of such employment or engagement,
as the case may be, by reason of disability or death; (iii) two (2) years after
the cessation of such employment or engagement, as the case may be, in the
event of termination of employment or engagement, as the case may be, due to
death or disability (within in the meaning of Subsection 422(c)(6) of the
Code). The Committee's determination as to whether such employment, engagement
or election of an Optionee has ceased and the effective date thereof shall be
final and conclusive on all persons affected thereby. Whether military or
other government or eleemosynary service or other leave of absence will
constitute termination of such employment or engagement shall be determined in
each case by the Committee in its sole discretion.

C. Non-transferability - ISO's granted under the Plan shall not
be transferable otherwise than by will or the laws of descent and distribution
or as otherwise permitted pursuant to Subsection 424(c)(4) of the Code (or any
successor provision). ISOs may be exercised during

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<PAGE> 7

the lifetime of the Optionee only by the Optionee personally or by the
Optionee's legal representative.

D. Exercise of Option - Options granted hereunder shall be
exercisable in whole or in part as determined by the Committee.

E. Conditions to Exercise of Options - Shares shall not be issued
with respect to any Option granted under the Plan unless the issuance and
delivery of such Shares shall comply with (or be exempt from) all relevant
provisions of law, including, without limitation, the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, any applicable
state securities law, and the requirements of any stock exchange or national
market system on which the Shares may then be listed. If the issuance or
transfer of Shares to be issued or issued pursuant to any Option granted under
the Plan may in the opinion of counsel to the Corporation conflict or be
inconsistent with or not be permitted under any applicable law or regulation of
any governmental agency having jurisdiction, including, without limitation,
regulations promulgated pursuant to federal and state securities laws, the
Corporation reserves the right to delay the issuance of the Shares upon the
exercise of an Option and such delay shall be without liability to or other
obligation of the Corporation. The Corporation shall have no obligation
hereunder to file registration statements or other reports or notices or obtain
any license or permit or exemption under any federal or state law with respect
to the grant of an Option or the issuance of Shares upon the exercise of an
Option or the transfer of such Shares at any time thereafter. The Board of
Directors or Committee may require that the holder of an Option, as a condition
to each exercise of the Option in whole or in part, to represent to the
Corporation in writing that the Shares to be acquired upon the exercise of the
Option are to be acquired by the holder of the Option for investment purposes
only, for such person's own account, and not with a view to distribution and
make such other representations as counsel to the Corporation may reasonably
request to assure the availability of an exemption from or compliance with the
registration, notice, reporting or permitting requirements of applicable
federal or state securities laws. The Option may also set forth such other
terms and conditions relating to the non-registration or qualification of the
Shares or the issuance of the Shares by the Corporation or the transfer of the
Shares by the Optionee under the federal and state securities laws, as the
Board of Directors or Committee may prescribe. Such representations and other
terms and conditions shall continue in effect as long as counsel to the
Corporation may reasonably request.

F. Disposition of Shares - In the event the disposition of Shares
acquired upon the exercise of any Option is not covered by a then current
registration statement under the Securities Act of 1933, as amended, and under
applicable state securities laws, the Shares so purchased shall be restricted
against transfer to the extent and for as long as required by such laws and
regulations promulgated thereunder or until, and as long as, the Shares are
covered by applicable registration statements filed by the Corporation in its
sole discretion.

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<PAGE> 8

G. Tax Withholding - The Corporation, in its sole discretion and
on terms it shall determine, may withhold, or may grant to an Optionee the
right to elect to have withheld, Shares having a fair market value not in
excess of the amount necessary to satisfy the withholding tax obligations of
the Optionee, in whole or in part, relating to the exercise of the Option. In
the event any class of equity security of the Corporation is registered
pursuant to Section 12 of the 34 Act, any election granted to an executive
officer (as defined pursuant to rules promulgated under the 1934 Act) or
director of the Parent shall only be made during the period set forth in Rule
16b-3 promulgated under the 1934 Act (or any successor rule or regulation).
The Optionee shall also pay in cash to the Corporation any amount required
under the Code and other applicable statute or regulation to be withheld upon
the exercise of an Option.

VII. EXERCISE.

An Option granted hereunder shall be exercisable in whole or in part
only by written notice delivered in person or by mail to the President of the
Corporation (or such other person designated by the Committee) at the
Corporation's principal executive office, specifying the number of Shares to be
purchased and accompanied by payment therefor and other consideration in
accordance with the Option. The holder of an Option shall not be deemed to be
a holder of any Shares subject to any Option and shall not be entitled to the
rights of a holder of any Shares, including the right to vote the Shares and to
receive dividends, unless and until such Shares have been issued.

VIII. TERMINATION AND AMENDMENT.

The Board of Directors may at any time terminate the Plan, or make
such amendments thereto or modifications thereof as it shall deem advisable,
including amendments deemed necessary or desirable to conform any ISO to any
change in the Code or regulations thereto; provided, however, that the Board of
Directors may not, without further approval by the shareholders of the
Corporation, increase the maximum number of Shares for which Options may be
granted under the Plan or change the designation of the class of employees and
other persons eligible to receive Options. No termination, modification or
amendment of the Plan shall, without the consent of the Optionee to whom an
Option shall theretofore have been granted, adversely affect the rights of such
Optionee under such Option without the written consent of such Optionee.

IX. MISCELLANEOUS.

A. Applicable Law. The Plan shall be governed and construed in
accordance with the laws of the State of Georgia.

B. Employee/Employer Rights. The granting of Options hereunder
shall be entirely discretionary and nothing in the Plan shall be deemed to give
any person any right of continued employment, engagement or officership, as the
case may be, or give any person any right to

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<PAGE> 9

receive Options or additional Options hereunder or interfere in any way with
the right of the Corporation, its Parent, its Subsidiary or its Affiliate to
terminate the Optionee's employment, engagement or election, as the case may
be, for any reason or the right of the Optionee to terminate his/her
employment, engagement, or officership, as the case may be, for any reason.

C. ISO Grants. The Plan is intended to provide in part for the
grant of ISO's pursuant to Section 422 of the Code, including amendments
thereto hereafter adopted, and the provisions of the Plan as they relate to
ISO's and the ISO's granted shall be construed to effectuate such purpose. If
for any reason it is subsequently determined that an Option intended to qualify
as an ISO does not so qualify, the Corporation, Parent and Subsidiary shall
have no liability to the Optionee and such Options shall be deemed to be
Non-Qualified Stock Options.

X. EFFECTIVE DATE.

The Plan shall become effective on the date of its adoption by the
Board of Directors subject to the approval of the Plan by the shareholders of
the Corporation within twelve (12) months after the date of its adoption. The
date of granting of an Option shall be the date on which the Board of Directors
or the Committee makes the determination of granting such Option or such later
date as designated by the Board of Directors or the Committee.

-9-

<PAGE> 1

EXHIBIT 10.20

Optionee: ______________

Option Shares: ______
(number of shares of
Common Stock)

Purchase Price
per share: $___

Date of Option Grant: _____ __, 1996

First Anniversary
Date: _____ __, 1997

Expiration Date: _____ __, 2003

AMERICAN MEDCARE CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
("OPTION AGREEMENT")

SECTION I
GRANT

AMERICAN MEDCARE CORPORATION ("Corporation") hereby grants to the
optionee set forth above ("Optionee") an incentive stock option ("Option")
within the meaning of Section 422 of the Internal Revenue Code to purchase the
number of shares of common stock $.001 par value, of the Corporation set forth
above (collectively "Option Shares") on the terms and conditions herein set
forth and the provisions of the American Medcare Corporation 1996 Stock Option
Plan, as amended from time to time ("Plan"). The purchase price of each such
Option Share shall be the Purchase Price set forth above. The Option shall
expire on the Expiration Date set forth above, unless sooner terminated as
provided in Section III or Section X of this Option Agreement or Paragraphs V
and VI of the Plan. To the extent the Option does not qualify as an incentive
stock option it shall be treated as options which are not incentive stock
options.

Each term used herein shall have the same meaning as provided in the
Plan unless herein otherwise provided. The Option is granted pursuant to the
Plan.

SECTION II
EXERCISE OF THE OPTION

The Option granted hereunder may be exercised at any time and from
time to time during the period commencing from the date the Option was granted
until the date the Option expires provided and to the extent that this Option
has vested and is exercisable as provided hereinafter and in the Plan.
<PAGE> 2

To the extent any Option Shares do not vest prior to the termination of the
Option for any reason, such Option Shares may not be acquired hereunder.

SECTION III
EARLY TERMINATION OF OPTION

The provisions of Sections I and II of this Option Agreement
notwithstanding, this Option may not be exercised in whole or in part after the
earlier of (i) termination for cause as defined in the employment agreement
("Employment Agreement") between the Corporation and Optionee of event date;
(ii) termination of employment by Optionee for any reason; (iii) three (3)
months following the date of the termination of employment of the Optionee by
the Corporation, any Subsidiary or Parent for any reason, other than for cause,
total disability (as defined in the Employment Agreement) or death of the
Optionee while an employee of the Corporation or any Subsidiary or Parent, and
(iv) twelve (12) months following the date of termination of employment of the
Optionee with the Corporation, any Subsidiary or Parent, in the event the
termination of employment is due to death or to such disability of the
Optionee.

SECTION IV
VESTING OF OPTION

The Option hereby granted shall vest only during the Optionee's
continuous employment with the Corporation and/or any Parent and/or any
Subsidiary, and shall be exercisable only upon and after such vesting and prior
to its termination, by Optionee in accordance with the following schedule:

<TABLE>
<S> <C>
25% of the Option Shares Commencing on the first (1st) anniversary of
the grant of the Option

Additional 25% of the Commencing on the second (2nd)
Option Shares anniversary of the grant of the Option

Additional 25% of the Commencing on the third (3rd)
Option Shares anniversary of the grant of the Option

Additional 25% of the Option Shares Commencing on the fourth (4th)
anniversary of the grant of the Option
</TABLE>

Notwithstanding the foregoing provisions of this Section IV, in the
event of a Change in Control (as hereinafter defined) during the Optionee's
employment with the Corporation and/or any Parent and/or any Subsidiary, the
Option hereby granted shall vest with respect to all of the Option Shares
immediately prior to such Change in Control.

-2-
<PAGE> 3

The term "Change in Control" shall mean:

(i) The acquisition (other than from the Corporation) by any
person, entity or "group" within the meaning of Sections 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934 ("34 Act") (excluding,
for this purpose, the Corporation, its Parent or its Subsidiaries, or
any employee benefit plan of the Corporation, its Parent or its
Subsidiaries) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the 34 Act) of more than 50% of either the
then outstanding shares of common stock of the Corporation or of the
combined voting power of the Corporation's then outstanding voting
securities entitled to vote generally in the election of directors; or

(ii) Individuals who, as of the date hereof, constitute the
board of directors of the Corporation ("Incumbent Board") cease for
any reason to constitute at least a majority of the board of
directors, provided that any individual becoming a director subsequent
to the date hereof whose election, or nomination for election by the
Corporation's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual is a member of the Incumbent
Board; or

(iii) Approval by the shareholders of the Corporation of a
merger, consolidation or other reorganization in each case, with
respect to which persons who were the shareholders of the Corporation
and optionees immediately prior to such merger, consolidation or other
reorganization, immediately thereafter, do not own more than 50% of
the combined voting power entitled to vote generally in the election
of directors of the merged, consolidated or reorganized corporation's
then outstanding voting securities, or of the sale of all or
substantially all of the assets of the Corporation; provided, however,
in such event the Change in Control will be deemed to have occurred
immediately prior to the merger, consolidation or other
reorganization.

The term "Change in Control" shall not include any change in the Board
of Directors of the Corporation as provided in subparagraph (ii) above or any
change in ownership as provided in subparagraph (iii) above resulting from or
arising out of the merger of the Corporation and InfoCure Corporation

SECTION V
TRANSFER

The Option may not be transferred except by will or the laws of
descent and distribution and may be exercised only by Optionee during the
lifetime of the Optionee. More particularly, but without limiting the
generality of the foregoing, the Option may not be assigned, transferred
(except as permitted in Section VI), pledged or hypothecated in any way
(whether by operation of law or otherwise). The Option shall not be subject to
execution, attachment or similar process.

-3-
<PAGE> 4

Any attempted assignment, transfer, pledge, hypothecation, or other disposition
of the Option contrary to the provisions hereof, and the levy of any attachment
or similar process on the Option, shall be null and void and without effect.

SECTION VI
DEATH OF OPTIONEE

SECTION VII
TOTAL OR PARTIAL EXERCISE

The portion of the Option which has vested and is exercisable may be
exercised either at one time as to the total number of such Option Shares or
may be exercised from time to time as to any portion thereof prior to the
termination of the Option.

SECTION VIII
NOTICE OF EXERCISE; ISSUANCE OF CERTIFICATES

Subject to the terms and conditions of the Option, the vested portions
of the Option may be exercised by written notice to the Corporation, at its
principal office at American Medcare Corporation, at
_________________________________________________, or such other place
designated in writing by the Corporation from time to time to the Optionee.
Such notice shall state the election to exercise the Option and the number of
Option Shares in respect of which it is being exercised, and shall be signed by
the person so exercising the Option. Such notice shall be accompanied by a
certified or bank cashier's check payable to the order of the Corporation or
other consideration approved by the Board of Directors for the full purchase
price of the Option Shares in respect of which the Option is being exercised.
If permitted in advance by the Board of Directors, the purchase price may be
paid in whole or in part by assigning to the Corporation a number of shares of
the common stock of the Corporation having a fair market value, determined as
of the date the Option is exercised, equal to the amount of the purchase price
for the Option Shares being acquired upon the exercise of the Option. In such
event, the Board of Directors may, in its sole discretion, require certain
representations and other conditions precedent to the acceptance of the shares
from the Optionee. The certificate or certificates representing the Option
Shares shall be issued and delivered by the Corporation as soon as practicable
after receipt of the notice and payment. Such certificate or certificates
shall be registered in the name of the person so exercising the Option and, if
the Option shall be exercised by Optionee and the Optionee shall so request in
the notice exercising the Option, such certificate or certificates shall be
registered in the name of Optionee and another person jointly, with right of
survivorship, and shall be delivered to or on the written order of the person
or persons exercising the Option. In the event the Option is being exercised
pursuant to Section VI hereof, by any person or persons other

-4-
<PAGE> 5

than Optionee, the notice shall be accompanied by appropriate proof of the
right of such person or persons to exercise the Option.

SECTION IX
ISSUANCE AND TRANSFER OF SHARES

Subject to the provisions of Paragraph VI of the Plan, in the event
the issuance or transfer of Option Shares may, in the opinion of counsel to the
Corporation, conflict or be inconsistent with any applicable law or regulation
of any governmental agency having jurisdiction, the Corporation reserves the
right to refuse or to delay the issuance or transfer of such Option Shares.

SECTION X
ADJUSTMENT, MODIFICATIONS OR TERMINATION
UPON RECAPITALIZATION

In the event of a merger, consolidation, reorganization,
recapitalization, reclassification of stock, stock dividend, split-up, reverse
split or other change in the corporate structure or capitalization of the
Corporation affecting the Corporation's common stock as presently constituted
or the liquidation or dissolution of the Corporation, the Option shall be
adjusted, modified or terminated as provided in or pursuant to the provisions
of Paragraph V of the Plan.

SECTION XI
GOVERNING LAW

This option grant shall be governed by the laws of the State of
Georgia.

AMERICAN MEDCARE CORPORATION

By:
---------------------------------
Name:
----------------------------
Title:
---------------------------

OPTIONEE ACKNOWLEDGMENT

I have read the above Incentive Stock Option Agreement and the
American Medcare Corporation 1996 Stock Option Plan ("Plan") and hereby accept
the above Option to purchase shares of the common stock of the Corporation in
accordance with and subject to the terms and conditions of the Incentive Stock
Option Agreement and the Plan with which I am familiar and I agree to be bound
thereby. I further understand that (i) any rule, regulation and determination,
including interpretation by the Board of Directors or Committee regarding the
Plan, the Options granted thereunder and the exercise thereof shall be final,
conclusive and binding for all purposes and on all persons including the
Corporation and myself; and (ii) the grant of the Option to me shall not affect
in any way the Corporation and/or its Subsidiary and/or Parent's right to
terminate

-5-

<PAGE> 6

my employment for any reason or constitute an agreement by me to remain in the
employ of the Corporation or the Subsidiary or its Parent for any specified
term.

OPTIONEE -
------------------------------

Acceptance Date: As of the Date of Grant

-6-

<PAGE> 1

EXHIBIT 23.2

ACCOUNTANTS' CONSENT

INFOCURE CORPORATION

We consent to the use of the reports of BDO Seidman, LLP included herein
regarding the following corporations:

InfoCure Corporation dated November 29, 1996
American Medcare Corporation dated April 12, 1996
KComp Management Systems, Inc. dated November 15, 1996
Millard-Wayne, Inc. dated October 28, 1996
Health Care Division (a division of Info Systems of North Carolina,
Inc.) dated November 8, 1996
Rovak, Inc. dated November 16, 1996
DR Software, Inc. dated November 23, 1996.

We also consent to the reference to our firm under the heading "Experts" in
the Prospectus.

BDO Seidman, LLP
Atlanta, Georgia
December 23, 1996
<PAGE> 2

EXHIBIT 23.2

ACCOUNTANTS' CONSENT

We consent to the use of our report included herein regarding Healthcare
Information Systems, Inc. dated October 31, 1996 and to the reference to our
firm under the heading "Experts" in the Prospectus.

BDO Seidman, LLP
St. Louis, Missouri
December 23, 1996

<PAGE> 1
EXHIBIT 24.1

INFOCURE CORPORATION

POWER OF ATTORNEY

The undersigned director and/or officer of InfoCure Corporation, a
Delaware corporation ("Company"), does hereby make, constitute and appoint
Frederick L. Fine, Michael Warren and Ugo F. Ippolito, and each of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution,
for the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of the Company (i)
to a Registration Statement of the Company on Form SB-2 or other applicable
form, and all amendments, including post-effective amendments ("Amendments"),
thereto, to be filed by the Company with the Securities and Exchange
Commission, Washington, D.C. ("SEC"), in connection with the registration under
the Securities Act of 1933, as amended ("Securities Act"), of Common Stock of
the Company, and (ii) to a Registration Statement of the Company on Form SB-2
or other applicable form, and all Amendments to be filed by the Company with
the SEC in connection with the registration under the Securities Act of 1933,
as amended ("Securities Act"), of additional shares of Common Stock pursuant to
Rule 462 of the Securities Act proposed to be issued or sold by the Company;
and to file the same, with all exhibits thereto and other supporting documents,
with the Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly
granted.

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 2nd day of December, 1996.

James D. Elliott
-----------------------------------
Name: James D. Elliott
<PAGE> 2
EXHIBIT 24.1

INFOCURE CORPORATION

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 2nd day of December, 1996.

Richard E. Perlman
------------------------------------
Name: Richard E. Perlman

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF INFOCURE CORPORATION FOR THE NINE MONTHS ENDED NOVEMBER
27, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-START> NOV-27-1996
<PERIOD-END> NOV-27-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 100
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 100
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 99
<TOTAL-LIABILITY-AND-EQUITY> 100
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>