INFOCURE CORP, S-3, 1999-01-25

INFOCURE CORP
S-3, 1999-01-25
PREPACKAGED SOFTWARE

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

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INFOCURE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 7372 58-2271614
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)

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1765 THE EXCHANGE, SUITE 450
ATLANTA, GEORGIA 30339
(770) 221-9990
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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LANCE B. CORNELL
SENIOR VICE PRESIDENT--FINANCE
CHIEF FINANCIAL OFFICER
1765 THE EXCHANGE, SUITE 450
ATLANTA, GEORGIA 30339
(770) 221-9990
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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COPIES TO:
OBY T. BREWER III, ESQ. JOHN J. KELLEY III, ESQ.
RICHARD L. HAURY, JR., ESQ. KING & SPALDING
LAUREN Z. BURNHAM, ESQ. 191 PEACHTREE STREET, N.E.
MORRIS, MANNING & MARTIN, L.L.P. ATLANTA, GEORGIA 30303
1600 ATLANTA FINANCIAL CENTER TELEPHONE: (404) 572-4600
3343 PEACHTREE ROAD, N.E. FACSIMILE: (404) 572-5100
ATLANTA, GEORGIA 30326
TELEPHONE: (404) 233-7000
FACSIMILE: (404) 365-9532

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

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

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

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

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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. [_]

CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MAXIMUM AMOUNT OF
SECURITIES REGISTERED BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C>
Common Stock, $.001 par value.... 4,600,000 Shares $146,924,000.00 $40,845.00
</TABLE>
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(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(a) under the Securities Act.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL 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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO
SECTION 8(A), MAY DETERMINE.

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<PAGE>

SUBJECT TO COMPLETION, DATED , 1999

4,000,000 SHARES

[INFOCURE LOGO]

COMMON STOCK

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InfoCure Corporation is offering 3,000,000 shares of its common stock and the
selling stockholders are offering an additional 1,000,000 shares. InfoCure's
common stock is traded on the Nasdaq Stock Market under the symbol "INCX." The
last reported sale price of the common stock on the Nasdaq Stock Market on
January , 1999 was $ per share.

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INVESTING IN THE COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 7.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

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<TABLE>
<CAPTION>
PER
SHARE TOTAL
----- -------
<S> <C> <C>
Public offering price.......................................... $ $
Underwriting discount.......................................... $ $
Proceeds to InfoCure........................................... $ $
Proceeds to the selling stockholders........................... $ $
</TABLE>

InfoCure has granted the underwriters a 30-day option to purchase up to an
additional 600,000 shares of common stock to cover over-allotments.

The underwriters are offering the shares subject to various conditions. The
underwriters expect to deliver the shares to purchasers on or about ,
1999.

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THE ROBINSON-HUMPHREY COMPANY

SG COWEN

SANDERS MORRIS MUNDY

, 1999
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY +
+NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN +
+OFFER TO SELL SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE +
+SECURITIES, IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
<PAGE>

[Inside front cover; Artwork and descriptions to come]

Rovak(R), Micro-Designs Software Corporation(R), WinMED(R), and WinOMS(R) are
registered trademarks of InfoCure. Micro*Star(TM), Ideal(TM), OPMS(TM),
Sentinel(TM) and InfoMine(TM) are service marks of InfoCure. This prospectus
also includes trademarks, service marks, trade names and references to
intellectual property owned by other companies.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
It is not complete and may not contain all of the information that you should
consider before investing in our common stock. We encourage you to read the
entire prospectus carefully, including the section entitled "Risk Factors" and
the financial statements and the notes to those financial statements. In this
prospectus, "InfoCure," "we" and "us" refer to InfoCure Corporation and its
consolidated subsidiaries.

OUR BUSINESS

We are a leading national provider of healthcare practice management software
products and services. Our wide range of practice management software automates
the administrative, financial and clinical information management functions for
doctors, dentists and other healthcare practitioners. We also provide our
customers with ongoing maintenance and support, training and electronic data
interchange, or "EDI," services. Our goal is to become the leading provider of
practice management systems to targeted healthcare practice specialties. These
specialties include anesthesiology, emergency medicine, oral and maxillofacial
surgery, orthodontics, pathology, podiatry and radiology. We believe that our
ability to offer state-of-the-art software products that serve the specific
needs of these healthcare practice specialties and our ability to sell
additional products and services to our existing customer base will help us
achieve this goal. As of December 31, 1998, more than 10,000 customer sites had
installed InfoCure systems. These sites represent approximately 64,000
healthcare providers, and we have systems installed in all 50 states.

Our business model is to grow the sales of software systems and to increase
recurring revenue from ongoing maintenance, support and EDI services. As a
result of this model, approximately 50% of total revenue is currently recurring
in nature. We focus on growing our installed customer base through new system
sales and acquisitions. Since October 1997, we have acquired nine practice
management systems vendors, increasing our pro forma revenue to $74.6 million
for the nine months ended September 30, 1998.

OUR INDUSTRY IS GROWING

Federal and state governments, insurance carriers and other third-party
payors, such as managed care organizations, have moved aggressively to control
rising healthcare costs. More restrictive reimbursement practices have
increased the complexity of accounting, billing and collecting for healthcare
services. To address these challenges, healthcare providers are increasingly
using computers to make their practices more efficient and profitable.
Expenditures on healthcare practice management systems have grown at a compound
annual rate of approximately 26% from 1993 through 1997 and are projected to
grow at a comparable rate through 2000.

OUR PRODUCTS AND SERVICES

Our systems provide significant benefits that enable customers to manage
their practices more efficiently. Our customers are able to choose from a menu
of features and functions most essential to their practices, primarily in the
following areas:

. Administrative management

. Financial management

. Clinical information management

By selecting features and functions, healthcare practitioners can configure
products that serve their specific needs. In addition, we have significant
opportunities to sell additional products and services to our installed
customer base.

We have recently commenced a program emphasizing and broadening the EDI
service capabilities we provide to our customers. EDI allows practitioners to
verify insurance eligibility, receive appropriate referrals, submit claims and
receive reimbursement electronically. We believe that greater utilization of
EDI and the

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resulting increase in the number of "paperless" transactions will improve the
efficiency of healthcare providers. We believe this presents us with the
opportunity to generate significant additional recurring revenue. In addition
to EDI services, we have recently begun to offer InfoMine decision support
software. Using InfoMine, practitioners can quickly analyze the performance of
their practices, including the profitability of contractual relationships with
third-party payors.

STRATEGIES

Our objective is to become the leading provider of advanced, specialty-
specific practice management systems within targeted healthcare specialties.
Our principal strategies to achieve this objective include:

. Continue to take advantage of niche market opportunities

. Cross-sell our services and pursue opportunities with existing customers

. Expand the features of products and services offered

. Establish a national marketing identity

. Take advantage of economies of scale

THE OFFERING

<TABLE>
<S> <C>
Common stock offered:
By InfoCure..................... 3,000,000 shares
By the selling stockholders..... 1,000,000 shares
Common stock to be outstanding
after the offering............... 11,617,181 shares(1)
Use of proceeds................... For repayment of indebtedness incurred to
finance prior acquisitions, working capital
and other general corporate purposes,
including possible future acquisitions. See
"Use of Proceeds."
Nasdaq Stock Market symbol........ INCX
</TABLE>
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(1) Includes 1,000,070 shares of common stock to be issued upon conversion of
our Convertible, Redeemable Preferred Stock, Series A (the "Series A
Preferred") at the same time this offering is completed. Excludes:
2,699,515 shares of common stock issuable upon the exercise of stock
options and warrants outstanding as of December 31, 1998, at a weighted
average exercise price of $6.99 per share. See "Capitalization,"
"Management--Employee Benefit Plans" and Note 11 to the Consolidated
Financial Statements of InfoCure.

Unless otherwise stated, all information in this prospectus reflects the
conversion of our Series A Preferred into 1,000,070 shares of our common stock
and assumes that the underwriters will not exercise their over-allotment
option.

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SUMMARY HISTORICAL CONSOLIDATED AND UNAUDITED PRO FORMA FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31, 1997(1) NINE MONTHS ENDED SEPTEMBER 30, 1998
---------------------------------- ---------------------------------------------
PRO FORMA AS
ACTUAL PRO FORMA ADJUSTED PRO FORMA
(ELEVEN (TWELVE (TWELVE AS ADJUSTED
CONSOLIDATED STATEMENT MONTHS) MONTHS)(2) MONTHS)(2)(3) ACTUAL PRO FORMA(2) (2)(3)
OF OPERATIONS DATA: -------- ---------- ------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenue:
Systems and software... $ 9,733 $ 54,215 $ 54,215 $ 22,261 $ 39,657 $ 39,657
Maintenance, support
and services ......... 8,541 42,937 42,937 16,296 34,952 34,952
-------- -------- -------- ------------- ------------ ------------
Total revenue........... 18,274 97,152 97,152 38,557 74,609 74,609
Operating expense:
Hardware and other
items purchased for
resale................ 4,327 20,563 20,563 7,263 13,406 13,406
Selling, general and
administrative........ 11,653 60,506 60,506 21,493 44,384 44,384
Depreciation and
amortization.......... 1,092 6,840 6,840 2,857 5,039 5,039
Purchased research and
development........... -- 20,000 20,000 -- -- --
Asset impairment,
restructuring and
special charges....... 11,136 13,211 13,211 1,874 2,624 2,624
-------- -------- -------- ------------- ------------ ------------
Total operating
expense............... 28,208 121,120 121,120 33,487 65,453 65,453
Operating income
(loss)................. (9,934) (23,968) (23,968) 5,070 9,156 9,156
Other expense (income):
Interest, net.......... 344 8,217 442 1,826 6,374 318
Other, net............. (223) (358) (358) (95) (113) (113)
-------- -------- -------- ------------- ------------ ------------
Income (loss) before
income taxes........... (10,055) (31,827) (24,052) 3,339 2,895 8,951
Provision (benefit) for
income taxes........... (1,324) (8,278) (5,324) 1,574 1,366 3,667
-------- -------- -------- ------------- ------------ ------------
Net income (loss)....... (8,731) (23,549) (18,728) 1,765 1,529 5,284
Accretive dividend...... -- -- -- 800 800 800
-------- -------- -------- ------------- ------------ ------------
Net income (loss)
available to common
stockholders........... $ (8,731) $(23,549) $(18,728) $ 965 $ 729 $ 4,484
======== ======== ======== ============= ============ ============
Net income (loss) per
share:
Basic.................. $ (1.79) $ (3.27) $ (1.73) $ 0.15 $ 0.10 $ 0.41
Diluted................ $ (1.79) $ (3.27) $ (1.73) $ 0.12 $ 0.07 $ 0.35
Shares used in computing
net income (loss) per
share:
Basic.................. 4,880 7,198 10,850 6,586 7,276 10,927
Diluted................ 4,880 7,198 10,850 8,306 10,108 12,730
OTHER DATA:
EBITDA(4)............... $ 2,517 $ 16,441 $ 16,441 $ 9,896 $ 16,932 $ 16,932
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
--------------------------------
PRO FORMA
AS
ACTUAL PRO FORMA(5) ADJUSTED(5)
------- ------------ -----------
(UNAUDITED, IN THOUSANDS)
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents..................... $ 4,734 $ 6,878 $ 20,409
Working capital............................... 3,366 10,273 28,016
Total assets.................................. 63,803 118,003 127,027
Long-term debt, less current portion.......... 27,369 75,369 1,335
Convertible, redeemable preferred stock....... 8,501 8,501 --
Stockholders' equity.......................... 13,469 10,313 106,084
</TABLE>

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(1) Prior to July 10, 1997, InfoCure conducted no significant operations. On
July 10, 1997, InfoCure completed the contemporaneous acquisition of the
Founding Companies (as defined herein). As described below under "The
Company," InfoCure has made several other acquisitions. The historical
consolidated financial statements of operations data reflect the operations
of each of these acquisitions from the effective date of each such
acquisition except for the RADMAN acquisition which was accounted for as a
pooling of interests and is reflected retroactively for all periods
presented. See "The Company," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Business," and Notes 1 and
3 to the Consolidated Financial Statements of InfoCure.
(2) Unaudited pro forma combined statement of operations data for the twelve
months ended December 31, 1997 and the nine months ended September 30, 1998
give pro forma effect to the following as if they had occurred on January
1, 1997: (i) acquisitions of the Founding Companies; (ii) the Subsequent
Acquisitions (as defined herein); (iii) the HSD Acquisition; (iv) the
borrowing by InfoCure of $40.0 million under its Line of Credit, which
borrowings were used to fund the payment of a portion of the purchase price
for the HSD Acquisition (the "Line of Credit Borrowings"); and (v) the
issuance of notes payable to fund the balance of the purchase price for the
HSD Acquisition. See "The Company" and "Use of Proceeds."
(3) Unaudited pro forma combined statement of operations data as adjusted for
the twelve months ended December 31, 1997 and the nine months ended
September 30, 1998 give effect to the reduction of interest expense
resulting from the proceeds of this offering used to repay the Line of
Credit and other indebtedness incurred in connection with the HSD
Acquisition, the number of shares of common stock sold by InfoCure in this
offering, conversion of the Series A Preferred, and the issuance of shares
of common stock in payment of outstanding earnout commitments and
conversion of a note payable, as if each occurred on January 1, 1997. See
"Use of Proceeds" and "Capitalization."
(4) Represents earnings before interest expense, provision (benefit) for income
taxes, depreciation and amortization, purchased research and development
and asset impairment, restructuring and special charges ("EBITDA"). EBITDA
is not a measurement in accordance with generally accepted accounting
principles ("GAAP") and should not be considered an alternative to, or more
meaningful than, income from operations, net income or cash flows as
defined by GAAP or as a measure of InfoCure's profitability or liquidity.
All registrants do not calculate EBITDA in the same manner and,
accordingly, EBITDA may not be comparable with other registrants. InfoCure
has included information concerning EBITDA because management believes
EBITDA provides a useful measure of InfoCure's performance.
(5) Unaudited pro forma combined balance sheet data, as adjusted, as of
September 30, 1998 give effect to the sale by InfoCure of the 3,000,000
shares of common stock offered hereby at an assumed offering price of
$32.625 per share and the application of the estimated net proceeds
therefrom, the issuance of shares of common stock upon conversion of the
Series A Preferred, the issuance of shares of common stock in payment of
outstanding earnout commitments and conversion of a note payable as if each
was completed on September 30, 1998. Unaudited pro forma combined balance
sheet data as of September 30, 1998 give effect to the HSD Acquisition,
including the related Line of Credit Borrowings and issuance of other notes
payable, and a Put Option exercised by InfoCure in December as if completed
on September 30, 1998. See "The Company."

6
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RISK FACTORS

You should carefully consider the following factors and other information in
this prospectus before deciding to purchase shares of our common stock.

WE MAY FACE DIFFICULTIES INTEGRATING ACQUIRED BUSINESSES

The successful integration of the businesses we acquire is critical to our
future success. Integrating the management and operations of the businesses we
acquire is time consuming, and we cannot guarantee that we will achieve any of
the anticipated synergies and other benefits expected to be realized from the
acquisitions, including those reflected in our unaudited pro forma combined
financial data. We may face difficulties executing our acquisition strategy,
including any one or more of the following:

. difficulty integrating the financial, operational and administrative
functions of acquired businesses;

. difficulty integrating the products of acquired businesses;

. delays in realizing the benefits of our strategies for an acquired
business;

. diversion of management's attention from our existing operations;

. difficulty operating in markets in which we have little prior experience;
or

. inability to retain key employees necessary to continue the operations of
the acquired businesses.

We may incur significant costs associated with acquisitions, principally in
the quarter in which we complete them. We expect such costs to include:

. the direct costs of acquisitions, including fees to financial advisors,
legal counsel and independent auditors;

. the costs of integrating the operations of the companies we acquire; and

. charges related to the elimination of overlapping operations and products
(including in-process research and development).

OUR PRODUCTS MAY NOT BE YEAR 2000 READY

. review products that we currently market or support to determine how
they process dates;

. design and complete modifications to fix any date processing issues that
we identify for these products;

. test products to determine that they can process dates beginning with
the Year 2000; and

. deliver these modifications to our customers for installation and use.

We have designed our Year 2000 readiness tests in a way that we believe will
identify most Year 2000 readiness issues. We have concluded tests for
substantially all of our products that we currently sell or support. We have
determined that a majority of these products are Year 2000 ready. We believe
that all products that we currently sell or support will be Year 2000 ready by
July 1999, but we cannot assure you that they will be. We could experience
delays or failures in developing or implementing modifications necessary to
make a product Year 2000 ready. For products that we do not currently sell or
support, we have attempted to notify all known users of these products that
these products generally are not Year 2000 ready and will not be made Year 2000
ready. We cannot guarantee that we will be able to contact all such users.

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We have substantially completed an assessment of the Year 2000 readiness of
the software and hardware systems that we use in our business. We believe that
almost all of our internal software and hardware systems are Year 2000 ready.
We have contacted several third parties that we do business with to assess
whether the products and systems that they use in their businesses are Year
2000 ready. We intend to complete this assessment by contacting the remainder
of the third parties that we regularly do business with and by developing
strategies that will help us make sure that no material business disruptions
will result from third-party Year 2000 problems. These strategies may include
obtaining assurances that current business partners achieve timely Year 2000
readiness for the products they use in their businesses. If we do not obtain
these assurances we may be required to contract with alternate third parties or
develop a temporary solution. For a more detailed discussion of Year 2000
readiness issues, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Costs Related to the Year 2000."

WE MAY HAVE CHARGES ASSOCIATED WITH ACQUISITIONS AND OTHER EVENTS

At times, we have terminated the use of software products, personnel and
facilities of businesses that we have acquired. This has resulted in
substantial charges for discontinued products, impairment of goodwill, employee
terminations and termination of leases and other contracts. Our pro forma
financial statements for the nine months ended September 30, 1998 reflect
charges for such items totaling $2.6 million. In addition, we expect to write
off approximately $9.0 million of in-process research and development in
connection with an acquisition we completed in the fourth quarter of 1998. We
may write off similar charges in connection with future acquisitions. Recently,
the Securities and Exchange Commission (the "Commission") has required
companies to reduce the amount of such charges and to restate previously issued
financial statements. If the Commission were to require InfoCure to restate its
financial statements, the announcement of such a restatement could have an
adverse effect on the trading price of InfoCure's common stock.

In addition, we plan to prepay the outstanding balance on our Line of Credit
which may result in a charge of as much as $5.1 million for the early
extinguishment of this debt by the first quarter of 1999.

In June 1998, the Board of Directors approved restricted stock awards for
35,000 shares to Mr. Fine, 30,000 shares to Mr. Price and 30,000 shares to Mr.
Perlman. The total value of these restricted stock awards was approximately
$1.1 million on the date of grant. The restricted stock awards vest ratably
over a ten-year term but vesting can be accelerated upon the occurrence of
certain events. One-half of the shares subject to the restricted stock awards
vested in the first quarter of 1999 when our common stock traded at $25.00 or
more for 20 consecutive days. The remaining shares will vest immediately at the
time our common stock is traded at $40.00 or more for 20 consecutive days. We
expect to incur a compensation charge of an estimated $500,000 related to the
restricted stock awards, based on the current market price of our common stock,
in the first quarter of 1999. Because of the accelerated vesting provisions, it
is possible that we will incur an additional charge of an estimated $550,000,
based on the current market price of our common stock, in the first quarter of
1999. We do not expect to grant additional restricted stock awards in the
future and therefore do not expect to incur compensation charges relating to
restricted stock awards in the future.

WE MAY HAVE DIFFICULTIES MANAGING OUR GROWTH

Our growth places a significant strain on our management and operations. Our
future growth will depend, in part, on our ability to implement and expand
financial control systems, train and manage our employee base and provide
support and services to an increasing customer base. Key personnel have
recently joined InfoCure, and none of our officers has had significant
experience in managing a large, public company. Our success is dependent to a
significant degree on our ability to hire, retain and motivate sales, marketing
and technical employees. We believe that there is a shortage of, and
significant competition for, personnel with the advanced technological,
managerial and marketing skills necessary in our business. Our ability to
implement our growth strategy could be adversely affected by an inability to
hire additional qualified personnel.

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<PAGE>

WE MAY FACE DIFFICULTIES IMPLEMENTING OUR ACQUISITION STRATEGY

We intend to pursue acquisitions of businesses, product lines and
technologies that are complementary to our business. These acquisitions will
enable us to achieve our objective of becoming the leading provider of
advanced, specialty-specific practice management systems. Our ability to grow
through acquisitions will depend upon:

. the availability of suitable acquisition candidates at acceptable
acquisition prices;

. the availability of capital to complete acquisitions; and

. the market value of our stock.

We may experience increased competition for acquisition candidates. This
would mean that fewer acquisition opportunities would be available to us and
that acquisition prices could be higher.

Future acquisitions also could have a significant impact on our financial
condition and capital needs, creating substantial fluctuations in our quarterly
and annual results of operations. Furthermore, future acquisitions may require
us to issue additional equity securities, incur additional debt, amortize the
costs of goodwill and intangible assets, and write off in-process research and
development. Additionally, businesses that we acquire could experience problems
that we are not aware of at the time of the acquisitions. Such problems might
include unknown liabilities, Year 2000 problems, software bugs or adverse
litigation and claims. Any one of these risks could have a material adverse
effect on our business. See "--We May Face Difficulties Integrating Acquired
Businesses," "Business--Industry Overview" and "--Strategy."

WE ARE A RELATIVELY NEW COMPANY

We have conducted our operations on a consolidated basis since July 10, 1997.
We have only recently implemented company-wide systems and procedures designed
to manage our combined enterprise. We cannot guarantee that we will ultimately
be able to integrate successfully the operations of all of our acquired
businesses. The inability to successfully integrate our acquisitions and reduce
our operating expenses could have a material adverse effect on future results
and could negatively impact our ability to acquire other companies or otherwise
execute our business strategy. As a result of this growth through acquisitions,
a year-to-year comparison of our historical financial statements does not
accurately reflect future results.

OUR QUARTERLY OPERATING RESULTS MAY VARY AND IN THE PAST WE HAVE EXPERIENCED
LOSSES

Our operating results may vary significantly from quarter to quarter. In
addition, we have experienced historical losses. Our operating results are
influenced by such factors as:

. the timing of and charges associated with completed acquisitions or other
events;

. changes in customer purchasing patterns;

. competition;

. the timing of sales;

. the timing of and cost related to new product introductions and upgrades;

. the length of sales cycles;

. the time required to install products; and

. the levels of advertising and promotional expenditures.

Our sales cycle is influenced by such factors as the size of the transaction,
size of the customer, changing business plans of the customer, pace of the
customers' decision-making process and general economic

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conditions. Therefore, it is difficult to forecast revenue from system sales.
The sales and installation efforts for our AS/400 products are more expensive
and require more time than for our Windows-based products. Moreover, sales of
AS/400 products occur less frequently than sales of our Windows-based products,
but typically result in greater revenue per sale. In addition, we recognize
substantially lower margins on hardware sales relative to software sales.
Fluctuations in sales of hardware relative to sales of software may negatively
affect our operating margins in a particular quarter.

We operate without any significant backlog of product orders. A majority of
the revenue realized in a quarter results from orders received or services
rendered in that quarter. Thus, operating results for any particular quarter
are not necessarily an indication of future results. Uncertainties associated
with the introduction of new products and with general market trends may limit
our ability to forecast accurately short-term results of operations.
Additionally, substantially all of our expenses are relatively fixed, including
costs of personnel, facilities and communications, and are not susceptible to
rapid reduction.

COMPETITION COULD REDUCE REVENUE FROM OUR PRODUCTS AND SERVICES

Currently, the practice management systems industry in the United States is
characterized by a large number of relatively small, regionally-focused
companies and a few national vendors. We believe that the primary competitive
factors in this market are:

. product features;

. ability to customize products by practice specialty;

. customer service, support and satisfaction;

. price;

. ongoing product enhancements; and

. reputation and stability of the vendor.

Our principal competitors include both national and regional practice
management systems vendors. Some of our national competitors have greater
financial, development, technical, marketing and sales resources than we have.
If competition in the practice management systems industry intensifies, we may
be required to lower the prices we charge for our products and services. This
may have a material adverse effect on future results. It is anticipated that
additional competitors are likely to enter the practice management systems
market as it expands.

OUR SUCCESS DEPENDS ON OUR ABILITY TO PROTECT THE CONFIDENTIALITY OF OUR
SOFTWARE

We rely on a combination of trade secrets, copyright and trademark laws,
license agreements, nondisclosure and other contractual provisions, and
technical measures to protect our proprietary rights. Our software technology
is not patented and existing copyright laws offer only limited practical
protection. In addition, we generally have not entered into confidentiality
agreements with our employees. We cannot guarantee that the legal protections
that we rely on will be adequate to prevent misappropriation of our technology.
In addition, these protections do not prevent independent third-party
development of competitive products or services. We believe that our products,
trademarks and other proprietary rights do not infringe upon the proprietary
rights of third parties. However, we cannot guarantee that third parties will
not assert infringement claims against us in the future or that any such
assertion will not require us to enter into a license agreement or royalty
agreement with the party asserting a claim. Responding to and defending against
any such infringement claim may require significant management resources and
otherwise have a material adverse effect on future results.

10
<PAGE>

OUR PRODUCTS MAY NOT BE ACCEPTED BY CUSTOMERS

Evolving healthcare industry standards, technological advances in software
and hardware, and changes in customer demands require significant ongoing
expenditures for the development and timely introduction of new products and
enhancements. We cannot guarantee that we will successfully develop new
products or enhancements of existing products that will satisfy the needs of
customers. Further, products or technologies developed by others may render our
products and technologies noncompetitive or obsolete. In either case, our
failure to gain market acceptance of new products and enhancements by both
existing customers and new customers would adversely affect our revenue. For
example, we have only recently begun to emphasize our EDI service capabilities
and we do not know whether this service will be accepted by our customers. In
addition, we have only recently begun to offer InfoMine decision software to
the anesthesiology market. We do not know whether this software will be
accepted by our anesthesiology customers or whether we will be able to offer
the product to other healthcare practice specialties.

While we test our products, they may contain defects or problems. These
defects or problems could result in the failure of our customers' systems or
the inability of those systems to perform properly. Our contracts with our
customers contain provisions that limit our liability for those types of
defects or problems; however, these provisions may not be enforceable and may
not protect us from liability. While we have general liability insurance that
we believe is adequate, including coverage for errors and omissions, we may not
be able to maintain this insurance on reasonable terms in the future. In
addition, our insurance coverage may not be sufficient to cover large claims
and our insurer could disclaim coverage on claims. If we are liable for an
uninsured or underinsured claim or if our premiums increase significantly, our
financial condition could be adversely affected.

WE MAY HAVE LIABILITY IF OUR PRODUCTS ARE DEFECTIVE

Our products perform functions for a healthcare provider's financial records,
patient medical records and treatment plans. If our products fail to provide
accurate, confidential and other timely information, including failures related
to the Year 2000, we may incur liability or face other claims. We cannot
guarantee that we will not be subject to such claims in the future or that
contractual limitations on liability will be enforceable. We currently maintain
product liability insurance on all of our products. We cannot guarantee that
such insurance will adequately cover any specific claim asserted against us. A
successful claim brought against us in excess of our insurance coverage could
have a material adverse effect on future results. Even unsuccessful claims
could result in substantial cost, divert management's attention from our
operations and decrease or delay market acceptance of our products.

OUR STOCK PRICE IS VOLATILE

The trading price of our common stock has been highly volatile at relatively
low trading volumes since our initial public offering and we expect significant
fluctuations to continue. These fluctuations are driven by factors including:

. quarterly variations in operating results;

. announcements of acquisitions, technological innovations or new product
releases by us or our competitors; and

. changes in prices of our products or of competitors' products.

Statements made by industry analysts relating to our competitors have
resulted in an immediate adverse effect on the market price of our common stock
in the past and could have a similar result in the future. Statements by
industry analysts regarding our business or markets could contribute to
volatility in the market price of our common stock. In addition, the stock
market has from time to time experienced extreme price and volume fluctuations
which have particularly affected the market price for the securities of many
healthcare

11
<PAGE>

information systems companies. These broad market fluctuations may adversely
affect the market price of our common stock.

WE MAY NEED ACQUISITION FINANCING IN THE FUTURE

We intend to use proceeds from this offering to repay indebtedness, including
indebtedness incurred to finance prior acquisitions. We expect to finance
future acquisitions, if any, through cash from operations, our commercial line
of credit or other indebtedness, issuances of common stock or other securities,
or any combination of these sources. We cannot guarantee that capital will be
available on terms acceptable to us, or at all. See "Use of Proceeds" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

OUR SUCCESS DEPENDS ON OUR KEY EXECUTIVES

Our business depends on the continued efforts of our executive officers and
senior managers. Our strategy has been to retain the most talented personnel of
our acquired businesses. We will also likely be dependent on members of the
senior management of any business that we acquire in the future. If any of
these persons becomes unable or unwilling to continue his or her role with us,
or if we are unable to attract or retain other qualified employees, future
results could be adversely impacted. Although we have entered into employment
agreements with key executives, we cannot guarantee that any individual will
continue in his present capacity with us for any particular period of time.

THE CONSOLIDATION OF THE HEALTHCARE INDUSTRY COULD ADVERSELY AFFECT OUR RESULTS

Many healthcare providers are consolidating into larger practice groups with
greater market presence. As a result, these providers have greater bargaining
power which may lead to declining prices for our products. This could have an
adverse effect on our future results. In addition, the consolidation of smaller
practice groups may require the resulting larger group to unify its practice
management systems. We believe that once a healthcare provider has chosen a
particular practice management systems vendor, it will rely on that vendor for
its future practice management systems requirements. Thus, the vendor with the
broadest market share will have a competitive advantage as consolidation
continues. An inability to make initial sales of practice management systems to
healthcare providers prior to consolidation or to maintain our existing
customer base subsequent to consolidation may have a material adverse effect on
future results.

WE MAY BE SUBJECT TO CHANGING GOVERNMENT REGULATIONS

The confidentiality of patient records and the circumstances under which such
information may be used or released are subject to increasing state and federal
regulation. Regulations governing electronic healthcare data transmissions are
evolving rapidly and are often unclear and difficult to apply. The Health
Insurance Portability and Accountability Act of 1996 mandates the establishment
of national standards for certain types of electronic healthcare information
transactions to ensure the integrity and confidentiality of such information.
We cannot guarantee that such standards will not materially restrict the
ability of our customers to obtain or disseminate patient information through
the use of our products. Any material restriction on the ability of healthcare
providers to obtain or disseminate patient information could adversely affect
our business and future results.

The U.S. Food and Drug Administration ("FDA") has jurisdiction to regulate
computer products and software as medical devices if they are intended for use
in the diagnosis, cure, mitigation, treatment or prevention of disease. We have
not determined the extent to which our practice management software products
would be deemed to be medical devices subject to FDA regulation. Noncompliance
with applicable FDA requirements can result in such things as fines,
injunctions, suspension of production, revocation of approvals or clearances
previously granted, and criminal prosecution. FDA policies, or other laws or
regulations concerning the manufacture or marketing of healthcare information
systems, may increase the cost and time required to deliver new or existing
products and therefore may have a material adverse effect on future results.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business--Government Regulation."

12
<PAGE>

OUR MANAGEMENT AND MAJOR STOCKHOLDERS CAN INFLUENCE STOCKHOLDER ACTIONS THROUGH
THEIR SHARE OWNERSHIP

Taking into account all of the shares of common stock outstanding after this
offering, directors, executive officers and major stockholders will
beneficially own approximately 16% of the outstanding shares of common stock.
Although these persons do not presently have any agreements to act in concert,
any such agreement would make it difficult for others to elect the entire Board
of Directors and to control the disposition of any matter submitted to a vote
of stockholders. See "Principal and Selling Stockholders."

FUTURE SALES OF SHARES COULD AFFECT OUR STOCK PRICE

The market price for our common stock could fall dramatically if our
stockholders sell large amounts of our common stock in the public market
following this offering. These sales, or the possibility that these sales may
occur, could make it more difficult for us to sell equity or equity-related
securities in the future. The number of shares of common stock available for
sale in the public market is limited by restrictions under federal securities
law and by certain "lock-up" agreements that our executive officers and
directors have entered into with the underwriters. The lock-up agreements
restrict our executive officers and directors from selling or otherwise
disposing of any of their shares for a period of 90 days after the date of this
prospectus without the prior written consent of The Robinson-Humphrey Company,
LLC. The Robinson-Humphrey Company, LLC may, however, in its sole discretion
and without notice, release all or any portion of the shares from the
restrictions in the lock-up agreements. After this offering, we will have
11,522,181 outstanding shares of common stock, based upon shares outstanding as
of December 31, 1998 assuming no exercise of the underwriters' over-allotment
option and no exercise of outstanding options or warrants. On or prior to the
90th day following the date of this prospectus, we intend to register for
resale approximately additional shares of common stock. All of these shares
will be subject to 90-day lock-up agreements. Our shares thus will become
eligible for sale in the public market as follows:

<TABLE>
<S> <C>
shares.. Date of this prospectus (includes the shares sold in this offering)
shares.. 90 days after the date of this prospectus
shares.. At various dates commencing on , 1999
</TABLE>

Only of the shares eligible for sale on the 90th day after the date of
this prospectus or afterward will be subject initially to certain volume and
other limitations under Rule 144 of the Securities Act of 1933, as amended (the
"Securities Act"). If these holders cause a large number of shares to be sold
in the public market, our stock price could fall significantly. See "Shares
Eligible for Future Sale."

OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND DELAWARE LAW MAY INHIBIT A
TAKEOVER OF INFOCURE

Certain provisions of Delaware law, our Certificate of Incorporation and
Bylaws could, together or separately, have the effect of delaying, deferring or
preventing an acquisition of InfoCure and limit the price that investors might
be willing to pay in the future for our common stock. These provisions, among
other things: (a) authorize our Board of Directors to issue, without further
stockholder approval, preferred stock with rights and preferences senior to the
rights associated with the common stock; (b) classify the Board of Directors
into three classes of directors with each class serving staggered three year
terms; and (c) limit stockholders' ability to call or make proposals at
stockholder meetings.

13
<PAGE>

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus contain forward-looking
information. These statements are found in the sections entitled "Prospectus
Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business." They
include statements concerning:

. our growth and operating strategy;

. liquidity and capital expenditures;

. use of proceeds of the offering;

. our financing plans;

. trends in our industry and in healthcare generally;

. trends in government regulation; and

. payment of dividends.

You can identify these statements by forward-looking words such as "expect,"
"believe," "goal," "plan," "intend," "estimate," "may" and "will" or similar
words. You should be aware that those statements are subject to known and
unknown risks, uncertainties and other factors, including those discussed in
the section entitled "Risk Factors," that could cause the actual results to
differ materially from those suggested by the forward-looking statements.

14
<PAGE>

THE COMPANY

InfoCure was incorporated in Delaware in November 1996. Prior to July 10,
1997, InfoCure conducted no significant operations and generated no revenue. On
July 10, 1997, InfoCure completed the acquisitions of: American Medcare
Corporation ("AMC") (including its subsidiaries, International Computer
Solutions, Inc. ("ICS"), Health Care Division, Inc. and Millard-Wayne, Inc.
("Millard-Wayne")); DR Software, Inc. ("DR Software"); KComp Management
Systems, Inc. ("KComp"); and Rovak, Inc. ("Rovak"). These companies are
collectively referred to herein as the "Founding Companies." On July 10, 1997,
InfoCure also completed its initial public offering of 1.4 million shares of
common stock at a price to the public of $5.50 per share, resulting in net
proceeds to InfoCure of approximately $6.0 million.

Effective October 1, 1997, InfoCure acquired SoftEasy, Inc. ("SoftEasy"),
Commercial Computers, Inc. ("CCI") and Professional On-Line Computers, Inc.
("POLCI"). SoftEasy provided practice management systems for podiatrists. CCI
provided UNIX- and Windows-based practice management systems for mid-size and
large medical practices and clinics. POLCI provided AS/400-based practice
management systems to hospital-affiliated physician practices, large non-
hospital physician clinics, radiology practices and management service
organizations.

Effective November 1, 1997, InfoCure acquired PACE Financial Corporation
("PACE") and effective December 1, 1997, InfoCure acquired the orthodontic
business unit of HALIS Services, Inc. ("OPMS"). PACE provided AS/400 practice
management systems. OPMS provided Windows-based software solutions for
orthodontists.

Effective January 1, 1998, InfoCure acquired Micro-Software Designs, Inc.
("MDI") and Medical Software Integrators, Inc. ("MSI"). MDI provided Windows-
based client/server practice management software, with an emphasis on oral and
maxillofacial surgery practices. MSI provided practice management systems to
independent anesthesiology practices.

On October 23, 1998, InfoCure acquired substantially all of the assets and
assumed certain liabilities of the Healthcare Systems Division ("HSD") of the
Reynolds and Reynolds Company (the "HSD Acquisition"). HSD provided healthcare
practice management systems principally to radiology, anesthesiology and
enterprise-wide medical practices. With the HSD Acquisition, InfoCure entered
the radiology market and increased its presence in anesthesiology and among
larger general medical practices utilizing AS/400 systems. InfoCure believes
that the installed customer base of HSD included 1,580 practice sites,
representing 35,020 physicians. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Shares Eligible for Future
Sale" and Unaudited Pro Forma Combined Financial Statements of InfoCure.

On December 23, 1998, InfoCure completed a merger with Radiology Management
Systems, Inc. ("RADMAN"), a provider of practice management systems for
radiologists. The merger with RADMAN added approximately 2,000 radiologists to
InfoCure's customer base and strengthened its position as the largest supplier
of healthcare information systems to radiology practices in the United States.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Shares Eligible for Future Sale" and Unaudited Pro Forma Combined
Financial Statements of InfoCure.

The acquisitions of SoftEasy, CCI, POLCI, PACE, OPMS, MDI, MSI, HSD and
RADMAN are referred to herein as the "Subsequent Acquisitions."

On January , 1999, InfoCure entered into a definitive agreement to acquire
by merger MSM, Inc., a provider of practice management systems for
dermatologists (the "MSM Acquisition"). With the MSM Acquisition, InfoCure will
enter the dermatology market. InfoCure expects the MSM Acquisition will be
completed by February 1999, but no assurance can be given that the MSM
Acquisition will be completed by that date or at all. See "Management's
Discussion and Analysis of Financial Condition and Results of

15
<PAGE>

Operations," "Shares Eligible for Future Sale" and the Unaudited Pro Forma
Combined Financial Statements of InfoCure.

THE INSTITUTIONAL PLACEMENT

On September 28, 1998, InfoCure completed the sale of 203,338 shares (the
"Institutional Placement") of common stock in a private placement to an
institutional investor (the "Investor") for $2.5 million. The Investor
committed to invest up to an additional $7.5 million upon the exercise by
InfoCure of options ("Put Options") through February 28, 2000. Generally, upon
exercise of a Put Option, the Investor must tender the amount designated by
InfoCure (the "Investment Amount"). The number of shares to be issued upon
exercise of a Put Option is determined by dividing the Investment Amount by an
amount (the "Subscription Date Price") equal to 92.5% of the average of the
lowest three consecutive trading day closing sale prices of the common stock
during the 22 trading days immediately preceding exercise of such Put Option.
Generally, Put Options may be exercised only once every 30 days and only if
defined conditions are met, including minimum average daily trading volumes
for InfoCure's common stock and a minimum Subscription Date Price of $10.00
(the "Floor Price").

On December 11, 1998, InfoCure issued an additional 147,984 shares to the
Investor for $2.5 million pursuant to the second Put Option. On December 28,
1998, the parties waived the mandatory 30-day waiting period between Put
Option exercises and the Investor agreed that InfoCure could exercise a third
Put Option for $2.0 million for 80,000 shares of common stock. The exercise of
the third Put Option was closed on January 21, 1999. As a result of these
transactions, there is currently $3.0 million still available under this
agreement.

Of the 431,322 shares acquired by the Investor to date, shares are
offered hereby and are offered pursuant to the Resale Registration
Statement (as defined herein), subject to a 90-day Lock-up Agreement (as
defined herein). InfoCure is required to file a registration statement to
register for resale by the Investor any shares of common stock issuable upon
exercise of subsequent Put Options. Each subsequent registration statement
must be declared effective not later than 90 days from the corresponding Put
Option closing. If a registration statement is not declared effective within
the applicable period, InfoCure must pay a cash penalty of 1.5% of the
Investment Amount per month until the registration statement is declared
effective. The Investor signed a lock-up agreement pursuant to which it agreed
not to sell any common stock (other than common stock offered by the Investor
in this offering) for a period of 90 days from the date of the prospectus. See
"Shares Eligible for Future Sale."

The Investor is entitled to receive additional shares of common stock
("Adjustment Shares") if the average closing sale price of the common stock
determined during the 22 trading days immediately preceding the registration
statement effective date (the "Effective Date Price") is lower than the
Subscription Date Price. In such event, the Investor will receive that number
of Adjustment Shares equal to (i) the Investment Amount divided by the greater
of the Effective Date Price or the Floor Price, less (ii) the Investment
Amount divided by the Subscription Date Price. InfoCure has the right to pay
cash in lieu of the issuance of Adjustment Shares if the Effective Date Price
is lower than the Floor Price.

To date, InfoCure has paid an aggregate of $255,000 to the Investor for fees
relating to the exercised Put Options and is required to pay an additional
cash fee of 1.25% of the amount invested pursuant to any subsequent exercise
of a Put Option. Additionally, InfoCure issued the Investor a five-year
warrant to purchase 100,000 shares of common stock at an exercise price of
$23.00 per share.

InfoCure's principal offices are located at 1765 The Exchange, Suite 450,
Atlanta, Georgia 30339, and its telephone number is (770) 221-9990.

16
<PAGE>

USE OF PROCEEDS

The net proceeds to InfoCure from the sale of the 3,000,000 shares of common
stock offered hereby are estimated to be approximately $91.7 million, assuming
an offering price of $32.625 per share and after deducting estimated
underwriting discounts and commissions and estimated expenses payable by
InfoCure in connection with this offering. InfoCure will not receive any
proceeds from the sale of common stock by the selling stockholders.

InfoCure will use approximately $77.2 million of the net proceeds of this
offering to repay amounts outstanding under its commercial loan agreement (the
"Line of Credit") and amounts outstanding under a $10.0 million acquisition
note to the former owner of HSD incurred in connection with the HSD
Acquisition. The balance of the net proceeds of this offering will be used by
InfoCure for working capital and other general corporate purposes, including
potential future acquisitions.

As of December 31, 1998, the aggregate outstanding balance under the Line of
Credit was $68.4 million, which was borrowed primarily to fund the cash portion
of the purchase price for several of the Subsequent Acquisitions. The Line of
Credit comprises three loans, a $40.0 million bridge loan, a $20.0 million
acquisition loan and an $8.5 million term loan.The interest rates on the $8.5
million term loan and the $40.0 million bridge loan are fixed at 9.50% per
year. The interest rate on the $20.0 million acquisition loan is the lender's
base rate plus 1% and is currently 8.75% per year. The Line of Credit must be
paid in full not later than October 28, 2002. The $10.0 million note payable to
the former owner of HSD bears interest at rates increasing from 8.0% to 14.0%.
Of amounts outstanding under the Line of Credit, approximately $41.2 million
was used to fund a portion of the purchase price of HSD and the balance was
used to fund prior acquisitions.

Pending application of the net proceeds as described above, InfoCure intends
to invest the net proceeds of the offering in short-term, investment-grade,
interest-bearing securities. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital Resources"
and "Business--Strategy."

17
<PAGE>

PRICE RANGE OF COMMON STOCK

On January , 1999 InfoCure's common stock commenced trading on the Nasdaq
Stock Market under the symbol "INCX." From July 10, 1997 until January , 1999
the common stock was listed on the American Stock Exchange under the symbol
"INC." The following table sets forth the high and low closing sale prices per
share of the common stock for the periods indicated, as reported on the
American Stock Exchange or the Nasdaq Stock Market, as the case may be.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997 HIGH LOW
---------------------------- ---- ----
<S> <C> <C>
Third Quarter (beginning July 10, 1997)................. $ 5 5/8 $ 3 15/16
Fourth Quarter.......................................... 9 1/2 5 3/4
<CAPTION>
YEAR ENDED DECEMBER 31, 1998 HIGH LOW
---------------------------- ---- ----
<S> <C> <C>
First Quarter........................................... $17 1/16 $ 8 1/4
Second Quarter.......................................... 16 3/16 10 15/16
Third Quarter........................................... 16 15/16 12 3/4
Fourth Quarter.......................................... 32 3/4 11 5/8
YEAR ENDED DECEMBER 31, 1999 HIGH LOW
---------------------------- ---- ----
First Quarter (through January 21, 1999)................ $33 1/4 $28 1/2
</TABLE>

On January 21, 1999, the last reported sale price for the common stock was
$32.625 per share. As of December 31, 1998 there were approximately 350
stockholders of record of the common stock based on transfer agent reports.

DIVIDEND POLICY

InfoCure has neither declared nor paid any cash dividends on its common stock
or its preferred stock and does not anticipate paying any cash dividends in the
foreseeable future. The Line of Credit generally prohibits InfoCure from
declaring or paying any dividends or other distributions with respect to its
capital stock.

18
<PAGE>

CAPITALIZATION

The following table sets forth, as of September 30, 1998, the short-term debt
and capitalization of InfoCure; the pro forma capitalization of InfoCure which
gives effect to: (i) the HSD Acquisition and (ii) the issuance of 227,984
shares of common stock (subject to adjustment) in the Institutional Placement;
and the pro forma capitalization of InfoCure as adjusted to give effect to: (i)
the issuance and sale by InfoCure of the 3,000,000 shares of common stock
offered hereby at an assumed offering price of $32.625 per share (the last
reported sale price on January 21, 1999), after deducting underwriting
discounts and commissions and estimated offering expenses payable by InfoCure;
(ii) the application of the estimated net proceeds to InfoCure of this
offering; (iii) the conversion of the Series A Preferred; (iv) the issuance of
shares of common stock in payment of outstanding earnout commitments; and (v)
the conversion of a note payable. See "Use of Proceeds." This table should be
read in conjunction with the Consolidated Financial Statements of InfoCure and
Notes thereto appearing elsewhere in this prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
--------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
-------- --------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Short-term debt, including current portion of
long-term debt................................ $ 2,766 $ 6,766 $ 2,590
======== ======== ========
Long-term debt, excluding current portion...... $ 27,369 $ 75,369 $ 1,335
-------- -------- --------
Preferred Stock, $0.001 par value; 2,000,000
shares authorized; 850,060 shares of
Convertible, Redeemable Preferred Stock,
Series A, liquidation preference $10.00 per
share (subject to adjustment in certain
circumstances), issued and outstanding, actual
and pro forma; no shares outstanding pro forma
as adjusted................................... 8,501 8,501 --
-------- -------- --------
Stockholders' equity:
Common Stock, $0.001 par value; 15,000,000
shares authorized;
7,316,256 shares issued and 7,275,813 shares
outstanding, actual(1)...................... 7
7,544,240 shares issued and 7,503,797 shares
outstanding, pro forma(2)................... 7
11,657,624 shares issued and 11,617,181
shares outstanding, pro forma as
adjusted(3)................................. 12
Additional paid-in capital................... 26,950 32,794 133,667
Accumulated deficit.......................... (12,155) (21,155) (26,262)
Deferred compensation........................ (1,111) (1,111) (1,111)
Treasury stock, at cost...................... (222) (222) (222)
-------- -------- --------
Total stockholders' equity................. 13,469 10,313 106,084
-------- -------- --------
Total capitalization....................... $ 49,339 $ 94,183 $107,419
======== ======== ========
</TABLE>
- --------
(1) Excludes: (i) 2,474,515 shares of common stock issuable upon the exercise
of stock options and warrants outstanding as of December 31, 1998, at a
weighted average exercise price of $6.80 per share; and (ii) 84,294 shares
of common stock issuable upon the conversion of outstanding convertible
notes as of December 31, 1998. See "Management--Employee Benefit Plans" and
Note 11 to the Consolidated Financial Statements of InfoCure.
(2) Excludes: (i) 2,699,515 shares of common stock issuable upon the exercise
of stock options and warrants outstanding as of December 31, 1998, at a
weighted average exercise price of $7.24 per share; and (ii) 84,294 shares
of common stock issuable upon the conversion of outstanding convertible
notes as of December 31, 1998. See "Management--Employee Benefit Plans" and
Note 11 to the Consolidated Financial Statements of InfoCure.
(3) Excludes 2,699,515 shares of common stock issuable upon the exercise of
stock options and warrants outstanding as of December 31, 1998, at a
weighted average exercise price of $7.24 per share. See "Management--
Employee Benefit Plans" and Note 11 to the Consolidated Financial
Statements of InfoCure.

19
<PAGE>

DILUTION

The tangible book value (deficit) of InfoCure at September 30, 1998 was
approximately $(26.1) million, or approximately $(3.58) per share of common
stock. Net tangible book value (deficit) per share represents the amount of
InfoCure's tangible assets less total liabilities, divided by the total number
of shares of common stock outstanding. After giving effect to the HSD
Acquisition and related financing and the Put Option exercised by InfoCure in
December 1998, the tangible book value (deficit) of InfoCure on a pro forma
basis at September 30, 1998 was approximately $(63.3) million or approximately
$(8.43) per share of common stock.

Dilution per share represents the difference between the amount per share
paid by investors in this offering and the net tangible book value (deficit)
per share at September 30, 1998 adjusted to give effect to this offering. After
giving effect to the sale of the shares of common stock by InfoCure hereby at
an assumed offering price of $32.625 per share (the closing price on January
21, 1999) and after receipt and application of the estimated net proceeds
therefrom of $91.7 million (after deducting the underwriting discounts and
commissions and estimated offering expenses payable by InfoCure), the net
tangible book value of InfoCure on a pro forma as adjusted basis as of
September 30, 1998 would have been $37.0 million or $3.19 per share of common
stock. This represents an immediate increase in net tangible book value of
$11.62 per share to existing stockholders and an immediate dilution of $29.44
per share to purchasers in this offering.

The following table illustrates the dilution per share as described above:

<TABLE>
<S> <C> <C>
Assumed public offering price per share.................... $32.63
------
Net tangible book value (deficit) per share--historic ... $(3.58)
Increase in net tangible book value (deficit) per share
attributable to pro forma adjustments................... (4.85)
------
Net tangible book value (deficit) per share--pro forma .. (8.43)
Increase in net tangible book value per share
attributable to offering adjustments.................... 11.62
------
Net tangible book value per share after the offering..... 3.19
------
Dilution per share to new investors........................ $29.44
======
</TABLE>

20
<PAGE>

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The selected historical consolidated financial data of InfoCure set forth
below is qualified in its entirety by, and should be read in conjunction with,
the Consolidated Financial Statements of InfoCure, including the Notes thereto,
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this prospectus. The consolidated statements
of operations data for the years ended January 31, 1994 and 1995 and the
consolidated balance sheet data as of January 31, 1994, 1995 and 1996 are
derived from the audited financial statements of AMC which are not included in
this prospectus. The consolidated statements of operations data for the years
ended January 31, 1996 and 1997 and the eleven months ended December 31, 1997,
and the consolidated balance sheet data as of January 31, 1997 and December 31,
1997 are derived from, and are qualified by reference to, the consolidated
financial statements included elsewhere in this prospectus. The consolidated
statement of operations data for the nine months ended October 31, 1997 and
September 30, 1998 and the consolidated balance sheet data as of September 30,
1998 are derived from InfoCure's unaudited consolidated financial statements
included elsewhere in this prospectus. The financial statements for all periods
presented give retroactive effect to pooling of interests treatment for the
merger with RADMAN completed December 23, 1998. In the opinion of management,
the unaudited consolidated financial statements have been prepared on a basis
consistent with the audited consolidated financial statements which appear
elsewhere in this prospectus, and include all adjustments, consisting only of
normal recurring adjustments, necessary for a fair statement of the financial
condition and results of operations for the periods presented. See the
Consolidated Financial Statements of InfoCure.
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED JANUARY 31, ELEVEN MONTHS NINE MONTHS ENDED
---------------------------------- ENDED -------------------------
DECEMBER 31, OCTOBER 31, SEPTEMBER 30,
1994 1995 1996 1997 1997 1997 1998
------- ------- ------- ------- ------------- ----------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS
DATA (1):
Revenue:
Systems and software................. $ 4,794 $ 3,595 $ 3,998 $ 3,857 $ 9,733 $5,813 $22,261
Maintenance, support and services ... 2,877 2,789 2,074 2,494 8,541 5,951 16,296
------- ------- ------- ------- ------- ------ -------
Total revenue.......................... 7,671 6,384 6,072 6,351 18,274 11,764 38,557
Operating expense:
Hardware and other items purchased
for resale.......................... 2,163 1,558 1,240 1,192 4,327 2,837 7,263
Selling, general and administrative.. 5,154 5,268 5,368 5,427 11,653 7,605 21,493
Depreciation and amortization........ 155 188 238 237 1,092 713 2,857
Asset impairment, restructuring and
special charges..................... -- -- -- -- 11,136 -- 1,874
------- ------- ------- ------- ------- ------ -------
Total operating expense................ 7,472 7,014 6,846 6,856 28,208 11,155 33,487
Operating income (loss) ............... 199 (630) (774) (505) (9,934) 609 5,070
Other expense (income):
Interest, net........................ 50 54 69 82 344 240 1,826
Other, net........................... (12) (21) (122) (5) (223) (175) (95)
Loss associated with failed
acquisitions.......................... 872 -- -- -- -- -- --
------- ------- ------- ------- ------- ------ -------
Income (loss) before income taxes...... (711) (663) (721) (582) (10,055) 544 3,339
Provision (benefit) for income taxes... 167 (64) (227) (868) (1,324) 252 1,574
------- ------- ------- ------- ------- ------ -------
Net income (loss)...................... (878) (599) (494) 286 (8,731) 292 1,765
Accretive dividend..................... -- -- -- -- -- -- 800
------- ------- ------- ------- ------- ------ -------
Net income (loss) available to common
stockholders.......................... $ (878) $ (599) $ (494) $ 286 $(8,731) $ 292 $ 965
======= ======= ======= ======= ======= ====== =======
Net income (loss) per share:
Basic................................ $ (1.79) $ 0.06 $ 0.15
Diluted.............................. $ (1.79) $ 0.06 $ 0.12
Shares used in computing net income
(loss) per share:
Basic................................ 4,880 4,574 6,586
Diluted.............................. 4,880 4,970 8,306
OTHER DATA:
EBITDA(2).............................. $ 366 $ (421) $ (414) $ (263) $ 2,517 $1,497 $ 9,896
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
JANUARY 31,
---------------------------------- DECEMBER 31, SEPTEMBER 30,
1994 1995 1996 1997 1997 1998
------- ------- ------- ------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET
DATA:
Cash and cash
equivalents.............. $ 154 $ 9 $ 254 $ 216 $ 1,626 $ 4,734
Working capital........... (1,132) (1,847) (1,599) (1,841) (4,266) 3,366
Total assets.............. 3,027 2,106 2,251 5,682 31,125 63,803
Long-term debt, less
current portion.......... 881 839 399 1,265 7,289 27,369
Convertible, redeemable
preferred stock.......... -- -- -- -- -- 8,501
Stockholders' equity...... (1,125) (2,076) (2,590) (768) 3,631 13,469
</TABLE>
- --------
(1) Prior to July 10, 1997, InfoCure conducted no significant operations. On
July 10, 1997, InfoCure completed the contemporaneous acquisition of the
Founding Companies. For accounting purposes, AMC is the predecessor to
InfoCure and the "accounting acquirer" of the Founding Companies. For
periods prior to July 10, 1997, the historical consolidated financial
statement of operations data reflect the operations of AMC. The historical
consolidated financial statement of operations data reflect the operations
of each of these acquisitions from and after the effective date of each
such acquisition. See "The Company," "Management's Discussion and Analysis
of Financial Condition and Results of Operations," "Business" and Notes 1
and 3 to the Consolidated Financial Statements of InfoCure.
(2) Represents earnings before interest expense, provision (benefit) for income
taxes, depreciation and amortization, purchased research and development,
and asset impairment, restructuring and special charges ("EBITDA"). EBITDA
is not a measurement in accordance with generally accepted accounting
principles ("GAAP") and should not be considered an alternative to, or more
meaningful than, income from operations, net income or cash flows as
defined by GAAP or as a measure of InfoCure's profitability or liquidity.
All registrants do not calculate EBITDA in the same manner and,
accordingly, EBITDA may not be comparable with other registrants. InfoCure
has included information concerning EBITDA herein because management
believes EBITDA provides a useful measure of InfoCure's performance.

22
<PAGE>

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

The following discussion should be read in conjunction with the Unaudited Pro
Forma Combined Financial Statements of InfoCure and Notes thereto, and the
Consolidated Financial Statements of InfoCure and Notes thereto included
elsewhere in this prospectus.

OVERVIEW

InfoCure is a leading national provider of healthcare practice management
software products and services to targeted healthcare specialties. InfoCure
derives revenue from the sale of practice management software, the resale of
related hardware and the provision of customer support and services. Software
sales include the license of new software products and software upgrades.
InfoCure resells hardware components in connection with a portion of its
software sales. Customer support and services include ongoing product
maintenance and support, the installation of new and upgraded software and
hardware, customer training and EDI. Customer support and services typically
are provided either pursuant to renewable annual contracts or on a fee basis.
InfoCure derives revenue from both customers and third-party clearinghouses by
providing EDI services through contractual arrangements with such parties.

InfoCure bases its revenue recognition policies for sales of software on the
provisions of the American Institute of Certified Public Accountants'
("AICPA's") Statement of Position ("SOP") 97-2 "Software Revenue Recognition."
Revenue from software sales is recognized upon shipment in instances where
InfoCure has evidence of a contract, the fee charged is fixed and determinable
and collection is probable. Revenue from support and maintenance contracts,
which are typically one year in length, is recognized ratably over the life of
the contract. Revenue from other services is recognized as the services are
provided. Hardware resales are recognized upon product shipment.

Depreciation and amortization expense results primarily from the amortization
of goodwill, which represents the excess of the consideration paid by InfoCure
over the fair value of the net assets acquired in acquisitions accounted for
under the purchase method of accounting. As of September 30, 1998, InfoCure had
goodwill, net of accumulated amortization, of $37.8 million. Goodwill is
amortized over its estimated useful life of 15 years. This goodwill results in
an amortization expense estimated to total approximately $2.5 million per year.
Depreciation and amortization expense also includes depreciation of property
and equipment and amortization of software development costs. Property and
equipment are assigned lives ranging from three to five years. Software
development costs are expensed until technological feasibility is achieved.
Costs incurred after achievement of technological feasibility and before
general release are capitalized and generally amortized over a four-year life.
Costs incurred after general release are expensed as incurred.

InfoCure completed seven acquisitions of practice management software vendors
between July 10, 1997 and September 30, 1998. These acquisitions were the
primary source of the substantial growth in InfoCure's revenue and other
components of its operating results. Therefore, a year to year comparison of
InfoCure's results of operations for the prior two years is not necessarily
indicative of future results. See "The Company" for a more detailed discussion
of these acquisitions.

RESTRUCTURING PLAN

Effective December 1, 1997, InfoCure adopted a plan (the "Restructuring
Plan") to restructure its operations by consolidating existing facilities and
acquired operations. In connection with the Restructuring Plan, which was
completed in the second quarter of 1998, InfoCure took restructuring charges
totaling $13.0 million, of which $11.1 million was recorded in the fourth
quarter of 1997 and $1.9 million was recorded in the first six months of 1998.
As a result of the Restructuring Plan, InfoCure wrote down approximately:

23
<PAGE>

. $7.8 million representing an impairment of goodwill associated with prior
acquisitions and capitalized software for discontinued products of
approximately $6.3 million and $1.5 million, respectively;

. $3.3 million to reflecting the recognition of contingent consideration
earned or deemed payable under the terms of certain acquisition
agreements for acquired companies affected by the Restructuring Plan;

. $1.1 million representing severance and other termination benefits for
the termination of certain redundant staff positions;

. $461,000 reflecting the elimination of redundant facilities and
cancellation of leases and other contracts; and

. $296,000 representing other asset write downs and costs associated with
the Restructuring Plan.

For a more detailed discussion of these restructuring charges, see Note 4 to
the Consolidated Financial Statements of InfoCure.

CHANGE IN FISCAL YEAR

In the first quarter of 1998, InfoCure changed its fiscal year end from
January 31 to December 31. As a result, InfoCure's fiscal year beginning
February 1, 1997 ended on December 31, 1997 and reflected eleven months of
operations. The consolidated financial data provided herein reports InfoCure's
financial statements as of and for the fiscal years ended December 31, 1997 and
January 31, 1997, and as of and for the nine months ended September 30, 1998
and October 31, 1997.

SUBSEQUENT EVENT--ACQUISITION OF HSD

On October 23, 1998, InfoCure acquired HSD. During its fiscal year ended
September 30, 1997, HSD reported restructuring and other special charges of
$2.1 million. These charges, which exclude in-process research and development
discussed below, represent employee termination costs, consisting of
involuntary severance and voluntary retirement benefits, and a write off of
discontinued software licensed to customers. In its fiscal year ended September
30, 1998, HSD recorded asset impairment charges of $750,000. See the Unaudited
Pro Forma Combined Financial Statements of InfoCure and Notes A and B to the
Financial Statements of the Healthcare Systems Division of The Reynolds and
Reynolds Company.

In connection with the HSD Acquisition, InfoCure wrote off in-process
research and development totaling $9.0 million. The write off was expensed as a
non-recurring charge as of the acquisition date. This write off reflected
efforts to develop commercial software products for which technological
feasibility was not established and for which there was no alternative future
use. The value of purchased in-process research and development was determined
on the basis of an independent appraisal using projected discounted net cash
flows related to the software products under development and gave effect to
estimated costs to complete development and future revenue to be earned upon
commercialization or the extension of the useful life of the applicable
products. The resulting projected net cash flows were based on management's
estimates of revenue and operating profits related to such products. See the
Unaudited Pro Forma Combined Financial Statements of InfoCure.

During its fiscal year ended September 30, 1997, HSD reported an $11.0
million charge representing a write off of in-process research and development
in conjunction with its previous acquisitions. In-process research and
development represented development costs of software for which technological
feasibility was not established and for which there was no alternative future
use. See the Unaudited Pro Forma Combined Financial Statements of InfoCure and
Note B to the Financial Statements of the Healthcare Systems Division of The
Reynolds and Reynolds Company.

24
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth certain statement of operations data as a
percentage of gross revenue for the periods indicated:

<TABLE>
<CAPTION>
TWELVE MONTHS ELEVEN MONTHS NINE MONTHS
ENDED ENDED ENDED NINE MONTHS ENDED
JANUARY 31, 1997 DECEMBER 31, 1997 OCTOBER 31, 1997 SEPTEMBER 30, 1998
---------------- ----------------- ---------------- ------------------
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENT
OF OPERATIONS DATA:
Revenue:
Systems and software... 60.7 % 53.3 % 49.4 % 57.7 %
Maintenance, support
and services.......... 39.3 46.7 50.6 42.3
----- ----- ----- -----
Total revenue........... 100.0 100.0 100.0 100.0
Operating expense:
Hardware and other
items purchased for
resale................ 18.8 23.7 24.1 18.8
Selling, general and
administrative........ 85.5 63.8 64.6 55.7
Depreciation and
amortization.......... 3.7 6.0 6.1 7.4
Asset impairment,
restructuring and
special charges....... -- 60.9 -- 4.9
----- ----- ----- -----
Total operating
expense................ 108.0 154.4 94.8 86.8
Operating income
(loss)................. (8.0) (54.4) 5.2 13.2
Interest and other
expense (income), net.. 1.2 0.6 0.6 4.5
----- ----- ----- -----
Income (loss) before
provision (benefit) for
income taxes and
minority interest...... (9.2) (55.0) 4.6 8.7
Provision (benefit) for
income taxes........... (13.7) (7.2) 2.1 4.1
----- ----- ----- -----
Net income (loss)....... 4.5 % (47.8)% 2.5 % 4.6 %
===== ===== ===== =====
</TABLE>

NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED OCTOBER 31,
1997

Total Revenue. Total revenue for the nine months ended September 30, 1998 was
$38.6 million compared to total revenue of $11.8 million for the nine months
ended October 31, 1997. The increase of $26.8 million in total revenue reflects
primarily the combined revenue of the Founding Companies for the entire nine
month period in 1998 and revenue from the Subsequent Acquisitions as of their
respective effective dates. Revenue for periods prior to July 10, 1997 includes
only revenue of InfoCure's predecessor, AMC, and its consolidated subsidiaries.
Systems and software revenue was $22.3 million for the nine months ended
September 30, 1998, or 57.7% of total revenue, compared to $5.8 million, or
49.4% of total revenue, for the nine months ended October 31, 1997. The
increase as a percentage of total revenue was primarily a result of a higher
percentage mix of systems and software revenue among acquired companies and
relatively strong demand for several of InfoCure's software products in the
nine months ended September 30, 1998. Maintenance, support and services revenue
was $16.3 million, or 42.3% of total revenue for the nine months ended
September 30, 1998, compared to $6.0 million, or 50.6% of total revenue, for
the nine months ended October 31, 1997. Management anticipates that
maintenance, support and services revenue will increase as a percentage of
total revenue in future periods.

Hardware and Other Items Purchased for Resale. Hardware and other items
purchased for resale consist of costs incurred to purchase hardware, and
include costs of forms and postage, outsourced hardware maintenance, third-
party software and other items for resale in connection with sales of new
systems and software. The costs required to install such systems and to perform
software maintenance and support services

25
<PAGE>

are reported in selling, general and administrative expenses. For the nine
months ended September 30, 1998, cost of hardware and other items purchased for
resale was $7.3 million, or 18.8% of total revenue,
compared to $2.8 million, or 24.1% of total revenue, for the nine months ended
October 31, 1997. The increase in cost of hardware and other items purchased
for resale reflects primarily the increase in total costs of hardware and other
items purchased for resale resulting from InfoCure's acquisitions. The decrease
in cost of hardware and other items purchased for resale as a percentage of
total revenue reflects a lower percentage of revenue from sales of hardware.

Selling, General and Administrative. Selling, general and administrative
expense includes salaries and benefits, product development expense, product
maintenance and support expense, variable commissions and bonuses,
advertisement and promotional marketing materials, travel, communications,
facilities, insurance and other administrative expense. Selling, general and
administrative expense increased to $21.5 million, or 55.7% of total revenue,
for the nine months ended September 30, 1998 compared to $7.6 million, or 64.6%
of total revenue, for the nine months ended October 31, 1997. This increase
reflects primarily an increase in the marketing and administrative personnel
and other selling and administrative costs necessary to support the
consolidated businesses of the acquired companies. The decrease in selling,
general and administrative expense as a percentage of total revenue reflects
InfoCure's ability to take advantage of economies of scale resulting from the
larger installed customer base and a higher base of revenue realized from its
acquisitions.

Depreciation and Amortization. Depreciation and amortization expense was $2.9
million, or 7.4% of total revenue, for the nine months ended September 30, 1998
compared to $713,000, or 6.1% of total revenue, for the nine months ended
October 31, 1997. Increased depreciation and amortization expense represents
primarily the significant increase in goodwill arising from InfoCure's
acquisitions.

Asset Impairment, Restructuring and Special Charges. In the nine months ended
September 30, 1998, InfoCure incurred a cost of $1.9 million associated with
the Restructuring Plan.

Operating Income (Loss). Income from operations was $5.1 million, or 13.2% of
total revenue, for the nine months ended September 30, 1998 compared to
$609,000, or 5.2% of total revenue, for the nine months ended October 31, 1997.
This increase represents primarily the profitable results of operations of
InfoCure's acquisitions, as well as efficiencies realized by InfoCure from a
larger installed customer base and higher total revenue.

Interest and Other Expense (Income), Net. Net interest and other expense
increased to $1.7 million for the nine months ended September 30, 1998 compared
to $65,000 for the nine months ended October 31, 1997. The increase relates
primarily to increases in interest expense associated with indebtedness
incurred to complete InfoCure's acquisitions.

Provision (Benefit) for Income Taxes. The provision for income taxes was $1.6
million for the nine months ended September 30, 1998 compared to $252,000 for
the nine months ended October 31, 1997. This represents an effective tax rate
of 47% for the most recent nine month period and 46% for the earlier period.
The effective tax rate is higher than the combined statutory federal and state
tax rates as a result of the amortization of nondeductible goodwill related to
certain stock-based acquisitions.

ELEVEN MONTHS ENDED DECEMBER 31, 1997 COMPARED TO TWELVE MONTHS ENDED JANUARY
31, 1997

Total Revenue. Total revenue for the eleven months ended December 31, 1997
was $18.3 million compared to total revenue of $6.4 million for the twelve
months ended January 31, 1997. This increase of $11.9 million in total revenue
primarily reflects the completion of the acquisition of the Founding Companies
and Subsequent Acquisitions completed in 1997 as of their respective effective
dates. Revenue for periods prior to July 10, 1997 included only revenue of
InfoCure's predecessor, AMC, and its consolidated subsidiaries. Systems and
software revenue was $9.7 million for the eleven months ended December 31,
1997, or 53.3% of total revenue, compared to $3.9 million, or 60.7% of total
revenue, for the twelve months ended January 31, 1997. Maintenance, support and
services revenue was $8.5 million for the eleven months ended December 31,
1997, or 46.7% of total revenue, compared to 2.5 million, or 39.3% of total
revenue, for the twelve months ended January 31, 1997.

26
<PAGE>

Cost of Hardware and Other Items Purchased for Resale. For the eleven months
ended December 31, 1997, cost of hardware and other items purchased for resale
was $4.3 million, or 23.7% of total revenue, compared to $1.2 million, or 18.8%
of total revenue, for the twelve months ended January 31, 1997. The increase in
cost of hardware and other items purchased for resale reflects primarily the
increase in total costs of hardware and other items purchased for resale
resulting from InfoCure's acquisitions. The increase in cost of hardware and
other items purchased for resale as a percentage of total revenue reflects
increased revenue from sales of hardware as a percentage of total revenue.

Selling, General and Administrative. Selling, general and administrative
expense increased to $11.7 million, or 63.8% of total revenue, for the eleven
months ended December 31, 1997, compared to $5.4 million, or 85.5% of total
revenue, for the twelve months ended January 31, 1997. This increase reflects
primarily additional marketing and administrative personnel and other selling
and administrative costs necessary to support the significantly expanded
business associated with InfoCure's acquisitions completed during the eleven
months ended December 31, 1997. The decrease in selling, general and
administrative expense as a percentage of total revenue reflects InfoCure's
ability to take advantage of economies of scale resulting from the larger
installed customer base and a higher base of revenue realized from its
acquisitions.

Depreciation and Amortization. Depreciation and amortization expense was $1.1
million, or 6.0% of total revenue, for the eleven months ended December 31,
1997, compared to $237,000, or 3.7% of total revenue, for the year ended
January 31, 1997. Increased depreciation and amortization expense represents
primarily the significant increase in goodwill resulting from InfoCure's
acquisitions completed during the eleven months ended December 31, 1997.

Asset Impairment, Restructuring and Special Charges. In the eleven months
ended December 31, 1997, InfoCure incurred a cost of $11.1 million associated
with the Restructuring Plan.

Operating Income (Loss). Loss from operations was $9.9 million, or 54.4% of
revenue, for the eleven months ended December 31, 1997, compared to the loss
from operations of $505,000, or 8.0% of revenue, for the year ended January 31,
1997. The loss from operations resulted primarily from the costs associated
with the Restructuring Plan.

Interest and Other Expense (Income), Net. Net interest and other expense
increased to $121,000 for the eleven months ended December 31, 1997, compared
to $77,000 for the year ended January 31, 1997. This increase relates primarily
to increases in interest expense associated with indebtedness incurred to
complete InfoCure's acquisitions.

Provision (Benefit) Income Taxes. InfoCure realized income tax benefits in
the amounts of $1.3 million and $868,000 for the eleven months ended December
31, 1997 and the year ended January 31, 1997, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, InfoCure has financed its operations through a
combination of commercial borrowings, cash generated from operations and sales
of equity. As of September 30, 1998, InfoCure had cash and cash equivalents of
$4.7 million and working capital of $3.4 million. During the nine months ended
September 30, 1998, InfoCure generated $359,000 of cash from operating
activities, representing principally net income of $1.8 million, non-cash
depreciation and amortization expenses of $2.9 million offset by an increase in
accounts receivable of $4.4 million and net reductions in accounts payable and
accrued expenses of $800,000.

During the nine months ended September 30, 1998, cash used in investing
activities was $19.5 million, representing primarily cash used for acquisitions
of $18.1 million and property and equipment purchases of $1.4 million. Of the
cash invested in acquisitions, $12.8 million and $5.3 million were used to
acquire MDI and

27
<PAGE>

MSI, respectively. The MDI acquisition provided InfoCure with its Windows-based
client/server practice management software serving oral and maxillofacial
surgery practices. This software is being further developed by InfoCure as a
core product serving these and other specialties. The MSI acquisition provided
InfoCure with a leading position among office-based anesthesiology practices. A
substantial portion of the property and equipment costs represented InfoCure's
investment in its telecommunications infrastructure.

During the nine months ended September 30, 1998, InfoCure generated cash from
financing activities of $22.3 million, including $13.0 million net proceeds
from the Line of Credit and $7.8 million net proceeds from the issuance of the
Series A Preferred. These net proceeds were principally used to fund InfoCure's
acquisitions of PACE, MDI and MSI. The PACE acquisition provided InfoCure with
its Ideal core software product for larger general medical practices utilizing
AS/400 systems. In October 1998, InfoCure used $41.2 million from the Line of
Credit to fund a portion of the purchase price for HSD.

The Line of Credit comprises (a) an $8.5 million term loan (the "Term Loan");
(b) a $20.0 million acquisition loan (the "Acquisition Loan"); and (c) a $40.0
million convertible bridge loan (the "Convertible Bridge Loan"). Outstanding
principal amounts under the Term Loan and Acquisition Loan are due in 16 equal
quarterly installments commencing January 1999 as follows: for the Term Loan,
installments of $527,000 each and for the Acquisition Loan, installments of
$1.2 million each. Outstanding principal amounts under the Convertible Bridge
Loan are due quarterly commencing April 1, 1999, and are payable as follows:
four payments of $1.0 million each; seven payments of $2.0 million each; two
payments of $4.0 million each; and one payment in the amount of the balance
outstanding. The Convertible Bridge Loan must be repaid to the extent of
proceeds received by InfoCure from any public offering of securities.
Additionally, the lender has the right to demand a $10.0 million prepayment of
the Convertible Bridge Loan at any time before May 22, 1999 and is entitled to
certain additional annual prepayments based on InfoCure's excess cash flow.
Prepayment premiums ranging from 1% to 3% of principal outstanding apply to
early payment of principal amounts under the Term Loan and the Acquisition
Loan. The interest rates on the Term Loan and the Convertible Bridge Loan are
fixed at 9.50% per year. The interest rate on the Acquisition Loan is the
lender's base rate plus 1% through March 1, 1999. After March 1, 1999, the rate
is the lender's base rate plus a percentage based on InfoCure's senior debt
service coverage ratio. Interest on all three loans is due quarterly, in
arrears, on the same dates as the principal payments. The Line of Credit must
be paid in full not later than October 28, 2002. The Line of Credit is secured
by substantially all of InfoCure's assets.

On February 9, 1998, InfoCure completed the private placement of 850,060
shares of Series A Preferred, resulting in gross proceeds to InfoCure of $8.5
million and net proceeds of approximately $7.8 million after payment of selling
commissions to the placement agent for the offering and other expenses of the
offering. InfoCure granted to the placement agent a warrant to acquire 100,000
shares of InfoCure's common stock at an exercise price of $9.00 per share. The
Consolidated Financial Statements of InfoCure reflect an accretive dividend
attributable to the preferred stockholders in the amount of $800,000 with
respect to the issuance costs and the fair market value of the warrant related
to the Series A Preferred. The Series A Preferred will convert to 1,000,070
shares of common stock upon the completion of this offering.

On September 28, 1998, InfoCure completed the sale of 203,338 shares of
common stock for $2.5 million in the Institutional Placement. The Investor
committed to invest an additional $7.5 million, which must be invested from
time to time at the request of InfoCure in its sole discretion and subject to
certain price and trading volume limitations, upon the exercise of Put Options
through February 28, 2000. Subsequently, InfoCure completed the sale of 147,984
shares of common stock for $2.5 million in December 1998 and the sale of 80,000
shares of common stock for $2.0 million in January 1999. See "The Company" and
Note 11 to the Consolidated Financial Statements of InfoCure.

In connection with the HSD Acquisition, InfoCure delivered to Reynolds and
Reynolds a $10.0 million, five-year, convertible promissory note, bearing
interest per annum at rates commencing at 8.0% and increasing each year to a
maximum of 14.0%. The note is convertible at the option of InfoCure during the
first year of the term into common stock at a price based on the market value
of the common stock at the conversion date. In addition, InfoCure delivered to
Reynolds and Reynolds a $2.0 million subordinated promissory note payable
within 120 days of the closing of the HSD Acquisition. See Note 14 to the
Consolidated Financial Statements of InfoCure.

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<PAGE>

InfoCure believes that the proceeds of this offering, together with its
operating cash flow and available funds under the Line of Credit and the
Institutional Placement, will be sufficient to fund InfoCure's working capital
requirements through at least the next twelve months. InfoCure currently
intends to use proceeds from this offering to repay indebtedness under the Line
of Credit and the $10.0 million note payable to the former owner of HSD.
InfoCure expects to finance future acquisitions, if any, through one or more of
the following sources: cash from operations, the Line of Credit or other
indebtedness, and issuances of common stock or other securities. No assurance
can be given that InfoCure will generate cash from operations or that external
capital will be available on terms acceptable to InfoCure, or at all. See "Risk
Factors--We May Need Acquisition Financing in the Future" and "Use of
Proceeds."

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting
Comprehensive Income. SFAS No. 130 requires companies to display, with the same
prominence as other financial statements, the components of other comprehensive
income. SFAS No. 130 requires that an enterprise classify items of other
comprehensive income by their nature in a financial statement and display the
accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of the balance
sheet. SFAS No. 130 is effective for InfoCure's interim periods during the
fiscal year ending December 31, 1998 but does not have any impact on InfoCure's
consolidated financial statements.

In June 1997, the FASB issued SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information, which supersedes SFAS No. 14, Financial
Reporting for Segments of a Business Enterprise. SFAS No. 131 establishes
standards for the way that public companies report information about operating
segments in annual financial statements and requires reporting of selected
information about operating segments in interim financial statements issued to
the public. It also establishes standards for disclosures regarding products
and services, geographic areas and major customers. SFAS No. 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. SFAS No. 131 is effective for financial statements for InfoCure's
fiscal year ending December 31, 1998 and requires comparative information for
earlier years to be restated. Management has been unable to fully evaluate the
impact, if any, it may have on future financial statement disclosures. Results
of operations and financial position, however, will be unaffected by
implementation of this standard.

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 requires companies to
recognize all derivative contracts as either assets or liabilities on the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the objective of which
is to match the timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the hedged asset
or liability that are attributable to the hedged risk, or (ii) the earnings
effect of the hedged forecasted transaction. For a derivative not designated as
a hedging instrument, the gain or loss is recognized as income in the period of
change. SFAS No. 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. Historically, InfoCure has not entered into
derivative contracts either to hedge existing risks or for speculative
purposes. Accordingly, InfoCure does not expect adoption of the new standard on
January 1, 2000 to affect its financial statements.

SOP 97-2, Software Revenue Recognition, issued in October 1997, superseded
SOP 91-1 and was effective for InfoCure for transactions entered into after
December 31, 1997. This statement provides guidance on applying GAAP in
recognizing revenue on software transactions and establishes certain criteria
for revenue recognition. InfoCure adopted SOP 97-2 in the first quarter of
1998. The adoption of this statement did not have a significant impact on
InfoCure's consolidated financial statements and is not expected to have a
significant impact in the future.

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<PAGE>

COSTS RELATED TO THE YEAR 2000 READINESS

Many installed computer systems and software products are designed to accept
and process year codes with only two digits in their date fields. These systems
and products are not "Year 2000 ready" because they may not operate properly
when requested to distinguish dates beginning in the year 2000. InfoCure has
implemented a plan in which it assesses, modifies and tests its products to
determine their Year 2000 readiness. As a result of these assessments,
modifications and tests, InfoCure believes that a majority of its products are
Year 2000 ready. For those of its products that it intends to support, InfoCure
has implemented a program for developing and installing modifications that
address date processing issues. In general, these modifications represent
relatively short segments of software code. Customers that are on current
maintenance contracts qualify to receive these modifications. InfoCure believes
that it will complete its Year 2000 readiness program by July 1999, but
InfoCure cannot be certain that it will do so. InfoCure could experience delays
or failures developing or implementing Year 2000 readiness modifications.
InfoCure also may be required to hire additional technical personnel to address
Year 2000 readiness issues, and InfoCure cannot guarantee that such additional
personnel will be available. In addition, customers may not install software
solutions received by us in a proper or timely manner, and InfoCure may not be
able to locate affected customers that are not currently a party to a
maintenance contract. Further, because a customer's products are often
interfaced with the customer's existing third-party applications, its products
may not operate properly due to the failure of such third-party applications to
be Year 2000 ready. InfoCure estimates that the remaining costs to complete its
Year 2000 readiness program are approximately $400,000. These estimates are
based on assumptions that InfoCure believes to be reasonable at this time,
however, no assurance can be given that these assumptions will remain accurate.
While InfoCure does not expect that the failure of any of its products to be
Year 2000 ready will have a material adverse effect on its business or results
of operations, InfoCure cannot guarantee that any such failure would not have
such an effect.

Multiple lawsuits relating to Year 2000 issues have been filed against
certain of InfoCure's competitors. The plaintiffs in these lawsuits have sought
compensatory damages and equitable and injunctive relief. InfoCure has taken
measures to avoid these types of lawsuits. However, as InfoCure develops and
implements its Year 2000 readiness plan, InfoCure cannot guarantee that Year
2000-related claims will not be brought against it in the future, that the
assertion of such claims will not result in litigation or that InfoCure would
prevail in such litigation. Litigation, regardless of its outcome, could result
in substantial costs, divert management's attention from its operations and
impact customer purchasing decisions. Any such litigation could have a material
adverse effect on future results.

The Year 2000 problem also creates a risk of unforeseen problems in the
computer systems InfoCure uses in its business and in the systems of third
parties with whom InfoCure conducts business. InfoCure has substantially
completed its assessment of its software and hardware systems and InfoCure
believes that the substantial majority of its products are Year 2000 ready.
InfoCure also has contacted parties with whom InfoCure conducts a material
amount of business to assess the Year 2000 readiness of the software and
systems in their businesses. InfoCure intends to complete its determination of
Year 2000 readiness by these third parties by March 1999 and to develop
strategies to assure that no material business disruptions result from third-
party Year 2000 problems. These strategies may include demanding assurance that
current business partners achieve timely Year 2000 readiness or, in the absence
of such assurance, contracting with alternate third parties or developing
solutions to work around any such third-party Year 2000 readiness issues.
Because InfoCure has not yet determined the expense and related potential
effect of Year 2000 readiness by its third-party business partners, InfoCure
cannot guarantee that non-readiness by these third parties will not have a
material adverse effect on future results.

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<PAGE>

BUSINESS

InfoCure is a leading national provider of healthcare practice management
software products and services to targeted healthcare practice specialties.
InfoCure's systems are used primarily by small to mid-size medical practices
within the following specialty practice areas: anesthesiology, emergency
medicine, oral and maxillofacial surgery, orthodontics, pathology, podiatry and
radiology. In addition, InfoCure is the leading provider of software products
and services to larger medical practices utilizing the IBM AS/400 computer
platform. Our systems include software and related hardware, ongoing training
and support and electronic data interchange or "EDI" services. These systems
are designed to increase the quality and reduce the cost of providing care by
allowing physicians to manage their practices more efficiently, contain costs
and reduce the administrative burdens created by an increasingly complex
healthcare environment.

InfoCure generates revenue primarily through the sale of practice management
software, the resale of related hardware and the provision of ongoing
maintenance, support and EDI services under contractual arrangements. As of
December 31, 1998, InfoCure had an installed base of 10,090 customer sites
representing 63,844 healthcare providers and had systems installed in all 50
states. Since October 1997, InfoCure has acquired nine practice management
vendors, increasing its pro forma revenue to $74.6 million for the nine months
ended September 30, 1998. As a result of InfoCure's business model, which
includes contractually recurring fees for ongoing maintenance, support and EDI
services, approximately 50% of total revenue is recurring in nature.

INDUSTRY OVERVIEW

Healthcare costs in the United States have risen dramatically over the past
two decades and now represent approximately $1.0 trillion or 14% of the annual
gross domestic product. Federal and state governments, insurance carriers and
other third-party payors have moved aggressively to control these rising costs.
One of the ways in which these entities have managed rising costs has been to
employ alternative reimbursement models to replace the fee-for-service
reimbursement model which has been the traditional basis for payment for
healthcare services. Such alternative reimbursement models include managed
care, fixed-fee and capitated models of reimbursement. The result of these
generally more restrictive reimbursement practices has been a dramatic increase
in the complexity of accounting, billing and collecting payment for healthcare
services.

To address these challenges, healthcare providers are increasingly utilizing
information technology, including practice management systems. While spending
for information technology within the healthcare industry has historically been
below that of other industries, healthcare information technology expenditures
are expected to grow from $13.6 billion in 1997 to $21.0 billion by 2000.
Although the practice management segment of the healthcare industry has
historically lagged behind the healthcare industry as a whole in spending for
information technology, expenditures on practice management systems have grown
at a compound annual rate of approximately 26% from 1993 through 1997 and are
projected to grow at a comparable rate through 2000.

Practice management systems include a range of software products and services
for physicians and other healthcare providers. Most practice management systems
provide several common functions, including practice administration functions,
such as patient scheduling; financial functions, such as patient billing and
receivables management; and may include clinical functions, such as
preventative care notification. Beyond these common functions, the continued
evolution of information and telecommunications technologies has led to the
development of electronic commerce tools for integration with practice
management systems. These tools can help to improve a healthcare practice's
cash flow by facilitating EDI, thereby enabling more accurate and rapid
submission of claims to third-party payors and more rapid receipt of
corresponding reimbursements.

Currently, nearly half of the total health claims submitted in the United
States annually are processed manually. Paper claims require more time and are
significantly more expensive to prepare, file and process than

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<PAGE>

electronically-submitted claims. Recent industry statistics suggest that the
combined costs to payors and providers of processing a manual claim total
approximately 15% of the average claim amount. EDI transactions, on the other
hand, can be processed directly with third-party payors or channeled through
processing clearinghouses at significantly lower costs to the provider and the
payor. Because of these significant cost savings, some payors are beginning to
require practitioners to submit reimbursement claims electronically.

Providers have also recognized a growing need for decision support tools that
access and analyze the increasing volume of financial and clinical information
generated by their practices. As the continued evolution of managed care
requires physicians to be "at risk" for the costs associated with providing
healthcare services, individual physicians will need advanced information
technology to aggregate and evaluate financial and clinical information in an
effort to manage their practices more efficiently and profitably.

The practice management systems industry in the United States is highly
fragmented, with a large number of relatively small, regionally focused
companies and few national vendors. Most of these smaller competitors lack the
financial and technical resources to develop, effectively market and support
the advanced software products demanded by the marketplace. Many of these
vendors are increasingly willing to combine with larger practice management
systems vendors that have substantially greater financial, technical and
managerial resources.

STRATEGY

InfoCure's objective is to become the leading provider of advanced,
specialty-specific practice management systems within targeted healthcare
specialties. Our principal strategies to achieve this objective include:

Continue to take advantage of niche market opportunities. InfoCure has
developed significant market share within targeted niche healthcare
specialties. These specialties are attractive to InfoCure because they have
specific needs requiring related practice expertise. In addition, these
segments are highly fragmented with several significant, but typically not
dominant, players. InfoCure plans to continue to enhance its leadership
position within the markets it currently serves while broadening its presence
in new market niches through both internal marketing initiatives and additional
strategic acquisitions.

Cross-sell services and pursue opportunities with existing customers. With
over 10,000 customer sites, InfoCure has the ability to generate significant
growth by cross-selling additional products and services to its installed base.
In addition, InfoCure provides its customers with ongoing maintenance, support
and EDI services. These services are important sources of recurring revenue to
InfoCure. We intend to focus attention on cross-selling our advanced, value-
added products, such as EDI services and InfoMine, to these existing customers.
We believe that our strong relationship with customers positions us to be the
vendor of choice within our client base.

Expand the features of products and services offered. Through both internal
development and acquisitions, InfoCure intends to continue to provide
increasingly advanced technology solutions and additional customized services.
We believe this will allow us not only to capture new customers but also to
offer additional products and services to our existing customer base.

Establish a national marketing identity. InfoCure has implemented efforts to
create a strong brand identity within the physician practice management
software industry. We have done so by tying all of our products together with
common marketing materials under one corporate name. In addition, we have
commenced InfoTour, a seminar program which enables us to meet face-to-face
with our customers to strengthen our relationship with them while apprising
them of the new products and features available within our core suite of

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<PAGE>

products. We believe these continuing efforts will increase awareness of our
latest technologies within its targeted market niches.

Take advantage of economies of scale. InfoCure has made significant
investments in its employees and the facilities and equipment necessary to
support them. We recently implemented a company-wide rollout of advanced
communications, accounting and client tracking systems. As a result, InfoCure
has built an infrastructure that it believes can support a level of business
significantly larger than currently exists. We intend to continue to leverage
this investment in infrastructure through both internal growth and strategic
acquisitions.

PRODUCTS AND INFORMATION SERVICES

InfoCure offers a wide range of practice management software products to
healthcare providers in targeted specialty markets. These products are designed
to automate the administrative, financial and clinical information management
functions of office-based, hospital-based and enterprise-wide healthcare
practices. In addition to providing standard practice management features, many
of InfoCure's software products offer advanced features that serve the specific
needs of InfoCure's targeted healthcare practice specialties. For example,
anesthesiologists are required to bill their services on the basis of time
units; oral and maxillofacial surgeons must have the capability to process both
medical and dental claims; orthodontists must have the ability to offer their
patients contract billing alternatives; and radiologists require specialized
scheduling, film tracking and image delivery capabilities. InfoCure also offers
decision support software, add-on software modules and EDI services.

Specialty Markets

As of December 31, 1998, InfoCure had an installed base of 10,090 customer
sites representing 63,844 healthcare providers and had systems installed in 50
states. The number of customer sites and the estimated number of providers in
InfoCure's targeted specialties are set forth in the table below. InfoCure has
focused its product development and marketing efforts on these practice
specialties.

<TABLE>
<CAPTION>
NUMBER OF ESTIMATED NUMBER
PRACTICE SPECIALTY CUSTOMER SITES OF PROVIDERS
------------------ -------------- ----------------
<S> <C> <C>
Anesthesiology........................... 163 5,020
Dental................................... 776 1,552
Emergency Medicine....................... 56 5,542
General Medical.......................... 1,431 7,278
Larger Medical Practices Utilizing AS/400
Technologies............................ 457 8,043
Oral and Maxillofacial Surgery........... 1,741 4,043
Orthodontics............................. 1,236 1,628
Pathology................................ 28 510
Podiatry................................. 3,471 4,780
Radiology................................ 731 25,448
------ ------
Total................................ 10,090 63,844
====== ======
</TABLE>

Principal Products

InfoCure classifies its principal practice management software products as
either "core" or "classic." Core products offer advanced functionality and
operate with the latest generation of operating systems and hardware platforms.
In addition, core products are the primary products currently offered to
InfoCure's targeted practice specialties and are the focus of InfoCure's
ongoing product development and marketing efforts. Classic products, while
continuing to offer adequate functionality, typically lack the most advanced
practice

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<PAGE>

management features and are not designed for the latest generation of operating
systems. Currently, InfoCure actively markets eleven core products and supports
20 classic products. Approximately 15% of InfoCure's practice sites use core
products, while approximately 80% use classic products. InfoCure believes there
is a significant opportunity to provide system upgrades to those customers
utilizing classic and other non-core products by providing a migration path to
its core products. While InfoCure no longer actively markets its classic
products, it will continue to provide customer support for its classic products
until it determines that it is no longer cost effective to do so. Additionally,
approximately 5% of InfoCure's customers currently are using products that were
written for operating systems or hardware platforms that are generally no
longer supported by their respective vendors. InfoCure is actively promoting
the migration of customers utilizing these products to newer products and
intends to retire these products at the earliest possible opportunity.

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<PAGE>

The following chart describes how the Company's principal products serve the
specialties and practice areas targeted by the Company:

<TABLE>
<CAPTION>
SPECIALTIES AND PRACTICE
AREAS SERVED PRINCIPAL PRODUCTS PRACTICE SPECIFIC FEATURES
<S> <C> <C>
Anesthesiology MICRO*STAR . Time and unit billing
. Single entry physician/CRNA(/1/)
charge creation
. Integrated procedure and
diagnostic coding
. Automated concurrency calculation
. Billing for treatment of acute or
chronic pain
. Quality outcome measurements
- ----------------------------------------------------------------------------------------
General Medical WINMED CS . Open item patient and insurance
processing
WISDOM . Patient charting via progress
notes, billing, and narrative
history and correspondence history
. Multi-facility management, billing
and reporting
. Prescription tracking and
processing
. Customizable insurance and
statement form templates
- ----------------------------------------------------------------------------------------
Larger Medical Practices IDEAL . Multi-clinic capabilities/roll-up
reporting
Utilizing AS/400 . Global patient records across
clinics
Technologies . Preventative care and outcomes
analysis
. Occupational medicine capabilities
. Laboratory requisition
. Chart tracking with bar code
capability
. Integrated medical records
- ----------------------------------------------------------------------------------------
Oral and Maxillofacial WINOMS CS . Medical and dental claim
Surgery processing and cross-coding
. Surgery narrative reporting
. Surgery stage tracking
. Implant tracking
. Pretreatment estimating and
treatment planning
. Image integration into patient
records
- ----------------------------------------------------------------------------------------
Orthodontics OPMS . Contract billing via payment
coupons
. Time scheduling by units of doctor
and assistant time per procedure
. Treatment charting
. Diagnostic and treatment planning
. Automatic patient treatment
milestone tracking
. Image integration into patient
records
- ----------------------------------------------------------------------------------------
Podiatry WISDOM . Open item patient and insurance
processing
. Medicare-specific podiatry
requirements
. Progress notes, histories and
physician operating reports and
correspondence
. Integrated speech recognition
. Customizable insurance and
statement form templates
- ----------------------------------------------------------------------------------------
Hospital-based SENTINEL . Automatic calculation of weekly
Providers: treatments
Emergency Medicine . Capability to upload transcription
Pathology from outside sources
Radiology . Bar code payment posting
. Integrated managed care features
to monitor contracts and verify
eligibility
</TABLE>
- --------
(1) Certified Registered Nurse Anesthetist

InfoCure has designed its core software products to offer advanced
functionality and to operate with the latest generation of operating systems
and hardware platforms. InfoCure believes that PC-based practice management
systems are standardizing on the Windows family of operating systems.
InfoCure's PC-based core

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<PAGE>

products use Microsoft Corporation's relational database software (such as SQL
Server and Access), operating system software (such as Windows 95, Windows 98
and WindowsNT) and networking software (such as Windows Terminal Server).
InfoCure has adopted 32-bit client/server technology in its PC-based core
products, maximizing their scalability in local and wide area network
environments.

Many larger healthcare practices including clinics, hospital-based practices
and other enterprise-wide providers utilize mid-range computer platforms. There
are several mid-range computer platforms that are used by these larger
healthcare practices. InfoCure believes that AS/400-based systems will continue
to represent a significant portion of installed mid-range computer platforms.
InfoCure's mid-range core product, Ideal, is written for the AS/400 platform.

InfoCure's systems provide customers with significant benefits that enable
them to manage their practices more efficiently. Our customers are able to
choose from a menu of features and functions most essential to their practices,
primarily in the following areas:

. Administrative management--appointment scheduling, patient correspondence
and referral analysis;

. Financial management--payor billing, patient billing and accounts
receivable management; and

. Clinical information management--patient medical history, treatment
planning and hospital interface.

In addition to the standard and specialty-specific features of its core
products, InfoCure has recently introduced InfoMine, a decision support tool
designed to be compatible with all of InfoCure's core products and to further
supplement their analytical features. InfoMine enables a provider to access,
sort and display data according to any data element selected by the user,
including payor, referral source, reimbursement rate, time interval or other
variable. InfoMine provides the customer with the ability to consolidate
reporting in a flexible format, to analyze the relationship between variables
and to view such reports in real time. InfoMine offers practitioners a
computerized solution for rapidly analyzing the performance of their practices,
including the ability to analyze the profitability of various contractual
relationships with payors. Currently, InfoMine is only available as part of
InfoCure's anesthesiology product. InfoCure expects to offer InfoMine as part
of its products for other practice specialties during 1999.

InfoCure also develops add-on software modules providing enhanced
functionality. Current add-on software modules include:

. a scanning system that uses optical scanning technology to automate
routine data entry tasks;

. a voice-activated medical records application that translates dictation
directly into InfoCure's software thereby permitting the on-site creation
of accurate patient clinical reports;

. a digital record keeping application that allows a practice to store and
merge radiographic and photographic images with correspondence and
clinical medical records; and

. an interface that enables hospital-based physician practices to download
patient data from hospital systems into InfoCure's practice management
system.

Information Services

InfoCure's core software products enable transaction-based EDI functions,
including patient billing and insurance claims submission and remittance. The
use of EDI can improve a healthcare practice's cash flow by

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<PAGE>

enabling more accurate and rapid submission of claims to third-party payors and
more rapid receipt of corresponding reimbursements. EDI services currently
include the following:

. Electronic Patient Billing--electronically submits patient billing
information from practices by dial-up modem or via the Internet to
InfoCure's printing center or to independent national clearinghouses which
process, print and mail invoices and provide billing reports to the
practice.

. Electronic Claims Submission--electronically submits insurance claims
from practices to payors, either directly or through independent national
clearinghouses.

. Electronic Claims Remittance--electronically remits insurance payment and
automatically posts explanation of benefits into the practice management
system.

InfoCure generates revenues by facilitating EDI transactions, currently
processing more than 2.0 million EDI transactions each month through
clearinghouse arrangements. InfoCure believes that clearinghouse arrangements
serve customers better than EDI transactions directly with third-party payors
because of a clearinghouse's ability to administer the creation and submission
of claims, properly format data and facilitate reimbursements from multiple
payors. Accordingly, InfoCure actively encourages its customers to enter into
clearinghouse arrangements for their EDI transactions. InfoCure intends to
offer additional EDI services, such as eligibility verification, referral
authorization, precertification and claims status services.

SUPPORT SERVICES

InfoCure believes that customer satisfaction with ongoing support and
services is critical to its success. InfoCure assists customers with the
initial installation of systems and offers several alternatives for training
and data conversion services. InfoCure's customer service and support groups
are organized both by computer platform and practice specialty. In addition to
providing on-site training for certain of its product lines, InfoCure maintains
classroom-based training facilities in twelve locations throughout the United
States. InfoCure sponsors continuing education programs, periodic newsletters
and user group conferences, providing the user with current information, as
well as an opportunity for InfoCure to demonstrate the features of new and
enhanced products.

InfoCure provides its customers with ongoing software support and services
under annual agreements that typically have automatically renewable one year
terms. These agreements provide for general support through access to help
desks, error corrections to software, software upgrades within a product line
and remote diagnostics. Customer support and services are provided through a
wide area voice and data network which incorporates automated call distribution
to route customer calls from any location to the appropriate support person,
regardless of physical location. Additionally, InfoCure has acquired a company-
wide customer support software system. This system, which is currently utilized
to support approximately 44% of InfoCure's customers, operates within a
client/server environment and provides client-tracking information to assist
InfoCure support representatives. InfoCure's remaining customers are scheduled
to be supported on this system by June 1999. Hardware support is provided
directly by the manufacturer or its authorized reseller.

InfoCure has invested significant resources in the systems, facilities and
personnel required to provide outstanding service to its customers. As of
December 31, 1998, the customer service and support groups consisted of 288
employees, representing approximately 41% of InfoCure's total employee base.

ACQUISITION INTEGRATION

InfoCure has developed a significant infrastructure to support the
acquisition and integration of targeted businesses. This infrastructure
consists of management and technical personnel, sophisticated communications
technology and advanced financial and accounting software. An acquisition team,
which includes key members of InfoCure's management and technical staff,
identifies acquisition targets, performs due diligence investigations and
negotiates the terms of each acquisition. An integration team, which includes
key operational

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<PAGE>

personnel, works with each acquired company to identify and complete the
various post-acquisition tasks of integration, including incorporation of
desired product features into InfoCure's products and consolidation of
administrative and financial functions.

InfoCure supports the integration of acquired businesses through company-wide
communications and software systems. Dedicated T-1 telecommunications lines
connect each of InfoCure's remote facilities enabling an integrated computer
network and phone system. Each acquired business is rapidly migrated to this
communications system in order to facilitate seamless integration with
InfoCure's operations. InfoCure's accounting software is capable of
standardizing the accounting and financial reporting of newly acquired
companies rapidly, minimizing the time and expense associated with financial
integration. InfoCure believes its infrastructure effectively positions it to
continue to acquire new companies and facilitates the integration of the
operations of each acquired company.

PRODUCT DEVELOPMENT

InfoCure's research and development organization, comprised of 224 full time
employees as of December 31, 1998, is organized into product development,
conversion and quality assurance groups. InfoCure's research and development
efforts principally involve the incorporation of the best technologies from
each acquired product into InfoCure's core practice management systems.
InfoCure's research and development staff facilitates the integration of
acquired products by conducting a technical review of acquired companies'
software products to determine the best available functions and features within
such products. Based upon this evaluation, InfoCure generally pursues one of
the following alternatives for each acquired product:

. incorporate the features of the product into one or more of InfoCure's
core products; or

. continue to market and support the product without revision.

From time to time, InfoCure will choose to retire obsolete software products
and actively migrate users to its core products. InfoCure continually refines
its core products and rapidly deploys new features and advanced technologies
into such products. Moreover, InfoCure's product development staff develops
additional advanced practice management functionality for its core products and
add-on software modules designed to be compatible with these core products.
InfoCure is also seeking to expand its EDI services to include additional
capabilities such as electronic eligibility verification, referral
authorization, precertification and claims status.

SALES AND MARKETING

InfoCure markets its products through a direct sales force, comprised of 62
sales representatives in 16 locations as of December 31, 1998. InfoCure
organizes its sales force by specialty practice area and computer platform. The
sales force is trained to understand the specialty-specific needs of its
customers.

Within its existing customer base, InfoCure promotes and sells system
upgrades, maintenance services, add-on software modules and information
services. In addition, InfoCure targets new customers principally through
seminars, trade shows, telemarketing, direct mail campaigns and advertisements
in various publications. To address the complex needs of larger potential
customers, InfoCure recently formed an executive sales group. In addition,
senior personnel and members of management assist in sales and marketing
initiatives to larger and more technically-advanced potential customers.
Through third-party sources, InfoCure offers its customers who purchase systems
non-recourse financing with a rapid approval process.

INTELLECTUAL PROPERTY

InfoCure regards its software as proprietary and protects its software
primarily through reliance on copyright law and trade secret protection.
InfoCure generally enters into written license agreements with customers which
contain customary license and support terms. In limited circumstances, InfoCure
distributes its less expensive products under a "shrink-wrap" license. In most
instances InfoCure provides its software

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<PAGE>

products in object code form, although source code licenses have been granted
in a limited number of unique situations. See "Risk Factors--Our Success
Depends On Our Ability to Protect the Confidentiality of Our Software."

COMPETITION

InfoCure's principal competitors include both national and regional practice
management systems vendors. Currently, the practice management systems industry
in the United States is characterized by a large number of relatively small,
regionally-focused companies, comprising a highly fragmented industry with only
a few national vendors. Smaller, regionally-focused companies typically market
their products to a single practice specialty. Until recently, larger, national
vendors have targeted primarily large healthcare providers. InfoCure believes
that the larger, national vendors may broaden their markets to include both
small and large healthcare providers. In addition, InfoCure competes with
national and regional providers of computerized billing, insurance processing
and record management services to healthcare practices. As the market for
InfoCure's products and services expands, additional competitors are likely to
enter this market. InfoCure believes that the primary competitive factors in
its markets are:

. product features and functionality;

. customer service, support and satisfaction;

. price;

. ongoing product enhancements; and

. the reputation and stability of the vendor.

Some national competitors have greater financial, development, technical,
marketing and sales resources than InfoCure. If competition in the practice
management systems industry intensifies, InfoCure may be required to lower the
prices of its products and services. See "Risk Factors--Competition Could
Reduce Revenues from Our Products and Services."

GOVERNMENT REGULATION

The confidentiality of patient records and the circumstances under which such
information may be used or released are subject to substantial regulation by
state and federal laws and regulations. Regulations governing electronic health
data transmissions are evolving rapidly and are often unclear and difficult to
apply. The Health Insurance Portability and Accountability Act of 1996
("HIPAA"), signed into legislation on August 22, 1996, requires the Secretary
of Health and Human Services (the "Secretary") to adopt national standards for
certain types of electronic healthcare information transactions and the data
elements used in such transactions, and to adopt standards to ensure the
integrity and confidentiality of such information. In August 1998, the
Secretary issued proposed standards specifying electronic transactional code
sets, data security and electronic signature standards and certain provider and
employer identifiers (standards governing identifiers for health plans have not
yet been proposed). Final standards are expected following a public comment
period for each proposal and are expected to become mandatory within 24 to 36
months thereafter. InfoCure believes that the proposed standards would not
materially affect InfoCure's business if adopted as proposed. There can be no
assurance, however, that such standards will be adopted as proposed or that the
standards yet to be proposed, particularly those related to data security, will
not have a material adverse effect on InfoCure's business, financial condition
and results of operations.

As required by the HIPAA legislation, the Secretary submitted recommendations
to Congress for legislation to protect privacy and confidentiality of personal
health information in September 1997. If Congress does not enact legislation by
August 1999, HIPAA requires the Secretary to promulgate regulations concerning
such protections. Legislation governing the dissemination of medical record
information is frequently proposed and debated at both the federal and state
levels. Such legislation, if enacted, could require patient consent before even
coded or anonymous patient information may be shared with third parties and
could also require that holders or users of such information implement
specified security measures. Any material restriction on the ability of
healthcare providers to obtain or disseminate patient information could
adversely affect InfoCure's business, financial condition and results of
operations.

39
<PAGE>

The FDA has jurisdiction under the 1976 Medical Device Amendments to the
Federal Food, Drug, and Cosmetic Act (the "FDC Act") to regulate computer
products and software as medical devices if they are intended for use in the
diagnosis, cure, mitigation, treatment or prevention of disease in humans. We
have not determined to what extent InfoCure's practice management software
products would be deemed to be a medical device subject to FDA regulation. The
FDA has issued a draft policy statement under which manufacturers of medical
image storage devices and related software are required to submit to the FDA
premarket notification applications and otherwise comply with the requirements
of the FDC Act applicable to medical devices. Recently, the FDA has initiated
agency rulemaking which may exempt certain close-up medical image management
devices from premarket notification procedures, but there can be no assurance
that such an exemption actually will be adopted and, if so, that the rulemaking
will apply to InfoCure's products. Non-compliance with applicable requirements
can result in, among other things, fines, injunctions, civil penalties, total
or partial suspension of production, refusal by the government to approve
products, revocation of approvals or clearances previously granted and criminal
prosecution. There can be no assurance that any final FDA policy governing
computer products, once issued, or future laws or regulations concerning the
manufacture or marketing of medical devices or healthcare information systems
will not increase the cost and time to market of new or existing products. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Risk Factors--We May Be Subject to Changing Government
Regulations."

HUMAN RESOURCES

As of December 31, 1998, InfoCure employed 693 persons, including 84 in
marketing and sales, 288 in customer support and EDI services, 224 in product
development and technical services and 97 in administration, finance and
management. None of InfoCure's employees is subject to a collective bargaining
arrangement. InfoCure considers its relations with its employees to be good.

40
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of InfoCure and their ages as of the
date of this prospectus are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Frederick L. Fine................. 40 Chief Executive Officer, President and
Director(1)
James K. Price.................... 40 Executive Vice President and Director(1)
Richard E. Perlman................ 52 Chairman, Treasurer and Director(1)
Lance B. Cornell.................. 33 Senior Vice President--Finance; Chief
Financial Officer
Michael E. Warren................. 44 Vice President--Human Resources and
Director
R. Ernest Chastain................ 49 Vice President--Sales and Marketing
Donald M. Rogers.................. 40 Chief Information Officer
Kurt I. Lawrence.................. 47 Vice President--Research and Development
Gary W. Plumer.................... 40 Vice President--Finance, Assistant
Secretary and Assistant Treasurer
James D. Elliott.................. 38 Director(2)(3)
Raymond H. Welsh.................. 67 Director(2)(3)
</TABLE>
- --------
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3)Member of the Compensation Committee

Frederick L. Fine is a founder of InfoCure and currently serves as its
President and Chief Executive Officer. He has served as a director of InfoCure
since its inception. Mr. Fine served as president of AMC from 1995 to 1997 and
as president of ICS from 1994 to 1997. 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 InfoCure as well as AMC, ICS and
Newport throughout the terms of his employment by each company. From 1983 to
1985, Mr. Fine was with Informatics General Corporation, a supplier of
accounting software, and from 1981 to 1983 was with Moore Business Systems, a
division of Moore Corporation Ltd., a provider of practice management systems.
Mr. Fine holds a B.S. in Economics from the University of Georgia.

James K. Price is a founder of InfoCure and currently serves as its Executive
Vice President. He has served as a director of InfoCure since its inception.
Mr. Price served as executive vice president of AMC from 1996 until 1997 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 InfoCure
as well as AMC, ICS and Newport throughout the terms of his employment by each
company. From 1983 to 1985, Mr. Price was healthcare sales manager of Executive
Business Systems, a practice management systems supplier, and from 1981 to 1983
was with Moore Business Systems. Mr. Price holds a B.A. in Marketing from the
University of Georgia.

Richard E. Perlman has served as InfoCure's Chairman and Treasurer since
December 1997 and as a director since March 1997. From December 1997 until
October 1998, Mr. Perlman served as InfoCure's Chief Financial Officer. Mr.
Perlman is the founder of Compass Partners, L.L.C. ("Compass"), 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.

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<PAGE>

Lance B. Cornell has served as InfoCure's Senior Vice President of Finance
and Chief Financial Officer since October 1998. Prior to joining InfoCure, Mr.
Cornell served as controller and in other financial management roles at HBO &
Company, a healthcare information systems company, from March 1992 through June
1998. Mr. Cornell holds a B.S. in Finance from the University of Colorado and
is a Certified Public Accountant.

Michael E. Warren has served as Vice President of InfoCure since December
1997, most recently as Vice President--Human Resources since August 1998. Prior
to that time he served as InfoCure's Chief Financial Officer from December 1996
until December 1997. He has served as a director of InfoCure since March 1997.
Mr. Warren served as vice president of operations and as chief financial
officer of AMC from 1994 to 1996. From 1992 to 1994, Mr. Warren was director of
provider systems at Millennium Healthcare, a supplier of electronic healthcare
services. From 1986 to 1992, Mr. Warren was director of the Southeast Computer
Risk Management Practice 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 member of the AICPA
and a member of the Georgia Society of CPAs.

R. Ernest Chastain has served as Vice President--Sales and Marketing of
InfoCure since December 1997. Prior to joining InfoCure in December 1997, Mr.
Chastain served as vice president--sales and marketing of AMC from November
1996. From 1994 until 1996 he served as vice president of sales of Quality
Systems, Inc., a healthcare practice management company; and from 1993 to 1994,
Mr. Chastain served as vice president of sales for ELCOMP, Inc., a healthcare
practice management company. 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 has served as InfoCure's Chief Information Officer since
July 1998. Mr. Rogers served as a Vice President of InfoCure from April 1998
until July 1998 and as President of InfoCure's medical systems division from
April 1997 until April 1998. He was the founder of DR Software and served as
its president since its formation in 1983. From 1983 to 1984, Mr. Rogers was an
account manager at HBO & Company, a healthcare information systems 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.

Kurt I. Lawrence has served as InfoCure's Vice President--Research and
Development since August 1998. Mr. Lawrence has led InfoCure's research and
development efforts since joining InfoCure in March 1998. He founded MSI in
June 1989 and served as its president and chief executive officer until MSI was
acquired by InfoCure. Mr. Lawrence was founder, president and chief executive
officer of Lawrence Data Systems, Inc. from 1983 until 1989 and from 1976 until
1982 he served as the director of the University of Rochester Medical Center's
computing department.

Gary W. Plumer has served as Vice President--Finance, Assistant Secretary and
Assistant Treasurer of InfoCure since December 1997. He served as Controller
for the Company from November 1996 until December 1997. Prior to joining the
Company, Mr. Plumer served as divisional controller for Turner Broadcasting
System, Inc., a worldwide broadcasting company, from April 1988 until November
1996. Mr. Plumer is a Certified Public Accountant and holds a B.B.A. in Finance
from the University of Georgia.

James D. Elliott has served as a director of InfoCure since March 1997. He
has been the president of GE Integrated Technology Solutions ("GEI") since
March 1997 and its executive vice president and general manager 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

42
<PAGE>

an affiliate of GEI in July 1996. In addition, from 1991 to 1996, Mr. Elliott
served as president of Cablepro, Inc., a computer and telephone company. Mr.
Elliott holds a B.S. in Economics from the University of Georgia.

Raymond H. Welsh has served as a director of InfoCure since March 1998. He
has served as senior vice president of PaineWebber Incorporated since January
1995. From August 1955 to January 1995, Mr. Welsh served as an investment
broker, director, senior vice president and partner of Kidder Peabody & Co.
Incorporated. Mr. Welsh is a trustee of the University of Pennsylvania, a
trustee and member of the executive committee of the University of Pennsylvania
Health System, and chairman of the Health System Capital Campaign, "Creating
the Future of Medicine." Mr. Welsh received a B.S. in Economics from the
Wharton School of the University of Pennsylvania.

There are no family relationships between any of the directors or executive
officers of InfoCure.

TERMS OF DIRECTORS

The Board of Directors consists of seven directors each serving a one-year
term. Currently, there are six directors serving on the Board of Directors and
one vacancy. InfoCure's Bylaws permit the Board of Directors to fill vacancies.
The Board of Directors is divided into three classes and each class serves for
a staggered three-year term or until successors of such class have been elected
and qualified. Messrs. and are Class I directors and serve until the
annual meeting of shareholders held in 1999. Messrs. and are Class II
directors and serve until the annual meeting of shareholders held in 2000.
Messrs. , and are Class III directors and will serve until the
annual meeting of shareholders held in 2001. At each annual meeting of
shareholders, a class of directors is elected for a three-year term to succeed
the directors of the same class whose terms are then expiring. To the extent
there is an increase in the number of directors, the Board of Directors will
distribute the additional directorships among the three classes so that, as
nearly as possible, each class will consist of an equal number of directors.

Effective October 23, 1998, the Board of Directors granted a non-qualified
stock option to acquire 2,500 shares of common stock to each of Mr. Elliott and
Mr. Welsh at an exercise price of $13.50 per share, subject to vesting of 25%
upon the optionee's completion of each year of service on the Board of
Directors. These options were not granted pursuant to the Directors Plan.

EMPLOYEE BENEFIT PLANS

In October 1996, AMC adopted and issued stock options under AMC's 1996 Stock
Option Plan (the "AMC Plan"). In addition, in December 1996, InfoCure's Board
of Directors and stockholders adopted the InfoCure Corporation 1996 Stock
Option Plan ("InfoCure's Plan"). In June 1998, InfoCure's stockholders approved
an amendment to InfoCure's Plan to allow 1,125,000 shares of common stock to be
issued thereunder. Effective October 23, 1998, the Board of Directors approved
an amendment to InfoCure's Plan, subject to stockholder approval, to reserve
3,000,000 shares of common stock to be issued thereunder.

InfoCure's Plan and the AMC Plan (collectively, the "Stock Option Plans")
each provide for the granting to officers, key employees and employee directors
of incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, (the "Code") and for the granting of non-
statutory 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 granted, the exercise price, when and to whom
options are granted, shares subject to the option, the vesting schedule and the
form of consideration payable at the exercise of the option.

Incentive stock 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 incentive stock option is exercisable only by the
optionee during his or her lifetime. 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 InfoCure's 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 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 such option must not exceed
five

43
<PAGE>

years. The term of all options granted under the Stock Option Plans may not
exceed ten years. All options expire one year after termination of an
optionee's employment or engagement, unless such termination was for death or
disability in which case such options expire two years after termination.
Unless terminated sooner by the Board of Directors, stock options may be
granted within ten years of the adoption of the Stock Option Plan.

Generally, stock options granted under the Stock Option Plans to executive
officers expire ten years from the date of grant and vest 25% per year on the
anniversary of the date of grant, thus becoming fully exercisable on the fourth
anniversary. Certain options granted under InfoCure's Plan become fully vested
in the event that the common stock reaches a target average closing price for a
specified number of consecutive trading days. Certain options granted to
Messrs. Fine, Perlman and Price in September 1997 have longer vesting
schedules. If the executive officer's employment is terminated for any reason,
except upon a change of control, prior to the vesting of the option, that
portion of the option which has not vested shall be terminated. Upon certain
events resulting in a change of control of InfoCure, all options become fully
vested.

As of December 31, 1998, options to purchase 129,761 shares of common stock
were outstanding under the AMC Plan at an equivalent weighted average exercise
price of $4.19 per share and options to purchase 1,496,770 shares of common
stock were outstanding under InfoCure's Plan at weighted average exercise price
of $7.60 per share. No additional stock options will be granted under the AMC
Plan.

EMPLOYEE STOCK PURCHASE PLAN

In June 1998, InfoCure's stockholders approved the InfoCure Corporation
Employee Stock Purchase Plan (the "Stock Purchase Plan") which is intended to
qualify under Section 423 of the Code. InfoCure implemented the Stock Purchase
Plan during the first quarter of 1998. The Stock Purchase Plan allows employees
to purchase common stock through payroll deductions for 85% of the fair market
value of the common stock. Participation in the Stock Purchase Plan is
voluntary. Employees may become participants in the Stock Purchase Plan by
authorizing payroll deductions of one to fifteen percent of their base pay or a
set dollar amount for each payroll period. At the end of each three-month
purchase period, each participant in the Stock Purchase Plan will receive an
amount of InfoCure's common stock equal to the sum of that participant's
payroll deductions during the calendar quarter multiplied by 85% of the lower
of the fair market value of InfoCure's common stock at the beginning of the
calendar quarter, or the fair market value of InfoCure's common stock at the
end of the quarter. Common stock which is purchased pursuant to the Stock
Purchase Plan is subject to a one-year holding period, and thus employees who
purchase common stock under the Stock Purchase Plan will not receive stock
certificates for their shares until the one-year holding period has terminated.
This holding period lapses upon certain events resulting in a change of
control. No employee may participate in the Stock Purchase Plan to the extent
that such employee owns or would own 5% or more of the voting power of all
classes of InfoCure's stock. There are currently 100,000 shares of common stock
reserved for issuance under the Stock Purchase Plan. In addition, InfoCure is
permitted under the Stock Purchase Plan to purchase shares of common stock on
the open market for the purpose of reselling the shares to participants in the
Stock Purchase Plan. As of December 31, 1998, all of the shares sold to
participants in the Stock Purchase Plan were purchased on the open market and
no shares have been originally issued by InfoCure. Effective October 23, 1998,
the Board of Directors approved an amendment to the Stock Purchase Plan,
subject to stockholder approval within one year, increasing the number of
shares of common stock reserved for issuance thereunder to 150,000, and
deleting payment by personal check as an alternate method of payment for common
stock purchased under the Stock Purchase Plan.

LENGTH-OF-SERVICE STOCK OPTION PLAN

In June 1998, InfoCure's stockholders approved InfoCure's Length-of-Service
Nonqualified Stock Option Plan which provides for the grant of nonqualified
stock options to employees (the "Length-of-Service Plan"). Employees are
eligible for the grant of options under the Length-of-Service Plan based on the
number of years of service which they have completed with InfoCure or a
business which has been acquired by InfoCure. Upon completion of each of their
first five years of service, employees are eligible to receive an option to
purchase

44
<PAGE>

50 shares of InfoCure's common stock. Upon completion of their sixth year of
service, employees are eligible to receive an option to purchase 350 shares of
common stock. Upon completion of each year of service after the sixth year of
service, employees are eligible to receive an option to purchase 100 shares of
common stock. Options granted under the Length-of-Service Plan will be granted
at an exercise price equal to the fair market value of the underlying common
stock on the date of grant and, generally, will fully vest on the fourth
anniversary thereof. The term of options granted under the Length-of-Service
Plan may not exceed ten years. Employees lose all non-vested options upon
leaving the employment of InfoCure. Employees who leave InfoCure may exercise
their options, to the extent vested, within 30 days after leaving the
employment of InfoCure, except in the case of a termination for cause, in which
case the employees lose all vested options upon termination. Options are
exercisable only by optionees during their lifetime and, except by will or the
laws of descent or distribution, are non-transferrable. Upon certain events
resulting in a change of control, all outstanding options under the Length-of-
Service Plan fully vest and become immediately exercisable. The Length-of-
Service Plan will continue in effect for a period of ten years or until all
options outstanding thereunder have expired or been exercised. Effective
October 23, 1998, the Board of Directors approved an amendment to the Length of
Service Plan which, subject to stockholder approval, increases the number of
shares of common stock reserved for issuance under the Length of Service Plan
to 500,000 from 150,000. As of December 31, 1998, options to acquire 219,950
shares have been granted at a weighted average exercise price of $9.46 per
share.

EMPLOYMENT AGREEMENTS

In July 1998, InfoCure entered into four-year employment agreements with
Frederick L. Fine and James K. Price. Each agreement provides for an initial
annual base salary of $125,000 and a severance payment equal to three times the
then current annual base salary rate upon the termination of employment by
InfoCure without cause or a voluntary termination in the event of a change of
control of InfoCure. In addition, each agreement provides for incentive
compensation pursuant to a program established by the Board of Directors, a
cash bonus payment in the event that InfoCure meets certain earnings thresholds
and a restricted stock grant payable in ten years or earlier if InfoCure's
common stock attains certain market price thresholds. Both executives are
entitled to participate in InfoCure's employee benefit programs.

Richard E. Perlman entered into a four-year employment agreement with
InfoCure in January 1998 which provides for an annual base salary of $120,000
and a severance payment equal to three times the then current annual base
salary rate upon termination of employment by InfoCure without cause or a
voluntary termination in the event of a change of control of InfoCure. Under
the agreement, Mr. Perlman is eligible to receive incentive compensation
pursuant to a program established by the Board of Directors, a cash bonus
payment in the event InfoCure meets certain earnings thresholds and a
restricted stock grant payable in ten years or earlier if InfoCure's common
stock attains certain market price thresholds. In addition, Mr. Perlman may
participate in InfoCure's employee benefit program.

As of July 10, 1997, InfoCure entered into a two-year employment agreement
with Donald M. Rogers which provides for an annual base salary of $110,000. In
February 1998, InfoCure entered into a two-year employment agreement with Kurt
I. Lawrence which provides for an annual base salary of $110,000. Each of the
foregoing employment agreements has a covenant that the executive may not
compete with InfoCure for a period of one year following termination of
employment. InfoCure has not adopted a formal bonus plan. However, all
executive officers of InfoCure are eligible for a bonus, awardable at the sole
discretion of the Board of Directors, which is dependent upon each executive
officer's individual performance and the performance of InfoCure.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

45
<PAGE>

faith and in a manner reasonably believed to be in the best interests of
InfoCure, or if the officer or director had no reasonable cause to believe his
conduct was lawful. Accordingly, indemnification may occur for liabilities
arising under the Securities Act. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted for directors, officers and
controlling persons of InfoCure pursuant to the foregoing provisions or
otherwise, InfoCure has been advised that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities
Act and therefore, may be unenforceable.

46
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information with respect to the beneficial
ownership of InfoCure capital stock as of the date of this prospectus, and as
adjusted to reflect the sale by InfoCure of the common stock being offered
hereby, by: (i) each director; (ii) each shareholder known by InfoCure to be
beneficial owners of more than 5% of the outstanding shares of common stock;
(iv) the selling stockholders; and (v) all executive officers and directors of
InfoCure as a group.

<TABLE>
<CAPTION>
COMMON
COMMON STOCK STOCK TO COMMON STOCK
BENEFICIALLY OWNED BE SOLD BENEFICIALLY OWNED
PRIOR TO THE IN THE AFTER THE
OFFERING(1) OFFERING OFFERING(1)
-------------------- -------- --------------------
NAME AND ADDRESS OF
BENEFICIAL OWNER SHARES PERCENTAGE SHARES SHARES PERCENTAGE
- ------------------- --------- ---------- -------- --------- ----------
<S> <C> <C> <C> <C> <C>
Norson's International
LLC(2).................... 385,027 5.2% -- 385,027 3.3%
William Herbert Hunt Trust
Estate(3)................. 548,932 7.1
Crescent International
Limited(4)................ 431,322 5.8
Frederick L. Fine(5)....... 510,218 6.8 -- 510,218 4.9
James K. Price(6).......... 510,300 6.8 -- 510,300 4.9
Richard E. Perlman(7)...... 337,055 4.5 -- 337,055 3.2
Michael E. Warren(8)....... 84,192 1.1 -- 84,192 *
James D. Elliott(9)........ 28,886 * -- 28,886 *
Raymond H. Welsh........... 18,000 * -- 18,000 *
[selling stockholders to be
determined]
All directors and executive
officers as a group
(11 persons)(10).......... 1,749,828 22.7% -- 1,749,828 16.3%
</TABLE>
- --------
* Less than one percent.
(1) Information with respect to "beneficial ownership" shown in the table
above is based on information supplied by the respective beneficial owner
or by other stockholders as well as filings made with the Commission or
furnished to InfoCure. Beneficial ownership is determined in accordance
with the rules of the Commission and generally includes voting or
investment power with respect to securities. For purposes of calculating
the percentage beneficially owned, the shares deemed outstanding include:
(i) 7,544,240 shares of common stock outstanding as of December 31, 1998;
(ii) the conversion of the 850,060 shares of Series A Preferred into
1,000,070 shares of common stock concurrently with the effectiveness of
the offering; (iii) 84,294 shares of common stock issuable upon conversion
of an outstanding convertible note concurrently with the effectiveness of
the offering; and (iv) shares issuable by InfoCure pursuant to options
held by the respective person or group which may be exercised within 60
days following the date of this prospectus ("Presently Exercisable
Options"). No shares of preferred stock will be outstanding after the
offering. Presently Exercisable Options are deemed to be outstanding and
to be beneficially owned by the person or group holding such options for
the purpose of computing the percentage ownership of such person or group
but are not treated as outstanding for the purpose of computing the
percentage ownership of any other person or group. Unless otherwise
specified, the mailing address of each beneficial owner is c/o InfoCure
Corporation, 1765 The Exchange, Suite 450, Atlanta, Georgia 30339.
(2) According to a Schedule 13G filed by Norson's International, LLC
("Norson's") dated August 9, 1997 and other information provided by
Norson's, Norson's has sole voting and dispositive power as to the shares
of common stock. The mailing address of Norson's is 1411 Rouse Lane, Suite
201, Roswell, Georgia 30076.
(3) According to a Schedule 13D filed by The William Herbert Hunt Trust Estate
(the "Hunt Trust") dated February 19, 1998, the Hunt Trust has sole voting
and dispositive power as to the shares of common stock. The common stock
total includes 315,811 shares of common stock issuable upon conversion of
268,440 shares of Series A Preferred at a conversion price of $8.50 per
share. The mailing address of the Hunt Trust is 3900 Thanksgiving Tower,
1601 Elm Street, Dallas, Texas 75201.

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<PAGE>

(4) According to a Schedule 13D filed by Crescent International Limited
("Crescent") dated December 21, 1998, Crescent has sole voting and
dispositive power as to the shares of common stock. Crescent's mailing
address is c/o Greenlight (Switzerland) SA, 84, Av Louis-Casai, P.O. Box
42, 1216, Geneva, Cointrin, Switzerland.
(5) Includes 3,579 shares held by Mr. Fine for the benefit of his children and
1,193 shares held by a charitable trust over which he has sole voting and
investment control. Also includes 48,424 shares issuable upon the exercise
of Presently Exercisable Options.
(6) Includes 3,225 shares held by Mr. Price's brother as to which Mr. Price
maintains voting control. Also includes 48,424 shares issuable upon the
exercise of Presently Exercisable Options.
(7) Includes (i) 195,691 shares held by Compass, of which Mr. Perlman holds a
majority interest; (ii) 110,000 shares issuable to Compass upon exercise
of an outstanding warrant at an exercise price of $5.50 per share; and
(iii) 47,364 shares issuable upon the exercise of Presently Exercisable
Options.
(8) Includes 34,330 shares issuable upon the exercise of Presently Exercisable
Options.
(9) Includes 5,000 shares issuable upon the exercise of Presently Exercisable
Options.
(10) Includes an aggregate of 272,137 additional shares issuable upon the
exercise of Presently Exercisable Options.

48
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the offering, there will be 11,617,181 shares of common
stock outstanding (assuming conversion of 850,060 shares of Series A Preferred
into 1,000,070 shares of common stock, conversion of a presently convertible
note into 84,294 shares of common stock, and no exercise of the underwriters'
over-allotment option or any outstanding warrants or options. Of these
11,617,181 shares of common stock, shares (including the shares sold
in this offering), will be freely tradable without restriction or further
registration under the Securities Act, except that (i) of such shares are
subject to 90-day lock-up agreements ("Lock-up Agreements") with the
representatives of the underwriters and will be available to be sold 90 days
after the date of this prospectus; and (ii) any of such shares purchased or
owned by "affiliates" of InfoCure, as that term is defined in "Rule 144" under
the Securities Act, may generally only be sold in compliance with the
limitations of Rule 144 described below.

The remaining shares of common stock (the "Restricted Stock") are deemed
"restricted securities" under Rule 144. InfoCure has filed a resale
registration statement on Form S-3 (the "Resale Registration Statement")
pursuant to which shares of the Restricted Stock will be registered for
resale by approximately selling stockholders. InfoCure anticipates that the
Resale Registration Statement will be declared effective at the same time as
the effectiveness of the registration statement of which this prospectus is a
part. Of the shares included in the Resale Registration Statement,
shares may be sold immediately upon its effectiveness and the remaining
shares are subject to Lock-up Agreements and may be sold 90 days after the date
of this prospectus. Of InfoCure's remaining shares of Restricted Stock,
shares are eligible for immediate sale in the public market pursuant to Rule
144(k) under the Securities Act.

InfoCure and certain of its stockholders who will hold shares of
common stock in the aggregate immediately following the closing of the offering
have agreed that, without the prior consent of The Robinson-Humphrey Company,
LLC on behalf of the underwriters, they will not, during the period ending 90
days after the date of this prospectus offer, sell, assign, transfer, encumber,
pledge, contract to sell, grant an option to purchase or otherwise dispose of,
other than by operation of law, shares of common stock owned or deemed to be
beneficially owned by them, except, in certain instances, shares of common
stock that are not "restricted securities" and are otherwise freely tradable by
them. The Robinson-Humphrey Company, LLC may release InfoCure or the
stockholders from these restrictions, in whole or in part, at any time in its
sole discretion.

In general, under Rule 144 as currently in effect, beginning 90 days after
the effective date of the registration statement of which this prospectus is a
part, a stockholder, including an affiliate, who has beneficially owned his or
her restricted securities for at least one year from the later of the date such
securities were acquired from InfoCure, or (if applicable) the date they were
acquired from an affiliate, is entitled to sell, within any three month period,
a number of shares that does not exceed the greater of 1% of the then
outstanding shares of common stock (approximately shares after the
offering) or the average weekly trading volume in the common stock during the
four calendar weeks proceeding the date on which notice of such sale was filed
under Rule 144, provided certain requirements concerning availability of public
information, manner of sale and notice of sale are satisfied. In addition,
under Rule 144(k), if a period of at least two years has elapsed between the
later of the date restricted securities were acquired from InfoCure, or (if
applicable) the date they were acquired from an affiliate of InfoCure, a
stockholder who is not an affiliate of InfoCure at the time of sale and has not
been an affiliate for at least three months prior to the sale is entitled to
sell the shares immediately without compliance with the foregoing requirements
under Rule 144.

InfoCure has filed registration statements on Form S-8 under the Securities
Act to register shares of common stock issuable under the AMC Plan,
Company's Plan, the Length-of-Service Plan, the Employee Stock Purchase Plan,
the Directors Plan and certain outstanding non-plan stock options. Shares
issued upon the exercise of stock options or other rights thereunder after the
effective date of the Form S-8 registration statements will be eligible for
resale in the public market without restriction, subject to Rule 144
limitations applicable to affiliates of InfoCure and to the Lock-up Agreements
noted above, if applicable. The Company

49
<PAGE>

intends to file a registration statement on Form S-8 covering the remaining
shares of common stock subject to the Company's stock option plans and certain
non-plan options. This registration statement will be filed after InfoCure
receives stockholder approval of such options.

No prediction 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 of the common stock prevailing from time to time.
Nevertheless, sales of significant numbers of shares of common stock in the
public market could adversely affect the market price of the common stock and
could impair InfoCure's future ability to raise capital through an offering of
its equity securities. See "Risk Factors--Future Sales of Shares Could Affect
Our Stock Price."

50
<PAGE>

UNDERWRITING

Subject to the terms and conditions stated in the underwriting agreement
among InfoCure, the selling shareholders named herein and the underwriters
named below, for whom The Robinson-Humphrey Company, LLC, SG Cowen Securities
Corporation and Sanders Morris Mundy Inc. are acting as representatives,
InfoCure and the selling shareholders have agreed to sell, and the underwriters
have severally agreed to purchase, the number of shares set forth opposite the
name of such underwriter.

<TABLE>
<CAPTION>
NUMBER
OF
NAME SHARES
---- ------
<S> <C>
The Robinson-Humphrey Company, LLC....................................
SG Cowen Securities Corporation.......................................
Sanders Morris Mundy Inc..............................................
-----
Total.............................................................
=====
</TABLE>

The underwriting agreement provides that the obligations of the several
underwriters to purchase the shares included in this offering are subject to
approval of certain legal matters by counsel and to certain other conditions.
The underwriters are obligated to purchase all the shares (other than those
covered by the over-allotment option described below) if they purchase any of
the shares.

The underwriters propose to offer the shares directly to the public at the
public offering price set forth on the cover page of this prospectus and to
certain dealers at such price less a concession not in excess of $ per
share. The underwriters may allow, and such dealers may reallow, a concession
not in excess of $ per share in sales to certain other dealers. After the
offering, the public offering price and other selling terms may be changed.

InfoCure has granted to the underwriters a 30-day option to purchase up to an
additional 600,000 shares of common stock at the public offering price less the
underwriting discount. The underwriters may exercise such option solely for the
purpose of covering over-allotments, if any, in connection with this offering.
If the underwriters exercise their over-allotment option, each underwriter will
be obligated, subject to certain conditions, to purchase a number of additional
shares of common stock approximately proportionate to such underwriter's
initial purchase commitment.

InfoCure, its executive officers and directors and the selling shareholders
have agreed that, for a period of 90 days from the date of this prospectus,
they will not, without the prior written consent of The Robinson-Humphrey
Company, LLC, offer, sell, contract to sell, or otherwise dispose of, any
shares of common stock of InfoCure or any securities convertible into, or
exercisable or exchangeable for, common stock of InfoCure. The Robinson-
Humphrey Company, LLC, in its sole discretion, may release any of the
securities subject to these lock-up agreements at any time without notice.

The common stock is listed on the Nasdaq Stock Market under the symbol
"INCX."

The following table shows the underwriting discounts and commissions to be
paid to the underwriters by InfoCure and the selling shareholders in connection
with this offering. These amounts are shown assuming both no exercise and full
exercise of the underwriter's option to purchase additional shares of common
stock.

51
<PAGE>

<TABLE>
<CAPTION>
PAID BY SELLING
PAID BY INFOCURE SHAREHOLDERS
----------------- -----------------
NO FULL NO FULL
EXERCISE EXERCISE EXERCISE EXERCISE
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Per share................................
Total....................................
</TABLE>

InfoCure expects to incur expenses of approximately $ in connection
with this offering.

In connection with the offering, The Robinson-Humphrey Company, LLC, on
behalf of the underwriters, may over-allot, or engage in syndicate covering
transactions, stabilizing transactions and penalty bids. Over-allotment
involves syndicate sales of common stock in excess of the number of shares to
be purchased by the underwriters in the offering, which creates a syndicate
short position. Syndicate covering transactions involve purchases of common
stock in the open market after the distribution has been completed in order to
cover syndicate short positions. Stabilizing transactions consist of certain
bids or purchases of common stock made for the purpose of preventing or
retarding a decline in the market price of the common stock while the offering
is in progress. Penalty bids permit the underwriters to reclaim a selling
concession from a syndicate member when The Robinson-Humphrey Company, LLC, in
covering syndicate short positions or making stabilizing purchases, repurchases
shares originally sold by that syndicate member. These activities may cause the
price of the common stock to be higher than the price that otherwise would
exist in the open market in the absence of such transactions. These
transactions may be effected on the Nasdaq Stock Market or in the over-the-
counter market, or otherwise and, if commenced, may be discontinued at any
time.

InfoCure and the selling shareholders have agreed to indemnify the
underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the underwriters may be required
to make in respect of any of those liabilities.

SG Cowen Securities Corporation acted as financial adviser to InfoCure in
connection with the HSD Acquisition completed on October 23, 1998, and received
a customary fee for its services in connection therewith. Sanders Morris Mundy
Inc. acted as placement agent in connection with the private placement of the
Series A Preferred completed in February 1998, and received as part of its
compensation a warrant to acquire 100,000 shares of common stock, at an
exercise price of $9.00 per share, in exchange for such services.

LEGAL MATTERS

The validity of the issuance of the shares of the common stock offered hereby
will be passed upon for InfoCure and the Selling Stockholders by Morris,
Manning & Martin, L.L.P., Atlanta, Georgia. Employees of Morris, Manning &
Martin, L.L.P. own an aggregate 57,710 shares of InfoCure's common stock.
Certain legal matters in connection with the offering will be passed upon for
the underwriters by King & Spalding, Atlanta, Georgia.

EXPERTS

The Consolidated Financial Statements of InfoCure Corporation as of January
31, 1997 and December 31, 1997 and for the years ended January 31, 1997 and
1996 and the eleven months ended December 31, 1997,

52
<PAGE>

incorporated herein by reference and included herein and the Financial
Statements of DR Software, Inc., Millard-Wayne, Inc., Rovak, Inc., KComp
Management Systems, Inc., Professional On-Line Computer Systems, Inc., Medical
Software Integrators, Inc. and Micro-Software Designs, Inc. incorporated herein
by reference have been audited by BDO Seidman, LLP, independent auditors, as
set forth in their reports thereon appearing elsewhere herein and incorporated
herein by reference, and are included in reliance upon such reports given upon
the authority of such firm as experts in accounting and auditing.

The Financial Statements of The Healthcare Systems Division of The Reynolds
and Reynolds Company as of September 30, 1998 and September 30, 1997, and for
the years ended September 30, 1998, 1997 and 1996, appearing in this prospectus
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report appearing herein, and are included in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This prospectus is part of a registration statement on Form S-3 that we filed
with the Commission. This prospectus does not contain all the information in
that registration statement. For further information with respect to InfoCure
and the securities offered by this prospectus, you should review the
registration statement. You can obtain the registration statement from the
Commission and The Nasdaq Stock Market at the public reference facilities we
refer to above.

The Commission allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the Commission. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information contained directly in this
prospectus. This prospectus incorporates by reference the documents set forth
below that InfoCure has previously filed with the Commission. These documents
contain important information about InfoCure and its financial condition.

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

The following documents are incorporated by reference into this prospectus:

<TABLE>
<CAPTION>
FILING PERIOD
------ ------
<S> <C>
Registration Statement on Form SB-2.. Effective July 10, 1997
Annual Report on Form 10-KSB......... Transition Period Ended December 31, 1997
Definitive Proxy Statement........... Dated April 30, 1998
Quarterly Report on Form 10-QSB and
10-QSB/A............................ Quarter Ended March 31, 1998
Quarterly Report on Form 10-QSB and
10-QSB/A............................ Quarter Ended June 30, 1998
Quarterly Report on Form 10-QSB and
10-QSB/A............................ Quarter Ended September 30, 1998
Current Report on Form 8-K and 8-K/A
(relating to the acquisition of
OPMS)............................... Dated January 15, 1998
Current Report on Form 8-K (relating
to an $8.5 million private
placement).......................... Dated February 24, 1998
Current Reports on Form 8-K and 8-K/A
(relating to the acquisition of
Micro-Designs and MSI).............. Dated March 11, 1998
Current Report on Form 8-K (relating
to the change in fiscal year)....... Dated April 8, 1998
Current Reports on Form 8-K and 8-K/A
(relating to the HSD Acquisition)... Dated November 6, 1998
Current Report on Form 8-K (relating
to the RADMAN Acquisition).......... Dated January 6, 1999
</TABLE>

53
<PAGE>

All documents filed by InfoCure pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 subsequent to the date of this
prospectus will be deemed to be incorporated by reference into this prospectus
and to be a part hereof from the date of filing of such documents.

On request, InfoCure will provide at no cost to each person, including any
beneficial owner, who receives a copy of this prospectus, a copy of any or all
of the documents incorporated in this prospectus by reference. InfoCure will
not provide exhibits to any of such documents, however, unless such exhibits
are specifically incorporated by reference into this prospectus. Written or
telephonic requests for such copies should be addressed to InfoCure's principal
executive offices, attention: Lance B. Cornell, Senior Vice President--Finance
and Chief Financial Officer, 1765 The Exchange, Suite 450, Atlanta, Georgia
30339, telephone number (770) 221-9990.

WHERE YOU CAN FIND MORE INFORMATION

InfoCure files reports, proxy statements and other information with the
Commission. InfoCure has filed with the Commission a registration statement on
Form S-3 under the Securities Act to register the offering of the shares of
common stock offered hereby. This prospectus, which constitutes a part of the
registration statement, does not contain all of the information set forth in
the registration statement. Prospective investors may read and copy the
registration statement and its exhibits and schedules without charge at the
Public Reference Room maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Prospective investors may obtain information on the
operation of the Public Reference Room by calling the Commission at 1-800-SEC-
0330. In addition, InfoCure is required to file electronic versions of these
documents with the Commission through the Commissions' Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system. The Commission maintains a
World Wide Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission.

54
<PAGE>

INFOCURE CORPORATION

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
INFOCURE CORPORATION UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Basis of Presentation................................................... F-2
Pro Forma Combined Balance Sheet........................................ F-3
Pro Forma Combined Statements of Operations............................. F-4
Notes to Unaudited Pro Forma Combined Financial Statements.............. F-7
INFOCURE CORPORATION
Report of Independent Certified Public Accountants...................... F-12
Consolidated Balance Sheets............................................. F-13
Consolidated Statements of Operations................................... F-14
Consolidated Statements of Stockholders' Equity......................... F-15
Consolidated Statements of Cash Flows................................... F-16
Notes to Consolidated Financial Statements.............................. F-18
THE HEALTHCARE SYSTEMS DIVISION OF THE REYNOLDS AND REYNOLDS COMPANY
Independent Auditors' Report............................................ F-36
Balance Sheets.......................................................... F-37
Statements of Operations and Deficit in Divisional Net Assets........... F-38
Statements of Cash Flows................................................ F-39
Notes to Financial Statements........................................... F-40
</TABLE>

F-1
<PAGE>

INFOCURE CORPORATION
PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

BASIS OF PRESENTATION

The unaudited pro forma combined financial statements present the balance
sheet and income statement data from the consolidated financial statements of
InfoCure Corporation ("InfoCure" or the "Company") including the Founding
Companies (acquired by InfoCure concurrent with its initial public offering)
and the Subsequent Acquisitions (completed from October 1997 through January
1998) (collectively, the "Historical Acquisitions") and give effect to the
acquisition by InfoCure (completed in October 1998) of substantially all the
net assets of the Healthcare Systems Division ("HSD") of The Reynolds and
Reynolds Company (the "HSD Acquisition"), the offering, and certain other
transactions.

The unaudited pro forma combined statements of operations have been prepared
for the year ended December 31, 1997 and the nine months ended September 30,
1998. These statements give effect to the HSD Acquisition and InfoCure's
Historical Acquisitions as if such transactions had occurred at the beginning
of the earliest period presented. The unaudited pro forma combined balance
sheet gives effect to the HSD Acquisition, the offering, and certain other
transactions as if such events had occurred on September 30, 1998.
Additionally, the effects of the offering and other related transactions are
also presented on an "as adjusted basis" as if they had occurred January 1,
1997.

The unaudited pro forma combined financial statements are based on the
historical financial statements of InfoCure, the Historical Acquisitions, and
HSD 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.

InfoCure had previously reported on a fiscal year ending January 31, while
HSD's operations were reported on the September 30 fiscal year of its parent.
Effective February 1, 1997, InfoCure changed its year-end to December 31;
therefore, InfoCure's historical financial statements for 1997 contain its
statement of operations for the eleven month period February 1 to December 31
including results of operations of the Historical Acquisitions completed in
1997 effective from their respective acquisition dates. The unaudited pro forma
combined statements of operations for the year ended December 31, 1997
presented herein include InfoCure's statement of operations for this eleven
month period with appropriate adjustments to reflect (i) the Historical
Acquisitions, as if these acquisitions had occurred at the beginning of the
period presented, and (ii) an estimated one month period of operations for
InfoCure and the Historical Acquisitions.

The pro forma combined statements of operations for the year ended December
31, 1997 also include HSD's historical results of operations for the year ended
September 30, 1997 which, for pro forma purposes, are considered comparable to
the results of a calendar twelve month period. Additionally, HSD's historical
operating results include the operating results of two small businesses
acquired in 1997 ("HSD's Historical Acquisitions") from the respective
acquisition dates. The pro forma combined statements of operations for the year
ended December 31, 1997 reflect adjustments of these acquisitions as if they
had occurred at the beginning of the period.

The unaudited pro forma combined statements of operations for the nine months
ended September 30, 1998 include InfoCure's results of operations for the nine
months ended September 30, 1998 (which include the results of operations of the
Historical Acquisitions) with appropriate adjustments to reflect the HSD
Acquisition for the nine months ended September 30, 1998.

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 the results that InfoCure would have obtained had the transactions
which are the subject of pro forma adjustments occurred at the beginning of the
applicable periods presented, as assumed, or to project the future results of
InfoCure. 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 the "Risk Factors" included elsewhere
in this Prospectus.

F-2
<PAGE>

INFOCURE CORPORATION

PRO FORMA COMBINED BALANCE SHEET

SEPTEMBER 30, 1998
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
ACQUISITION
HISTORICAL HSD AND OTHER PRO OFFERING PRO FORMA
CONSOLIDATED HISTORICAL SUBTOTAL ADJUSTMENTS REF FORMA ADJUSTMENTS REF AS ADJUSTED
------------ ---------- -------- ----------- --- -------- ----------- --- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Current:
Cash and cash
equivalents........... $ 4,734 $ 4 $ 4,738 $ (4) (A) $ 6,878 $ 91,737 (D) $ 20,409
(2,300) (B) (78,206) (F)
4,444 (C)
Accounts receivable,
net .................. 10,292 11,946 22,238 -- 22,238 -- 22,238
Inventory.............. 624 1,607 2,231 -- 2,231 -- 2,231
Deferred tax asset..... 1,308 -- 1,308 -- 1,308 -- 1,308
Prepaid expense and
other ................ 872 566 1,438 -- 1,438 -- 1,438
-------- ------- -------- -------- -------- -------- --------
Total current assets.. 17,830 14,123 31,953 2,140 34,093 13,531 47,624
Property and equipment,
net of depreciation.... 4,351 3,572 7,923 328 (A) 8,251 -- 8,251
Goodwill, net of
accumulated
amortization........... 37,808 8,824 46,632 21,313 (A) 67,945 -- 67,945
Other intangibles, net
of accumulated
amortization........... 1,721 6,518 8,239 (6,518) (A) 5,621 (4,507) (F) 1,114
3,900 (B)
Deferred tax asset...... 1,424 -- 1,424 -- 1,424 -- 1,424
Other assets............ 669 921 1,590 (921) (A) 669 -- 669
-------- ------- -------- -------- -------- -------- --------
Total assets.......... $ 63,803 $33,958 $ 97,761 $ 20,242 $118,003 $ 9,024 $127,027
======== ======= ======== ======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Notes payable.......... $ -- $ -- $ -- $ 2,000 (B) $ 2,000 $ -- (F) $ 2,000
Accounts payable....... 1,601 3,146 4,747 2,000 (B) 6,747 -- 6,747
Accrued restructuring
costs................. 718 -- 718 -- 718 -- 718
Accrued expense........ 3,154 3,801 6,955 (3,801) (A) 3,154 (36) (E) 3,118
Deferred revenue....... 6,225 210 6,435 -- 6,435 -- 6,435
Current portion of
long-term debt........ 2,766 -- 2,766 2,000 (B) 4,766 (4,176) (F) 590
-------- ------- -------- -------- -------- -------- --------
Total current
liabilities.......... 14,464 7,157 21,621 2,199 23,820 (4,212) 19,608
Long-term debt, less
current portion........ 27,369 -- 27,369 48,000 (B) 75,369 (604) (E) 1,335
(73,430) (F)
Other liabilities....... -- 2,098 2,098 (2,098) (A) -- -- --
-------- ------- -------- -------- -------- -------- --------
Total liabilities..... 41,833 9,255 51,088 48,101 99,189 (78,246) 20,943
-------- ------- -------- -------- -------- -------- --------
Convertible, redeemable
preferred stock........ 8,501 -- 8,501 -- 8,501 (8,501) (E) --
-------- ------- -------- -------- -------- -------- --------
Stockholders' equity:
Common stock, $.001
par................... 7 -- 7 -- (C) 7 3 (D) 12
2 (E)
Additional paid-in
capital............... 26,950 -- 26,950 1,400 (B) 32,794 91,734 (D) 133,667
4,444 (C) 9,139 (E)
Accumulated deficit.... (12,155) -- (12,155) (9,000) (A) (21,155) (5,107) (F) (26,262)
Deferred compensation.. (1,111) -- (1,111) -- (1,111) -- (1,111)
Treasury stock, at
cost.................. (222) -- (222) -- (222) -- (222)
Net assets of purchased
companies............. -- 24,703 24,703 (24,703) (A) -- -- --
-------- ------- -------- -------- -------- -------- --------
Total stockholders'
equity............... 13,469 24,703 38,172 (27,859) 10,313 95,771 106,084
-------- ------- -------- -------- -------- -------- --------
Total liabilities and
stockholders'
equity............... $ 63,803 $33,958 $ 97,761 $ 20,242 $118,003 $ 9,024 $127,027
======== ======= ======== ======== ======== ======== ========
</TABLE>

See notes to pro forma combined financial statements.

F-3
<PAGE>

INFOCURE CORPORATION

PRO FORMA STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1998
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
INFOCURE ACQUISITION
HISTORICAL HSD INFOCURE AND AND OTHER OFFERING PRO FORMA
CONSOLIDATED HISTORICAL HSD COMBINED ADJUSTMENTS REF PRO FORMA ADJUSTMENTS REF AS ADJUSTED
------------ ---------- ------------ ----------- --- --------- ----------- --- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue:
Systems and software... $22,261 $ 17,396 $39,657 $ -- $39,657 $ -- $39,657
Maintenance, support
and services.......... 16,296 18,656 34,952 -- 34,952 -- 34,952
------- -------- ------- -------- ------- ------- -------
Total revenue........... 38,557 36,052 74,609 -- 74,609 -- 74,609
Operating expense:
Hardware and other
items purchased for
resale................ 7,263 6,143 13,406 -- 13,406 -- 13,406
Selling, general and
administrative........ 21,493 37,382 58,875 (14,491) (G) 44,384 -- 44,384
Depreciation and
amortization.......... 2,857 4,759 7,616 (2,577) (H) 5,039 -- 5,039
Restructuring and
special charges....... 1,874 750 2,624 -- 2,624 -- 2,624
------- -------- ------- -------- ------- ------- -------
Total operating
expenses............... 33,487 49,034 82,521 (17,068) 65,453 -- 65,453
Operating income
(loss)................. 5,070 (12,982) (7,912) 17,068 9,156 -- 9,156
Other expense (income):
Interest, net.......... 1,826 (38) 1,788 4,586 (J) 6,374 (6,056) (L) 318
Other, net............. (95) (18) (113) -- (113) -- (113)
------- -------- ------- -------- ------- ------- -------
Income (loss) before
income taxes........... 3,339 (12,926) (9,587) 12,482 2,895 6,056 8,951
Provision (benefit) for
income taxes........... 1,574 (4,951) (3,377) 4,743 (K) 1,366 2,301 (M) 3,667
------- -------- ------- -------- ------- ------- -------
Net income (loss)....... 1,765 (7,975) (6,210) 7,739 1,529 3,755 5,284
Accretive dividend...... 800 -- 800 -- 800 -- 800
------- -------- ------- -------- ------- ------- -------
Net income (loss)
available to common
stockholders........... $ 965 $ (7,975) $(7,010) $ 7,739 $ 729 $ 3,755 $ 4,484
======= ======== ======= ======== ======= ======= =======
Net income (loss) per
share:
Basic.................. $ 0.10 $ 0.41
======= =======
Diluted................ $ 0.07 $ 0.35
======= =======
Shares used in
computing net income
(loss) per share (N):
Basic.................. 7,276 10,927
======= =======
Diluted................ 10,108 12,730
======= =======
</TABLE>

F-4
<PAGE>

INFOCURE CORPORATION
PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
SUBTOTAL
HISTORICAL ACQUISITIONS INFOCURE
INFOCURE ------------------------------------------------ SUBTOTAL HISTORICAL AND ADJUSTMENT
HISTORICAL FOUNDING 1997 1998 HISTORICAL HISTORICAL FOR ONE MONTH
CONSOLIDATED BUSINESSES (1) ACQUISITIONS (2) ACQUISITIONS (3) ACQUISITIONS ACQUISITIONS OF OPERATIONS (4)
------------ -------------- ---------------- ---------------- ------------ -------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue:
Systems and
software....... $ 9,733 $ 2,406 $ 6,995 $ 4,729 $ 14,130 $ 23,863 $ 2,170
Maintenance,
support and
services....... 8,541 2,784 4,503 3,394 10,681 19,222 1,747
-------- ------- ------- ------- -------- -------- -------
Total revenue.... 18,274 5,190 11,498 8,123 24,811 43,085 3,917
Operating
expense:
Hardware and
other items
purchased for
resale......... 4,327 1,568 2,598 638 4,804 9,131 831
Selling, general
and
administrative.. 11,653 2,328 6,425 4,373 13,126 24,779 2,253
Depreciation and
amortization... 1,092 474 720 1,547 2,741 3,833 348
Asset
impairment,
restructuring
and special
charges........ 11,136 -- -- -- -- 11,136 --
-------- ------- ------- ------- -------- -------- -------
Total operating
expense......... 28,208 4,370 9,743 6,558 20,671 48,879 3,432
Operating income
(loss).......... (9,934) 820 1,755 1,565 4,140 (5,794) 485
Other expense
(income):
Interest, net... 344 (80) 481 1,499 1,900 2,244 204
Other, net...... (223) (6) (64) (17) (87) (310) (28)
-------- ------- ------- ------- -------- -------- -------
Income (loss)
before income
taxes........... (10,055) 906 1,338 83 2,327 (7,728) 309
Provision
(benefit) for
income taxes.... (1,324) 428 597 65 1,090 (234) 117
-------- ------- ------- ------- -------- -------- -------
Net income
(loss).......... $ (8,731) $ 478 $ 741 $ 18 $ 1,237 $ (7,494) $ 192
======== ======= ======= ======= ======== ======== =======
<CAPTION>
INFOCURE
YEAR ENDED
DECEMBER 31,
1997
------------
<S> <C>
Revenue:
Systems and
software....... $ 26,033
Maintenance,
support and
services....... 20,969
------------
Total revenue.... 47,002
Operating
expense:
Hardware and
other items
purchased for
resale......... 9,962
Selling, general
and
administrative.. 27,032
Depreciation and
amortization... 4,181
Asset
impairment,
restructuring
and special
charges........ 11,136
------------
Total operating
expense......... 52,311
Operating income
(loss).......... (5,309)
Other expense
(income):
Interest, net... 2,448
Other, net...... (338)
------------
Income (loss)
before income
taxes........... (7,419)
Provision
(benefit) for
income taxes.... (117)
------------
Net income
(loss).......... $ (7,302)
============
</TABLE>

<TABLE>
<CAPTION>
SUBTOTAL HSD
PRO FORMA AND HSD'S ACQUISITION
HSD EFFECTS OF HSD'S HISTORICAL INFOCURE AND AND OTHER OFFERING
HISTORICAL (5) ACQUISITIONS (6) ACQUISITIONS HSD COMBINED ADJUSTMENTS REF PRO FORMA ADJUSTMENTS REF
-------------- ---------------- ------------ ------------ ----------- --- --------- ----------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue:
Systems and
software....... $ 22,651 $5,531 $ 28,182 $ 54,215 $ -- $ 54,215 $ --
Maintenance,
support and
services....... 17,796 4,172 21,968 42,937 -- 42,937 --
-------- ------ -------- -------- -------- -------- ------
Total revenue.... 40,447 9,703 50,150 97,152 -- 97,152 --
Operating
expense:
Hardware and
other items
purchased for
resale......... 8,853 1,748 10,601 20,563 -- 20,563 --
Selling, general
and
administrative.. 45,227 6,558 51,785 78,817 (18,311) (G) 60,506 --
Depreciation and
amortization... 4,939 1,500 6,439 10,620 (3,780) (H) 6,840 --
Purchased
research and
development.... 11,000 -- 11,000 11,000 9,000 (I) 20,000 --
Asset
impairment,
restructuring
and special
charges........ 2,075 -- 2,075 13,211 -- 13,211 --
-------- ------ -------- -------- -------- -------- ------
Total operating
expense......... 72,094 9,806 81,900 134,211 (13,091) 121,120 --
Operating income
(loss).......... (31,647) (103) (31,750) (37,059) 13,091 (23,968) --
Other expense
(income):
Interest, net... (46) 848 802 3,250 4,967 (J) 8,217 (7,775) (L)
Other, net...... (20) -- (20) (358) -- (358) --
-------- ------ -------- -------- -------- -------- ------
Income (loss)
before income
taxes........... (31,581) (951) (32,532) (39,951) 8,124 (31,827) 7,775
Provision
(benefit) for
income taxes.... (10,847) (401) (11,248) (11,365) 3,087 (K) (8,278) 2,954 (M)
-------- ------ -------- -------- -------- -------- ------
Net income
(loss).......... $(20,734) $ (550) $(21,284) $(28,586) $ 5,037 $(23,549) $4,821
======== ====== ======== ======== ======== ======== ======
Net loss per
share:
Basic........... $ (3.27)
========
Diluted......... $ (3.27)
========
Shares used in
computing net
loss per
share (N)
Basic........... 7,198
========
Diluted......... 7,198
========
<CAPTION>
PRO FORMA
AS ADJUSTED
-----------
<S> <C>
Revenue:
Systems and
software....... $ 54,215
Maintenance,
support and
services....... 42,937
-----------
Total revenue.... 97,152
Operating
expense:
Hardware and
other items
purchased for
resale......... 20,563
Selling, general
and
administrative.. 60,506
Depreciation and
amortization... 6,840
Purchased
research and
development.... 20,000
Asset
impairment,
restructuring
and special
charges........ 13,211
-----------
Total operating
expense......... 121,120
Operating income
(loss).......... (23,968)
Other expense
(income):
Interest, net... 442
Other, net...... (358)
-----------
Income (loss)
before income
taxes........... (24,052)
Provision
(benefit) for
income taxes.... (5,324)
-----------
Net income
(loss).......... $(18,728)
===========
Net loss per
share:
Basic........... $ (1.73)
===========
Diluted......... $ (1.73)
===========
Shares used in
computing net
loss per
share (N)
Basic........... 10,850
===========
Diluted......... 10,850
===========
</TABLE>

See notes to pro forma combined financial statements.

F-5
<PAGE>

- --------
(1) Includes pro forma effect of acquisitions from February 1 to July 10, 1997
of DR Software, KComp, Millard-Wayne and Rovak. The audited historical
financial statements are included in Form SB-2 effective July 10, 1997
incorporated herein by reference.
(2) Includes pro forma effect of acquisitions from February 1 to the effective
date of acquisition, which was September 30 for SoftEasy, CCI and POLCI,
October 31 for PACE and November 30 for OPMS. The audited historical
financial statements of POLCI and Software Manufacturing Group, the
predecessor to OPMS, are included in previously filed Forms 8-K
incorporated herein by reference. SoftEasy, CCI and PACE were not deemed
significant at their date of acquisition and therefore inclusion of
audited statements is unnecessary.
(3) Includes pro forma effect of acquisitions from February 1 to December 31
for MDI and MSI, which were acquired effective January 1, 1998. The
audited historical financial statements are included in a previously filed
Form 8-K incorporated herein by reference.
(4) Adjustment to annualize eleven month operating data.
(5) Represents the fiscal year ended September 30, 1997.
(6) Includes pro forma effect of acquisitions from October 1 to the effective
date of the respective acquisitions of two small businesses acquired
during the year ended September 30, 1997.

See accompanying notes to pro forma combined financial statements.

F-6
<PAGE>

INFOCURE CORPORATION

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

1. GENERAL

InfoCure Corporation ("InfoCure" and, together with its subsidiaries, the
"Company") was founded in 1996 to become a leading national provider of
practice management software and services to targeted healthcare specialty
practices. On July 10, 1997, InfoCure completed the initial public offering
("IPO") of its common stock (the "Common Stock") and simultaneously acquired
in separate transactions six businesses (collectively the "Founding
Companies"). Contemporaneously with the acquisition of the Founding Companies
and the IPO, InfoCure merged with American Medcare Corporation ("AMC"). AMC is
considered the predecessor to InfoCure and the accounting acquiror of the
Founding Companies. Subsequent to the IPO and through September 30, 1998, the
Company acquired seven practice management companies, all of which were
accounted for as purchases. In October 1998, the Company completed the
acquisition of substantially all of the net assets of the Healthcare Systems
Division ("HSD") of The Reynolds and Reynolds Company (the "HSD Acquisition")
in a transaction accounted for as a purchase.

2. UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS

Acquisition adjustments and private placement

(A) Records the October 1998 acquisition of substantially all of the net
assets of HSD for $48.5 million. In addition to the contract price, the
Company paid at closing liabilities of approximately $3.8 million, assumed
liabilities of approximately $3.4 million and incurred transaction costs
estimated at $1.5 million. In connection therewith, the Company issued notes
payable to the seller for a total of $12.0 million and obtained an additional
advance of $40.0 million on its acquisition line of credit (the "Line of
Credit") with FINOVA Capital Corporation ("FINOVA"). This acquisition was
accounted for as a purchase with the $53.8 million total consideration
allocated to the assets acquired as follows:

<TABLE>
<CAPTION>
DESCRIPTION AMOUNT
----------- --------------
(IN THOUSANDS)
<S> <C>
Accounts receivable........................................ $11,946
Inventory.................................................. 1,607
Prepaid expense............................................ 566
Property and equipment..................................... 3,900
Accounts payable........................................... (3,146)
Deferred revenue........................................... (210)
-------
Net assets................................................. 14,663
Purchased research and development......................... 9,000
Goodwill................................................... 30,137
-------
Total consideration........................................ $53,800
=======
</TABLE>

The foregoing allocations are based on estimated fair values and are subject
to adjustment. Fair values were determined based on an independent appraisal
of the purchase transaction.

F-7
<PAGE>

INFOCURE CORPORATION

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

In connection with the HSD Acquisition, the Company paid at closing
approximately $3.8 million to liquidate certain accrued expenses related
primarily to compensation and did not acquire or assume the following assets
and liabilities:

<TABLE>
<CAPTION>
DESCRIPTION AMOUNT
----------- --------------
(IN THOUSANDS)
<S> <C>
Cash and equivalents.... $ 4
Other intangible assets,
net of accumulated
amortization........... 6,518
Other assets............ 921
Other liabilities....... (2,098)
-------
Net assets.............. $ 5,345
=======
</TABLE>

(B) Records proceeds of the $40.0 million addition to the Company's Line of
Credit and notes payable to the seller aggregating $12.0 million in connection
with the HSD Acquisition. In connection with the Line of Credit increase, the
Company was obligated to pay at closing $500,000 in loan fees related
specifically to the $40.0 million increase. Additionally, the Company agreed
to pay $2.0 million and issue warrants to FINOVA which grant FINOVA the right
to acquire 225,000 shares of Common Stock at $12 per share. This $2.0 million
fee and the warrants relate to the restructuring of the Line of Credit
including satisfaction of provisions for future contingent interest. The
aggregate $2.5 million loan fees and costs together with the $1.4 million
estimated fair value of the warrants will be amortized over the remaining
four-year term of the Line of Credit. This Line of Credit addition will be
repaid from proceeds of the Company's current public offering of its Common
Stock (the "Offering").

Notes payable to the seller include (i) a five-year, convertible promissory
note in the amount of $10.0 million payable in equal installments of principal
plus interest per annum at rates commencing at eight percent and increasing
each year to a maximum of 14 percent and (ii) a $2.0 million subordinated
promissory note bearing interest at twelve per cent due February 1999. The
convertible promissory note is convertible into Common Stock at the Company's
option during the first year of the term at a price based on market value of
the Common Stock at the conversion date.

(C) Records the net proceeds from the sale of 227,984 shares of Common Stock
for an aggregate amount of $4,500,000 in December 1998 under the terms of a
private placement to an institutional investor (the "Institutional
Placement").

Offering adjustments

(D) Records the proceeds from the issuance of 3,000,000 shares of Common
Stock, net of estimated offering costs. Offering costs consist primarily of
discounts and commissions, legal fees, accounting fees and printing expenses.

(E) Records the (i) conversion of 850,060 shares of Series A Convertible,
Redeemable Preferred Stock into 1,000,070 shares of Common Stock at the
applicable conversion price, (ii) conversion of a $603,566 note payable and
applicable accrued interest into 84,294 shares of Common Stock at the
applicable conversion price and (iii) issuance of 29,020 shares of Common
Stock in satisfaction of earnout commitments related to previous acquisitions.
These transactions are provided for by the terms of the original applicable
agreements.

(F) Records estimated repayment of indebtedness in connection with the HSD
and other acquisitions under the Line of Credit.

F-8
<PAGE>

INFOCURE CORPORATION

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

3. UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATION ADJUSTMENTS

Acquisition adjustments

(G) Records pro forma adjustments to compensation and certain other operating
expenses pursuant to applicable provisions of the HSD acquisition agreement. In
accordance with specific terms of the agreement certain operating units and
certain specifically identified personnel and costs related thereto which were
not part of the acquisition have been eliminated. These adjustments are
summarized as follows:

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
DESCRIPTION OF ADJUSTMENT 1997 1998
------------------------- ------------ -------------
<S> <C> <C>
Reduction in compensation and related expenses..... $ 3,062 $ 2,526
Net reductions in costs and expenses of operating
activities/centers not acquired................... 1,836 899
Elimination of HSD's corporate services overhead
and related allocations not acquired.............. 15,533 12,815
Increase in the Company's overhead expenses to
integrate the HSD acquisition..................... (2,120) (1,749)
------- -------
$18,311 $14,491
======= =======
</TABLE>

The pro forma adjustment to compensation and related expenses is derived from
position reductions at the four HSD operating centers. These reductions, which
are specifically provided for in the acquisition and related agreements,
aggregate 55 positions or approximately 20% of the total headcount prior to the
acquisition. The position eliminations are duplicative in nature and
attributable to administrative activities and redundancies in sales, support
and research and development.

The pro forma adjustment to eliminate net results of operating
activities/centers not acquired is based on the exclusion, pursuant to specific
terms of the acquisition agreement, of HSD's clinical product development
center and its forms management operation. These activities generated minimal
contribution, are not important to integration of the other operating centers
and do not fit within the Company's overall strategy.

The elimination of the corporate services overhead and related allocations
reflects the rational adjustment to eliminate the excessive infrastructure
costs. The expenditure of $15.0 million in overhead for an enterprise with
revenue of $50.0 million clearly indicates that HSD's parent had made a
significant investment in infrastructure intended to support a significantly
larger organization. These reductions, which are specifically provided for in
the acquisition and related agreements, aggregate 106 positions that are either
duplicative in nature or unnecessary to support operations at current levels.
In addition certain allocated Reynolds and Reynolds corporate overhead services
were not continued by InfoCure under the terms of the acquisition and related
agreements.

It is management's opinion that the reductions will not materially adversely
affect the Company's ability to continue service levels, sales efforts and
other functions required to maintain sales levels comparable with those
historically achieved and, assuming no unforeseen change in economic or other
factors, that these levels could be maintained through the period required to
achieve integration of the HSD Acquisition. Further, as indicated in the table
summarizing pro forma adjustments, management has provided for an addition to
the Company's overhead, including increases in appropriate corporate support
and administrative personnel to facilitate integration of the HSD Acquisition.

Assuming constant sales levels, management believes that no additional change
in personnel is required, called for or anticipated. Any increase in personnel
requirements would be related to increased activity from growth or the
introduction of new products and services. The specifically negotiated
reductions in the workforce give recognition to the economies of scale and
synergies to be attained as a result of integration of the HSD Acquisition.

F-9
<PAGE>

INFOCURE CORPORATION

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

(H) Records adjustment to depreciation and amortization expense as follows:

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
INCREASE (DECREASE) DUE TO: 1997 1998
- --------------------------- ------------ -------------
<S> <C> <C>
Amortization of new basis in goodwill over life of
15 years on a straight-line basis................. $(1,369) $ (189)
Eliminate amortization for other intangibles not
acquired (1,928) (1,880)
Adjustment to depreciation and amortization for
increase in basis and application of uniform lives
of three to seven years........................... (483) (508)
------- -------
$(3,780) $(2,577)
======= =======
</TABLE>

The new basis in goodwill reflects adjustment to previous carrying value of
intangibles of HSD to estimated values reflected in the independent appraisal.
The 15-year estimated useful life of goodwill is consistent with the Company's
established policy and, with respect to the HSD Acquisition, is supported by
the findings in the appraisal.

(I) Records pro forma adjustment to recognize as an expense the estimated
fair value of in-process research and development costs purchased in the HSD
Acquisition. Such costs relate to expenditures for development of new
products, which have not yet reached technological feasibility, and for
modifications to extend the useful life of existing products. Estimated fair
value is based on the findings of an independent appraisal.

(J) Records adjustment of interest expense related to debt incurred to
effect the purchase of the HSD Acquisition.

(K) Adjusts the provision for income taxes based on other pro forma
adjustments.

OFFERING ADJUSTMENTS

(L) Records adjustment to interest expense based on (i) debt repaid from the
proceeds of the Offering and (ii) conversion of debt concurrent with the
Offering.

(M) Adjusts the provision for income taxes based on offering adjustments.

4. DEBT EXTINGUISHMENT COSTS

As described in Adjustment F, the Company will repay certain indebtedness
with a portion of the proceeds of the Offering. In connection therewith, the
Company anticipates that by the end of the first quarter 1999, it will incur
debt extinguishment costs of as much as $5.1 million including write-off of
deferred loan costs, the estimated value of warrants granted to FINOVA and
prepayment fees.

F-10
<PAGE>

INFOCURE CORPORATION

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

5. PRO FORMA EARNINGS PER SHARE

(N) The weighted average number of shares used to calculate earnings per share
(EPS) for pro forma and pro forma--as adjusted purposes included the
following:

<TABLE>
<CAPTION>
TWELVE MONTHS NINE MONTHS
ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
1997 1998
------------- -------------
<S> <C> <C>
EPS--PRO FORMA
Shares issued in conjunction with the Company's
IPO.............................................. 1,400,000 1,400,000
Shares issued to acquire the Founding Companies... 3,895,887 3,895,887
Shares issued in connection with Recent
Acquisitions, including RADMAN................... 947,663 947,663
Shares issued in satisfaction of earnout
commitments...................................... 384,487 384,487
Shares issued in payment of debt and other
obligations, net................................. 255,643 236,273
Shares issued in connection with private
placement........................................ 203,338 203,338
Shares issued in connection with exercise of
options and warrants............................. 111,296 113,165
Shares issued for restricted stock awards......... -- 95,000
---------- ----------
Estimated shares outstanding pro forma--basic..... 7,198,314 7,275,813
Shares assumed issued to convert 850,060 shares of
preferred stock.................................. -- 1,000,070
Shares issuable or assumed issued in satisfaction
of earnout commitments........................... -- 29,020
Shares assumed issued upon exercise of options and
warrants......................................... -- 2,401,554
Shares assumed to be repurchased from proceeds
from shares assumed issued from exercise of
options and warrants............................. -- (598,725)
---------- ----------
Estimated shares outstanding pro forma--diluted... 7,198,314 10,107,732
========== ==========

EPS--PRO FORMA--AS ADJUSTED
Shares issued in conjunction with the Company's
IPO.............................................. 1,400,000 1,400,000
Shares issued to acquire the Founding Companies... 3,895,887 3,895,887
Shares issued in connection with Recent
Acquisitions, including RADMAN................... 947,663 947,663
Shares issued in satisfaction of earnout
commitments...................................... 384,487 384,487
Shares issued in payment of debt and other
obligations, net................................. 255,643 236,273
Shares issued in connection with private
placement........................................ 203,338 203,338
Shares issued in connection with exercise of
options and warrants............................. 111,296 113,165
Shares issued for restricted stock awards......... -- 95,000
Shares assumed issued from the Offering to repay
debt and other obligations....................... 2,537,889 2,537,889
Shares assumed issued to convert 850,060 shares of
preferred stock.................................. 1,000,070 1,000,070
Shares issuable or assumed issued in satisfaction
of earnout commitments........................... 29,020 29,020
Shares assumed issued to convert note payable and
accrued interest................................. 84,294 84,294
---------- ----------
Estimated shares outstanding pro forma as
adjusted--basic.................................. 10,849,587 10,927,086
Shares assumed issued upon exercise of options and
warrants......................................... -- 2,401,554
Shares assumed to be repurchased from proceeds
from shares assumed issued from exercise of
options.......................................... -- (598,725)
---------- ----------
Estimated shares outstanding pro forma as adjusted
diluted.......................................... 10,849,587 12,729,915
========== ==========
</TABLE>

The impact of the assumed exercise of the Company's stock options and
warrants would be anti-dilutive for the twelve months ended December 31, 1997
and have not been presented.

F-11
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors of
InfoCure Corporation
Atlanta, Georgia

We have audited the accompanying consolidated balance sheets of InfoCure
Corporation and its subsidiaries (See Note 1) as of December 31, 1997 and
January 31, 1997, and the related consolidated statements of operations,
stockholders' equity and cash flows for the eleven months ended December 31,
1997 and the years ended January 31, 1997 and 1996. 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.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of InfoCure Corporation and its subsidiaries at December 31, 1997 and January
31, 1997, and the consolidated results of their operations and their cash flows
for the eleven months ended December 31, 1997 and the years ended January 31,
1997 and 1996 in conformity with generally accepted accounting principles.

BDO Seidman, LLP
Atlanta, Georgia
March 18, 1998, except as to Notes 1 and 3 as to which date is December 23,
1998

F-12
<PAGE>

INFOCURE CORPORATION

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
JANUARY 31, DECEMBER 31, SEPTEMBER
1997 1997 30, 1998
----------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS (Note 8):
Current
Cash and cash equivalents........... $ 215,615 $ 1,625,757 $ 4,733,724
Accounts receivable--trade, net of
allowance of $35,000, $51,000 and
$234,000........................... 838,691 4,885,460 10,292,125
Other receivables................... -- 233,082 --
Inventory........................... 45,896 587,336 624,262
Deferred tax asset (Note 12)........ 548,000 1,237,000 1,308,000
Prepaid expenses and other current
assets............................. 99,008 784,396 872,149
----------- ------------ ------------
Total current assets.............. 1,747,210 9,353,031 17,830,260
Property and equipment, net of
accumulated depreciation (Note 5).... 212,343 1,529,317 4,350,754
Goodwill, net of accumulated
amortization of $53,508, $404,888 and
$2,438,083 (Notes 3 and 4)........... 2,015,309 17,013,526 37,807,627
Other intangible assets (Note 6)...... 824,792 1,125,775 1,721,233
Deferred tax asset (Note 12).......... 871,000 1,906,000 1,424,000
Other assets.......................... 10,872 196,993 668,844
----------- ------------ ------------
$ 5,681,526 $ 31,124,642 $ 63,802,718
=========== ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities
Accounts payable.................... $ 958,128 $ 1,889,922 $ 1,600,382
Accrued restructuring costs (Note
4)................................. -- 3,172,066 718,179
Accrued expense (Note 7)............ 433,735 1,214,186 3,154,168
Deferred revenue and customer
deposits........................... 1,811,293 5,281,832 6,225,335
Current portion of notes payable and
long term debt (Note 8)............ 384,834 2,061,393 2,766,096
----------- ------------ ------------
Total current liabilities......... 3,587,990 13,619,399 14,464,160
Notes payable and long term debt, less
current portion (Note 8)............. 1,265,292 7,288,745 27,369,151
Other liabilities (Note 9)............ 1,596,533 6,585,526 --
----------- ------------ ------------
Total liabilities................. 6,449,815 27,493,670 41,833,311
----------- ------------ ------------
Commitments (Note 10)
Convertible, redeemable preferred
stock (Note 11)...................... -- -- 8,500,600
----------- ------------ ------------
Stockholders' equity (capital deficit)
(Note 11)
Common stock........................ 63,302 6,258 7,316
Stock purchase warrant.............. 80,000 -- --
Additional paid-in capital.......... 3,642,192 16,860,489 26,949,325
Deficit............................. (4,388,783) (13,119,871) (12,155,229)
Deferred compensation............... -- -- (1,111,000)
Treasury stock and accrued stock
repurchase, at cost................ (165,000) (115,904) (221,605)
----------- ------------ ------------
Total stockholders' equity........ (768,289) 3,630,972 13,468,807
----------- ------------ ------------
$ 5,681,526 $ 31,124,642 $ 63,802,718
=========== ============ ============
</TABLE>

See accompanying notes to consolidated financial statements.

F-13
<PAGE>

INFOCURE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
------------------------ ELEVEN MONTHS ------------------------
ENDED SEPTEMBER
JANUARY 31, JANUARY 31, DECEMBER 31, OCTOBER 31, 30,
1996 1997 1997 1997 1998
----------- ----------- ------------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenue:
Systems and software.. $3,998,579 $3,857,142 $ 9,733,619 $ 5,812,620 $22,260,580
Maintenance, support
and services......... 2,073,651 2,494,151 8,540,814 5,951,444 16,296,017
---------- ---------- ------------ ----------- -----------
Total revenue........... 6,072,230 6,351,293 18,274,433 11,764,064 38,556,597
---------- ---------- ------------ ----------- -----------
Operating expense:
Hardware and other
items purchased for
resale............... 1,240,157 1,192,338 4,327,396 2,836,769 7,262,457
Selling, general and
administrative ...... 5,368,055 5,427,284 11,653,369 7,605,831 21,493,298
Depreciation and
amortization......... 238,207 236,528 1,091,848 712,882 2,856,867
Asset impairment and
restructuring costs
(Note 4)............. -- -- 11,136,027 -- 1,874,032
---------- ---------- ------------ ----------- -----------
Total operating
expense................ 6,846,419 6,856,150 28,208,640 11,155,482 33,486,654
---------- ---------- ------------ ----------- -----------
Operating income
(loss)................. (774,189) (504,857) (9,934,207) 608,582 5,069,943
Other expense (income):
Interest, net......... 68,609 82,900 344,146 239,791 1,826,160
Other income, net..... (122,146) (5,805) (223,123) (175,103) (95,597)
---------- ---------- ------------ ----------- -----------
Income (loss) before
income taxes........... (720,652) (581,952) (10,055,230) 543,894 3,339,380
Provision (benefit) for
income taxes
(Note 12).............. (227,000) (868,000) (1,324,142) 251,750 1,574,738
---------- ---------- ------------ ----------- -----------
Net income (loss)....... (493,652) 286,048 (8,731,088) 292,144 1,764,642
Accretive dividend (note
11).................... -- -- -- -- 800,000
---------- ---------- ------------ ----------- -----------
Net income (loss)
available to common
stockholders........... $ (493,652) $ 286,048 $ (8,731,088) $ 292,144 $ 964,642
========== ========== ============ =========== ===========
Net income (loss) per
share--basic (Note 2).. $ (1.79) $ 0.06 $ 0.15
============ =========== ===========
Net income (loss) per
share--diluted
(Note 2)............... $ (1.79) $ 0.06 $ 0.12
============ =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements

F-14
<PAGE>

INFOCURE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE
--------------------- ------------------- ACCRUED STOCK ADDITIONAL
COMMON TREASURY COMMON TREASURY STOCK PURCHASE DEFERRED PAID-IN
STOCK STOCK STOCK STOCK REPURCHASE WARRANT COMPENSATION CAPITAL DEFICIT
----------- -------- -------- --------- ---------- --------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, at January
31, 1995.......... 49,914,496 -- $ 49,914 $ -- $ -- $ 500,000 -- $ 1,597,614 $ (4,181,179)
Purchase of
treasury stock... -- (228,489) -- (100,000) -- -- -- -- --
Issuance of stock
options.......... -- -- -- -- -- -- -- 29,998 --
Net loss.......... -- -- -- -- -- -- -- -- (493,652)
----------- -------- -------- --------- -------- --------- ----------- ----------- ------------
Balance, at January
31, 1996.......... 49,914,496 (228,489) 49,914 (100,000) -- 500,000 -- 1,627,612 (4,674,831)
Issuance of
common stock..... 13,387,440 -- 13,388 -- -- -- -- 1,424,580 --
Cancellation of
warrant.......... -- -- -- -- -- (500,000) -- 450,000 --
Issuance of
warrant.......... -- -- -- -- -- 80,000 -- -- --
Issuance of stock
options.......... -- -- -- -- -- -- -- 30,000 --
Capital
contribution..... -- -- -- -- -- -- -- 110,000 --
Pending
repurchase of
common stock..... -- -- -- -- (65,000) -- -- -- --
Net income........ -- -- -- -- -- -- -- -- 286,048
----------- -------- -------- --------- -------- --------- ----------- ----------- ------------
Balance, at January
31, 1997.......... 63,301,936 (228,489) 63,302 (100,000) (65,000) 80,000 -- 3,642,192 (4,388,783)
Issuance of
common stock..... 800,000 -- 800 -- -- -- -- 279,200 --
Stock
repurchase....... (114,933) -- (115) -- 65,000 -- -- (64,885) --
Conversion of
common stock
upon formation
of Company
(Note 1)......... (60,501,333) 228,489 (60,501) 100,000 -- -- -- (41,670) --
Issuance of
common stock,
net of related
expense in
conjunction
with:
Initial public
offering....... 1,400,000 -- 1,400 -- -- -- -- 5,727,064 --
Acquisition of
Founding
Companies...... 907,585 -- 908 -- -- -- -- 4,990,811 --
Payment of debt
and other
obligations.... 276,716 -- 277 -- -- -- -- 1,521,662 --
Exercise of
warrants....... 111,296 -- 111 -- -- (80,000) -- 201,159 --
Recent
Acquisitions... 76,748 -- 76 -- -- -- -- 577,315 --
Issuance of stock
options and
warrant.......... -- -- -- -- -- -- -- 27,641 --
Purchase of
treasury stock... -- (21,073) -- (115,904) -- -- -- -- --
Net loss.......... -- -- -- -- -- -- -- -- (8,731,088)
----------- -------- -------- --------- -------- --------- ----------- ----------- ------------
Balance, at
December 31,
1997.............. 6,258,015 (21,073) 6,258 (115,904) -- -- -- 16,860,489 (13,119,871)
Activity for the
period ended
September 30, 1998
(unaudited):
Issuance of
common stock,
net of related
expense for:
Recent
Acquisitions... 373,547 -- 373 -- -- -- -- 4,158,903 --
Private
placement...... 203,338 -- 203 -- -- -- -- 2,308,547 --
Exercise of
stock options.. 1,869 -- 2 -- -- -- -- 7,781 --
Earnout
commitments.... 384,487 -- 385 -- -- -- -- 2,254,193 --
Restricted Stock
Award (Note
11)............ 95,000 -- 95 -- -- -- (1,140,000) 1,139,905 --
Issuance of stock
options and
warrants......... -- -- -- -- -- -- -- 219,507 --
Accretive
dividend
(Note 11)........ -- -- -- -- -- -- -- -- (800,000)
Purchase of
treasury stock... -- (19,370) -- (105,701) -- -- -- -- --
Amortization of
deferred
compensation..... -- -- -- -- -- -- 29,000 -- --
Net income........ -- -- -- -- -- -- -- -- 1,764,642
----------- -------- -------- --------- -------- --------- ----------- ----------- ------------
Balance, at
September 30, 1998
(unaudited)....... 7,316,256 (40,443) $ 7,316 $(221,605) $ -- $ -- $(1,111,000) $26,949,325 $(12,155,229)
=========== ======== ======== ========= ======== ========= =========== =========== ============
</TABLE>

See accompanying notes to consolidated financial statements

F-15
<PAGE>

INFOCURE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED ELEVEN NINE MONTHS ENDED
----------------------- MONTHS ENDED --------------------------
JANUARY 31, JANUARY 31, DECEMBER 31, OCTOBER 31, SEPTEMBER 30,
1996 1997 1997 1997 1998
----------- ----------- ------------ ----------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash provided by (used
in) operating
activities:
Net (loss) income..... $(493,652) $ 286,048 $(8,731,088) $ 292,144 $ 1,764,642
Adjustments to
reconcile net (loss)
income to cash
provided by (used in)
operating activities:
Asset impairment and
restructuring
costs............... -- -- 11,136,027 -- 1,874,032
Depreciation and
amortization........ 238,207 236,528 1,091,848 712,882 2,856,867
Allowance for
doubtful accounts... 18,368 (55,086) 16,000 -- 182,906
Stock-based
compensation........ 29,998 30,000 27,500 -- 29,155
Option cancellation
expense............. -- 110,000 -- -- --
Deferred income
taxes............... (229,606) (868,816) (1,369,991) -- 482,045
Changes in current
assets and
liabilities--net of
effects of
acquisitions:
Accounts
receivable........ 335,418 (37,192) (1,077,338) (636,325) (4,390,827)
Inventory, prepaid
expense, and other
current assets.... (192,467) 130,301 (493,087) 14,709 193,482
Accounts payable
and accrued
expense........... 169,171 (442,901) (2,107,821) (1,330,489) (1,589,431)
Deferred revenue... 298,286 (511,122) 817,046 300,874 (1,043,953)
--------- ---------- ----------- ---------- -----------
Net cash provided
by (used in)
operating
activities........ 173,723 (1,122,240) (690,904) (646,205) 358,918
--------- ---------- ----------- ---------- -----------
Cash used in investing
activities:
Net cash paid for
acquisition of
Founding Companies... -- (150,000) (3,745,113) -- --
Net cash paid for
acquisition of Recent
Acquisitions......... -- -- (4,795,408) (6,972,410) (18,108,007)
Property and equipment
expenditures......... (46,382) (48,966) (297,472) (249,402) (1,364,065)
Cash paid for other
intangible assets.... (27,864) (237,377) (375,972) (989,923) (68,840)
Proceeds from
collection of notes
and other
receivables.......... 4,213 -- 375,201 -- --
--------- ---------- ----------- ---------- -----------
Net cash used in
investing activities... (70,033) (436,343) (8,838,764) (8,211,735) (19,540,912)
--------- ---------- ----------- ---------- -----------
Balance forward......... 103,690 (1,558,583) (9,529,668) (8,857,940) (19,181,994)
--------- ---------- ----------- ---------- -----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-16
<PAGE>

INFOCURE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
----------------------- ELEVEN -------------------------
MONTHS ENDED SEPTEMBER
JANUARY 31, JANUARY 31, DECEMBER 31, OCTOBER 31, 30,
1996 1997 1997 1997 1998
----------- ----------- ------------ ----------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Balance forward......... 103,690 (1,558,583) (9,529,668) (8,857,940) (19,181,994)
Cash provided by
financing activities:
Proceeds from issuance
of common stock...... -- 1,320,402 6,008,464 6,433,607 2,316,916
Proceeds from exercise
of warrant........... -- -- 121,270 -- --
Proceeds from issuance
of long-term debt.... 617,617 296,066 -- -- --
Proceeds from issuance
of convertible
preferred stock...... -- -- -- -- 7,819,952
Repayment of note
payable to
stockholder.......... (73,027) -- -- (429,561) (143,848)
Net borrowings under
acquisition credit
facility............. -- -- 7,188,095 3,528,984 13,006,208
Principal payments on
long-term debt....... (397,563) (155,282) (2,262,115) -- (603,566)
Proceeds from note
payable to
stockholder.......... 94,500 108,545 -- -- --
Repurchase of common
stock warrant........ -- (50,000) -- -- --
Purchase of treasury
stock................ (100,000) -- (115,904) -- (105,701)
--------- ----------- ----------- ----------- ------------
Net cash provided by
financing activities... 141,527 1,519,731 10,939,810 9,533,030 22,289,961
--------- ----------- ----------- ----------- ------------
Net increase (decrease)
in cash and cash
equivalents............ 245,217 (38,852) 1,410,142 675,090 3,107,967
Cash and cash
equivalents,
Beginning of period.... 9,250 254,467 215,615 215,615 1,625,757
--------- ----------- ----------- ----------- ------------
Cash and cash
equivalents,
End of period.......... $ 254,467 $ 215,615 $ 1,625,757 $ 890,705 $ 4,733,724
========= =========== =========== =========== ============
</TABLE>

See accompanying notes to consolidated financial statements.

F-17
<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS
ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)

1. ORGANIZATION AND BASIS OF PRESENTATION

InfoCure Corporation ("InfoCure") was founded in November 1996 to develop,
market and service practice management systems for use by health care providers
throughout the United States. On July 10, 1997, InfoCure closed an initial
public offering of its common stock (the "Offering") and simultaneously
acquired the following six operating companies: (i) International Computer
Solutions, Inc. ("ICS"), (ii) Health Care Division, Inc. ("HCD"), (iii)
Millard-Wayne, Inc. ("Millard-Wayne"), (iv) KComp Management Systems, Inc.
("KComp"), (v) DR Software, Inc. ("DR Software") and (vi) Rovak, Inc. ("Rovak")
(collectively the "Founding Companies"). American Medcare Corporation ("AMC"),
a holding company and parent of ICS, HCD, and Millard-Wayne, originally
incorporated on January 11, 1983, was merged with and into InfoCure at the time
the Offering became effective and is considered a predecessor company to
InfoCure and the accounting acquirer of all the companies. All outstanding
shares of AMC were converted into approximately 3.0 million shares of InfoCure
Common Stock concurrently with the consummation of the Offering. The aggregate
consideration paid for the Founding Businesses was approximately $3.7 million
in cash and 907,000 shares of Common Stock for an aggregate value of $8.7
million including fees and other acquisition related costs.

Subsequent to the consummation of the Offering and the acquisition of the
Founding Companies, InfoCure acquired substantially all the assets or all the
outstanding equity securities of the following companies (the "Recent
Acquisitions"): (i) Professional On-Line Computer, Inc. ("POLCI"); (ii)
Commercial Computers, Inc. ("CCI"); (iii) SoftEasy Software, Inc. ("SoftEasy");
(iv) Pace Financial Corporation ("PACE"); and (v) the orthodontic business unit
of HALIS Services, Inc. ("OPMS"). POLCI, CCI and SoftEasy were acquired with
effect from October 1, 1997; PACE was acquired with effect from November 1,
1997 and OPMS was acquired with effect from December 1, 1997. Aggregate
consideration for these acquisitions completed in the eleven months ended
December 31, 1997 was approximately 77,000 shares of Common Stock and
$11.7 million cash and debt, for an aggregate value of $12.4 million.

Additionally, in the nine months ended September 30, 1998, InfoCure acquired
the assets, subject to the assumption of certain liabilities, of Micro-Software
Designs, Inc. ("MDI") and acquired the outstanding equity securities of Medical
Software Integrators, Inc. ("MSI"). These acquisitions (also referred to as
"Recent Acquisitions") were effective from January 1, 1998. Aggregate
consideration for the Recent Acquisitions was approximately 373,000 shares of
Common Stock and $19.0 million cash and debt for an aggregate value of $23.1
million.

In December 1998, InfoCure completed a business combination with Radiology
Management Systems, Inc. ("RADMAN"). The Company exchanged approximately
497,000 shares of InfoCure common stock in the transaction. This acquisition
was accounted for as a pooling of interests. Accordingly, the accompanying
consolidated financial statements include the financial position, results of
operations and cash flows of RADMAN for all periods.

With the exception of the RADMAN transaction, the acquisitions of the
Founding Businesses as well as the Recent Acquisitions, have been accounted for
using the purchase method of accounting.

InfoCure, the Founding Companies, the Recent Acquisitions and RADMAN are
referred to collectively as the Company. The Company changed its fiscal
reporting period to December 31 effective February 1, 1997.

The accompanying financial statements have been presented on a consolidated
basis for the eleven months ended December 31, 1997, including InfoCure and its
wholly owned subsidiaries. All significant intercompany balances and
transactions have been eliminated. The accompanying consolidated financial
statements include

F-18
<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS
ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)
AMC (InfoCure's predecessor) and its subsidiaries, RADMAN, ICS and HCD for the
period from February 1, 1997; the Founding Companies for the period from July
11, 1997, and the Recent Acquisitions from their respective dates of
acquisition.

For the years ended January 31, 1997 and 1996, the accompanying financial
statements present the consolidated financial position, results of operation
and cash flows of AMC and its wholly owned subsidiaries, RADMAN, ICS and, with
effect from December 3, 1996, HCD, which was acquired as of that date.

See also Note 14--Subsequent Events.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 reported period.
Actual results could differ from those estimates.

REVENUE RECOGNITION

Revenue from software licenses is recognized upon sale and shipment. Revenue
from the sale of systems is recognized when the system has been installed and
when the related client training has been completed. Amounts billed in advance
of installation and pending completion of remaining significant obligations are
deferred. Revenue from support and maintenance contracts is recognized as the
services are performed ratably over the contract period, which typically does
not exceed one year. Revenue from other services is recognized as they are
provided.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with maturity dates of
three months or less from the date of purchase to be cash equivalents.

CONCENTRATIONS OF CREDIT RISK

The Company's credit concentrations are limited due to the wide variety of
customers in the health care industry and the geographic areas into which the
Company's systems and services are sold.

At certain times during the year, the Company maintains cash and cash
equivalents in bank accounts in amounts above the federally insured limits.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of financial instruments is the amount at which the instrument
could be exchanged in a current transaction between willing parties. Management
estimates that the carrying amounts of the Company's financial instruments
included in the accompanying consolidated balance sheets are not materially
different from their fair values.

INVENTORIES

Inventory consists primarily of peripheral computer equipment and computer
forms and supplies. Inventory is accounted for on the first-in, first-out basis
and reported at the lower of cost or market

F-19

<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS
ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)

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 primarily accelerated methods
for income tax purposes. Substantial betterments to property and equipment are
capitalized and repairs and maintenance are expensed as incurred.

CAPITALIZED SOFTWARE COSTS

Software development costs are expensed as incurred prior to establishing the
technological feasibility of a product. For the period between the
establishment of technological feasibility and the time a product is available
for general release, such costs are capitalized. Capitalized software costs are
amortized using the straight-line method over the estimated lives of the
related products (generally 48 months).

GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible assets consist primarily of goodwill, which represents the excess
of cost over the fair value of assets acquired in business acquisitions
accounted for under the purchase method. All goodwill is amortized on a
straight line basis over an estimated useful life of 15 years. Capitalized
acquisition costs include fees and other expenses incurred in connection with
the Company's acquisition program. As acquisitions are completed, such costs
are included in the Company's total investment to be allocated appropriately.
Other intangible assets consist primarily of deferred loan costs which are
being amortized over the life of the respective loans at rates which
approximate the interest method.

ASSET IMPAIRMENT

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, effective for years beginning after December 15, 1995, requires that long-
lived assets and certain intangibles to be held and used by the Company be
reviewed for impairment. The Company periodically assesses whether there has
been a permanent impairment of its long-lived assets, in accordance with SFAS
No. 121. A write-down of assets due to impairment was required for the eleven
months ended December 31, 1997, in the amount of approximately $7.8 million
(Note 4).

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 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.

RESTRUCTURING COSTS

The Company records the costs of consolidating existing Company facilities
into acquired operations, including the external costs and liabilities to close
redundant Company facilities and severance and relocation costs related to the
Company's employees in accordance with Emerging Issues Task Force ("EITF")
Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in
Restructuring).

F-20
<PAGE>

INFOCURE CORPORATION

The Company has adopted the provisions of SFAS No. 128, Earnings Per Share,
which is effective for fiscal years ending after December 15, 1997. Basic
earnings per share for the eleven months ended December 31, 1997 is calculated
based upon the weighted average number of common shares outstanding during the
period. Diluted earnings per share includes the dilutive effect of common stock
equivalents. Earnings per share (EPS) for the years ended January 31, 1997 and
1996 has not been presented as it is not considered meaningful due to the
acquisitions of the Founding Businesses and the Company's initial public
offering in conjunction with the formation of the Company during the period
ended December 31, 1997.

Weighted average number of shares outstanding used in computing basic EPS for
the eleven months ended December 31, 1997, were 4,880,455. The impact of the
assumed exercise of the Company's stock options and warrants would have been
antidilutive for the eleven months ended December 31, 1997 and, therefore,
diluted EPS data have not been presented. Weighted average number of shares
outstanding used in computing basic EPS for the nine months ended October 31,
1997, were 4,574,330. Weighted average number of shares outstanding used in
computing diluted EPS for the nine months ended October 31, 1997, were
4,969,924 including common stock equivalents of 395,594 shares assuming the
exercise of the Company's options and warrants. Weighted average number of
shares outstanding used in computing basic EPS for the nine months ended
September 30, 1998, were 6,586,152. Weighted average number of shares
outstanding used in computing diluted EPS for the nine months ended September
30, 1998, were 8,305,902 including common stock equivalents of 891,648 shares
assuming the exercise of the Company's options and warrants and the effect of
851,852 shares issuable assuming the conversion of the Company's convertible
preferred stock into Common Stock.

INTERIM FINANCIAL STATEMENTS

In the opinion of management, the accompanying interim financial statements
contain all adjustments (consisting of normal recurring accruals) necessary to
present fairly the Company's financial position at September 30, 1998 and its
results of operations and its cash flows for the nine months ended October 31,
1997 and September 30, 1998. The results of operations and cash flows for the
interim periods are not necessarily indicative of the results to be expected
for the full year.

RECLASSIFICATION

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

NEW ACCOUNTING PRONOUNCEMENTS

SFAS No. 130, Reporting Comprehensive Income, is effective for interim
periods of fiscal years beginning after December 15, 1997. This statement
establishes standards for reporting and display of comprehensive income and its
components in a full set of general-purposes financial statements. This
Statement requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company addressed the requirements of SFAS No. 130
and there was no material impact on the financial statements as a result.

SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information, effective for fiscal years beginning after December 15, 1997,
establishes standards for reporting information about operating segments in
annual financial statements and interim financial reports issued to
shareholders. Generally, certain financial information is required to be
reported on the basis that is used internally for evaluating performance of and
allocation of resources to operating segments. The Company has not yet
determined to what extent the standard will impact its current practice of
reporting operating segment information.

F-21

<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS
ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)

SOP 97-2, Software Revenue Recognition, issued by the American Institute of
Certified Public Accountants, is effective for fiscal years beginning after
December 15, 1997. This Statement provides guidance on applying generally
accepted accounting principles in recognizing revenue on software transactions
and establishes certain criteria for revenue recognition. The Company addressed
the revenue recognition criteria stated in the pronouncement and there was no
material impact on the financial statements as a result.

SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,
is effective for all fiscal quarters of fiscal years beginning after June 15,
1999. SFAS No. 133 requires companies to recognize all derivatives contracts as
either assets or liabilities in the balance sheet and to measure them at fair
value. If certain conditions are met, a derivative may be specifically
designated as a hedge, the objective of which is to match the timing of gain or
loss recognition on the hedging derivative with the recognition of (i) the
changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk or (ii) the earnings effect of the hedged
forecasted transaction. For a derivative not designated as a hedging
instrument, the gain or loss is recognized in income in the period of change.

Historically, the Company has not entered into derivatives contracts either
to hedge existing risks or for speculative purposes. Accordingly, the Company
does not expect adoption of the new standard on January 1, 2000, to affect its
financial statements.

3. BUSINESS COMBINATIONS

In December 1996, AMC, the predecessor to the Company, acquired certain
assets and assumed certain liabilities of HCD (formerly a division of
InfoSystems of North Carolina, Inc. ("ISI")). Aggregate consideration was $1.7
million comprised of $150,000 cash and a $1.55 million note payable to ISI.

As described in Note 1, the Company, in conjunction with the July 10, 1997
closing of its initial public offering, acquired the six Founding Companies.
The Recent Acquisitions, also described in Note 1, included POLCI, CCI and
SoftEasy, acquired with effect from October 1, 1997; PACE, acquired with effect
from November 1, 1997; and OPMS, acquired with effect from December 1, 1997.
Additionally, the Recent Acquisitions described in Note 1 also included the
fiscal 1998 acquisitions of MSI and MDI, acquired with effect from January 1,
1998.

Also described in Note 1, in fiscal 1998, the Company acquired RADMAN. This
acquisition was accounted for as a pooling of interests, and, accordingly, the
accompanying consolidated financial statements include the financial position,
results of operations and cash flows of RADMAN for all periods.

All of the companies acquired have long-term marketing rights to and/or
ownership of licensed software in various segments of the healthcare industry.
Except for the RADMAN acquisition, all of the acquisitions of the Company and
its predecessor have been accounted for under the purchase method of accounting
and the acquired companies' results of operations from the respective
acquisition dates are included in the accompanying consolidated financial
statements.

F-22
<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS ENDED
OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)

The separate results of operations of InfoCure and RADMAN for the periods
presented follow. The amounts for the year ended January 31, 1996 and 1997 are
for AMC (InfoCure's predecessor).

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ELEVEN MONTHS ENDED
---------------------- ENDED SEPTEMBER
JANUARY JANUARY DECEMBER 31, 30,
31, 1996 31, 1997 1997 1998
---------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
Revenue
InfoCure..................... $2,412,734 $2,494,563 $15,755,072 $35,298,002
RADMAN....................... 3,659,496 3,856,730 2,519,361 3,258,595
---------- ---------- ----------- -----------
$6,072,230 $6,351,293 $18,274,433 $38,556,597
========== ========== =========== ===========
Net income (loss)
InfoCure..................... $ (180,196) $ 254,094 $(8,569,498) $ 1,347,606
RADMAN....................... (313,456) 31,954 (161,590) 417,036
---------- ---------- ----------- -----------
$ (493,652) $ 286,048 $(8,731,088) $ 1,764,642
========== ========== =========== ===========
</TABLE>

The following unaudited pro forma information presents the consolidated
results of operations of the Company as if the acquisitions had occurred as of
February 1, 1996. The pro forma information is not necessarily indicative of
what would have occurred had the acquisitions been made as of February 1, 1996,
nor is it indicative of future results of operations. The pro forma amounts
give effect to appropriate adjustments for the fair value of the assets
acquired, reductions in personnel costs and other operating expenses not
assumed as part of the acquisitions, amortization of intangibles, interest
expense and income taxes.

<TABLE>
<CAPTION>
ELEVEN MONTHS NINE MONTHS
YEAR ENDED ENDED ENDED
JANUARY 31, DECEMBER 31, OCTOBER 31,
PRO FORMA AMOUNTS 1997 1997 1997
----------------- ----------- ------------- -----------
(000'S OF DOLLARS, EXCEPT SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C>
Revenue.................................. $48,589 $43,085 $35,252
Net income (loss)........................ 1,499 (7,495) 1,604
Earnings (loss) per share--basic......... (1.53) .24
Earnings (loss) per share--diluted....... (1.53) .20
</TABLE>

The pro forma amounts for net income and earnings per share for the eleven
months ended December 31, 1997 include the impact of asset impairment and
restructuring charges as described in Note 4. Pro forma earnings per share for
the year ended January 31, 1997 are not considered meaningful and have not been
presented.

F-23
<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS
ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)

The following tables summarize the fair values of the assets acquired,
liabilities assumed and consideration given in connection with the foregoing
acquisitions accounted for as purchases:

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ELEVEN MONTHS ENDED
JANUARY ENDED SEPTEMBER
31, DECEMBER 31, 30,
1997 1997 1998
---------- ------------- -----------
<S> <C> <C> <C>
Accounts receivable..................... $ 154,358 $ 3,218,513 $ 1,198,744
Property and equipment.................. 60,000 1,216,574 919,251
Goodwill................................ 1,926,717 21,644,540 22,275,889
Capitalized software.................... -- 1,717,956 420,082
Other assets............................ 8,902 1,321,316 627,975
Deferred revenue........................ (432,324) (2,690,051) (1,987,456)
Accounts payable........................ (14,305) (933,630) (92,928)
Notes payable........................... -- (1,650,173) --
Other liabilities....................... (3,348) (2,744,090) (268,361)
---------- ----------- -----------
Net assets acquired..................... $1,700,000 $21,100,955 $23,093,196
========== =========== ===========
</TABLE>

These acquisitions were funded as follows:

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ELEVEN MONTHS ENDED
JANUARY ENDED SEPTEMBER
31, DECEMBER 31 30,
1997 1997 1998
---------- ------------- -----------
<S> <C> <C> <C>
Common stock.............................. $ -- $ 5,569,111 $ 4,159,276
Note payable and other payables........... 1,550,000 6,991,323 825,913
Cash...................................... 150,000 8,540,521 18,108,007
---------- ----------- -----------
Total consideration....................... $1,700,000 $21,100,955 $23,093,196
========== =========== ===========
</TABLE>

In addition to the foregoing consideration, various of the purchase
acquisition agreements provided for additional purchase consideration based on
attaining certain revenue or operating income goals. The additional
consideration will be accounted for as compensation expense if and to the
extent earned. Maximum contingent consideration payable with respect to the
Founding Companies originally aggregated $4.7 million. As more fully described
in Note 4, the Company's restructuring plans affect certain of the acquired
companies such that portions of the contingent consideration related thereto
was deemed earned and payable as of December 31, 1997. Accordingly,
approximately $2.5 million of such consideration is included as part of the
Company's restructuring costs for the eleven months ended December 31, 1997, in
settlement of estimated contingent consideration obligations related to the
affected companies. In the nine months ended September 30, 1998, the Company
finalized negotiations with respect to contingent consideration for one
affected company. As a result the Company agreed to an additional $750,000 of
purchase consideration which is included in its restructuring costs for the
nine months ended September 30, 1998.

Maximum contingent consideration payable with respect to the Recent
Acquisitions completed in 1998 aggregates $12.4 million. Total remaining
contingent consideration payable at September 30, 1998 is approximately $12.0
million.

F-24
<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE
NINE MONTHS ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)

4. IMPAIRMENT OF ASSETS AND RESTRUCTURING COSTS

Effective December 1, 1997, the Company determined to restructure through a
plan to consolidate existing facilities and acquired operations. This
restructuring plan enables the Company to more effectively leverage its present
and planned acquisitions, streamline its offering of products and services and
respond more effectively to changing market conditions. In connection
therewith, management also reevaluated the Company's investment in goodwill and
capitalized software in light of current market conditions and the
restructuring plan. Management determined that based on current market
conditions and an analysis of projected undiscounted future cash flows
calculated in accordance with the provisions of SFAS 121, the carrying amount
of certain long-lived assets, principally of Rovak and DR Software, may not be
recoverable. The resultant impairment of long-lived assets due principally to
the impact of the Company's new acquisitions (Note 3) and changing technology,
has necessitated a write-down of approximately $7.8 million as follows: (i)
$3.5 million and $2.8 million of goodwill representing the excess of cost over
net assets of the acquisition of Rovak and DR Software, respectively, acquired
in July 1997 and (ii) $1.5 million of capitalized software related to products
whose future utility is diminished based on market conditions. The estimated
fair values of these long-lived assets have been determined by calculating the
present value of estimated expected future cash flows using a discount rate
commensurate with the risks involved.

In connection with effecting the consolidation and restructuring, the Company
has also recorded costs and accrued liabilities to close redundant facilities,
cancel leases and other executory contracts and recognize contingent
consideration earned or deemed as payable under terms of certain acquisition
agreements for acquired companies affected by the consolidation and
restructuring.

The restructuring plan, which was completed in the second quarter of 1998,
also included termination of certain redundant staff positions. Details of this
element of the restructuring plan were finalized and communicated in the first
quarter of 1998. Accordingly, compensation costs, including severance and other
termination benefits, and other future costs related to the restructuring of
$1.1 million, were recognized in the first quarter of 1998 in accordance with
EITF No. 94-3.

Asset impairment and restructuring costs for the eleven months ended December
31, 1997 and the nine months ended September 30, 1998, are as follows:

<TABLE>
<CAPTION>
ELEVEN MONTHS NINE MONTHS
ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
COST RELATED TO 1997 1998
--------------- ------------- -------------
<S> <C> <C>
Write-off of goodwill.............................. $ 6,360,063 $ --
Write-off of capitalized software development
costs............................................. 1,460,943 --
Facility closure and consolidation................. 460,808 --
Compensation costs for severance and other
termination benefits.............................. -- 1,124,032
"Earn-out" compensation for contingent
consideration earned or deemed payable to former
stockholders of entities affected by the
consolidation and restructuring................... 2,558,169 750,000
Other asset write-downs and costs.................. 296,044 --
----------- ----------
Total asset impairment and restructuring costs..... $11,136,027 $1,874,032
=========== ==========
</TABLE>

F-25
<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE
NINE MONTHS ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)

5. PROPERTY AND EQUIPMENT

Major classes of property and equipment consisted of the following:

<TABLE>
<CAPTION>
ESTIMATED JANUARY
USEFUL LIVES 31, DECEMBER 31, SEPTEMBER 30,
(YEARS) 1997 1997 1998
------------ ---------- ------------ -------------
<S> <C> <C> <C> <C>
Office and computer
equipment................. 3-5 $ 982,526 $2,017,013 $4,120,931
Furniture and fixtures..... 5-7 316,681 492,414 582,498
Equipment under capital
lease obligations......... 3-5 -- 161,732 1,201,411
Leasehold improvements..... 3-5 -- 76,029 --
---------- ---------- ----------
1,299,207 2,747,188 5,904,840
Less accumulated
depreciation.............. 1,086,864 1,217,871 1,554,086
---------- ---------- ----------
$ 212,343 $1,529,317 $4,350,754
========== ========== ==========
</TABLE>

Depreciation expense was approximately $75,000, $78,000, $231,000 and
$577,000 for the years ended January 31, 1996 and 1997, the eleven months ended
December 31, 1997 and the nine months ended September 30, 1998, respectively.
In connection with the restructuring plan described in Note 4, the Company will
dispose of property and equipment, primarily office and computer equipment,
with a net book value of approximately $155,000. Accrued restructuring costs
include provision for the anticipated loss on this disposal.

6. OTHER INTANGIBLE ASSETS

Other intangible assets consisted of:

<TABLE>
<CAPTION>
JANUARY
31, DECEMBER 31, SEPTEMBER 30,
1997 1997 1998
---------- ------------ -------------
<S> <C> <C> <C>
Capitalized software development costs.. $1,408,245 $ 859,877 $1,228,233
Loan costs.............................. -- 299,879 606,578
Capitalized costs of future
acquisitions........................... 521,871 611,880 --
Other................................... 84,874 -- 33,724
---------- ---------- ----------
2,014,990 1,771,636 1,868,535
Less accumulated amortization........... 1,190,198 645,861 147,302
---------- ---------- ----------
$ 824,792 $1,125,775 $1,721,233
========== ========== ==========
</TABLE>

As described in Note 4, approximately $1.5 million of capitalized software
was written-off during the eleven month period ended December 31, 1997.
Amortization of capitalized software charged to operations was approximately
$128,000, $101,000, $331,000 and $168,000 for the years ended January 31, 1996
and 1997, the eleven months ended December 31, 1997, and the nine months ended
September 30, 1998, respectively.

F-26
<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS
ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)

7. ACCRUED EXPENSE

Accrued expense consisted of the following:

<TABLE>
<CAPTION>
JANUARY 31, DECEMBER 31, SEPTEMBER 30,
1997 1997 1998
----------- ------------ -------------
<S> <C> <C> <C>
Compensation............................. $144,477 $ 645,549 $ 909,780
Professional fees........................ 30,000 169,000 446,985
Income taxes payable..................... -- -- 709,981
Interest................................. 75,182 85,174 254,235
Taxes, other than income................. 97,461 55,979 134,895
Accrued stock repurchase................. 65,000 -- --
Other.................................... 21,615 258,484 698,292
-------- ---------- ----------
$433,735 $1,214,186 $3,154,168
======== ========== ==========
</TABLE>

8. NOTES PAYABLE

Notes payable consisted of the following:

<TABLE>
<CAPTION>
JANUARY SEPTEMBER
31, DECEMBER 31, 30,
1997 1997 1998
---------- ------------ -----------
<S> <C> <C> <C>
Note payable, FINOVA Capital Corporation
("FINOVA") (1)............................ $ -- $7,188,095 $27,605,742
Note payable, remainder of purchase price
for acquisitions (2)...................... -- 1,207,132 603,566
Notes payable to stockholders; interest
varies between 7% and 10%; maturing at
various dates through 2001................ 428,546 618,328 474,480
Notes paid in 1997......................... 831,599 -- --
Other...................................... 389,981 336,583 1,451,459
---------- ---------- -----------
1,650,126 9,350,138 30,135,247
Less current portion....................... 384,834 2,061,393 2,766,096
---------- ---------- -----------
$1,265,292 $7,288,745 $27,369,151
========== ========== ===========
</TABLE>
- --------
(1) At December 31, 1997, the Company had a $10 million credit facility with
FINOVA for the purpose of funding its acquisition program and for working
capital. The credit line is collateralized by substantially all of the
Company's assets and the accounts receivable, cash flows and assets of
future acquisition companies. This facility has a five-year term and bears
interest at an annual rate of prime plus 1.25% to 2%, depending on the
Company achieving certain debt service ratios. At December 31, 1997 and
September 30, 1998, the rate was 10.5% per annum. In February 1998, the
available credit under this facility was increased to $30 million and, in
October 1998, the available credit under this facility was increased to $70
million. In connection with this increase, the Company agreed to pay fees
and costs of approximately $2.5 million and issued warrants to the lender
to acquire 225,000 shares of common stock.

(2) The note payable for the remainder of the purchase price for a certain
acquisition is due in two installments: $603,566 was due and paid on
January 1, 1998 and the remainder is due October 1, 2000. The interest rate
is 6% per annum. The remainder is convertible, upon the closing of a public
offering of the Company's Common Stock (Note 14), into shares of the
Company's Common Stock at a conversion price per share of $6.88 if the
conversion takes place in the first year after the closing, $7.59 per share
if the conversion occurs in the second year after closing and $8.25 per
share if the conversion occurs in the third year after closing.

F-27
<PAGE>

INFOCURE CORPORATION

<TABLE>
<CAPTION>
YEAR AMOUNT
---- -----------
<S> <C>
1999.......................................................... $ 2,766,096
2000.......................................................... 6,885,616
2001.......................................................... 7,565,101
2002.......................................................... 7,049,302
2003.......................................................... 5,869,132
-----------
Total....................................................... $30,135,247
===========
</TABLE>

9. OTHER LIABILITIES

At December 31, 1997, other liabilities consists primarily of approximately
$6.3 million representing the balance payable in connection with the
acquisition of PACE effective November 1, 1997. This amount was paid in the
first quarter of 1998. At January 31, 1997, the Company had a note payable to
ISI in the approximate amount of $1.5 million relating to the purchase of HCD.
In connection with the Company's Offering, this note was paid in full by the
issuance of approximately 181,000 shares of Common Stock with a fair value of
approximately $1,000,000 and the balance in cash.

10. COMMITMENTS

OPERATING LEASES

The Company leases its office facilities and certain equipment under
operating leases having terms ranging from one to five years.

Future minimum rentals, by year and in the aggregate, under noncancellable
operating leases with remaining term of more than one year are as follows:

<TABLE>
<CAPTION>
YEAR AMOUNT
---- ----------
<S> <C>
1998.............................................................. $ 519,614
1999.............................................................. 421,895
2000.............................................................. 258,317
2001.............................................................. 298,342
2002.............................................................. 258,164
----------
Total............................................................. $1,756,332
==========
</TABLE>

Rent expense was approximately $101,000, $140,000, $468,000 and $731,000 for
the years ended January 31, 1996 and 1997, the eleven months ended December 31,
1997, and the nine months ended September 30, 1998, respectively.

EMPLOYEE BENEFIT PLAN

In January 1998, the Company implemented a qualified 401(k) savings plan
("the Plan") covering all employees meeting certain age and years of service
eligibility 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 may also provide profit-sharing contributions at its
sole discretion. Employees become fully vested in any employer contributions
after five years of service.

F-28

<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS
ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)

During the eleven months ended December 31, 1997, the companies comprising
the Founding Companies and the Recent Acquisitions had separate benefit plans
for employee retirement. As of January 31, 1998, all previous plans were rolled
into the newly adopted plan. Contributions to employee benefit plans for the
years ended January 31, 1996 and 1997, the eleven months ended December 31,
1997, and the nine months ended September 30, 1998, were $0, $0, $34,000, and
$332,000, respectively.

11. STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)

COMMON STOCK

In connection with the formation of the Company and concurrent with
completion of its initial public offering, all of the approximately 52 million
outstanding shares of AMC common stock were converted into approximately 3
million shares of the Company's Common Stock. The Company had 15,000,000 shares
of $.001 par value Common Stock and 2,000,000 shares of $.001 par value
Preferred Stock authorized at December 31, 1997. Shares of Common Stock issued
and outstanding were 6,236,942 and 7,275,813, respectively, at December 31,
1997 and September 30, 1998.

CONVERTIBLE REDEEMABLE PREFERRED STOCK

In February 1998, the Company completed the sale of 850,060 shares of its
Convertible Redeemable Preferred Stock in a private placement for approximately
$8.5 million which netted the Company $7.8 million after commissions and
offering expenses. These proceeds were used primarily for funding future
acquisitions and related expenses.

The Preferred Stock is not currently entitled to any set level of dividends;
however, in the event the Company should pay any dividend or make any other
distribution in respect of its Common Stock, a dividend in a like amount must
be paid in respect to the Preferred Stock based on the number of shares of
Common Stock into which the Preferred Stock could then be converted.

Shares of the Convertible Redeemable Preferred Stock are immediately
convertible into shares of Common Stock. Until February 6, 1999, the shares can
be converted into that number of Common Stock shares determined by dividing the
initial price of $10.00 per share by a conversion price of $8.50 (the market
price at the date of the Preferred Stock issue). On February 6, 1999, the
conversion price will be reset for the lesser of $8.50 per share or the
trailing 30-day average closing price of the Common Stock, subject to a minimum
of $6.75 per share. All unconverted shares of Preferred Stock will be redeemed
by the Company for $10 per share plus accumulated and unpaid dividends in
February 2003.

The holders of Preferred Stock are entitled to vote together as a single
class with the holders of Common Stock on all matters submitted to a vote of
stockholders, except to the extent a separate class vote is required. The
holders of Preferred Stock have one vote for each share of Common Stock that
could then be acquired on conversion of their Preferred Stock.

Upon any dissolution, liquidation or winding-up of the Company, before any
payments are made to any holders of Common Stock or any other class or series
the Company's capital stock then outstanding, the holders of Preferred Stock
are entitled to receive an amount equal to $10.00 per share of Preferred Stock
or, in the event the holders of Common Stock would be entitled to a greater
payment, the holders of Preferred Stock are entitled to participate equally
with the holders of Common Stock, on an as-converted basis, in such liquidating
distribution.

The Preferred Stock is not entitled to cumulative voting and has no
preemptive rights. There is no sinking fund in respect of the Preferred Stock.

In connection with the immediate conversion feature the Company recognized
$800,000 as an accretive dividend attributable to the Preferred Stock issuance
including commissions and the estimated value of warrants granted to the
placement agent.

F-29
<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS
ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)

STOCK COMPENSATION PLANS

The Company has stock option plans that provide for the granting of incentive
and non-qualified options to purchase the Company's common stock to selected
officers, other key employees, directors, and consultants. These plans include
the InfoCure Corporation 1996 Stock Option Plan, the InfoCure Corporation
Length-of-Service Nonqualified Stock Option Plan, and the InfoCure Corporation
Directors Stock Option Plan. The Company also assumed the stock options of AMC,
its predecessor, which were outstanding at July 10, 1997. Such options were
converted at the same rate used in connection with the conversion of AMC's
common stock.

Under the InfoCure Corporation 1996 Stock Option Plan, 800,000 shares of
common stock of the Company were reserved for option grants to directors,
officers, other key employees, and consultants. All options under this plan
were granted during the 11-month period ending December 31, 1997. Employees of
the Company may be granted Incentive Stock Options (ISOs) within the dollar
limitations under Section 422(d) of the Internal Revenue Code. The exercise
price of all ISOs shall not be less than the fair market value of the Company's
stock as of the option grant date (110% of such value for 10% shareholders).
Options granted to directors and consultants must be nonqualified stock
options. Options vest ratably over the four year period beginning on the grant
date.

Under the InfoCure Corporation Length-of-Service Nonqualified Stock Option
Plan, 150,000 shares of Common Stock of the Company were reserved for issuance
to employees of the Company. Approximately 49,000 shares are available for
grant under this plan after September 30, 1998. Employees are granted
nonqualified stock options based on years of service with the Company and are
fully vested four years from the grant date. The exercise price of options
issued pursuant to this plan shall be no less than the fair market value of the
Company's stock as of the grant date.

Under the InfoCure Corporation Directors Stock Option Plan, 100,000 shares of
Common Stock of the Company were reserved for issuance as nonqualified stock
options to Directors of the Company who are not employees of the Company. Upon
appointment to the Board of Directors, a director receives an option grant of
10,000 shares and may receive an additional option grant of 2,500 shares on
each anniversary date. One-half of the options granted pursuant to this plan
vests after one year of service following the grant date and the other one-half
vests after two years of service following the grant date.

In 1998, the Company implemented the InfoCure Employee Stock Purchase Plan.
This plan allows employees of the Company to purchase common stock through
payroll deductions for 85% of fair market value. As of September 30, 1998,
there are 80,000 shares of Common stock reserved for issuance under this plan.

In 1998, the Company granted a bonus to three officers of the Company
aggregating 95,000 shares of restricted stock. The officers vest in these
restricted shares ratably over ten years from the date of the award. Under the
terms of the agreement, 50% of shares not vested will automatically vest upon
the Company's stock having an average closing price of $25 per share over a 20-
day period. The remainder of shares not vested will automatically vest upon the
Company's stock having an average closing price of $40 per share over a 20-day
period.

In October 1995, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 123, Accounting for Stock-Based Compensation, effective for InfoCure
beginning February 1, 1996. SFAS No. 123 defines a "fair value method" of
accounting for employee stock options. It also allows accounting for such
options under the "intrinsic value method" in accordance with Accounting
Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to
Employees and related interpretations. If a company elects to use the intrinsic
value method, then pro forma disclosures of earnings and earnings per share are
required as if the fair value method of accounting was applied. The effects of
applying SFAS No. 123 in the pro forma disclosures are not necessarily
indicative of future amounts because the pro forma disclosures do not take into
account the

F-30
<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS
ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)
amortization of the fair value of awards prior to 1995. Additionally, InfoCure
is expected to grant additional awards in future years.

The Company has elected to account for its stock options under the intrinsic
value method as outlined in APB No. 25. The fair value method requires use of
option valuation models, such as the Black-Scholes option valuation model, to
value employee stock options, upon which a compensation expense is based. The
Black-Scholes option valuation model was not developed for use in valuing
employee stock options. Instead, this model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because InfoCure's stock options have characteristics significantly different
from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, it is management's
opinion that the existing models do not necessarily provide a reliable measure
of the fair value of its employee stock options. Under the intrinsic value
method, compensation expense is only recognized if the exercise price of the
employee stock option is less than the market price of the underlying stock on
the date of grant.

In accordance with SFAS No. 123, the fair value for the Company's employee
stock options was estimated at the date of grant using the Black-Scholes option
pricing model with the following weighted average assumptions the year ended
January 31, 1997 for the eleven month-period ended December 31, 1997 and the
nine months ended September 30, 1998.

<TABLE>
<CAPTION>
ELEVEN MONTHS NINE MONTHS
YEAR ENDED ENDED ENDED
JANUARY 31, DECEMBER 31, SEPTEMBER 30,
1997 1997 1998
----------- ------------- -------------
<S> <C> <C> <C>
Risk-free interest rate............ 7.5% 5.7-6.2% 6.0%
Dividend yield..................... 0.0% 0.0% 0.0%
Volatility factor.................. 0.0% 19.7% 30.0%
Weighted average expected life (in
years)............................ 5-10 5 4
</TABLE>

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information, excluding earnings per share for year ended January 31,
1997 which are not considered meaningful, follows:

<TABLE>
<CAPTION>
ELEVEN MONTHS NINE MONTHS
YEAR ENDED ENDED ENDED
JANUARY 31, DECEMBER 31, SEPTEMBER 30,
1997 1997 1998
----------- ------------- -------------
<S> <C> <C> <C>
Net income (loss) available to
common stockholders
As reported..................... $286,048 $(8,731,088) $964,642
Pro forma....................... 46,342 (8,853,622) 469,445
Basic (loss) earnings per share
As reported..................... $ (1.79) $ 0.15
Pro forma....................... (1.81) 0.07
Diluted (loss) earnings per share
As reported..................... (1.79) 0.12
Pro forma....................... (1.81) 0.06
</TABLE>

F-31

<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS
ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)

A summary of stock option activity, and related information for the years
ended January 31, 1996 and 1997, the eleven months ended December 31, 1997, and
the nine months ended September 30, 1998 follows:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE
OPTIONS PRICE
--------- --------
<S> <C> <C>
Outstanding at February 1, 1995.......................... 238,640 $12.78
Granted................................................ -- --
Exercised.............................................. -- --
Forfeited or canceled.................................. -- --
---------
Outstanding at February 1, 1996.......................... 238,640 12.78
Granted................................................ 138,710 4.05
Exercised.............................................. (29,830) 0.02
Forfeited or canceled.................................. (178,980) 16.76
---------
Outstanding at January 31, 1997.......................... 168,540 3.63
Granted................................................ 985,471 4.23
Exercised.............................................. -- --
Forfeited or canceled.................................. (2,983) 1.67
---------
Outstanding at December 31, 1997......................... 1,151,028 4.15
Granted................................................ 497,225 10.51
Exercised.............................................. (1,869) 4.16
Forfeited or canceled.................................. (219,431) 6.59
---------
Outstanding at September 30, 1998........................ 1,426,953 7.27
Options exercisable at January 31, 1997.................. 36,542 $ 1.74
Options exercisable at December 31, 1997................. 68,236 $ 2.91
Options exercisable at September 30, 1998................ 295,632 $ 4.13
</TABLE>

The weighted average fair value of options granted for the year ended January
31, 1997, the 11-month period ended December 31, 1997, and the nine-month
period ended September 30, 1998, were $0.11, $1.34 and $2.74, respectively.

RESTRICTED STOCK AWARD

In 1998, the Board approved a restricted Stock award aggregating 95,000
shares as part of an incentive compensation package to three executives. The
fair value of this award at the grant date, approximately $1.1 million, is
deferred compensation amortizable over its ten year vesting period; however,
the vesting can be accelerated upon the occurrence of certain events. It is
anticipated that approximately $500,000 will vest in the first quarter of 1999
and it is possible that the remaining portion will also vest during the first
quarter 1999.

WARRANTS

In 1997, the Company issued to an investment advisory firm a warrant to
acquire 110,000 shares of Common Stock at $5.50 per share. This warrant was in
lieu of approximately $330,000 payable to the investment advisory firm
principally for services in connection with the Company's acquisition program.
An executive/director is associated with this investment advisory firm.

F-32
<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS
ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)

In July 1997, the Company granted to the underwriter of its initial public
offering warrants to acquire up to an aggregate of 140,000 shares of the
Company's Common Stock at an exercise price of $6.60 per share. These warrants
were exercisable commencing July 1998 and expire in 2002.

In connection with the acquisition of PACE, the Company issued to the former
owners of PACE warrants to acquire 186,000 shares of the Company's Common Stock
at an exercise price of $9.13 per share. These warrants have a ten-year term.

In connection with the Convertible Redeemable Preferred Stock private
placement in February 1998, the Company granted to the placement agent a ten-
year warrant to acquire 100,000 shares of the Company's Common Stock at an
exercise price of $9.00 per share. The $219,000 estimated value of this warrant
was recorded as part of the accretive dividend attributed to the preferred
stockholders.

In connection with its acquisition of KComp, the Company assumed certain
deferred compensation obligations of KComp. In connection therewith, the
Company granted to the beneficiaries of these deferred compensation
arrangements the right to acquire an aggregate of approximately 38,000 shares
of the Company's Common Stock at an exercise price of $6.60. None of the
foregoing warrants have been exercised.

In connection with a private placement arrangement with an institutional
investor, the Company granted a warrant to acquire 100,000 shares of the
Company's Common Stock at $23.00 per share. This warrant has a five-year term
and is immediately exercisable.

12. INCOME TAXES

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

<TABLE>
<CAPTION>
YEAR ENDED ELEVEN MONTHS NINE MONTHS
----------------------- ENDED ENDED
JANUARY 31, JANUARY 31, DECEMBER 31, SEPTEMBER 30,
1996 1997 1997 1998
----------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Current:
Federal................. $ 2,216 $ 696 $ 38,849 $ 928,793
State................... 390 120 7,000 163,900
--------- --------- ----------- ----------
Total current............. 2,606 816 45,849 1,092,693
--------- --------- ----------- ----------
Deferred:
Federal................. (256,366) (168,146) (1,406,741) 651,745
State................... (45,240) (29,670) (248,250) 115,300
--------- --------- ----------- ----------
Total deferred............ (301,606) (197,816) (1,654,991) 767,045
--------- --------- ----------- ----------
Change in deferred tax
asset valuation
allowance................ 72,000 (671,000) 285,000 (285,000)
--------- --------- ----------- ----------
Net income tax (benefit)
expense.................. $(227,000) $(868,000) $(1,324,142) $1,574,738
========= ========= =========== ==========
</TABLE>

F-33
<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS
ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)

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>
JANUARY
31, DECEMBER 31 SEPTEMBER 30,
1997 1997 1998
---------- ----------- -------------
<S> <C> <C> <C>
Current:
Deferred tax asset
Allowance for doubtful accounts... $ 14,000 $ 97,000 $ 104,000
Deferred revenue.................. 230,000 299,000 379,000
Customer deposits................. 293,000 318,000 202,000
Accrued restructuring costs....... -- 309,000 416,000
Credit carryforwards.............. -- 60,000 --
Accrued expense................... 11,000 154,000 207,000
---------- ---------- ----------
548,000 1,237,000 1,308,000
---------- ---------- ----------
Noncurrent:
Deferred tax asset (liabilities)
Basis difference of capitalized
software costs, property and
equipment and other assets....... (40,000) 1,543,000 1,120,000
Net operating loss carryforwards.. 911,000 648,000 304,000
---------- ---------- ----------
871,000 2,191,000 1,424,000
---------- ---------- ----------
Subtotal.............................. 1,419,000 3,428,000 2,732,000
Valuation allowance................... -- (285,000) --
---------- ---------- ----------
$1,419,000 $3,143,000 $2,732,000
========== ========== ==========
</TABLE>

The Company's effective income tax rate varied from the U.S. federal
statutory rate as follows:

<TABLE>
<CAPTION>
YEAR ENDED ELEVEN MONTHS NINE MONTHS
----------------------- ENDED ENDED
JANUARY 31, JANUARY 31, DECEMBER 31, SEPTEMBER 30,
1996 1997 1997 1998
----------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Expected tax (benefit)
expense................ $(245,000) $(198,000) $(3,419,000) $1,135,000
Increase (decrease) in
income
taxes resulting from:
State income taxes.... (43,000) (35,000) (603,000) 234,000
Nondeductible
goodwill............. -- (14,000) 2,306,000 356,000
Other, net............ (11,000) 50,000 106,858 134,738
Change in deferred tax
asset
valuation allowance.. 72,000 (671,000) 285,000 (285,000)
--------- --------- ----------- ----------
Net income tax (benefit)
expense................ $(227,000) $(868,000) $(1,324,142) $1,574,738
========= ========= =========== ==========
</TABLE>

As of December 31, 1997, the Company and its subsidiaries have net operating
loss carryforwards for federal income tax purposes of approximately $1,700,000
which expire at various dates to 2012. A valuation

F-34
<PAGE>

INFOCURE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1998 AND FOR THE NINE MONTHS
ENDED OCTOBER 31, 1997 AND SEPTEMBER 30, 1998 IS UNAUDITED)
allowance in the amount of $285,000 was recorded relative to uncertainty
regarding the utilization of net operating loss carryforwards of an acquired
subsidiary.

13. SUPPLEMENTAL CASH FLOW INFORMATION

Cash payments for interest amounted to approximately $112,000, $99,000,
$309,000 and $2,097,000, for the years ended January 31, 1996 and 1997, the
eleven months ended December 31, 1997, and the nine months ended September 30,
1998, respectively. The Company made cash payments for income taxes of
approximately $0, $0, $5,000 and $515,000 for the years ended January 31, 1996
and 1997, the eleven months ended December 31, 1997 and the nine months ended
September 30, 1998, respectively.

During the eleven months ended December 31, 1997, the Company issued common
stock with an aggregate fair value of approximately $5.6 million and incurred
notes payable and other liabilities of approximately $7.0 million in connection
with acquisition of the Founding Companies and the Recent Acquisitions. During
the year ended January 31, 1997, the Company acquired certain assets and
assumed certain liabilities of HCD for consideration of a note in the amount of
$1,550,000 and cash of $150,000. (Note 3).

During the year ended January 31, 1997, the Company issued stock and a
warrant with an aggregate value of approximately $190,000 for services rendered
to the Company.

During the nine months ended September 30, 1998, the Company issued common
stock with an aggregate fair value of approximately $4.2 million and incurred
notes payable and other liabilities of approximately $800,000 in connection
with acquisitions completed during the period.

14. SUBSEQUENT EVENTS

In October 1998, the Company purchased substantially all of the assets of the
Healthcare Systems Division ("HSD") of The Reynolds and Reynolds Company. The
purchase price consisted of $36.5 million in cash and $12.0 million in notes
payable given to the seller for aggregate consideration of $48.5 million. The
Company received an increase in the FINOVA credit facility (Note 8) to fund the
cash portion of the purchase price. The notes payable include a $2.0 million
promissory note due February 1999 which bears interest at 12% and a four-year,
convertible promissory note which bears interest per annum at rates commencing
at 8% and increasing each year to a maximum of 14%. The convertible note is
convertible into Common Stock at the Company's option during the first year at
a price based on market value of the Common Stock at the conversion date.

In December 1998, the Company completed the sale of approximately 148,000
shares of common stock in a private placement to an institutional investor for
an aggregate of approximately $2.5 million. On December 28, 1998, the Company
received an additional $2.0 million from this institutional investor in a
transaction that closed on January 21, 1999 involving the sale of approximately
80,000 shares of common stock.

In December 1998, the Company completed its merger with RADMAN, as described
in Note 3.

In January 1999, the Company filed a registration statement to offer to the
public 3 million shares of its Common Stock. The Company intends to use the
proceeds to repay amounts outstanding on the FINOVA credit facility and notes
payable to The Reynolds and Reynolds Company from the purchase of HSD. The
balance of the proceeds will be used for working capital and other general
corporate purposes. In connection with extinguishment of outstanding debt, the
Company will incur debt extinguishment costs of as much as $5.1 million,
representing write off of deferred loan costs, including costs paid after
September 30, 1998.

In January 1999, the Company entered into a definitive agreement, subject to
completion of due diligence, for a business combination with MSM, Inc., a
provider of practice management systems for dermatologists.

F-35

<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors
The Reynolds and Reynolds Company:

We have audited the accompanying balance sheets of the Healthcare Systems
Division ("HSD") of The Reynolds and Reynolds Company ("R&R") as of September
30, 1998 and 1997, and the related statements of operations and deficit in
divisional net assets, and cash flows for each of the three years in the period
ended September 30, 1998. These financial statements are the responsibility of
R&R and HSD'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, such financial statements present fairly, in all material
respects, the financial position of HSD at September 30, 1998 and 1997, and the
results of its operations and its cash flows for each of the three years in the
period ended September 30, 1998 in conformity with generally accepted
accounting principles.

Deloitte & Touche LLP
Dayton, Ohio
January 15, 1999

F-36
<PAGE>

THE HEALTHCARE SYSTEMS DIVISION OF THE REYNOLDS AND REYNOLDS COMPANY

BALANCE SHEETS
SEPTEMBER 30, 1998 AND 1997 (IN THOUSANDS)

<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents................................ $ 4 $ 74
Accounts receivable (less allowance for doubtful accounts
of $958--1998 and $974--1997)........................... 11,946 11,423
Inventories--finished goods.............................. 1,607 1,836
Prepaid expenses and other assets........................ 566 649
-------- --------
Total current assets................................... 14,123 13,982
-------- --------
PROPERTY, PLANT AND EQUIPMENT:
Leasehold improvements................................... 700 572
Computer and other equipment............................. 5,977 4,871
Furniture and other...................................... 1,881 1,645
Construction in progress................................. 1 90
-------- --------
Total property, plant and equipment.................... 8,559 7,178
Less accumulated depreciation............................ 4,987 3,671
-------- --------
Net property, plant and equipment...................... 3,572 3,507
-------- --------
INTANGIBLE ASSETS:
Goodwill, net............................................ 8,824 9,852
Software licensed to customers, net...................... 5,071 5,997
Other, net............................................... 1,447 3,374
-------- --------
Total intangible assets................................ 15,342 19,223
-------- --------
OTHER ASSETS............................................... 921 2,133
-------- --------
TOTAL ASSETS............................................... $ 33,958 $ 38,845
======== ========
CURRENT LIABILITIES:
Accounts payable:
Trade................................................... $ 2,122 $ 2,340
Other................................................... 1,024 1,727
Accrued liabilities:
Compensation and related items.......................... 2,466 3,033
Other................................................... 1,335 1,543
Deferred revenues........................................ 210 867
-------- --------
Total current liabilities.............................. 7,157 9,510
-------- --------
Other liabilities:
Postretirement medical.................................. 402 222
Pensions................................................ 1,655 1,143
Other................................................... 41 797
-------- --------
Total other liabilities................................ 2,098 2,162
-------- --------
ADVANCES FROM PARENT, NET.................................. 35,789 47,907
-------- --------
DEFICIT IN DIVISIONAL NET ASSETS........................... (11,086) (20,734)
-------- --------
TOTAL LIABILITIES AND DEFICIT IN DIVISIONAL NET ASSETS..... $ 33,958 $ 38,845
======== ========
</TABLE>

See notes to financial statements.

F-37
<PAGE>

THE HEALTHCARE SYSTEMS DIVISION OF THE REYNOLDS AND REYNOLDS COMPANY

STATEMENTS OF OPERATIONS AND DEFICIT IN DIVISIONAL NET ASSETS
YEARS ENDED SEPTEMBER 30, 1998, 1997 AND 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- -------
<S> <C> <C> <C>
NET SALES AND REVENUES:
Products......................................... $ 23,194 $ 22,651 $24,259
Services......................................... 24,874 17,796 16,412
-------- -------- -------
Total net sales and revenues................. 48,068 40,447 40,671
-------- -------- -------
COSTS AND EXPENSES
Cost of sales:
Products....................................... 18,541 18,935 16,701
Services....................................... 14,639 8,917 7,986
-------- -------- -------
Total cost of sales.......................... 33,180 27,852 24,687
-------- -------- -------
Selling, general and administrative expenses..... 32,650 42,815 24,339
Restructuring charge............................. -- 1,427 --
-------- -------- -------
Total costs and expenses..................... 65,830 72,094 49,026
-------- -------- -------
OPERATING LOSS..................................... (17,762) (31,647) (8,355)
-------- -------- -------
OTHER CHARGES (INCOME):
Interest expense................................. 1 3 1
Interest income.................................. (51) (49) (16)
Other............................................ (23) (20) 7
-------- -------- -------
Total other income........................... (73) (66) (8)
-------- -------- -------
LOSS BEFORE INCOME TAX BENEFIT..................... (17,689) (31,581) (8,347)
INCOME TAX BENEFIT................................. (6,603) (10,847) (2,900)
-------- -------- -------
NET LOSS........................................... (11,086) (20,734) (5,447)
DEFICIT IN DIVISIONAL NET ASSETS:
Beginning of period.............................. (20,734) (5,447) (2,458)
Advance from parent.............................. 20,734 5,447 2,458
-------- -------- -------
End of period.................................... $(11,086) $(20,734) $(5,447)
======== ======== =======
</TABLE>

See notes to financial statements.

F-38
<PAGE>

THE HEALTHCARE SYSTEMS DIVISION OF THE REYNOLDS AND REYNOLDS COMPANY

STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1998, 1997 AND 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- -------
<S> <C> <C> <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING
ACTIVITIES:
Net loss......................................... $(11,086) $(20,734) $(5,447)
Adjustments to reconcile net loss to net cash
used in operating activities:
Purchased in-process research and development
costs.......................................... 11,000
Depreciation and amortization................... 7,095 5,587 3,387
Loss on sales of assets......................... 138 4
Changes in operating assets and liabilities, net
of assets acquired:
Accounts receivable............................. (523) 686 (2,998)
Inventories..................................... 229 (526) 247
Prepaid expenses, intangible and other assets... 1,340 379 (258)
Accounts payable................................ (921) 194 1,485
Accrued and other liabilities................... (1,917) (1,083) 675
-------- -------- -------
Net cash used in operating activities.......... (5,783) (4,359) (2,905)
-------- -------- -------
CASH FLOWS PROVIDED BY (USED IN) INVESTING
ACTIVITIES:
Business combinations, net of cash acquired...... (494) (17,524)
Capital expenditures............................. (1,425) (1,244) (2,478)
Net proceeds from sales of assets................ 34 19 622
Capitalization of software licensed to
customers....................................... (1,018) (1,065) (888)
-------- -------- -------
Net cash used in investing activities.......... (2,903) (19,814) (2,744)
-------- -------- -------
CASH FLOWS PROVIDED BY (USED IN) FINANCING
ACTIVITIES:
Advances from parent, net........................ 8,616 26,015 5,349
Principal payment on debt........................ (1,769) (10)
-------- -------- -------
Net cash provided by financing activities...... 8,616 24,246 5,339
-------- -------- -------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS....... (70) 73 (310)
CASH AND EQUIVALENTS--Beginning of year........... 74 1 311
-------- -------- -------
CASH AND EQUIVALENTS--End of year................. $ 4 $ 74 $ 1
======== ======== =======
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTION -
Advance from parent.............................. $ 20,734 $ 5,447 $ 2,458
======== ======== =======
</TABLE>

See notes to financial statements.

F-39
<PAGE>

THE HEALTHCARE SYSTEMS DIVISION OF THE REYNOLDS AND REYNOLDS COMPANY

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1998, 1997 AND 1996
(IN THOUSANDS)

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business--The financial statements include the accounts of the
Healthcare Systems Division ("HSD" or the "Division") of The Reynolds and
Reynolds Company ("R&R"). HSD sells computer systems including both hardware
and software to a wide range of entities that operate in the healthcare
industry. HSD also receives service revenue from hardware and software
maintenance as well as training and installation services.

Because HSD is operated as a segment of R&R, these financial statements may
not necessarily be representative of results that would have been attained if
HSD had operated as a separate entity.

Use of Estimates--The financial statements are prepared in conformity with
generally accepted accounting principles and include amounts based on
management's best estimates and judgments. The use of estimates and judgments
may affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.

Cash and Cash Equivalents--For purposes of reporting cash flows, cash and
cash equivalents includes cash on hand, cash deposits and investments with
maturities of three months or less at the time of purchase. The carrying amount
of these short-term investments approximates fair value.

Concentrations of Credit Risk--The Company is a leading provider of
information management systems to entities in the healthcare industry. A
significant portion of accounts receivable are due from such entities.

Inventories--Inventories, which consist primarily of computer equipment, are
stated at the lower of cost or market. Cost is determined by specific
identification. Market is based on net realizable value.

Property, Plant and Equipment--Property, plant and equipment are stated at
cost. Depreciation and amortization are provided over the estimated useful
service lives of the assets or asset groups, principally on the straight-line
method for financial reporting purposes. Estimated asset lives are:

<TABLE>
<CAPTION>
YEARS
------
<S> <C>
Lease improvements.................................................... 3 - 5
Computer and other equipment.......................................... 3 - 5
Furniture and other................................................... 3 - 15
</TABLE>

Intangible Assets--The excess of cost over the fair value of net assets of
companies acquired is recorded as goodwill and is amortized on a straight-line
basis over primarily seven years. Amortization expense was $2,261, $1,878 and
$1,803 for the years ended September 30, 1998, 1997 and 1996, respectively. At
September 30, 1998 and 1997, accumulated amortization was $7,328 and $5,067,
respectively.

The Company capitalizes certain costs of developing its software products.
Upon completion of a software product, amortization is determined based on the
larger of the amounts computed using (a) the ratio that current gross revenues
for each product bears to the total of current and anticipated future gross
revenues for that product or (b) the straight-line method over the remaining
estimated economic life of the product, primarily five years. Amortization
expense for software licensed to customers was $1,943, $1,103 and $116 for the
years ended September 30, 1998, 1997 and 1996, respectively. Amortization
expense, which is included in cost of goods sold, for the year ended September
30, 1998 includes a $750 write-off of capitalized software, which

F-40
<PAGE>

THE HEALTHCARE SYSTEMS DIVISION OF THE REYNOLDS AND REYNOLDS COMPANY

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

was determined to be impaired based on management's analysis of undiscounted
future cash flows. In addition, amortization expense for the year ended
September 30, 1997 included $648 from special charges (see Note B). At
September 30, 1998 and 1997 accumulated amortization was $13,742 and $11,799,
respectively.

Other intangible assets are amortized over periods ranging from two to
fifteen years. Amortization expense was $1,564, $1,473 and $534 for the years
ended September 30, 1998, 1997 and 1996, respectively. At September 30, 1998
and 1997 accumulated amortization was $6,846 and $5,282, respectively.

The carrying values of goodwill and other intangible assets are reviewed if
the facts and circumstances indicate potential impairment of their carrying
value. Any impairment in the carrying value of such intangibles is recorded
when identified in accordance with APB Opinion No. 17, "Intangible Assets" and
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of."

Revenue Recognition--Revenues consist of both product sales and service
revenues. Products sales, including computer hardware and software licenses,
are recorded upon shipment to customers. Service revenues, which include
computer hardware maintenance, software support and training are recorded
ratably over the contract period or as services are performed.

Lease Obligations--The Division, along with other divisions at R&R, leases
premises and equipment under various capital and operating lease agreements.
However, the Division has not entered into significant leasing arrangements
separate from other R&R divisions; therefore, future minimum rental commitments
are not significant. Rental expenses allocated to the Division were $2,383,
$2,001 and $1,397 for the years ended September 30, 1998, 1997 and 1996,
respectively.

Research and Development Costs--The Company expenses research and development
costs as incurred. These costs were $4,092, $14,676 and $3,240 for the years
ended September 30, 1998, 1997 and 1996, respectively. These costs are included
in selling, general and administrative expenses in the accompanying statements
of operations. Included in the year ended September 30, 1997 are $11,000 of
purchased in-process research and development costs. In-process research and
development acquired in business combinations represented software development
costs for which technological feasibility was not established and for which
there was no alternative future use.

Income Taxes--The results of operations of HSD are included in a consolidated
federal income tax return with R&R. Federal income tax benefits allocable to
the operations of HSD are calculated as if it had filed separate income tax
returns, state income taxes are allocated based on R&R's overall effective
state tax rate. Income tax benefits are charged against advances from parent,
net. No deferred tax assets or liabilities are allocated by R&R to the
Division.

Reclassifications--Certain amounts in the 1997 financial statements have been
reclassified to conform to the 1998 presentation.

F-41
<PAGE>

THE HEALTHCARE SYSTEMS DIVISION OF THE REYNOLDS AND REYNOLDS COMPANY

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

B. RESTRUCTURING AND SPECIAL CHARGES

During the year ended September 30, 1997, the Division recorded a pretax
charge of $13,075 consisting of a $1,427 restructuring charge and $11,648 of
other special charges. After income tax benefits, the charges increased net
loss by $9,530. The income tax rate on the combined charges represented a 27.1%
effective tax rate because not all of the charges were tax deductible. Major
components of the charges are listed on the following table:

<TABLE>
<CAPTION>
RESTRUCTURING SPECIAL TOTAL
CHARGE CHARGES CHARGES
------------- ------- -------
<S> <C> <C> <C>
Employee termination benefits.................... $1,427 $ $ 1,427
In-process research and development.............. 11,000 11,000
Discontinued products............................ 648 648
------ ------- -------
Totals......................................... $1,427 $11,648 $13,075
====== ======= =======
</TABLE>

Restructuring Charge--Employee termination benefits consisted of involuntary
severance benefits and voluntary retirement benefits for 23 employees. Through
September 30, 1998, all involuntary termination benefits had been paid. See
Note E to the financial statements for a discussion of voluntary retirement
benefits.

Special Charges--In-process research and development expenses resulted from
two recent computer services business combinations and represented software
development costs for which technological feasibility was not established and
for which there were no alternative future use. The balance of special charges
represented primarily the write-off of discontinued software licensed to
customers. Special charges increased cost of sales $648 and selling, general
and administrative expenses $11,000.

C. BUSINESS COMBINATIONS

In fiscal year 1997, the Division purchased two healthcare computer services
businesses for $17,524, paid from R&R's available cash. One of the businesses,
acquired June 30, 1997, provided information systems to physician practices
with primary emphasis on practice management systems for hospital-based
physicians. The other business, acquired February 28, 1997, has capabilities in
electronic medical records and clinical management. These businesses had annual
sales of about $10,000. Based on management's analysis of cash flows and an
appraisal, $11,000 of the purchase price was allocated to in-process research
and development, representing software development costs for which
technological feasibility was not established and for which there was no
alternative future use. Through September 30, 1998, no amounts have been
capitalized for software development relating to these projects.

Recorded liabilities of acquired companies included the costs to exit
duplicate facilities. Key elements of the costs accrued for exiting duplicate
facilities were involuntary termination benefits of $398 and lease costs of
$219. Involuntary termination benefits represent severance payments and
outplacement services for 54 employees. Through September 30, 1998, all
severance benefits were paid and the Division bought out its remaining lease
obligation. Costs paid approximated those reserved.

All business combinations were accounted for as purchases and the accounts of
the acquired businesses were included in the Division's financial statements
since the dates of acquisition. In connection with the business combinations,
the Division recorded goodwill of $2,889 in 1997. This goodwill is being
amortized on a straight-line basis over seven years.

Pro Forma Information (Unaudited)--On a pro forma basis, assuming that the
1997 business combinations were made as of October 1, 1995, the revenues of HSD
would have increased by $9,700 and

F-42
<PAGE>

THE HEALTHCARE SYSTEMS DIVISION OF THE REYNOLDS AND REYNOLDS COMPANY

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

$13,500 for the years ended September 30, 1997 and 1996, respectively. Net loss
would have decreased by $7,700 for the year-ended September 30, 1997 and
increased by $2,300 for the year-ended September 30, 1996. The in-process
research and development charge was excluded from both 1997 and 1996. These pro
forma results of operations include pre-acquisition results of the businesses
acquired and may not be indicative of the results of operations that actually
would have been obtained if the business combination had been in effect or that
may be obtained in the future.

D.INCOME TAX BENEFIT

<TABLE>
<CAPTION>
1998 1997 1996
------ ------- ------
<S> <C> <C> <C>
Provision for Income Tax Benefit
Federal................................................ $5,288 $ 8,618 $2,301
State and local........................................ 1,315 2,229 599
------ ------- ------
Income tax benefit....................................... $6,603 $10,847 $2,900
====== ======= ======
</TABLE>

<TABLE>
<CAPTION>
1998 1997 1996
--------------- ---------------- ---------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Reconciliation of Income Tax
Rates
Statutory federal income
taxes...................... $6,191 35.0 % $11,053 35.0 % $2,921 35.0 %
State and local taxes less
federal income tax effect.. 855 4.8 1,449 4.6 390 4.7
Goodwill amortization and
write-off.................. (371) (2.1) (323) (1.0) (313) (3.7)
In-process research and
development................ (1,401) (4.4)
Other....................... (72) (0.4) 69 0.1 (98) (1.3)
------ ---- ------- ---- ------ ----
Income tax benefit............ $6,603 37.3 % $10,847 34.3 % $2,900 34.7 %
====== ==== ======= ==== ====== ====
</TABLE>

E.POSTRETIREMENT BENEFITS

Pension benefits for the majority of the Division's employees are provided
through plans that are maintained by R&R. Pension benefits are based primarily
on years of service and compensation. R&R's funding policy is to make annual
contributions to the pension plan sufficient to meet or exceed the minimum
statutory requirements.

The Division also participates in the R&R sponsored defined benefit medical
plan for employees who retired before October 1, 1993. Future retirees may
purchase postretirement medical insurance from R&R. Discounts from the market
price of postretirement medical insurance will be provided to certain retirees
based on age and length of remaining service as of October 1, 1993. R&R also
sponsors a defined benefit life insurance plan in which substantially all of
the Division's employees participate. Medical and life insurance benefits are
funded on a pay as you go basis.

The Division was allocated $1,128, $1,691, and $656, respectively of pension
expense and $59, $171, and $25, respectively, of postretirement medical and
life insurance benefits expense for the years ended September 30, 1998, 1997
and 1996. During the year ended September 30, 1997, the Division expensed $769
of special termination benefits in connection with a voluntary retirement
program.

F-43
<PAGE>

THE HEALTHCARE SYSTEMS DIVISION OF THE REYNOLDS AND REYNOLDS COMPANY

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

F. RELATED PARTY TRANSACTIONS

All of HSD's financing requirements are provided by R&R. These financial
statements do not include any long-term debt or interest expense because the
Division has not guaranteed the debt nor pledged any of its assets against the
debt. Such amounts are included in advances from parent, and will be increased
or decreased based on cash flows of the Division. R&R has allocated to the
Division costs related to employee benefits, data processing and other
corporate overhead of $2,077, $1,475 and $1,115 for the years ended September
30, 1998, 1997 and 1996, respectively, which are included in selling, general
and administrative expenses. Management believes that the amounts allocated are
reasonable; however, the amounts that would have been or will be incurred on a
separate company basis could differ from the estimated amounts due to economies
of scale realized by R&R and differences in management techniques and
organization.

G. ACCOUNTING STANDARDS

In October 1997, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) 97-2, "Software Revenue Recognition," which
supersedes SOP 91-1, "Software Revenue Recognition." SOP 97-2 provides guidance
on applying generally accepted accounting principles in recognizing revenue on
software transactions. The new SOP will be effective for transactions entered
into in fiscal years beginning after December 15, 1997. Management believes the
adoption of this pronouncement will reduce revenues in the period of adoption.
The effect on net sales and revenue has not yet been determined. The adoption
will not effect the Division's future cash flows.

H. SUBSEQUENT EVENT

On October 23, 1998, R&R sold substantially all the assets of the Division,
net of certain liabilities to be assumed, to InfoCure Corporation for
approximately $50.0 million.

* * * * * *

F-44
<PAGE>

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

YOU MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS
PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR THE SALE OF COMMON
STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE
DATE OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO BUY THESE SHARES OF COMMON STOCK IN ANY
CIRCUMSTANCES UNDER WHICH THE OFFER OR SOLICITATION IS UNLAWFUL.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 7
The Company.............................................................. 15
Use of Proceeds.......................................................... 17
Price Range of Common Stock.............................................. 18
Dividend Policy.......................................................... 18
Capitalization........................................................... 19
Dilution................................................................. 20
Selected Historical Consolidated Financial Data.......................... 21
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 23
Business................................................................. 31
Management............................................................... 41
Principal and Selling Stockholders....................................... 47
Shares Eligible for Future Sale.......................................... 49
Underwriting............................................................. 51
Legal Matters............................................................ 52
Experts.................................................................. 52
Incorporation of Certain Documents by Reference.......................... 53
Where You Can Find More Information...................................... 54
Index to Financial Statements............................................ F-1
</TABLE>

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

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

4,000,000 SHARES

[INFOCURE LOGO]

COMMON STOCK

-------------
PROSPECTUS
-------------

THE ROBINSON-HUMPHREY
COMPANY

SG COWEN

SANDERS MORRIS MUNDY

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

, 1999
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................. $ 41,721
National Association of Securities Dealers, Inc. fee................ $ 15,508
Nasdaq Stock Market listing fee..................................... $ 17,500
Accountants' fees and expenses...................................... *
Legal fees and expenses............................................. *
Transfer Agent's fees and expenses.................................. *
Printing and engraving expenses..................................... *
Miscellaneous....................................................... *
Total Expenses...................................................... $1,000,000
</TABLE>
- --------
*To be completed by amendment.

All fees other than the SEC registration fee, the NASD fee and the Nasdaq
Stock Market listing fee are estimated. None of the expenses of the issuance
and distribution of the common stock being offered will be borne by the selling
stockholders.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Pursuant to InfoCure's Certificate of Incorporation and Bylaws, officers and
directors shall be indemnified by InfoCure to the fullest extent allowed under
Delaware law for claims brought against them in their capacities as officers or
directors. Indemnification is not allowed if the officer or director does not
act in good faith and in a manner reasonably believed to be in the best
interests of InfoCure, or if the officer or director had no reasonable cause to
believe his conduct was lawful. Accordingly, indemnification may occur for
liabilities arising under the Securities Act. InfoCure and the underwriters
have agreed to indemnify each other (including officers and directors) against
certain liabilities, including liabilities under the Securities Act. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted for directors, officers and controlling persons of InfoCure pursuant
to the foregoing provisions or otherwise, InfoCure has been advised that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

Section of the Underwriting Agreement filed as Exhibit 1.1 hereto also
contains certain provisions pursuant to which certain officers, directors and
controlling persons of InfoCure may be entitled to be indemnified by the
underwriters named therein.

II-1
<PAGE>

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1* Form of Underwriting Agreement.
3.1 Amended Certificate of Incorporation of InfoCure (incorporated by
reference to Exhibit of the same number filed with InfoCure's
Registration Statement on Form SB-2) (Registration No. 333-18923).
3.2 Amended and Restated Bylaws of InfoCure.
4.1 See Exhibits 3.1 and 3.2 for provisions of the Amended Certificate of
Incorporation and Bylaws of InfoCure defining rights of the holders of
common stock of InfoCure.
4.2 Specimen Certificate for shares of common stock (incorporated by
reference to Exhibit of the same number filed with InfoCure's
Registration Statement on Form SB-2) (Registration No. 333-18923).
5.1* Opinion of Morris, Manning & Martin, L.L.P., Counsel to InfoCure, as
to legality of the shares being registered.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Deloitte & Touche, LLP
23.3 Consent of Habif, Arogeti & Wynne, P.C.
23.4* Consent of Morris, Manning & Martin, L.L.P. (included in Exhibit 5.1)
24.1 Powers of Attorney (included on signature page)
27.1 Financial Data Schedule
</TABLE>
- --------
*To be filed by amendment

ITEM 17. UNDERTAKINGS

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

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

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

II-2
<PAGE>

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

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

II-3
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA ON THE 25TH DAY OF
JANUARY, 1999.

INFOCURE CORPORATION

/s/ Frederick L. Fine
By: _________________________________
FREDERICK L. FINE
PRESIDENT AND CHIEF EXECUTIVE
OFFICER

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frederick L. Fine, Richard E. Perlman and James
K. Price, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and any
subsequent registration statements pursuant to Rule 462 of the Securities Act
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorney-in-fact or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
/s/ Frederick L. Fine President, Chief Executive January 25, 1999
______________________________________ Officer and Director
FREDERICK L. FINE (Principal Executive
Officer)

/s/ James K. Price Executive Vice President, January 25, 1999
______________________________________ Secretary and Director
JAMES K. PRICE

/s/ Richard E. Perlman Chairman, Treasurer and January 25, 1999
______________________________________ Director
RICHARD E. PERLMAN

/s/ Lance B. Cornell Senior Vice President-- January 25, 1999
______________________________________ Finance and Chief
LANCE B. CORNELL Financial Officer
(Principal Financial
Officer)

/s/ Michael E. Warren Vice President and January 25, 1999
______________________________________ Director
MICHAEL E. WARREN

/s/ Gary W. Plumer Vice President--Finance, January 25, 1999
______________________________________ Assistant Secretary and
GARY W. PLUMER Assistant Treasurer
(Principal Accounting
Officer)

/s/ James D. Elliot Director January 25, 1999
______________________________________
JAMES D. ELLIOT

/s/ Raymond H. Welsh Director January 25, 1999
______________________________________
RAYMOND H. WELSH

</TABLE>

II-4

<PAGE>

EXHIBIT 3.2
INFOCURE CORPORATION

AMENDED AND RESTATED BYLAWS

Adopted as of January , 1999
------------------------------

ARTICLE I
---------
OFFICES
-------

InfoCure Corporation (the "Corporation") shall at all times maintain a
registered office in the State of Delaware and a registered agent at that
address but may have other offices located in or outside of the State of
Delaware as the Board of Directors may from time to time determine.

ARTICLE II
----------
STOCKHOLDERS' MEETINGS
----------------------

2.1 Places of Meetings. All meetings of stockholders shall be held at
------------------
such place or places in or outside of the State of Delaware as the Board of
Directors may from time to time determine or as may be designated in the notice
of meeting or waiver of notice thereof, subject to any provisions of the laws of
the State of Delaware.

2.2 Annual Meetings.
---------------

(a) The annual meeting of stockholders for the election of directors and
the transaction of such other business as may properly come before the meeting
shall be held on such date within six (6) months after the end of each fiscal
year of the Corporation and at such time as may be designated from time to time
by the Board of Directors. If the annual meeting is not held on the date
designated or action by written consent to elect directors in lieu of an annual
meeting has not been taken as provided below, it may be held as soon thereafter
as convenient and shall be called the annual meeting. Written notice of the
time and place of the annual meeting shall be given by mail to each stockholder
entitled to vote thereat at the address of such stockholder as it appears on the
records of the Corporation, not less than ten (10) nor more than sixty (60) days
prior to the scheduled date thereof, unless such notice is waived as provided by
Article IX of these Bylaws.

(b) Stockholders may, unless the Certificate of Incorporation otherwise
provides, act by written consent to elect directors; provided, however, that if
such consent is less than unanimous, such action by written consent may be in
lieu of holding an annual meeting only if all of the directorships to which
directors could be elected at an annual meeting held at the effective time of
such action are vacant and are filled by such action.

2.3 Special Meetings. Special meetings of stockholders may be called at
----------------
any time by the Board of Directors or the Chairman of the Board of Directors
stating the specific purpose or purposes thereof. Written notice of the time,
place and specific purposes of such meeting shall
<PAGE>

be given by mail to each stockholder entitled to vote thereat at the address of
such stockholder as it appears on the records of the Corporation, not less than
ten (10) nor more than sixty (60) days prior to the scheduled date thereof,
unless such notice is waived as provided by Article IX of these Bylaws.

2.4 Adjournments. Any meeting of stockholders, annual or special, may
------------
adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

2.5 Voting. At all meetings of stockholders, each stockholder entitled to
------
vote on the record date, as determined under Article VI, Section 6.3 of these
Bylaws or, if not so determined, as prescribed under the General Corporation Law
of the State of Delaware, shall be entitled to one vote for each share of stock
standing of record in the name of such stockholder, subject to any restrictions
or qualifications set forth in the Certificate of Incorporation or any amendment
thereto.

2.6 Quorum. At any meeting of stockholders, one-third (1/3) of the number
------
of shares of stock outstanding and entitled to vote thereat, present in person
or by proxy, shall constitute a quorum, but a smaller interest may adjourn any
meeting from time to time, and the meeting may be held as adjourned without
further notice, subject to such limitations as may be imposed under Section 2.4
hereof or the General Corporation Law of the State of Delaware. When a quorum
is present at any meeting, a majority of the number of shares of stock entitled
to vote present thereat shall decide any question brought before such meeting
unless the question is one upon which a different vote is required by the
General Corporation Law of the State of Delaware, the Certificate of
Incorporation or these Bylaws, in which case such express provision shall
govern. Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
Corporation or any subsidiary of the Corporation to vote stock, including but
not limited to its own stock, held by it in a fiduciary capacity.

2.7 Organization. Meetings of stockholders shall be presided over by the
------------
Chairman of the Board, if any, or in his absence by the Vice Chairman of the
Board, if any, or in his absence by the President, or in his absence by a Vice
President, or in the absence of the foregoing persons by a chairman designated
by the Board of Directors, or in the absence of such designation by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.

-2-
<PAGE>

2.8 Proxies. Each stockholder entitled to vote at a meeting of
-------
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
stockholder by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. A proxy
shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by filing an instrument in
writing revoking the proxy or by delivering a proxy in accordance with
applicable law bearing a later date to the Secretary of the Corporation. Voting
at meetings of stockholders need not be by written ballot. At all meetings of
stockholders for the election of directors a plurality of the votes cast shall
be sufficient to elect. All other elections and questions shall, unless
otherwise provided by the Certificate of Incorporation, these Bylaws, the rules
or regulations of any stock exchange applicable to the Corporation, as otherwise
provided by law or pursuant to any regulation applicable to the Corporation, be
decided by the affirmative vote of the holders of a majority in voting power of
the shares of stock of the Corporation which are present in person or by proxy
and entitled to vote thereon.

2.9 List of Stockholders. At least ten (10) days before every meeting, a
--------------------
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of and the number of shares
registered in the name of each stockholder, shall be prepared by the Secretary
or the transfer agent in charge of the stock ledger of the Corporation. Such
list shall be open for examination by any stockholder, for any purpose germane
to the meeting, during ordinary business hours, for a period of at least ten
(10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The stock ledger shall represent conclusive evidence as to who are the
stockholders entitled to examine such list or the books of the Corporation or to
vote in person or by proxy at such meeting.

2.10 Action Without Meeting. Unless otherwise restricted by the
----------------------
Certificate of Incorporation, any action required or permitted to be taken at
any annual or special meeting of the stockholders 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 stock 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 and shall be delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which minutes of proceedings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall, to the extent required by law, be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such

-3-
<PAGE>

meeting had been the date that written consents signed by a sufficient number of
holders or members to take action were delivered to the Corporation.

2.11 Stockholder Proposals at Annual Meetings.
----------------------------------------

(a) Business may be properly brought before an Annual Meeting of
stockholders by a stockholder only upon the stockholder's timely notice thereof
in writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) days prior to the meeting as
originally scheduled; provided, however, that in the event that less than sixty
(60) days notice or prior public disclosure of the date of the meeting is given
or made to stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the tenth (10th) day following
the earlier of the day on which such notice of the date of the meeting was
mailed or the date on which such public disclosure was made.

(b) The stockholder's notice to the Secretary of the Corporation shall set
forth as to each matter the stockholder proposes to bring before the Annual
Meeting: (i) a brief description of the proposal desired to be brought before
the Annual Meeting and the reasons for conducting such business at the Annual
Meeting, (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business and any other stockholders known by
such stockholder to be supporting such proposal, (iii) the class and number of
shares of the Corporation's stock that are beneficially owned by the stockholder
on the date such stockholder gives notice to the Secretary of the Corporation,
and the number of shares of the Corporation's capital stock that are
beneficially owned on such date by any other stockholder known to be supporting
such proposal, and (iv) any financial interest of the stockholder in such
proposal.

(c) The Chairman of the Board of Directors or other presiding officer of
the Annual Meeting shall determine and declare at the Annual Meeting whether the
stockholder proposal was made in accordance with the terms of this Section 2.11.
If such Chairman or other presiding officer determines that such stockholder
proposal was not made in accordance with the terms of this Section 2.11, he or
she shall so declare at the Annual Meeting and such proposal shall not be acted
upon at such Annual Meeting.

(d) This provision shall not prevent the consideration and approval or
disapproval at the Annual Meeting of reports of officers, directors and
committees of the Board of Directors, but in connection with such reports, no
new business shall be acted upon at such Annual Meeting unless stated, filed and
received as herein provided.

(e) For purposes of this Section 2.11, any adjournment(s) or
postponement(s) of the original meeting whereby the meeting will reconvene
within thirty (30) days from the original date shall be deemed for purposes of
notice to be a continuation of the original meeting and no business may be
brought before any such reconvened meeting unless pursuant to a notice of such
business which was timely for the meeting on the date originally scheduled.
Such stockholder's notice to the Secretary shall set forth (i) as to each matter
the stockholder proposed to bring before the Annual Meeting, a brief description
of the business desired to be brought before the

-4-
<PAGE>

meeting, (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (iii) the class and number of shares
of the Corporation which are beneficially owned by the stockholder, and (iv) a
complete and accurate description of any material interest of the stockholder in
such proposed business.

(f) Notwithstanding the foregoing, nothing in this Section 2.11 shall be
interpreted or construed to require the inclusion of information about any such
proposal in any proxy statement distributed by the Corporation at the direction
of or on behalf of the Corporation.

2.12 Notice of Stockholder Nominees.
------------------------------

(a) Nominations of persons for election to the Board of Directors shall be
made only at an Annual or Special Meeting of the stockholders called for that
purpose and only (i) by or at the direction of the Board of Directors or (ii) by
any stockholder entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 2.12 of this
Article II for Annual Meetings. Such nominations, other than those made by or
at the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than sixty (60) days
prior to the meeting; provided, however, that in the event that less than sixty
(60) days notice of the date of the meeting is give or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the tenth (10th) days following the earlier of the day on
which such notice of the date of the meeting was mailed or the date on which
such public disclosure was made.

(b) The stockholder's notice to the Corporation pursuant to this Section
2.12 shall set forth: (i) as to each person that the stockholder proposes to
nominate for election or reelection as a director, (1) the name, age, business
address and residence address of such proposed nominee, (2) the principal
occupation or employment of such proposed nominee, (3) the class and number of
shares of capital stock of the Corporation which are beneficially owned by such
proposed nominee, and (4) any other information relating to the person that is
required to be disclosed in solicitations for proxies for election of directors
pursuant to Schedule 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); and (ii) as to the stockholder giving such notice, (1) the
name and address, as they appear on the Corporation's books, of such
stockholder, (2) the class and number of shares of the Corporation's stock that
are beneficially owned by the stockholder on the date of such notice. The
Corporation may require any proposed nominee to furnish such other information
as may be reasonably required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director of the Corporation.

(c) The presiding officer of the meeting shall determine and declare at the
meeting whether the nomination was made in accordance with the terms of this
Section 2.12. If the presiding officer determines that a nomination was not
made in accordance with the terms of this Section 2.12, he or she shall so
declare at the meeting that any such defective nomination shall be disregarded.

-5-
<PAGE>

2.13 Inspectors of Election. The Corporation may, and shall if required
----------------------
by law, in advance of any meeting of stockholders, appoint one or more
inspectors of election, who may be employees of the Corporation, to act at the
meeting or any adjournment thereof and to make a written report thereof. The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. In the event that no inspector so appointed or
designated is able to act at a meeting of stockholders, the person presiding at
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath to execute faithfully the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspector or
inspectors so appointed or designated shall (i) ascertain the number of shares
of capital stock of the Corporation outstanding and the voting power of each
such share, (ii) determine the shares of capital stock of the Corporation
represented at the meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares of
capital stock of the Corporation represented at the meeting and such inspectors'
count of all votes and ballots. Such certification and report shall specify
such other information as may be required by law. In determining the validity
and counting of proxies and ballots cast at any meeting of stockholders of the
Corporation, the inspectors may consider such information as is permitted by
applicable law. No person who is a candidate for an office at an election may
serve as an inspector at such election.

2.14 Conduct of Meetings. The date and time of the opening and the
-------------------
closing of the polls for each matter upon which the stockholders will vote at a
meeting shall be announced at the meeting by the person presiding over the
meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the Corporation, their duly authorized
and constituted proxies or such other persons as the chairman of the meeting
shall determine; (iv) restrictions on entry to the meeting after the time fixed
for the commencement thereof; and (v) limitations on the time allotted to
questions or comments by participants. Unless and to the extent determined by
the Board of Directors or the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.

ARTICLE III
-----------
BOARD OF DIRECTORS
------------------

3.1 Powers. The business and affairs of the Corporation shall be carried
------
on by or under the direction of the Board of Directors, which shall have all the
powers authorized by the

-6-
<PAGE>

General Corporation Law of the State of Delaware, subject to such limitations as
may be provided by the Certificate of Incorporation or these Bylaws.

3.2 Number of Directors. The Board shall consist of not fewer than three
-------------------
(3) members and not more than twelve (12) members, the exact number of
authorized directors within such range to be fixed from time to time by a
resolution of the Board of Directors adopted by the affirmative vote of at least
a majority of the total number of authorized directors most recently fixed by
the Board of Directors.

3.3 Election of Directors.
---------------------

(a) The directors of the Corporation shall be divided into three
classes for the purpose of determining their terms of office. Each such class
shall consist, as nearly as possible, of one-third of the total number of
directors fixed by the Board of Directors. At the annual meeting of
stockholders of the Corporation held in 1999, one class of directors (designated
as Class I) shall be elected for a term expiring at the annual meeting of
stockholders of the Corporation held in 2000, one class of directors (designated
as Class II) shall be elected for a term expiring at the annual meeting of
stockholders of the Corporation held in 2001, and one class of directors
(designated as Class III) shall be elected for a term expiring at the annual
meeting of stockholders of the Corporation held in 2002. At each succeeding
annual meeting of stockholders of the Corporation, beginning in 2000, successors
to the class of directors whose term expires at that annual meeting shall be
elected for a term expiring at the annual meeting of stockholders of the
Corporation held in the third year following the year of their election.

(b) If the number of directors is changed, then any increase or
decrease in such number shall be apportioned by the Board of Directors among the
classes of directors so as to maintain as nearly as possible an equal number of
directors in each class. No reduction in the authorized number of members of
the Board of Directors shall have the effect of removing any director from
office before that director's term of office expires.

(c) Vacancies on the Board of Directors and newly created
directorships resulting from an increase in the authorized number of members of
the Board of Directors shall be filled in accordance with Section 5.2.

(d) Each director, including a director elected to fill a vacancy or a
newly created directorship, shall hold office until the next election of the
class of directors to which such director belongs and until his or her successor
is elected and qualified or until his or her earlier death, resignation, or
removal from office.

3.4 Qualification and Term of Directors. Each director shall be a natural
-----------------------------------
person at least eighteen (18) years old. Directors need not be stockholders,
nor need they be residents of the State of Delaware. The term of a director
elected by the stockholders or by the Board to fill a vacancy continues until
the next annual meeting of stockholders and until a successor is elected and
qualifies or until a decrease occurs in the number of directorships.

-7-
<PAGE>

3.5 Compensation. The Board of Directors, or a committee thereof, may
------------
from time to time by resolution authorize the payment of fees or other
compensation to the directors for services as such to the Corporation,
including, but not limited to, fees for serving as members of the Board of
Directors or any committee thereof and for attendance at meetings of the Board
of Directors or any committee thereof, and may determine the amount of such fees
and compensation. Directors shall in any event be paid their reasonable travel
and other expenses for attendance at all meetings of the Board or committees
thereof. Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor in amounts authorized or otherwise approved from time to time by the
Board of Directors or any committee thereof.

3.6 Meetings and Quorum. Meetings of the Board of Directors may be held
-------------------
either in or outside of the State of Delaware. A quorum shall be one-third
(1/3) of the then authorized number of directors. 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.

The Board of Directors shall, at the close of each annual meeting of
stockholders and without further notice other than these Bylaws, if a quorum of
directors is then present or as soon thereafter as may be convenient, hold a
regular meeting for the election of officers and the transaction of any other
business. At such meeting they shall elect a President, a Secretary and a
Treasurer, and such other officers as they deem proper, none of whom except the
Chairman of the Board, if elected, need be members of the Board of Directors.

The Board of Directors may from time to time provide for the holding of
regular meetings with or without notice and may fix the times and places at
which such meetings are to be held. Meetings other than regular meetings may be
called at any time by the President or the Chairman of the Board of Directors
and must be called by the President or the Secretary or an Assistant Secretary
upon the request of any director.

Notice of each meeting, other than a regular meeting (unless required by
the Board of Directors), shall be given to each director by mailing the same to
each director at his or her residence or business address at least five business
days before the meeting or by delivering the same to him personally or by
telephone, telegraph or telecopier at least two business days before the meeting
unless, in case of exigency, the Chairman of the Board of Directors, the
President or the Secretary shall prescribe a shorter notice to be given
personally or by telephone, telegraph, telecopier, cable or wireless to all or
any one or more of the directors at their respective residences or places of
business. Notice by mail shall be deemed to be given at the earlier of (a)
receipt thereof, or (b) five (5) days after it is deposited in the United States
mail with first-class postage affixed thereon. Notice to directors may also be
given by telecopier transmission to the director's telecopier transmission
number supplied for the purpose of telecopier transmissions and, upon actual
confirmation of such receipt by the director, such notice shall be deemed to be

-8-
<PAGE>

given as of the date and time of telephonic confirmation of receipt. Telephonic
notice shall be deemed given at such a time as such notice is actually provided
to the director.

Notice of any meeting shall state the time and place of such meeting, but
need not state the purposes thereof unless otherwise required by the General
Corporation Law of the State of Delaware, the Certificate of Incorporation, the
Bylaws or by the order of the Board of Directors.

3.7 Committees. The Board of Directors may, by resolution passed by a
----------
majority of the entire Board of Directors, provide for an Audit Committee, a
Compensation Committee and an Executive Committee and one (1) or more other
committees consisting of one (1) or more directors and shall elect the members
thereof to serve at the pleasure of the Board of Directors and may designate one
of such members to act as chairman thereof. The Board of Directors may at any
time change the membership of any committee, fill vacancies in it, designate
alternate members to replace any absent or disqualified members at any meeting
of such committee, or dissolve it. 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. During the intervals between the meetings of
the Board of Directors, the Executive Committee (if one shall have been
constituted) shall possess and may exercise any or all of the powers of the
Board of Directors in the management or direction of the business and affairs of
the Corporation and under the Bylaws to the extent authorized by resolution
adopted by a majority of the whole Board of Directors and subject to such
limitations as may be imposed by the General Corporation Law of the State of
Delaware.

Each committee may determine its rules of procedure and the notice to be
given of its meetings (although in the absence of any special notice procedure,
the notice provisions of Section 3.6 hereof shall govern), and it may appoint
such other committees and assistants as it shall from time to time deem
necessary. A majority of the members of each committee shall constitute a
quorum. Each 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.

3.8 Conference Telephone Meetings. Any one or more members of the Board
-----------------------------
of Directors or any committee thereof may participate in a meeting by means of a
conference telephone call or other similar communication equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.

3.9 Action Without Meeting. Any action required or permitted to be taken
----------------------
at any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board of Directors or such committee, as
the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board of Directors or such
committee.

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<PAGE>

ARTICLE IV
----------
OFFICERS
--------

4.1 Titles and Election. The officers of the Corporation shall be the
-------------------
President and the Secretary all of whom shall initially be elected as soon as
convenient by the Board of Directors and thereafter, in the absence of earlier
resignations or removals, shall be elected at the first meeting of the Board of
Directors following each annual meeting of stockholders. Each officer shall
hold office at the pleasure of the Board of Directors except as may otherwise be
approved by the Board of Directors, or until his or her earlier resignation,
removal under these Bylaws or other termination of his or her employment. Any
person may hold more than one office if the duties can be adequately performed
by the same person and to the extent permitted by the General Corporation Law of
the State of Delaware.

The Board of Directors, in its discretion, may also at any time elect or
appoint a Chairman of the Board of Directors, a Vice Chairman, a Chief Executive
Officer, one or more Vice Presidents, one or more Senior or Executive Vice
Presidents, a Chief Operating Officer, a Chief Financial Officer, a Treasurer
and one or more Assistant Secretaries and Assistant Treasurers and such other
officers as it may deem advisable, each of whom shall hold office at the
pleasure of the Board of Directors, except as may otherwise be approved by the
Board of Directors, or until his or her earlier death, resignation, retirement,
removal or other termination of employment, and shall have such authority and
shall perform such duties as may be prescribed or determined from time to time
by the Board of Directors or in case of officers other than the Chairman of the
Board, if not prescribed or determined by the Board of Directors, the President
or the then senior executive officer may prescribe or determine. The Board of
Directors may require any officer or other employee or agent to give bond for
the faithful performance of his or her duties in such form and with such
sureties as the Board may require.

4.2 Duties. Subject to such extension, limitations and other provisions
------
as the Board of Directors may from time to time prescribe or determine, the
following officers shall have the following powers and duties:

(a) Chairman of the Board of Directors. The Chairman of the Board of
----------------------------------
Directors, if one is elected, shall be a director and, when present, shall
preside at all meetings of the stockholders and of the Board of Directors.

(b) Chief Executive Officer. The Chief Executive Officer shall be
-----------------------
charged with general supervision of the management and policy of the Corporation
and shall have such other powers and perform such other duties as the Board of
Directors may prescribe from time to time. The Chief Executive Officer shall
(subject to the presence of the Chairman of the Board of Directors, if one
exists) preside at all meetings of the stockholders and, if he is a director, at
all meetings of the Board of Directors.

(c) President. The President shall exercise the powers and authority
---------
and perform all of the duties commonly incident to his or her office and shall
perform such other duties as the Board of Directors shall specify from time to
time.

-10-
<PAGE>

(d) Vice Presidents. The Vice President or Vice Presidents shall
---------------
perform such duties as may be assigned to them from time to time by the Board of
Directors or by the President if the Board of Directors does not do so. In the
absence or disability of the President, the Executive Vice Presidents in order
of seniority, or if none, the Senior Vice Presidents in order of seniority, or
if none, the Vice Presidents in order of seniority, may, unless otherwise
determined by the Board of Directors, exercise the powers and perform the duties
pertaining to the office of President, except that if one or more Vice
Presidents has been elected or appointed, the person holding such office in
order of seniority shall exercise the powers and perform the duties of the
office of President.

(e) Secretary. The Secretary or in his or her absence an Assistant
---------
Secretary shall keep the minutes of all meetings of stockholders and of the
Board of Directors and any committee thereof, give and serve all notices, attend
to such correspondence as may be assigned to him or her, keep in safe custody
the seal of the Corporation, and affix such seal to all such instruments
properly executed as may require it, shall perform all of the duties commonly
incident to his or her office and shall have such other duties and powers as may
be prescribed or determined from time to time by the Board of Directors or by
the President if the Board of Directors does not do so.

(f) Treasurer. The Treasurer or in his or her absence an Assistant
---------
Treasurer, subject to the order of the Board of Directors, shall have the care
and custody of the monies, funds, securities, valuable papers and documents of
the Corporation (other than his or her own bond, if any, which shall be in the
custody of the President), and shall have, under the supervision of the Board of
Directors, all the powers and duties commonly incident to his or her office. He
or she shall deposit all funds of the Corporation in such bank or banks, trust
company or trust companies, or with such firm or firms doing a banking business
as may be designated by the Board of Directors or by the President if the Board
of Directors does not do so. He or she may endorse for deposit or collection
all checks, notes and similar instruments payable to the Corporation or to its
order. He or she shall keep accurate books of account of the Corporation's
transactions, which shall be the property of the Corporation, and together with
all of the property of the Corporation in his or her possession, shall be
subject at all times to the inspection and control of the Board of Directors.
The Treasurer shall be subject in every way to the order of the Board of
Directors, and shall render to the Board of Directors and/or the President of
the Corporation, whenever they may require it, an account of all his or her
transactions and of the financial condition of the Corporation. In addition to
the foregoing, the Treasurer shall have such duties as may be prescribed or
determined from time to time by the Board of Directors or by the President if
the Board of Directors does not do so.

(g) Assistant Secretaries and Treasurers. Assistants to the
------------------------------------
Secretaries and Treasurers may be appointed by the President or elected by the
Board of Directors and shall perform such duties and have such powers as shall
be delegated to them by the President or the Board of Directors.

(h) Other Officers. The other officers, if any, shall perform such
--------------
duties and exercise such powers as the Board of Directors shall request or
delegate and, unless the Board

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<PAGE>

otherwise provides, shall perform such other duties as are generally performed
by officers in such position.

4.3 Delegation of Authority. The Board of Directors may at any time
-----------------------
delegate the powers and duties of any officer for the time being to any other
officer, director or employee.

4.4 Compensation. The compensation of the officers of the Corporation
------------
shall be fixed by the Board of Directors or a committee thereof, and the fact
that any officer is a director shall not preclude such officer from receiving
compensation or from voting upon the resolution providing the same.

ARTICLE V
---------
RESIGNATIONS, VACANCIES AND REMOVALS
------------------------------------

5.1 Resignations. Any director or officer may resign at any time by
-------------
giving written notice thereof to the Board of Directors, the Chairman of the
Board of Directors, the President or the Secretary. Any such resignation shall
take effect at the time specified therein or, if the time be not specified, upon
receipt thereof, and unless otherwise specified therein or in these Bylaws, the
acceptance of any resignation shall not be necessary to make it effective.

5.2 Vacancies.
----------

(a) Directors. Except as otherwise provided in this Section 5.2(a),
---------
any vacancy occurring in the Board of Directors 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 stockholders. Any vacancy
arising as a result of the removal of a director by the stockholders may be
filled by the stockholders or, if the stockholders so authorize, by the
remaining director or directors, but only for the unexpired term of his or her
predecessor in office. The Board of Directors may fill a vacancy created by an
increase in the number of directors, but only for a term of office continuing
until the next annual election of directors by the stockholders and the election
and qualification of a successor.

(b) Officers. The Board of Directors may at any time or from time to
--------
time fill any vacancy among the officers of the Corporation.

5.3 Removals.
--------

(a) Directors. At any meeting of the stockholders 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.

(b) Officers. Subject to the provisions of any validly existing
--------
agreement, the Board of Directors may at any meeting remove from office any
officer, with or without cause, and may appoint a successor.

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<PAGE>

ARTICLE VI
----------
CAPITAL STOCK
-------------

6.1 Certificates of Stock. Every stockholder shall be entitled to a
---------------------
certificate or certificates for shares of the capital stock of the Corporation
in such form as may be prescribed or authorized by the Board of Directors, duly
numbered and setting forth the number and kind of shares represented thereby.
Such certificates shall be signed by the President or a Vice President, unless
some other person is hereunto specifically authorized as provided in Section 4.3
of these Bylaws, and by the Treasurer or an Assistant Treasurer or by the
Secretary or an Assistant Secretary. Any or all of such signatures may be in
facsimile.

In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed on a certificate has ceased to be such
officer, transfer agent or registrar before the certificate has been issued,
such certificate may nevertheless be issued and delivered by the Corporation
with the same effect as if he were such officer, transfer agent or registrar at
the date of issue.

6.2 Transfer of Stock. Shares of the capital stock of the Corporation
-----------------
shall be transferable only upon the books of the Corporation upon the surrender
of the certificate or certificates properly assigned and endorsed for transfer.
If the Corporation has a transfer agent or registrar acting on its behalf, the
signature of any officer or representative thereof may be in facsimile.

The Board of Directors may appoint a transfer agent and one or more co-
transfer agents and a registrar and one or more co-registrars and may make or
authorize such agents to make all such rules and regulations deemed expedient
concerning the issue, transfer and registration of shares of stock.

6.3 Record Dates. For the purpose of determining stockholders entitled to
------------
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to receive payment of any dividend, or to express consent to
corporate action in writing without a meeting, or in order to make a
determination of stockholders for any other proper purposes, the Corporation's
stock transfer books shall not be closed, but a record date shall be set by the
Board of Directors and, upon that date, the Corporation or its transfer agent
shall take a record of the stockholders without actually closing the stock
transfer books. Such record date shall not be more than sixty (60) days, nor
less than ten (10) days, prior to the date on which the particular action
requiring such determination of stockholders is to be taken.

If no such record date is fixed by the Board, the record date shall be that
prescribed by the General Corporation Law of the State of Delaware.

A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may, in their discretion, fix a
new record date for the adjourned meeting.

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<PAGE>

6.4 Lost Certificates. In case of loss or mutilation or destruction of a
-----------------
stock certificate, a duplicate certificate may be issued upon such terms as may
be determined or authorized by the Board of Directors or the Executive Committee
(if one has been appointed), or by the President if the Board of Directors or
the Executive Committee does not do so.

ARTICLE VII
-----------
FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.
----------------------------------------

7.1 Fiscal Year. The fiscal year of the Corporation shall be determined
-----------
by resolution of the Board of Directors.

7.2 Bank Deposit Checks. The funds of the Corporation shall be deposited
-------------------
in the name of the Corporation or of any division thereof in such banks or trust
companies in the United States or elsewhere as may be designated from time to
time by the Board of Directors or by such officer or officers as the Board of
Directors may authorize to make such designations.

All checks, drafts or other orders for the withdrawal of funds from any
bank account shall be signed by such person or persons as may be designated from
time to time by the Board of Directors. The signatures on checks, drafts or
other orders for the withdrawal of funds may be in facsimile if authorized in
the designation.

ARTICLE VIII
------------
BOOKS AND RECORDS
-----------------

8.1 Place of Keeping Books. The books and records of the Corporation may
----------------------
be kept within or outside of the State of Delaware.

8.2 Examination of Books. Except as may otherwise be provided by the
--------------------
General Corporation Law of the State of Delaware, the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the power to
determine from time to time whether and to what extent and at what times and
places and under what conditions any of the accounts, records and books of the
Corporation are to be open to the inspection of any stockholder. No stockholder
shall have any right to inspect any account or book or document of the
Corporation except as prescribed by law or authorized by express resolution of
the stockholders or of the Board of Directors.

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<PAGE>

ARTICLE IX
----------
NOTICES
-------

9.1 Requirements of Notice. Whenever notice is required to be given by
----------------------
statute, the Certificate of Incorporation or these Bylaws, except as otherwise
provided in Section 3.6 hereof, it shall not mean personal notice unless so
specified, but such notice may be given in writing by depositing the same in a
post office, letter box or mail chute postage prepaid and addressed to the
person to whom such notice is directed at the address of such person on the
records of the Corporation, and such notice shall be deemed given at the time
when the same shall be thus mailed.

9.2 Waivers. Any stockholder, director or officer may, in writing or by
-------
telegram or cable, at any time waive any notice or other formality required by
law, the Certificate of Incorporation or these Bylaws. Such waiver of notice,
whether given before or after any meeting or action, shall be deemed equivalent
to notice. Presence of a stockholder either in person or by proxy at any
meeting of stockholders and presence of any director at any meeting of the Board
of Directors shall constitute a waiver of such notice as may be required by law,
the Certificate of Incorporation or these Bylaws, unless such presence is solely
for the purpose of objecting to the lack of notice and such objection is stated
at the commencement of the meeting.

ARTICLE X
---------
SEAL
----

The corporate seal of the Corporation shall be in such form as the Board of
Directors shall determine from time to time and may consist of a facsimile
thereof or the word "SEAL" enclosed in parentheses or brackets. The corporate
seal of the Corporation shall not be necessary to validate or authenticate any
instrument duly executed by the Corporation or to render any such instrument
enforceable against the Corporation.

ARTICLE XI
----------
POWERS OF ATTORNEY
------------------

The Board of Directors may authorize one or more of the officers of the
Corporation to execute powers of attorney delegating to named representatives or
agents power to represent or act on behalf of the Corporation, with or without
the power of substitution.

In the absence of any action by the Board of Directors, any officer of the
Corporation may execute, for and on behalf of the Corporation, waivers of notice
of meetings of stockholders and proxies, or may vote shares directly, for such
meetings of any company in which the Corporation may hold voting securities.

ARTICLE XII
-----------
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
----------------------------------------------------

12.1 Definitions. As used in this article, the term "Person" means any
-----------
past, present or future director, officer or employee of the Corporation or any
subsidiary of the Corporation.

-15-
<PAGE>

12.2 Indemnification Granted. The Corporation shall indemnify, to the
-----------------------
full extent and under the circumstances permitted by the General Corporation Law
of the State of Delaware in effect from time to time, any Person, made or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such Person is or was or with his or her consent is
named by the Corporation as being or about to become a director of the
Corporation or any subsidiary thereof, or is or was an officer or employee of
the Corporation or any subsidiary thereof, or is or was an employee or agent of
the Corporation or any subsidiary thereof, or is or was serving at the specific
request of the Corporation as a director, officer, employee or agent of another
company or other enterprise in which the Corporation owns or owned, directly or
indirectly, an equity interest or of which it may be a creditor.

12.3 Prepayment of Expenses. The Corporation shall pay the expenses
----------------------
(including attorneys' fees) incurred by a Person in defending any proceeding in
advance of its final disposition, provided, however, that, to the extent
-------- -------
required by law, such payment of expenses in advance of the final disposition of
the proceeding shall be made only upon receipt of an undertaking by the Person
to repay all amounts advanced if it should be ultimately determined that the
Person is not entitled to be indemnified under this Article XII or otherwise.

12.4 Claims. If a claim for indemnification or payment of expenses under
------
this Article XII is not paid in full within sixty (60) days after a written
claim therefor by the Person has been received by the Corporation, the Person
may file suit to recover the unpaid amount of such claim, and, if successful in
whole or in part, shall be entitled to be paid the expenses of prosecuting such
claim. In any such action the Corporation shall have the burden of proving that
the Person is not entitled to the requested indemnification or payment of
expense under applicable law.

12.5 Nonexclusivity of Rights. The rights conferred on any Person by this
------------------------
Article XII shall not be exclusive of any other rights which such Person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, these Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, and shall continue as to a Person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors, administrators and other legal representatives of such Person.

12.6 Other Sources. The Corporation's obligation, if any, to indemnify or
-------------
to advance expenses to any Person who was or is serving at its request as a
director, officer, employee or agent of another company, partnership, joint
venture, trust, enterprise or nonprofit entity shall be reduced by any amount
such Person may collect as indemnification or advancement of expenses from such
other company, partnership, joint venture, trust, enterprise or non-profit
enterprise.

12.7 Amendment or Repeal. Any repeal or modification of the foregoing
-------------------
provisions of this Article XII shall not adversely affect any right or
protection hereunder of any Person in respect of any act or omission occurring
prior to the time of such repeal or modification.

-16-
<PAGE>

12.8 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.

12.9 Miscellaneous. Subject to the limitations set forth in the General
-------------
Corporation Law of the State of Delaware, the Board of Directors may also on
behalf of the Corporation grant indemnification to any individual other than a
Person to such extent and in such matter as the Board of Directors in its sole
discretion may from time to time and at any time determine.

It is not intended that the provisions of this Article XII be applicable
to, and they are not to be construed as granting indemnity with respect to,
matters as to which indemnification would be in contravention of the laws of
Delaware or of the United States of America, whether as a matter of public
policy or pursuant to statutory provision.

ARTICLE XIII
------------
INTERESTED DIRECTOR TRANSACTIONS
--------------------------------

13.1 Interested Directors; Quorum. No contract or transaction between the
----------------------------
Corporation and one or more of its directors or officers, or between the
Corporation and any other company, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if: (1) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (3) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

ARTICLE XIV
-----------
AMENDMENTS
----------

14.1 Amendment or Repeal. Except as provided otherwise by the laws of the
-------------------
State of Delaware or the Certificate of Incorporation, these Bylaws may be
amended or repealed either:

(a) At any meeting of stockholders at which a quorum is present by
vote of a majority of the number of shares of stock entitled to vote present in
person or by proxy at such

-17-
<PAGE>

meeting as provided in Article II of these Bylaws; provided that the notice of
such meeting of stockholders or waiver of notice thereof contains a statement of
the substance of the proposed amendment or repeal; or

(b) At any meeting of the Board of Directors by a majority vote of the
directors then in office.

14.2 Stockholder Proposals. Any stockholder who intends to propose that
---------------------
any provision of these Bylaws be amended by action of the stockholders shall
notify the Secretary of the Corporation in writing of the amendment or
amendments which such stockholder intends to propose not later than one hundred
eighty (180) days prior to a request by such stockholder to call a special
meeting for such purpose or, if such proposal is intended to be made at an
annual meeting of stockholders, not later than the latest date permitted for
submission of stockholder proposals by Rule 14a-8 under the Securities Exchange
Act of 1934. Such notice to the Secretary shall include the text of the
proposed amendment or amendments and a brief statement of the reason or reasons
why such stockholder intends to make such proposal.

-18-

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS

InfoCure Corporation
Atlanta, Georgia

We hereby consent to the use in the prospectus constituting a part of this
registration statement on Form S-3 and to the incorporation by reference in the
prospectus constituting a part of the registration statement number 333-48829 on
Form S-8 of our report relating to the consolidated financial statements of
InfoCure Corporation as of January 31, 1997 and December 31, 1997. We also
consent to the incorporation by reference in the prospectus constituting this
registration statement on Form S-3 and in the prospectus constituting the
registration statement number 333-48829 on Form S-8 of the following:

(A) Our reports on the financial statements of DR Software, Inc., Millard-
Wayne, Inc. and Rovak, Inc. as of December 31, 1996 and 1995 and KComp
Management Systems, Inc. as of March 31, 1997 and 1996 contained in Form
SB-2 effective July 10, 1997.

(B) Our report on the financial statements of Professional On-Line Computers,
Inc. as of September 30, 1997 and December 31, 1996 contained in Form 8K/A
dated December 11, 1997.

(C) Our reports on the financial statements of Medical Software Integrators,
Inc. and Micro-Software Designs, Inc. as of December 31, 1997 and 1996
contained in Form 8K/A dated March 11, 1998.

We also consent to the reference to us under the caption "Experts" in the
prospectus.

BDO Seidman, LLP

Atlanta, Georgia
January 22, 1999

<PAGE>

EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of InfoCure Corporation on
Form S-3 of our reports dated September 28, 1998 and January 15, 1999, (relating
to The Healthcare Systems Division of The Reynolds and Reynolds Company)
appearing or incorporated by reference in the Prospectus, which is a part of
this Registration Statement, and to the reference to us under the heading
"Experts" in such Prospectus.

DELOITTE & TOUCHE LLP

Dayton, Ohio
January 22, 1999

<PAGE>

EXHIBIT 23.3

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

Infocure Corporation
1765 The Exchange, Suite 450
Atlanta, Georgia 30339

We hereby consent, as independent public accountants, to the incorporation into
this Registration Statement on Form S-3 of our report dated March 5, 1997, on
the financial statements of Software Manufacturing Group, Inc. (and to all
references to our Firm), by reference to such report and in Infocure's Current
Report on Form 8-K dated January 15, 1998 and any amendment thereto.

/s/ Habif, Arogeti & Wynne, P.C.
-------------------------------------
HABIF, AROGETI & WYNNE, P.C.

Atlanta, Georgia
January 22, 1999

<PAGE>

<ARTICLE> 5

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