INFOMED HOLDINGS INC, 8-K, 1996-09-16

INFOMED HOLDINGS INC
8-K, 1996-09-16
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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported) September 5, 1996
----------------------------

InfoMed Holdings, Inc.
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(Exact name of registrant as specified in its charter)

Delaware 0-22162 22-3209241
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)

1180 S.W. 36th Avenue, Pompano Beach, Florida 33069
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (954) 974-0707
----------------------------

Not applicable
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(Former name or former address, if changed since last report)

<PAGE> 2
ITEM 5. OTHER EVENTS.

On September 5, 1996, InfoMed Holdings, Inc. ("InfoMed") and Simione
Central Holding, Inc. ("Simione") entered into an Agreement and Plan of Merger,
which was amended and restated on September 13, 1996 (the "Agreement"),
pursuant to which Simione will be merged with a wholly-owned subsidiary of
InfoMed. In connection therewith, each issued and outstanding share of Simione
common stock will be converted into and exchanged for the right to receive
.22021 shares of InfoMed common stock (the "Exchange Ratio"). Notwithstanding
the foregoing, any shares of Simione common stock held by InfoMed or any of its
subsidiaries, any shares held in treasury by Simione and any shares held by
subsidiaries of Simione will be cancelled and retired and no consideration will
be issued in exchange therefor. In addition, any shareholders of Simione who
fail to deliver certain representations in connection with the receipt of
InfoMed common stock in the merger will receive cash in lieu of shares of
InfoMed common stock; provided that a condition to the closing of this
trasnsaction is that the holders of no more than 5% of Simione common stock so
act. The amount of any such cash payment will be based on the value of InfoMed
common stock on the last trading day immediately preceeding the closing of the
merger. Under the terms of the Agreement, all outstanding options and warrants
to purchase Simione common stock will be converted into the right to purchase
shares of InfoMed common stock; provided that the number of shares to be so
purchased and the respective exercise prices thereof shall be adjusted by the
Exchange Ratio.

The transaction is subject to approval by the shareholders of Simione,
appropriate regulatory approvals and the satisfaction of certain other
conditions contained in the Agreement.

InfoMed, founded in 1969, is a leading provider of home health care
information systems with over 500 locations using its products. InfoMed serves
stand-alone, hospital based and multi-office home health providers including
certified, private duty, staffing, HME, IV therapy, hospice agencies, providing
complete turnkey solutions which address all aspects of the home care
operations including accounting, scheduling and medical records. Additionally,
InfoMed is the industry leader in document imaging and telephony applications
in homecare. InfoMed has offices in Pompano Beach, FL and maintains a
nationwide staff of installation, training and sales professionals.

Simione provides business solutions to the home health care industry
through information systems, consulting, training and support services.
Simione currently serves over 400 customers nationwide, supporting both
hospital-based and free standing home care agencies. Simione has offices in
Georgia, Connecticut, Massachusetts and Texas.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

2.1 - Amended and Restated Agreement and Plan of Merger, dated as
of September 5, 1996, by and among InfoMed Holdings, Inc., Simione
Central Holding, Inc. and InfoSub, Inc.

-2-

<PAGE> 3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

INFOMED HOLDINGS, INC.

By: /s/ Barrett C. O'Donnell
-------------------------------
Barrett C. O'Donnell
Chief Executive Officer

Dated: September 13, 1996
-----------------------

-3-

<PAGE> 4

EXHIBIT INDEX

Exhibit Sequential
Number Description Page Number
- ------ ----------- -----------
<S> <C> <C>
2.1 Amended and Restated Agreement and Plan of
Merger, dated as of September 5, 1996,
by and among InfoMed Holdings, Inc.,
Simione Central Holding, Inc. and
InfoSub, Inc.
</TABLE>

-4-

<PAGE> 1

EXHIBIT NUMBER 2.1

-5-
<PAGE> 2

AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

INFOMED HOLDINGS, INC.,

SIMIONE CENTRAL HOLDING, INC.

AND

INFOSUB, INC.

DATED AS OF SEPTEMBER 5, 1996
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
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<S> <C>
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 1 - THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Conversion of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Shares Held by SCHI or InfoMed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.5 Dissenting Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.6 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.7 Conversion of Stock Options and Warrants; Restricted Stock . . . . . . . . . . . . . . . . . 3
1.8 Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.9 Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 2 - MANAGEMENT AFTER THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.1 Directors of SCHI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.2 Officers of SCHI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.3 Board of Directors of InfoMed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.4 Officers of InfoMed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 2 - CLOSING; EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.1 Time and Place of Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.2 Exchange of SCHI Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF SCHI . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.1 Organization, Standing, and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.2 Authority; No Breach By Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.3 Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.4 SCHI Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.6 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.7 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.8 Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.9 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.10 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.11 Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.12 Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.13 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.14 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.15 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.16 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.17 Statements True and Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.18 Tax and Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.19 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.20 Charter Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>

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<TABLE>
<S> <C>
ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF INFOMED . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.1 Organization, Standing, and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.2 Authority; No Breach By Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.3 Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.4 InfoMed Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.5 SEC Filings; Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.6 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.7 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.8 Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.9 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.10 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.11 Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.12 Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.13 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.14 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.15 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.16 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.17 Statements True and Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.18 Authority of Infosub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.19 Tax and Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.20 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.21 Charter Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE 6 - CONDUCT OF BUSINESS PENDING CONSUMMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.1 Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.2 Negative Covenants of SCHI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.3 Negative Covenants of InfoMed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.4 Adverse Changes in Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
6.5 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
ARTICLE 7 - ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
7.1 Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
7.3 Applications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
7.3 Filings with State Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.4 Agreement as to Efforts to Consummate . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.5 Investigation and Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.6 Press Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.7 Certain Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.8 Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.9 Certain Rights of Certain InfoMed Shareholders . . . . . . . . . . . . . . . . . . . . . . . 37
7.10 Large Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
ARTICLE 8 - CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE . . . . . . . . . . . . . . . . . . . . . . 38
8.1 Conditions to Obligations of Each Party . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.2 Conditions to Obligations of InfoMed . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.3 Conditions to Obligations of SCHI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
</TABLE>

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<PAGE> 5
<TABLE>
<S> <C>
ARTICLE 9 - TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
9.3 Non-Survival of Representations and Covenants . . . . . . . . . . . . . . . . . . . . . . . 43
ARTICLE 10 - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
11.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
10.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.3 Brokers and Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.4 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
10.5 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
10.6 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
10.7 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
10.8 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
10.9 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
10.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
10.11 Captions; Articles and Sections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
10.12 Interpretations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
10.13 Enforcement of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
10.14 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
</TABLE>

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<PAGE> 6

LIST OF EXHIBITS

EXHIBIT NUMBER DESCRIPTION

1. Form of SCHI Non-Accredited Shareholder Supplement (Section
3.2(a)).

2 Form of SCHI Accredited Shareholder Supplement (Section
3.2(a)).

3. Form of Registration Rights Agreement (Section 8.1(f)).

4. Matters as to which Powell, Goldstein, Frazer & Murphy will
opine (Section 8.1(g)).

** Exhibits and Schedules are not included with this filing. A copy of
any omitted exhibit or schedule will be furnished supplementally to
the Commission upon request.**

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<PAGE> 7
AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this
"Agreement") is made and entered into as of September 5, 1996, by and among
INFOMED HOLDINGS, INC. ("InfoMed"), a Delaware corporation; SIMIONE CENTRAL
HOLDING INC. ("SCHI"), a Georgia corporation; and, upon its organization and
execution of this Agreement, INFOSUB, INC. ("Infosub"), a Georgia corporation.

PREAMBLE

The respective Boards of Directors of SCHI and InfoMed are of the
opinion that the transactions described herein are in the best interests of the
parties to this Agreement and their respective shareholders. This Agreement
provides for the merger of Infosub with and into SCHI (the "Merger"). At the
effective time of the Merger, the outstanding shares of the capital stock of
SCHI shall be converted into the right to receive shares of the common stock of
InfoMed (except as provided herein). As a result, shareholders of SCHI shall
become shareholders of InfoMed and SCHI shall continue to conduct its business
and operations as a wholly owned subsidiary of InfoMed. The transactions
described in this Agreement are subject to the approvals of the shareholders of
SCHI and the satisfaction of certain other conditions described in this
Agreement.

It is the intention of the parties to this Agreement that the
Merger for federal income tax purposes shall qualify as a "reorganization"
within the meaning of Section 368(a) of the Internal Revenue Code.

Certain terms used in this Agreement are defined in Section 10.1.

On September 5, 1996, InfoMed and SCHI signed the original
Agreement and Plan of Merger and such parties desire to amend and restate such
Agreement as of such date, whereupon this Amended and Restated Agreement and
Plan of Merger is being executed on September 13, 1996, as of September 5,
1996.

ARTICLE 1
THE MERGER

1.1 MERGER. Subject to the terms and conditions of this
Agreement at the Effective Time, Infosub shall be merged with and into SCHI in
accordance with the provisions of Section 14-2-1101 of the GBCC and with the
effect provided in Section 14-2-1106 of the GBCC (the "Merger"). SCHI shall be
the surviving corporation resulting from the Merger (the "Surviving
Corporation") and shall become a wholly-owned Subsidiary of InfoMed and shall
continue to be governed by the Laws of the State of Georgia. The Merger shall
be consummated pursuant to the terms of this Agreement which has been approved
and adopted by the respective Boards of Directors of SCHI and InfoMed, and
which, prior to the Effective Time, will have been approved and adopted by
Infosub and by InfoMed, as the sole shareholder of Infosub.

1.2 EFFECTIVE TIME. The Merger shall become effective on the
date and at the time the Certificate of Merger reflecting the Merger shall
become effective with the Secretary of State of the State of Georgia (the
"Effective Time").
<PAGE> 8

1.3 CONVERSION OF SHARES. Subject to the provisions of this
Section 1.3, at the Effective Time, by virtue of the Merger and without any
action on the part of InfoMed, SCHI, Infosub or the shareholders of any of the
foregoing, the shares of the constituent corporations shall be converted as
follows:

(a) Each share of InfoMed Capital Stock issued and
outstanding immediately prior to the Effective Time shall remain issued
and outstanding from and after the Effective Time.

(b) Each share of Infosub Common Stock issued and
outstanding immediately prior to the Effective Time shall cease to be
outstanding and shall be converted into one share of SCHI Common Stock.

(c) Each share of SCHI Common Stock, excluding shares
held by any SCHI Company or any InfoMed Company, excluding shares held by
shareholders who perfect their statutory dissenters' rights as provided
in Section 1.5, and excluding shares held by holders of SCHI Common Stock
who have not delivered to SCHI and InfoMed either an SCHI Accredited
Shareholder Supplement or an SCHI Non-Accredited Shareholder Supplement
in accordance with Section 3.2, issued and outstanding immediately prior
to the Effective Time shall cease to be outstanding and shall be
converted into and exchanged for the right to receive .22021 shares of
InfoMed Common Stock (the "Exchange Ratio").

(d) Each share of SCHI Common Stock held by a holder who
fails to deliver to SCHI and InfoMed either an SCHI Accredited Shareholder
Supplement or an SCHI Non-Accredited Shareholder Supplement in accordance
with Section 3.2, issued and outstanding immediately prior to the
Effective Time shall cease to be outstanding and shall be converted into
and exchanged for the right to receive a cash payment equal to (i) the
product of the Exchange Ratio and (ii) the average of the bid and ask
prices of InfoMed Common Stock on the principal market on which InfoMed
Common Stock is traded (as reported by Nasdaq or, if not reported
thereby, any other authoritative source selected by agreement of the
Parties) on the last trading day preceding the Effective Time.

1.4 SHARES HELD BY SCHI OR INFOMED. Each of the shares of SCHI
Common Stock held by any SCHI Company or by any InfoMed Company shall be
canceled and retired at the Effective Time and no consideration shall be issued
in exchange therefor.

1.5 DISSENTING SHAREHOLDERS. Any holder of shares of SCHI
Common Stock who perfects such holder's dissenters' rights in accordance with
and as contemplated by Section 14-2-1302 of the GBCC with respect to holders of
the SCHI Common Stock shall be entitled to receive the value of such shares in
cash as determined pursuant to such provision of Law; provided, however, that
no such payment shall be made to any dissenting shareholder unless and until
such dissenting shareholder has complied with the applicable provisions of Law
and surrendered to SCHI the certificate or certificates representing the shares
for which payment is being made. In the event that after the Effective Time a
dissenting shareholder of SCHI fails to

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<PAGE> 9

perfect, or effectively withdraws or loses, his right to appraisal of and
payment for his shares, InfoMed shall issue and deliver the consideration to
which such holder of shares of SCHI Common Stock is entitled under Section 1.3
(without interest) upon surrender by such holder of the certificate or
certificates representing shares of SCHI Common Stock held by such holder. If
and to the extent required by applicable Law, SCHI will establish (or cause to
be established) an escrow account with an amount sufficient to satisfy the
maximum aggregate payment that may be required to be paid to dissenting
shareholders. Upon satisfaction of all claims of dissenting shareholders, the
remaining escrowed amount, reduced by payment of the fees and expenses of the
escrow agent, will be returned to SCHI.

1.6 FRACTIONAL SHARES. notwithstanding any other provision of
this agreement, each holder of shares of schi common stock exchanged pursuant
to the merger who would otherwise have been entitled to receive a fraction of a
share of infomed common stock (after taking into account all certificates
delivered by such holder) shall receive, in lieu thereof, cash (without
interest) in an amount equal to such fractional part of a share of infomed
common stock multiplied by the market value of one share of infomed common
stock at the effective time. The market value of one share of infomed common
stock at the effective time shall be the average of the bid and ask prices of
infomed common stock on the principal market on which infomed common stock is
traded (as reported by nasdaq or, if not reported thereby, any other
authoritative source selected by schi) on the last trading day preceding the
effective time. No such holder will be entitled to dividends, voting rights,
or any other rights as a shareholder in respect of any fractional shares.

1.7 CONVERSION OF STOCK OPTIONS AND WARRANTS; RESTRICTED STOCK.

(a) At the Effective Time, each option or other right to
purchase shares of SCHI Common Stock pursuant to stock options ("SCHI Options")
whether granted by SCHI under the SCHI Stock Plans or otherwise, which are
outstanding at the Effective Time, whether or not exercisable, shall be
converted into and become rights with respect to InfoMed Common Stock, and
InfoMed shall assume each SCHI Option, in accordance with the terms of the SCHI
Stock Plan or other stock option agreement by which it is evidenced, except
that from and after the Effective Time, (i) InfoMed and the appropriate InfoMed
committee of its Board of Directors shall be substituted for SCHI and the
Committee of SCHI's Board of Directors (including, if applicable, the entire
Board of Directors of SCHI) for purposes of administering such SCHI Stock Plan,
(ii) each SCHI Option assumed by InfoMed may be exercised solely for shares of
InfoMed Common Stock (or cash, if so provided under the terms of such SCHI
Option), (iii) the number of shares of InfoMed Common Stock subject to such
SCHI Option shall be equal to the number of shares of SCHI Common Stock subject
to such SCHI Option immediately prior to the Effective Time multiplied by the
Exchange Ratio and rounding down to the nearest whole share, and (iv) the per
share exercise price under each such SCHI Option shall be adjusted by dividing
the per share exercise price under each such SCHI Option by the Exchange Ratio
and rounding up to the nearest cent. In addition, notwithstanding the
provisions of clauses (iii) and (iv) of the first sentence of this Section
1.7(a), each SCHI Option which is an "incentive stock option" shall be adjusted
as required by Section 424 of the Internal Revenue Code, and the regulations
promulgated thereunder, so as not to constitute a modification, extension or
renewal of the

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<PAGE> 10

option, within the meaning of Section 424(h) of the Internal Revenue Code.
Each of SCHI and InfoMed agrees to take all necessary steps to effectuate the
foregoing provisions of this Section 1.7(a), including using its reasonable
efforts to obtain from each holder of an SCHI Option any Consent or Contract
that may be deemed necessary or advisable in order to effect the transactions
contemplated by this Section 1.7(a). Anything in this Agreement to the
contrary notwithstanding, InfoMed shall have the right, in its sole discretion,
not to deliver the consideration provided in this Section 1.7(a) to a former
holder of an SCHI Option who has not delivered such Consent or Contract. As
soon as practicable after the Effective Time, InfoMed shall deliver to the
participants in each SCHI Stock Plan an appropriate notice setting forth such
participant's rights pursuant thereto and the grants subject to such SCHI Stock
Plan shall continue in effect on the same terms and conditions (subject to the
adjustments required by this Section 1.7(a) after giving effect to the Merger),
and InfoMed shall comply with the terms of each SCHI Stock Plan to ensure, to
the extent required by, and subject to the provisions of, such SCHI Stock Plan,
that SCHI Options which qualified as incentive stock options prior to the
Effective Time continue to qualify as incentive stock options after the
Effective Time. At or prior to the Effective Time, InfoMed shall take all
corporate action necessary to reserve for issuance sufficient shares of InfoMed
Common Stock for delivery upon exercise of SCHI Options assumed by it in
accordance with this Section 1.7 As soon as practicable after the Effective
Time, InfoMed shall file a registration statement on Form S-8 (or any successor
or other appropriate forms), with respect to the shares of InfoMed Common Stock
subject to SCHI Options and shall use its reasonable efforts to maintain the
effectiveness of such registration statements (and maintain the current status
of the prospectus or prospectuses contained therein) for so long as such
options remain outstanding. With respect to those individuals who subsequent
to the Merger will be subject to the reporting requirements under Section 16(a)
of the 1934 Act, where applicable, InfoMed shall administer the SCHI Stock Plan
assumed pursuant to this Section 1.7 in a manner that complies with Rule 16b-3
promulgated under the 1934 Act.

(b) At the Effective Time, each warrant or other right to
purchase shares of SCHI Common Stock pursuant to warrants ("SCHI Warrants")
granted by SCHI which are outstanding at the Effective Time, whether or not
exercisable, shall be converted into and become rights with respect to InfoMed
Common Stock, and InfoMed shall assume each SCHI Warrant, in accordance with
the terms of the warrant agreement by which it is evidenced, except that from
and after the Effective Time, (i) each SCHI Warrant assumed by InfoMed may be
exercised solely for shares of InfoMed Common Stock (or cash, if so provided
under the terms of such SCHI Warrant), (ii) the number of shares of InfoMed
Common Stock subject to such SCHI Warrant shall be equal to the number of
shares of SCHI Common Stock subject to such SCHI Warrant immediately prior to
the Effective Time multiplied by the Exchange Ratio, and (iii) the per share
exercise price under each such SCHI Warrant shall be adjusted by dividing the
per share exercise price under each such SCHI Warrant by the Exchange Ratio and
rounding up to the nearest cent. Notwithstanding the provisions of clause (ii)
of the preceding sentence, InfoMed shall not be obligated to issue any fraction
of a share of InfoMed Common Stock upon exercise of SCHI Warrants and any
fraction of a share of InfoMed Common Stock that otherwise would be subject to
a converted SCHI Warrant shall represent the right to receive a cash payment
upon exercise of such converted SCHI Warrant equal to the product of such
fraction and the difference between the market value of one share of InfoMed
Common Stock at the time of exercise of such SCHI

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<PAGE> 11

Warrant and the per share exercise price of such SCHI Warrant. The market
value of one share of InfoMed Common Stock at the time of exercise of an SCHI
Warrant shall be the last sale price of such common stock on the principal
trading market on which InfoMed Common Stock is traded (as reported by Nasdaq
or, if not reported thereby, any other authoritative source selected by
InfoMed) on the last trading day preceding the date of exercise. Each of SCHI
and InfoMed agrees to take all necessary steps to effectuate the foregoing
provisions of this Section 1.7(b), including using its reasonable efforts to
obtain from each holder of an SCHI Warrant any Consent or Contract that may be
deemed necessary or advisable in order to effect the transactions contemplated
by this Section 1.7(b). Anything in this Agreement to the contrary
notwithstanding, InfoMed shall have the right, in its sole discretion, not to
deliver the consideration provided in this Section 1.7(b) to a former holder of
an SCHI Warrant who has not delivered such Consent or Contract. As soon as
practicable after the Effective Time, InfoMed shall deliver to each holder of
record of an SCHI Warrant an appropriate notice setting forth such holder's
rights pursuant thereto and such warrants shall continue in effect on the same
terms and conditions (subject to the adjustments required by this Section
1.7(b) after giving effect to the Merger). At or prior to the Effective Time,
InfoMed shall take all corporate action necessary to reserve for issuance
sufficient shares of InfoMed Common Stock for delivery upon exercise of SCHI
Warrants assumed by it in accordance with this Section 1.7(b).

(c) All contractual restrictions or limitations on
transfer with respect to SCHI Common Stock awarded under the SCHI Stock Plan,
the SCHI Warrants or any other plan, program, Contract or arrangement of any
SCHI Company, to the extent that such restrictions or limitations shall not
have already lapsed (whether as a result of the Merger or otherwise), and
except as otherwise expressly provided in such plan, program, Contract or
arrangement, shall remain in full force and effect with respect to shares of
InfoMed Common Stock into which such restricted stock is converted pursuant to
Section 1.3.

1.8 CHARTER. The Articles of Incorporation of SCHI, as in
effect at the Effective Time, shall continue in full force and effect following
the Effective Time as the Articles of Incorporation of the Surviving
Corporation until duly amended or repealed as provided by law or by such
Articles of Incorporation.

1.9 BYLAWS. The Bylaws of SCHI in effect immediately prior to
the Effective Time shall be the Bylaws of the Surviving Corporation until duly
amended or repealed.

ARTICLE 2
MANAGEMENT AFTER THE MERGER

2.1 DIRECTORS OF SCHI. The directors of SCHI in office
immediately prior to the Effective Time, together with such additional persons
as may thereafter be elected, shall serve as the directors of the Surviving
Corporation from and after the Effective Time in accordance with the Bylaws of
the Surviving Corporation.

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<PAGE> 12

2.2 OFFICERS OF SCHI. The officers of SCHI in office
immediately prior to the Effective Time, together with such additional persons
as may thereafter be elected, shall serve as the officers of the Surviving
Corporation from and after the Effective Time in accordance with the Bylaws of
the Surviving Corporation.

2.3 BOARD OF DIRECTORS OF INFOMED. Prior to the Effective Time,
the Board of Directors of InfoMed shall have taken all corporate action
necessary to cause the Board of Directors of InfoMed to consist of the
following persons effective as of the Effective Time until successor directors
have been duly elected and have taken office:

(i) Gary M. Bremer, Chairman;
(ii) William J. Simione, Jr., Vice Chairman;
(iii) James R. Henderson;
(iv) Barrett C. O'Donnell; and
(v) Murali Anantharaman.

2.4 OFFICERS OF INFOMED. Prior to the Effective Time, the
Board of Directors of InfoMed shall have taken all corporate action necessary
to cause the following persons to serve as officers of InfoMed in the offices
appearing next to such person's name effective as of the Effective Time until
the Board of Directors of InfoMed shall have elected and appointed a
replacement officer:

<TABLE>
<S> <C>
Gary M. Bremer Chief Executive Officer and Chairman
James R. Henderson President
William J. Simione, Jr. Executive Vice President
Gary W. Rasmussen Chief Operating Officer
Lori N. Siegel Chief Financial Officer and Treasurer
James A. Tramonte General Counsel and Secretary
</TABLE>

ARTICLE 3
CLOSING; EXCHANGE OF SHARES

3.1 TIME AND PLACE OF CLOSING. The closing of the transactions
contemplated in Article 1 (the "Closing") will take place at 9:00 A.M. on the
date that the Effective Time occurs (or the immediately preceding day if the
Effective Time is earlier than 9:00 A.M.), or at such other time as the
Parties, acting through their authorized officers, may mutually agree. The
Closing shall be held at such location as may be mutually agreed upon by the
Parties. Subject to the terms and conditions hereof, unless otherwise mutually
agreed upon in writing by the authorized officers of each Party, the Parties
shall use their reasonable efforts to cause the Effective Time to occur not
later than the third business day following the last to occur of (a) the
effective date (including expiration of any applicable waiting period) of the
last required Consent of any Regulatory Authority having authority over and
approving or exempting the Merger, and (b) the date on which the shareholders
of SCHI approve this Agreement and the transactions

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<PAGE> 13

contemplated hereby, to the extent such approval is required by applicable Law;
provided, that the Effective Time shall not occur earlier than October 1, 1996.

3.2 EXCHANGE OF SCHI SHARES

(A) EXCHANGE PROCEDURES. Promptly after the Effective
Time, the Parties shall cause Continental Stock Transfer & Trust Company (the
"Exchange Agent") to mail to the former shareholders of SCHI appropriate
transmittal materials which shall contain, (i) for those SCHI Non-Accredited
Shareholders who have not previously executed and delivered to InfoMed an SCHI
Non-Accredited Shareholder Supplement, an SCHI Non-Accredited Shareholder
Supplement substantially in the form of Exhibit 1, (ii) for those SCHI
Accredited shareholders who have not previously executed and delivered to
InfoMed an SCHI Accredited Shareholder Supplement, an SCHI Accredited
Shareholder Supplement substantially in the form of Exhibit 2, and shall
specify that delivery shall be effected, and risk of loss and title to the
certificates theretofore representing shares of SCHI Common Stock shall pass,
only upon proper delivery of such certificates to the Exchange Agent. The
Exchange Agent may establish reasonable and customary rules and procedures in
connection with its duties. After the Effective Time, each holder of shares of
SCHI Common Stock (other than shares to be canceled pursuant to Section 1.4 or
as to which statutory dissenters' rights have been perfected as provided in
Section 1.5) issued and outstanding at the Effective Time shall surrender the
certificate or certificates representing such shares to the Exchange Agent and
shall promptly upon surrender thereof receive in exchange therefor the
consideration provided in Section 1.3(c), together with all undelivered
dividends or distributions in respect of such shares (without interest thereon)
pursuant to Section 3.2(b); provided, however, that no holder of shares of SCHI
Common Stock shall receive such consideration until such holder has delivered
to InfoMed an executed SCHI Non-Accredited Shareholder Supplement or SCHI
Accredited Shareholder Supplement, as the case may be. If InfoMed has not
received an executed SCHI Non-Accredited Shareholder Supplement or an executed
SCHI Accredited Shareholder Supplement from a holder of shares of SCHI Common
Stock after SCHI and InfoMed have taken reasonable efforts to obtain such SCHI
Non-Accredited Shareholder Supplement or SCHI Accredited Shareholder
Supplement, then not earlier than 30 days after the Effective Time, the
Exchange Agent shall pay to such holder of shares of SCHI Common Stock, in lieu
of shares of InfoMed Common Stock, cash in accordance with Section 1.3(d). To
the extent required by Section 1.6, each holder of shares of SCHI Common Stock
issued and outstanding at the Effective Time also shall receive, upon surrender
of the certificate or certificates representing such shares, cash in lieu of
any fractional share of InfoMed Common Stock to which such holder may be
otherwise entitled (without interest). InfoMed shall not be obligated to
deliver the consideration to which any holder of SCHI Common Stock is entitled
as a result of the Merger until such holder surrenders such holder's
certificate or certificates representing the shares of SCHI Common Stock for
exchange as provided in this Section 3.2(a). The certificate or certificates
of SCHI Common Stock so surrendered shall be duly endorsed as the Exchange
Agent may require. Any other provision of this Agreement notwithstanding,
neither InfoMed nor the Exchange Agent shall be liable to a holder of SCHI
Common Stock for any amounts paid or property delivered in good faith to a
public official pursuant to any applicable abandoned property Law. Adoption of
this Agreement by the shareholders of SCHI shall constitute ratification of the
appointment of the Exchange Agent.

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<PAGE> 14

(B) RIGHTS OF FORMER SCHI SHAREHOLDERS. At the Effective
Time, the stock transfer books of SCHI shall be closed as to holders of SCHI
Common Stock immediately prior to the Effective Time and no transfer of SCHI
Common Stock by any such holder shall thereafter be made or recognized. Until
surrendered for exchange in accordance with the provisions of Section 3.2(a),
each certificate theretofore representing shares of SCHI Common Stock (other
than shares to be canceled pursuant to Sections 1.4 and 1.5) shall from and
after the Effective Time represent for all purposes only the right to receive
the consideration provided in Sections 1.3 and 1.6 in exchange therefor,
subject, however, to SCHI's obligation to pay any dividends or make any other
distributions with a record date prior to the Effective Time which have been
declared or made by SCHI in respect of such shares of SCHI Common Stock in
accordance with the terms of this Agreement and which remain unpaid at the
Effective Time. To the extent permitted by Law, former shareholders of record
of SCHI shall be entitled to vote after the Effective Time at any meeting of
InfoMed shareholders the number of whole shares of InfoMed Common Stock into
which their respective shares of SCHI Common Stock are converted, regardless of
whether such holders have exchanged their certificates representing SCHI Common
Stock for certificates representing InfoMed Common Stock in accordance with the
provisions of this Agreement. Whenever a dividend or other distribution is
declared by InfoMed on the InfoMed Common Stock, the record date for which is
at or after the Effective Time, the declaration shall include dividends or
other distributions on all shares of InfoMed Common Stock issuable pursuant to
this Agreement, but no dividend or other distribution payable to the holders of
record of InfoMed Common Stock as of any time subsequent to the Effective Time
shall be delivered to the holder of any certificate representing shares of SCHI
Common Stock issued and outstanding at the Effective Time until such holder
surrenders such certificate for exchange as provided in Section 3.2(a).
However, upon surrender of such SCHI Common Stock certificate, both the InfoMed
Common Stock certificate (together with all such undelivered dividends or other
distributions without interest) and any undelivered dividends and cash payments
payable hereunder (without interest) shall be delivered and paid with respect
to each share represented by such certificate.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SCHI

SCHI hereby represents and warrants to InfoMed as follows:

4.1 ORGANIZATION, STANDING, AND POWER. SCHI is a corporation
duly organized, validly existing, and in good standing under the Laws of the
State of Georgia, and has the corporate power and authority to carry on its
business as now conducted and to own, lease and operate its Assets. SCHI is
duly qualified or licensed to transact business as a foreign corporation in
good standing in the States of the United States and foreign jurisdictions
where the character of its Assets or the nature or conduct of its business
requires it to be so qualified or licensed, except for such jurisdictions in
which the failure to be so qualified or licensed is not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on SCHI.

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<PAGE> 15

4.2 AUTHORITY; NO BREACH BY AGREEMENT.

(a) SCHI has the corporate power and authority necessary
to execute, deliver, and perform its obligations under this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated herein, including the Merger, have been duly and validly
authorized by all necessary corporate action in respect thereof on the part of
SCHI, subject to the approval of this Agreement by the holders of a majority of
the outstanding shares of SCHI Common Stock, which is the only shareholder vote
required for approval of this Agreement and consummation of the Merger by SCHI.
Subject to such requisite shareholder approval, this Agreement represents the
legal, valid, and binding obligation of SCHI, enforceable against SCHI in
accordance with its terms (except in all cases as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, receivership,
conservatorship, moratorium, or similar Laws affecting the enforcement of
creditors' rights generally and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding may be brought).

(b) Neither the execution and delivery of this Agreement
by SCHI, nor the consummation by SCHI of the transactions contemplated hereby,
nor compliance by SCHI with any of the provisions hereof, will (i) conflict
with or result in a breach of any provision of SCHI's Articles of Incorporation
or Bylaws, or (ii) except as disclosed in Section 4.2 of the SCHI Disclosure
Memorandum, constitute or result in a Default under, or require any Consent
pursuant to, or result in the creation of any Lien on any Asset of any SCHI
Company under, any Contract or Permit of any SCHI Company or, (iii) subject to
receipt of the requisite Consents referred to in Section 8.1(a), violate any
Law or Order applicable to any SCHI Company or any of their respective material
Assets.

(c) Other than in connection or compliance with the
provisions of the Securities Laws, applicable state corporate and securities
Laws, and other than Consents required from Regulatory Authorities, and other
than notices to or filings with the Internal Revenue Service or the Pension
Benefit Guaranty Corporation with respect to any employee benefit plans, no
notice to, filing with, or Consent of, any public body or authority is
necessary for the consummation by SCHI of the Merger and the other transactions
contemplated in this Agreement.

4.3 CAPITAL STOCK.

(a) The authorized capital stock of SCHI consists of (i)
100,000,000 shares of SCHI Class A Common Stock, of which 33,953,345 shares are
issued and outstanding as of the date of this Agreement, and (ii) one share of
SCHI Class B Common Stock, which share is issued and outstanding as of the date
of this Agreement. All of the issued and outstanding shares of capital stock
of SCHI are duly and validly issued and outstanding and are fully paid and
nonassessable. None of the outstanding shares of capital stock of SCHI has
been issued in violation of any preemptive rights of the current or past
shareholders of SCHI.

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<PAGE> 16

(b) Except as set forth in Section 4.3(a) or as disclosed
in Section 4.3 of the SCHI Disclosure Memorandum, there are no shares of
capital stock or other equity securities of SCHI outstanding and no outstanding
Rights relating to the capital stock of SCHI.

4.4 SCHI SUBSIDIARIES. SCHI has disclosed in Section 4.4 of the
SCHI Disclosure Memorandum all of the SCHI Subsidiaries as of the date of this
Agreement, identifying its jurisdiction of incorporation, each jurisdiction in
which the character of its Assets or the nature or conduct of its business
requires it to be qualified and/or licensed to transact business, and the
number of shares owned and percentage ownership interest represented by such
share ownership. Except as disclosed in Section 4.4 of the SCHI Disclosure
Memorandum, SCHI or one of its Subsidiaries owns all of the issued and
outstanding shares of capital stock (or other equity interests) of each SCHI
Subsidiary. No capital stock (or other equity interest) of any SCHI Subsidiary
is or may become required to be issued (other than to another SCHI Company) by
reason of any Rights, and there are no Contracts by which any SCHI Subsidiary
is bound to issue (other than to another SCHI Company) additional shares of its
capital stock (or other equity interests) or Rights or by which any SCHI
Company is or may be bound to transfer any shares of the capital stock (or
other equity interests) of any SCHI Subsidiary (other than to another SCHI
Company). There are no Contracts relating to the rights of any SCHI Company to
vote or to dispose of any shares of the capital stock (or other equity
interests) of any SCHI Subsidiary. All of the shares of capital stock (or
other equity interests) of each SCHI Subsidiary held by an SCHI Company are
fully paid and nonassessable and are owned by the SCHI Company free and clear
of any Lien. Except as disclosed in Section 4.4 of the SCHI Disclosure
Memorandum, each SCHI Subsidiary is a corporation, duly organized, validly
existing, and in good standing under the Laws of the jurisdiction in which it
is incorporated, and has the corporate power and authority necessary for it to
own, lease, and operate its Assets and to carry on its business as now
conducted. Each SCHI Subsidiary is duly qualified or licensed to transact
business as a foreign corporation in good standing in the States of the United
States and foreign jurisdictions where the character of its Assets or the
nature or conduct of its business requires it to be so qualified or licensed,
except for such jurisdictions in which the failure to be so qualified or
licensed is not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on SCHI. The minute book and other organizational
documents for each SCHI Subsidiary have been made available to InfoMed for its
review, and, except as disclosed in Section 4.4 of the SCHI Disclosure
Memorandum, are true and complete as in effect as of the date of this Agreement
and accurately reflect all amendments thereto and all proceedings of the Boards
of Directors and shareholders thereof.

4.5 FINANCIAL STATEMENTS. Each of the SCHI Financial Statements
(including, in each case, any related notes) was or, in the case of the SCHI
Audited Statements, will be prepared in accordance with GAAP applied on a
consistent basis throughout the periods involved (except as may be indicated in
the notes to such financial statements), and fairly presented or, in the case
of the SCHI Audited Statements, will present in all material respects the
consolidated financial position of SCHI and its Subsidiaries as at the
respective dates and the consolidated results of operations and cash flows for
the periods indicated, except that the unaudited interim financial statements
were or are subject to normal and recurring year-end adjustments which were not
or are not expected to be material in amount or effect.

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<PAGE> 17

4.6 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since June 30, 1996,
except as disclosed in the SCHI Financial Statements delivered prior to the
date of this Agreement or as disclosed in Section 4.6 of the SCHI Disclosure
Memorandum, (a) there have been no events, changes, or occurrences which have
had, or are reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on SCHI, and (b) the SCHI Companies have not taken any
action, or failed to take any action, prior to the date of this Agreement,
which action or failure, if taken after the date of this Agreement, would
represent or result in a material breach or violation of any of the covenants
and agreements of SCHI provided in Article 6.

4.7 TAX MATTERS.

(a) All Tax Returns required to be filed by or on behalf
of any of the SCHI Companies have been timely filed or requests for extensions
have been timely filed, granted, and have not expired for periods ended on or
before December 31, 1995, and on or before the date of the most recent fiscal
year end immediately preceding the Effective Time, and all Tax Returns filed
are complete and accurate. All Taxes shown on filed Tax Returns have been
paid. There is no audit examination, deficiency, or refund Litigation with
respect to any Taxes except as reserved against in the SCHI Financial
Statements or as disclosed in Section 4.7 of the SCHI Disclosure Memorandum.
All Taxes and other Liabilities due with respect to completed and settled
examinations or concluded Litigation have been paid. There are no Liens with
respect to Taxes upon any of the Assets of the SCHI Companies.

(b) None of the SCHI Companies has executed an extension
or waiver of any statute of limitations on the assessment or collection of any
Tax due (excluding such statutes that relate to years currently under
examination by the Internal Revenue Service or other applicable taxing
authorities) that is currently in effect.

(c) The provision for any Taxes due or to become due for
any of the SCHI Companies for the period or periods through and including the
date of the respective SCHI Financial Statements that has been made and is
reflected on such SCHI Financial Statements is sufficient to cover all such
Taxes.

(d) Deferred Taxes of the SCHI Companies have been
provided for in accordance with GAAP.

(e) Except as disclosed in Section 4.7 of the SCHI
Disclosure Memorandum, none of the SCHI Companies is a party to any Tax
allocation or sharing agreement and none of the SCHI Companies has been a
member of an affiliated group filing a consolidated federal income Tax Return
(other than a group the common parent of which was SCHI) or has any Liability
for Taxes of any Person (other than SCHI and its Subsidiaries) under Treasury
Regulation Section 1.1502-6 (or any similar provision of state, local or
foreign Law) as a transferee or successor or by Contract or otherwise.

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<PAGE> 18

(f) Each of the SCHI Companies is in compliance with, and
its records contain all information and documents (including properly completed
IRS Forms W-9) necessary to comply with, all applicable information reporting
and Tax withholding requirements under federal, state, and local Tax Laws, and
such records identify with specificity all accounts subject to backup
withholding under Section 3406 of the Internal Revenue Code.

(g) Except as disclosed in Section 4.7 of the SCHI
Disclosure Memorandum, none of the SCHI Companies has made any payments, is
obligated to make any payments, or is a party to any Contract that could
obligate it to make any payments that would be disallowed as a deduction under
Section 280G or 162(m) of the Internal Revenue Code.

(h) There has not been an ownership change, as defined in
Internal Revenue Code Section 382(g), of the SCHI Companies that occurred
during or after any taxable period in which the SCHI Companies incurred a net
operating loss that carries over to any taxable period ending after December
31, 1994.

4.8 ASSETS. Except as disclosed in Section 4.8 of the SCHI
Disclosure Memorandum or as disclosed or reserved against in the SCHI Financial
Statements, the SCHI Companies have good and marketable title, free and clear
of all Liens, to all of their respective Assets. All tangible properties used
in the businesses of the SCHI Companies are in good condition, reasonable wear
and tear excepted, and are usable in the ordinary course of business consistent
with SCHI's past practices. Except as disclosed in Section 4.8 of the SCHI
Disclosure Memorandum, the accounts receivable of SCHI as set forth on the most
recent balance sheet included in the SCHI Financial Statements delivered prior
to the date of this Agreement or arising since the date thereof are valid and
genuine; have arisen solely out of bona fide sales and deliveries of goods,
performance of services and other business transactions in the ordinary course
of business consistent with past practice; are not subject to valid defenses,
set-offs or counterclaims; and, except in the case of contractually extended
payment terms, are collectible within 120 days after billing at the full
recorded amount thereof less, in the case of accounts receivable appearing on
the most recent balance sheet included in the SCHI Financial Statements
delivered prior to the date of this Agreement, the recorded allowance for bad
debts on such balance sheet. The allowance for bad debts on the such balance
sheet has been determined in accordance with GAAP. All Assets which are
material to SCHI's business on a consolidated basis, held under leases or
subleases by any of the SCHI Companies, are held under valid Contracts
enforceable in accordance with their respective terms (except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or other Laws affecting the enforcement of creditors' rights
generally and except that the availability of the equitable remedy of specific
performance or injunctive relief is subject to the discretion of the court
before which any proceedings may be brought), and each such Contract is in full
force and effect. SCHI currently maintains insurance in amounts, scope and
coverage which is adequate to meet the needs of the business of the SCHI
Companies. None of the SCHI Companies has received notice from any insurance
carrier that (i) any policy of insurance will be canceled or that coverage
thereunder will be reduced or eliminated, or (ii) premium costs with respect to
such policies of insurance will be substantially increased. There are
presently no claims from amounts exceeding in any individual case $1,000
pending under such policies of insurance and no notices of claims in

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<PAGE> 19

excess of such amounts have been given by any SCHI Company under such policies.
The Assets of the SCHI Companies include all Assets required to operate the
business of the SCHI Companies as presently conducted.

4.9 INTELLECTUAL PROPERTY. Each SCHI Company owns or has a
license or other right to use all of the Intellectual Property used by such
SCHI Company in the course of its business; and, for the Intellectual Property
licensed to an SCHI Company, SCHI has used such Intellectual Property in
accordance with the license grant. Each SCHI Company is the owner of or has a
license to sell or sublicense any Intellectual Property sold, licensed or
sublicensed to a third party by such SCHI Company in connection with such SCHI
Company's business operations, and such SCHI Company has the right to sell,
license or sublicense any such Intellectual Property. No SCHI Company is in
Default under any of its Intellectual Property licenses. No proceedings have
been instituted, or are pending or to the Knowledge of SCHI threatened, which
challenge the rights of any SCHI Company with respect to Intellectual Property
used, sold, licensed or sublicensed by such SCHI Company in the course of its
business, nor has any person claimed or alleged any rights to such Intellectual
Property. The use by the SCHI Companies of any Intellectual Property does not
infringe any proprietary rights of any person. Except as disclosed in Section
4.9 of the SCHI Disclosure Memorandum, no SCHI Company is obligated to pay any
recurring royalties to any Person with respect to any Intellectual Property.
Except as disclosed in Section 4.9 of the SCHI Disclosure Memorandum, every
officer, director, or employee of any SCHI Company is a party to a Contract
which requires such officer, director or employee to assign any right, title or
interest he or she may have in and to any Intellectual Property to an SCHI
Company and to keep confidential any trade secrets, proprietary data, customer
information, or other business information of an SCHI Company, and no such
officer, director or employee is party to any Contract with any Person other
than an SCHI Company which requires such officer, director or employee to
assign any interest in any Intellectual Property of an SCHI Company to any
Person other than an SCHI Company or to keep confidential any trade secrets,
proprietary data, customer information, or other business information of any
Person other than an SCHI Company. Except as disclosed in Section 4.9 of the
SCHI Disclosure Memorandum, no officer, director or, to the Knowledge of SCHI,
employee of any SCHI Company is party to any Contract which restricts or
prohibits such officer, director or employee from engaging in activities
competitive with any Person, including any SCHI Company.

4.10 ENVIRONMENTAL MATTERS.

(a) To the Knowledge of SCHI, each SCHI Company and its
Operating Properties are, and have been, in compliance with all Environmental
Laws.

(b) There is no Litigation pending or threatened before
any court, governmental agency, or authority or other forum in which any SCHI
Company or any of its Operating Properties (or SCHI in respect of such
Operating Property) has been or, with respect to threatened Litigation, may be
named as a defendant (i) for alleged noncompliance (including by any
predecessor) with any Environmental Law or (ii) relating to the release,
discharge, spillage, or disposal into the environment of any Hazardous
Material, whether or not occurring at, on, under,

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<PAGE> 20

adjacent to, or affecting (or potentially affecting) a site owned, leased, or
operated by any SCHI Company or any of its Operating Properties, nor is there
any reasonable basis for any Litigation of a type described in this sentence.

(c) During the period of (i) any SCHI Company's ownership
or operation of any of their respective current properties or (ii) any SCHI
Company's holding of a security interest in an Operating Property, there have
been no releases, discharges, spillages, or disposals of Hazardous Material in,
on, under, adjacent to, or affecting (or potentially affecting) such
properties. Prior to the period of (i) any SCHI Company's ownership or
operation of any of their respective current properties or (ii) any SCHI
Company's holding of a security interest in a Operating Property, to the
Knowledge of SCHI, there were no releases, discharges, spillages, or disposals
of Hazardous Material in, on, under, or affecting any such property, or
Operating Property.

4.11 COMPLIANCE WITH LAWS. Each SCHI Company has in effect all
Permits necessary for it to own, lease, or operate its Assets and to carry on
its business as now conducted, and there has occurred no Default under any such
Permit. Except as disclosed in Section 4.11 of the SCHI Disclosure Memorandum,
none of the SCHI Companies:

(a) is in Default under any of the provisions of its
Articles of Incorporation or Bylaws (or other governing instruments);

(b) is in Default under any Laws, Orders, or Permits
applicable to its business or employees conducting its business or

(c) since January 1, 1996, has received any notification
or communication from any agency or department of federal, state, or
local government or any Regulatory Authority or the staff thereof (i)
asserting that any SCHI Company is not in compliance with any of the Laws
or Orders which such governmental authority or Regulatory Authority
enforces, (ii) threatening to revoke any Permits, or (iii) requiring any
SCHI Company to enter into or consent to the issuance of a cease and
desist order, formal agreement, directive, commitment, or memorandum of
understanding, or to adopt any Board resolution or similar undertaking.

Copies of all material reports, correspondence, notices and other documents
relating to any inspection, audit, monitoring or other form of review or
enforcement action by a Regulatory Authority have been made available to
InfoMed.

4.12 LABOR RELATIONS. No SCHI Company is the subject of any
Litigation asserting that it or any other SCHI Company has committed an unfair
labor practice (within the meaning of the National Labor Relations Act or
comparable state law) or seeking to compel it or any other SCHI Company to
bargain with any labor organization as to wages or conditions of employment,
nor is any SCHI Company party to any collective bargaining agreement, nor is
there any strike or other labor dispute involving any SCHI Company, pending or
threatened, or to the Knowledge of

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<PAGE> 21

SCHI, is there any activity involving any SCHI Company's employees seeking to
certify a collective bargaining unit or engaging in any other organization
activity.

4.13 EMPLOYEE BENEFIT PLANS.

(a) SCHI has disclosed in Section 4.13 of the SCHI
Disclosure Memorandum, and has delivered or made available to InfoMed prior to
the execution of this Agreement copies in each case of, all pension,
retirement, profit-sharing, deferred compensation, stock option, employee stock
ownership, severance pay, vacation, bonus, or other incentive plan, all other
written employee programs, arrangements, or agreements, all medical, vision,
dental, or other health plans, all life insurance plans, and all other employee
benefit plans or fringe benefit plans, including "employee benefit plans" as
that term is defined in Section 3(3) of ERISA, currently or in the past four
years adopted, maintained by, sponsored in whole or in part by, or contributed
to by any SCHI Company or ERISA Affiliate thereof for the benefit of employees,
retirees, dependents, spouses, directors, independent contractors, or other
beneficiaries and under which employees, retirees, dependents, spouses,
directors, independent contractors, or other beneficiaries are eligible to
participate (collectively, the "SCHI Benefit Plans"). Any of the SCHI Benefit
Plans which is an "employee pension benefit plan," as that term is defined in
Section 3(2) of ERISA, is referred to herein as a "SCHI ERISA Plan." No SCHI
ERISA Plan is also a "defined benefit plan" (as defined in Section 414(j) of
the Internal Revenue Code) or a multiemployer plan within the meaning of
Section 3(37) of ERISA.

(b) All SCHI Benefit Plans are, and in their
administration have been since inception, in material compliance with the
applicable terms of ERISA, the Internal Revenue Code, and any other applicable
Laws. Except as set forth on Section 4.13 of the SCHI Disclosure Memorandum,
each SCHI ERISA Plan which is intended to be qualified under Section 401(a) of
the Internal Revenue Code has received a favorable determination letter from
the Internal Revenue Service, and SCHI is not aware of any circumstances likely
to result in revocation of any such favorable determination letter. No SCHI
Company has engaged in a transaction with respect to any SCHI Benefit Plan
that, assuming the taxable period of such transaction expired as of the date
hereof, would subject any SCHI Company to a Tax imposed by either Section 4975
of the Internal Revenue Code or Section 502(i) of ERISA.

(c) Except as disclosed in Section 4.13 of the SCHI
Disclosure Memorandum, no SCHI Company has any Liability for retiree health and
life benefits under any of the SCHI Benefit Plans, other than health
continuation rights under the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended, and there are no restrictions on the rights of such SCHI
Company to amend or terminate any such retiree health or life benefits without
incurring any Liability thereunder, which Liability is reasonably likely to
have a Material Adverse Effect on SCHI.

(d) Except as disclosed in Section 4.13 of the SCHI
Disclosure Memorandum, neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will (i) result in any
payment (including severance, unemployment compensation, golden parachute, or
otherwise) becoming due to any director or any employee of

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<PAGE> 22

any SCHI Company from any SCHI Company under any SCHI Benefit Plan or
otherwise, (ii) increase any benefits otherwise payable under any SCHI Benefit
Plan, or (iii) result in any acceleration of the time of payment or vesting of
any such benefit, where such payment, increase, or acceleration is reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
SCHI.

(e) Except as disclosed in Section 4.13 of the SCHI
Disclosure Memorandum, SCHI has not scheduled or agreed upon future increases
of benefit levels (or creations of new benefits) with respect to any employee
benefit plan, and no such increases or creation of benefits has been proposed,
made the subject of representations to employees or been requested or demanded
by employees under circumstances which make it reasonable to expect that such
increases will be granted.

(f) Except as disclosed in Section 4.13 of the Disclosure
Memorandum, each SCHI Benefit Plan covers only employees who are employed by a
SCHI Company (or former employees or beneficiaries with respect to service with
a SCHI Company), so that the transactions contemplated by this Agreement will
require no spin-off of assets and liabilities or other division or transfer of
rights with respect to any such plan.

(g) SCHI is not in Default in performing any of its
contractual obligations under any of the SCHI Benefit Plans or any related
trust agreement or insurance contract. All contributions and other payments
required to be made by any SCHI Company to any SCHI Benefit Plan with respect
to any period ending before or at or including the date hereof have been made
or reserves adequate for such contributions or other payments have been or will
be set aside therefor and have been or will be reflected on the SCHI Financial
Statements in accordance with GAAP. There are no material outstanding
liabilities of any SCHI Benefit Plan other than liabilities for benefits to be
paid to participants in such SCHI Benefit Plan and their beneficiaries in
accordance with the terms of such SCHI Benefit Plan.

(h) Except as set forth on Section 4.13 of the SCHI
Disclosure Memorandum, to the Knowledge of SCHI, there are no pending or
threatened claims by or on behalf of any SCHI Benefit Plan, by any Person
covered thereby, or otherwise, which allege violations of Law which could
reasonably be expected to result in liability on the part of SCHI, InfoMed or
any fiduciary of any such SCHI Benefit Plan, nor is there any basis for such a
claim.

(i) SCHI has delivered or made available to InfoMed prior
to the date hereof, copies of the following documents relating to the SCHI
Benefit Plans:

(i) current Summary Plan Descriptions of each SCHI
Benefit Plan subject to ERISA, and any similar descriptions of
all other SCHI Benefit Plans;

(ii) the most recent Form 5500 and Schedules thereto
for each SCHI Benefit Plan subject to ERISA's reporting
requirements;

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<PAGE> 23

(iii) the most recent determination of the Internal
Revenue Service with respect to the qualified status of each
SCHI ERISA Plan;

(iv) the most recent accountings with respect to any
SCHI Benefit Plan funded through a trust; and

(v) the most recent determination of the Internal
Revenue Service with respect to the qualified status of any
SCHI Benefit Plan intended to qualify under Section 501(c)(9)
of the Internal Revenue Code.

4.14 MATERIAL CONTRACTS. Except as disclosed in Section 4.14 of
the SCHI Disclosure Memorandum or otherwise reflected in the SCHI Financial
Statements, none of the SCHI Companies, nor any of their respective Assets,
businesses, or operations, is a party to, or is bound or affected by, or
receives benefits under, (i) any employment, severance, termination,
consulting, or retirement Contract providing for aggregate payments to any
Person in any calendar year in excess of $50,000, (ii) any Contract relating to
the borrowing of money by any SCHI Company or the guarantee by any SCHI Company
of any such obligation (other than Contracts evidencing trade payables and
Contracts relating to borrowings or guarantees made in the ordinary course of
business), (iii) any Contract which prohibits or restricts any SCHI Company
from engaging in any business activities in any geographic area, line of
business or otherwise in competition with any other Person, (iv) any Contract
with any of its Affiliates, (v) any Contract involving Intellectual Property
(other than Contracts entered into in the ordinary course with customers and
"shrink-wrap" software licenses), and (vi) any Contract relating to the
provision of data processing, network communication, or other technical
services to any SCHI Company necessary to the operations of such SCHI Company
and involving payments of $25,000 or more by an SCHI Company in any year
(together with all Contracts referred to in Section 4.13(a) and all other
Contracts to which an SCHI Company is a party and involving payments of $25,000
or more by or to an SCHI Company in any year, the "SCHI Contracts"). With
respect to each SCHI Contract and except as disclosed in Section 4.14 of the
SCHI Disclosure Memorandum: (w) the SCHI Contract is in full force and effect;
(x) no SCHI Company is in Default thereunder; (y) no SCHI Company has
repudiated or waived any material provision of any such Contract; and (z) no
other party to any such Contract is, to the Knowledge of SCHI, in Default in
any respect or has repudiated or waived any material provision thereunder.
Except as disclosed in Section 4.14 of the SCHI Disclosure Memorandum, all of
the indebtedness of any SCHI Company for money borrowed is prepayable at any
time by such SCHI Company without penalty or premium.

4.15 LEGAL PROCEEDINGS. Except as disclosed in Section 4.15 of
the SCHI Disclosure Memorandum, there is no Litigation instituted or pending,
or, to the Knowledge of SCHI, threatened (or unasserted but considered probable
of assertion and which if asserted would have at least a reasonable probability
of an unfavorable outcome) against any SCHI Company, or against any director,
employee or employee benefit plan of any SCHI Company, or against any Asset,
employee benefit plan, interest, or right of any of them nor are there any
Orders of any Regulatory Authorities, other governmental authorities, or
arbitrators outstanding against any SCHI Company.

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<PAGE> 24

4.16 REPORTS. Since January 1, 1993, or the date of organization
if later, each SCHI Company has timely filed all reports and statements,
together with any amendments required to be made with respect thereto, that it
was required to file with Regulatory Authorities. As of their respective
dates, each of such reports and documents, including the financial statements,
exhibits, and schedules thereto, complied in all material respects with all
applicable Laws. As of its respective date, each such report and document did
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they were made, not
misleading.

4.17 STATEMENTS TRUE AND CORRECT. No statement, certificate,
instrument, or other writing furnished or to be furnished by any SCHI Company
or any Affiliate thereof to InfoMed pursuant to this Agreement or any other
document, agreement, or instrument referred to herein contains or will contain
any untrue statement of material fact or will omit to state a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. None of the information supplied or to
be supplied by any SCHI Company or any Affiliate thereof for inclusion in the
Proxy Statement and Offering Statement (collectively, the "Offering Document")
to be mailed to shareholders of SCHI in connection with the Shareholders'
Meeting, and any other documents to be filed by an SCHI Company or any
Affiliate thereof with any Regulatory Authority in connection with the
transactions contemplated hereby, will, at the respective time such documents
are filed, and with respect to the Offering Document, when first mailed to the
shareholders of SCHI, be false or misleading with respect to any material fact,
or omit to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, or, in
the case of the Offering Document or any amendments thereof or supplements
thereto, at the time of the Shareholders' Meeting, be false or misleading with
respect to any material fact, or omit to state any material fact necessary to
correct any statement in any earlier communication with respect to the
solicitation of any proxy for the Shareholders' Meeting. All documents that
any SCHI Company or any Affiliate thereof is responsible for filing with any
Regulatory Authority in connection with the transactions contemplated hereby
will comply as to form in all material respects with the provisions of
applicable Law.

4.18 TAX AND REGULATORY MATTERS. No SCHI Company or any
Affiliate thereof has taken or agreed to take any action or has any Knowledge
of any fact or circumstance that is reasonably likely to (a) prevent the Merger
from qualifying as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code, or (b) materially impede or delay receipt of any
Consents of Regulatory Authorities referred to in Section 8.1(b) or result in
the imposition of a condition or restriction of the type referred to in the
last sentence of such Section.

4.19 STATE TAKEOVER LAWS. Each SCHI Company has taken all
necessary action to exempt the transactions contemplated by this Agreement
from, or if necessary to challenge the validity or applicability of, any
applicable "moratorium," "fair price," "business combination," "control share,"
or other anti-takeover Laws (collectively, "Takeover Laws"), included Article
11 of the GBCC.

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<PAGE> 25

4.20 CHARTER PROVISIONS. Each SCHI Company has taken all action
so that the entering into of this Agreement and the consummation of the Merger
and the other transactions contemplated by this Agreement do not and will not
result in the grant of any rights to any Person under the Articles of
Incorporation, Bylaws or other governing instruments of any SCHI Company or
restrict or impair the ability of InfoMed or any of its Subsidiaries to vote,
or otherwise to exercise the rights of a shareholder with respect to, shares of
any SCHI Company that may be directly or indirectly acquired or controlled by
it.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF INFOMED

InfoMed hereby represents and warrants to SCHI as follows:

5.1 ORGANIZATION, STANDING, AND POWER. InfoMed is a corporation
duly organized, validly existing, and in good standing under the Laws of the
State of Delaware, and has the corporate power and authority to carry on its
business as now conducted and to own, lease and operate its Assets. InfoMed
is duly qualified or licensed to transact business as a foreign corporation in
good standing in the States of the United States and foreign jurisdictions
where the character of its Assets or the nature or conduct of its business
requires it to be so qualified or licensed, except for such jurisdictions in
which the failure to be so qualified or licensed is not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on InfoMed.

5.2 AUTHORITY; NO BREACH BY AGREEMENT.

(a) InfoMed has the corporate power and authority
necessary to execute, deliver and perform its obligations under this Agreement
and to consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated herein and therein, including the Merger, have been
duly and validly authorized by all necessary corporate action in respect
thereof on the part of InfoMed. This Agreement represents the legal, valid,
and binding obligation of InfoMed, enforceable against InfoMed in accordance
with its terms (except in all cases as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, receivership,
conservatorship, moratorium, or similar Laws affecting the enforcement of
creditors' rights generally and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding may be brought).

(b) Neither the execution and delivery of this Agreement
by InfoMed, nor the consummation by InfoMed of the transactions contemplated
hereby, nor compliance by InfoMed with any of the provisions hereof, will (i)
conflict with or result in a breach of any provision of InfoMed's Certificate
of Incorporation or Bylaws, or (ii) except as disclosed in Section 5.2 of the
InfoMed Disclosure Memorandum, constitute or result in a Default under, or
require any Consent

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<PAGE> 26

pursuant to, or result in the creation of any Lien on any Asset of any InfoMed
Company under, any Contract or Permit of any InfoMed Company or, (iii) subject
to receipt of the requisite Consents referred to in Section 8.1(b), violate any
Law or Order applicable to any InfoMed Company or any of their respective
material Assets.

(c) Other than in connection or compliance with the
provisions of the Securities Laws, applicable state corporate and securities
Laws, and rules of the NASD and other than Consents required from Regulatory
Authorities, and other than notices to or filings with the Internal Revenue
Service or the Pension Benefit Guaranty Corporation with respect to any
employee benefit plans, no notice to, filing with, or Consent of, any public
body or authority is necessary for the consummation by InfoMed of the Merger
and the other transactions contemplated in this Agreement.

5.3 CAPITAL STOCK.

(a) The authorized capital stock of InfoMed consists of
(i) 20,000,000 shares of InfoMed Common Stock, of which 2,298,040 shares are
issued and outstanding as of the date of this Agreement, and (ii) 10,000,000
shares of InfoMed Preferred Stock, of which 315,000 shares are designated as
the InfoMed Convertible Preferred Stock, of which 265,000 shares are issued and
outstanding as of the date of this Agreement. All of the issued and
outstanding shares of InfoMed Capital Stock are duly and validly issued and
outstanding and fully paid and nonassessable. None of the outstanding shares
of InfoMed Capital Stock has been issued in violation of any preemptive rights
of the current or past shareholders of InfoMed.

(b) Except as set forth in Section 5.3(a) or as disclosed
in Section 5.3 of the InfoMed Disclosure Memorandum, there are no shares of
capital stock or other equity securities of InfoMed outstanding and no
outstanding Rights relating to the capital stock of InfoMed.

5.4 INFOMED SUBSIDIARIES. InfoMed has disclosed in Section 5.4
of the InfoMed Disclosure Memorandum all of the InfoMed Subsidiaries as of the
date of this Agreement, identifying its jurisdiction of incorporation, each
jurisdiction in which the character of its Assets or the nature or conduct of
its business requires it to be qualified and/or licensed to transact business,
and the number of shares owned and percentage ownership interest represented by
such share ownership. Except as disclosed in Section 5.4 of the InfoMed
Disclosure Memorandum, InfoMed or one of its Subsidiaries owns all of the
issued and outstanding shares of capital stock (or other equity interests) of
each InfoMed Subsidiary. No capital stock (or other equity interest) of any
InfoMed Subsidiary is or may become required to be issued (other than to
another InfoMed Company) by reason of any Rights, and there are no Contracts by
which any InfoMed Subsidiary is bound to issue (other than to another InfoMed
Company) additional shares of its capital stock (or other equity interests) or
Rights or by which any InfoMed Company is or may be bound to transfer any
shares of the capital stock (or other equity interests) of any Subsidiary
(other than to another InfoMed Company). There are no Contracts relating to
the rights of any InfoMed Company to vote or to dispose of any shares of the
capital stock (or other equity interests) of any InfoMed Subsidiary. All of
the shares of capital stock (or other equity interests of each InfoMed
Subsidiary held by an InfoMed Company are fully paid and nonassessable and are
owned by the

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<PAGE> 27

InfoMed Company free and clear of any Lien. Except as disclosed in Section 5.4
of the InfoMed Disclosure Memorandum, each InfoMed Subsidiary is a corporation,
duly organized, validly existing, and in good standing under the Laws of the
jurisdiction in which it is incorporated, and has the corporate power and
authority necessary for it to own, lease and operate its Assets and to carry on
its business as now conducted. Each InfoMed Subsidiary is duly qualified or
licensed to transact business as a foreign corporation in good standing in the
States of the United States and foreign jurisdictions where the character of
its Assets or the nature or conduct of its business requires it to be so
qualified or licensed, except for such jurisdictions in which the failure to be
so qualified or licensed is not reasonably likely to have, individually or in
the aggregate, a Material Adverse Effect on InfoMed. The minute book and other
organizational documents for each InfoMed Subsidiary have been made available
to SCHI for its review, and, except as disclosed in Section 5.4 of the InfoMed
Disclosure Memorandum, are true and complete as in effect as of the date of
this Agreement and accurately reflect all amendments thereto and all
proceedings of the Boards of Directors and shareholders thereof.

5.5 SEC FILINGS; FINANCIAL STATEMENTS.

(a) InfoMed has timely filed and made available to SCHI
all SEC Documents required to be filed by InfoMed since January 1, 1993 (the
"InfoMed SEC Reports"). The InfoMed SEC Reports (i) at the time filed,
complied in all material respects with the applicable requirements of the
Securities Laws and other applicable Laws and (ii) did not, at the time they
were filed (or, if amended or superseded by a filing prior to the date of this
Agreement, then on the date of such filing) contain any untrue statement of a
material fact or omit to state a material fact required to be stated in such
InfoMed SEC Reports or necessary in order to make the statements in such
InfoMed SEC Reports, in light of the circumstances under which they were made,
not misleading. No InfoMed Subsidiary is required to file any SEC Documents.

(b) Each of the InfoMed Financial Statements (including,
in each case, any related notes) contained in the InfoMed SEC Reports,
including any InfoMed SEC Reports filed after the date of this Agreement until
the Effective Time, complied as to form in all material respects with the
applicable published rules and regulations of the SEC with respect thereto, was
prepared in accordance with GAAP applied on a consistent basis throughout the
periods involved (except as may be indicated in the notes to such financial
statements or, in the case of unaudited interim statements, as permitted by
Form 10-Q of the SEC), and fairly presented in all material respects the
consolidated financial position of InfoMed and its Subsidiaries as at the
respective dates and the consolidated results of operations and cash flows for
the periods indicated, except that the unaudited interim financial statements
were or are subject to normal and recurring year-end adjustments which were not
or are not expected to be material in amount or effect.

5.6 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since June 30, 1996,
except as disclosed in the InfoMed Financial Statements delivered prior to the
date of this Agreement or as disclosed in Section 5.6 of the InfoMed Disclosure
Memorandum, (a) there have been no events, changes or occurrences which have
had, or are reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on InfoMed, and (b) the InfoMed Companies have not
taken any action, or failed to take any action, prior to the date of this
Agreement, which action or

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<PAGE> 28

failure, if taken after the date of this Agreement, would represent or result
in a material breach or violation of any of the covenants and agreements of
InfoMed provided in Article 6.

5.7 TAX MATTERS.

(a) All Tax Returns required to be filed by or on behalf
of any of the InfoMed Companies have been timely filed or requests for
extensions have been timely filed, granted, and have not expired for periods
ended on or before December 31, 1995, and on or before the date of the most
recent fiscal year end immediately preceding the Effective Time, and all Tax
Returns filed are complete and accurate. All Taxes shown on filed Tax Returns
have been paid. There is no audit examination, deficiency, or refund
Litigation with respect to any Taxes, except as reserved against in the InfoMed
Financial Statements or as disclosed in Section 5.7 of the InfoMed Disclosure
Memorandum. All Taxes and other Liabilities due with respect to completed and
settled examinations or concluded Litigation have been paid. There are no
Liens with respect to Taxes upon any of the Assets of the InfoMed Companies.

(b) None of the InfoMed Companies has executed an
extension or waiver of any statute of limitations on the assessment or
collection of any Tax due (excluding such statutes that relate to years
currently under examination by the Internal Revenue Service or other applicable
taxing authorities) that is currently in effect.

(c) The provision for any Taxes due or to become due for
any of the InfoMed Companies for the period or periods through and including
the date of the respective InfoMed Financial Statements that has been made and
is reflected on such InfoMed Financial Statements is sufficient to cover all
such Taxes.

(d) Deferred Taxes of the InfoMed Companies have been
provided for in accordance with GAAP.

(e) None of the InfoMed Companies is a party to any Tax
allocation or sharing agreement and none of the InfoMed Companies has been a
member of an affiliated group filing a consolidated federal income Tax Return
(other than a group the common parent of which was InfoMed) or has any
Liability for Taxes of any Person (other than InfoMed and its Subsidiaries)
under Treasury Regulation Section 1.1502-6 (or any similar provision of state,
local or foreign Law) as a transferee or successor or by Contract or otherwise.

(f) Each of the InfoMed Companies is in compliance with,
and its records contain all information and documents (including properly
completed IRS Forms W-9) necessary to comply with, all applicable information
reporting and Tax withholding requirements under federal, state, and local Tax
Laws, and such records identify with specificity all accounts subject to backup
withholding under Section 3406 of the Internal Revenue Code.

(g) Except as disclosed in Section 5.7 of the InfoMed
Disclosure Memorandum, none of the InfoMed Companies has made any payments, is
obligated to make any

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<PAGE> 29

payments, or is a party to any Contract that could obligate it to make any
payments that would be disallowed as a deduction under Section 280G or 162(m)
of the Internal Revenue Code.

(h) There has not been an ownership change, as defined in
Internal Revenue Code Section 382(g), of the InfoMed Companies that occurred
during or after any taxable period in which the InfoMed Companies incurred a
net operating loss that carries over to any taxable period ending after
December 31, 1994.

5.8 ASSETS. Except as disclosed in Section 5.8 of the InfoMed
Disclosure Memorandum or as disclosed or reserved against in the InfoMed
Financial Statements, the InfoMed Companies have good and marketable title,
free and clear of all Liens, to all of their respective Assets. All tangible
properties used in the businesses of the InfoMed Companies are in good
condition, reasonable wear and tear excepted, and are usable in the ordinary
course of business consistent with InfoMed's past practices. The accounts
receivable of InfoMed as set forth on the most recent balance sheet included in
the InfoMed Financial Statements delivered prior to the date of this Agreement
or arising since the date thereof are valid and genuine; have arisen solely out
of bona fide sales and deliveries of goods, performance of services and other
business transactions in the ordinary course of business consistent with past
practice; are not subject to valid defenses, set-offs or counterclaims; and,
except in the case of contractually extended payment terms, are collectible
within 120 days after billing at the full recorded amount thereof less, in the
case of accounts receivable appearing on the most recent balance sheet included
in the InfoMed Financial Statements delivered prior to the date of this
Agreement, the recorded allowance for bad debts on such balance sheet. The
allowance for bad debts on the such balance sheet has been determined in
accordance with GAAP. All inventory of the InfoMed Companies has been acquired
and maintained in the ordinary course of business; is of good and merchantable
quality; consists substantially of a quality, quantity and condition usable,
leasable or saleable in the ordinary course of business; is valued at cost; and
is not subject to any write-down or write-off. No InfoMed Company has any
Liability with respect to the return of inventory in the possession of
wholesalers, retailers or other customers. The fair market value of any
capitalized research and development costs is at least equal to the carrying
value thereof as reflected on the most recent balance sheet included in the
InfoMed Financial Statements. All Assets which are material to InfoMed's
business on a consolidated basis, held under leases or subleases by any of the
InfoMed Companies, are held under valid Contracts enforceable in accordance
with their respective terms (except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws
affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceedings
may be brought), and each such Contract is in full force and effect. InfoMed
currently maintains insurance in amounts, scope and coverage which is adequate
to meet the needs of the business of the InfoMed Companies. None of the
InfoMed Companies has received notice from any insurance carrier that (i) any
policy of insurance will be canceled or that coverage thereunder will be
reduced or eliminated, or (ii) premium costs with respect to such policies of
insurance will be substantially increased. There are presently no claims from
amounts exceeding in any individual case $1,000 pending under such policies of
insurance and no notices of claims in excess of such amounts have been given by
any

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<PAGE> 30

InfoMed Company under such policies. The Assets of the InfoMed Companies
include all assets required to operate the business of the InfoMed Companies as
presently conducted.

5.9 INTELLECTUAL PROPERTY. Each InfoMed Company owns or has a
license or other right to use all of the Intellectual Property used by such
InfoMed Company in the course of its business; and, for the Intellectual
Property licensed to an InfoMed Company, such InfoMed Company has used such
Intellectual Property in accordance with the license grant. Each InfoMed
Company is the owner of or has a license to sell or sublicense any Intellectual
Property sold, licensed or sublicensed to a third party by such InfoMed Company
in connection with such InfoMed Company's business operations, and such InfoMed
Company has the right to sell, license or sublicense any such Intellectual
Property. No InfoMed Company is in Default under any of its Intellectual
Property licenses. No proceedings have been instituted, or are pending or to
the Knowledge of InfoMed threatened, which challenge the rights of any InfoMed
Company with respect to Intellectual Property used, sold, licensed or
sublicensed by such InfoMed Company in the course of its business, nor has any
person claimed or alleged any rights to such Intellectual Property. The use by
InfoMed Companies of any Intellectual Property does not infringe any
proprietary rights of any other person. Except as disclosed in Section 5.9 of
the InfoMed Disclosure Memorandum, no InfoMed Company is obligated to pay any
recurring royalties to any Person with respect to any such Intellectual
Property. Except as disclosed in Section 5.9 of the InfoMed Disclosure
Memorandum, every officer, director, or employee of any InfoMed Company is a
party to a Contract which requires such officer, director or employee to assign
any right, title or interest he or she may have in and to any Intellectual
Property to an InfoMed Company and to keep confidential any trade secrets,
proprietary data, customer information, or other business information of an
InfoMed Company, and no such officer, director or employee is party to any
Contract with any Person other than an InfoMed Company which requires such
officer, director or employee to assign any interest in any Intellectual
Property of an InfoMed Company to any Person other than an InfoMed Company or
to keep confidential any trade secrets, proprietary data, customer information,
or other business information of any Person other than an InfoMed Company.
Except as disclosed in Section 5.9 of the InfoMed Disclosure Memorandum, no
officer, director or, to the Knowledge of InfoMed, employee of any InfoMed
Company is party to any Contract which restricts or prohibits such officer,
director or employee from engaging in activities competitive with any Person,
including any InfoMed Company.

5.10 ENVIRONMENTAL MATTERS.

(a) To the Knowledge of InfoMed, each InfoMed Company and
its Operating Properties are, and have been, in compliance with all
Environmental Laws.

(b) There is no Litigation pending or threatened before
any court, governmental agency, or authority or other forum in which any
InfoMed Company or any of its Operating Properties (or InfoMed in respect of
such Operating Property) has been or, with respect to threatened Litigation,
may be named as a defendant (i) for alleged noncompliance (including by any
predecessor) with any Environmental Law or (ii) relating to the release,
discharge, spillage, or disposal into the environment of any Hazardous
Material, whether or not occurring at, on, under, adjacent to, or affecting (or
potentially affecting) a site owned, leased, or

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<PAGE> 31

operated by any InfoMed Company or any of its Operating Properties, nor is
there any reasonable basis for any Litigation of a type described in this
sentence.

(c) During the period of (i) any InfoMed Company's
ownership or operation of any of their respective current properties, or (ii)
any InfoMed Company's holding of a security interest in an Operating Property,
there have been no releases, discharges, spillages, or disposals of Hazardous
Material in, on, under, adjacent to, or affecting (or potentially affecting)
such properties. Prior to the period of (i) any InfoMed Company's ownership or
operation of any of their respective current properties, or (ii) any InfoMed
Company's holding of a security interest in a Operating Property, to the
Knowledge of InfoMed, there were no releases, discharges, spillages, or
disposals of Hazardous Material in, on, under, or affecting any such property
or Operating Property.

5.11 COMPLIANCE WITH LAWS. Each InfoMed Company has in effect
all Permits necessary for it to own, lease or operate its Assets and to carry
on its business as now conducted, and there has occurred no Default under any
such Permit. Except as disclosed in Section 5.11 of the InfoMed Disclosure
Memorandum, none of the InfoMed Companies:

(a) is in Default under its Certificate (or Articles, as
applicable) of Incorporation or Bylaws (or other governing instruments);
or

(b) is in Default under any Laws, Orders or Permits
applicable to its business or employees conducting its business; or

(c) since June 30, 1995, has received any notification or
communication from any agency or department of federal, state, or local
government or any Regulatory Authority or the staff thereof (i) asserting
that any InfoMed Company is not in compliance with any of the Laws or
Orders which such governmental authority or Regulatory Authority enforces
(ii) threatening to revoke any Permits, or (iii) requiring any InfoMed
Company to enter into or consent to the issuance of a cease and desist
order, formal agreement, directive, commitment or memorandum of
understanding, or to adopt any Board resolution or similar undertaking.

5.12 LABOR RELATIONS. No InfoMed Company is the subject of any
Litigation asserting that it or any other InfoMed Company has committed an
unfair labor practice (within the meaning of the National Labor Relations Act
or comparable state law) or seeking to compel it or any other InfoMed Company
to bargain with any labor organization as to wages or conditions of employment,
nor is any InfoMed Company party to any collective bargaining agreement, nor is
there any strike or other labor dispute involving any InfoMed Company, pending
or threatened, or to the Knowledge of InfoMed, is there any activity involving
any InfoMed Company's employees seeking to certify a collective bargaining unit
or engaging in any other organization activity.

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<PAGE> 32

5.13 EMPLOYEE BENEFIT PLANS.

(a) InfoMed has disclosed in Section 5.13 of the InfoMed
Disclosure Memorandum, and has delivered or made available to SCHI prior to the
execution of this Agreement copies in each case of all pension, retirement,
profit-sharing, deferred compensation, stock option, employee stock ownership,
severance pay, vacation, bonus, or other incentive plan, all other written
employee programs, arrangements, or agreements, all medical, vision, dental, or
other health plans, all life insurance plans, and all other employee benefit
plans or fringe benefit plans, including "employee benefit plans" as that term
is defined in Section 3(3) of ERISA, currently or in the past four years
adopted, maintained by, sponsored in whole or in part by, or contributed to by
any InfoMed Company or ERISA Affiliate thereof for the benefit of employees,
retirees, dependents, spouses, directors, independent contractors, or other
beneficiaries and under which employees, retirees, dependents, spouses,
directors, independent contractors, or other beneficiaries are eligible to
participate (collectively, the "InfoMed Benefit Plans"). Any of the InfoMed
Benefit Plans which is an "employee pension benefit plan," as that term is
defined in Section 3(2) of ERISA, is referred to herein as a "InfoMed ERISA
Plan." No InfoMed ERISA Plan is also a "defined benefit plan" (as defined in
Section 414(j) of the Internal Revenue Code) or a multiemployer plan within the
meaning of Section 3(37) of ERISA.

(b) All InfoMed Benefit Plans are, and in their
administration have been since inception, in material compliance with the
applicable terms of ERISA, the Internal Revenue Code, and any other applicable
Laws. Each InfoMed ERISA Plan which is intended to be qualified under Section
401(a) of the Internal Revenue Code has received a favorable determination
letter from the Internal Revenue Service, and InfoMed is not aware of any
circumstances likely to result in revocation of any such favorable
determination letter. No InfoMed Company has engaged in a transaction with
respect to any InfoMed Benefit Plan that, assuming the taxable period of such
transaction expired as of the date hereof, would subject any InfoMed Company to
a Tax imposed by either Section 4975 of the Internal Revenue Code or Section
502(i) of ERISA.

(c) Except as disclosed in Section 5.13 of the InfoMed
Disclosure Memorandum, no InfoMed Company has any Liability for retiree health
and life benefits under any of the InfoMed Benefit Plans, other than health
continuation rights under the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended, and there are no restrictions on the rights of such InfoMed
Company to amend or terminate any such retiree health or life benefits without
incurring any Liability thereunder, which Liability is reasonably likely to
have a Material Adverse Effect on InfoMed.

(d) Except as disclosed in Section 5.13 of the InfoMed
Disclosure Memorandum, neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will (i) result in any
payment (including severance, unemployment compensation, golden parachute, or
otherwise) becoming due to any director or any employee of any InfoMed Company
from any InfoMed Company under any InfoMed Benefit Plan or otherwise, (ii)
increase any benefits otherwise payable under any InfoMed Benefit Plan, or
(iii) result in any acceleration of the time of payment or vesting of any such
benefit, where such

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<PAGE> 33

payment, increase, or acceleration is reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect on InfoMed.

(e) Except as disclosed in Section 5.13 of the InfoMed
Disclosure Memorandum, InfoMed has not scheduled or agreed upon future
increases of benefit levels (or creations of new benefits) with respect to any
employee benefit plan, and no such increases or creation of benefits has been
proposed, made the subject of representations to employees or been requested or
demanded by employees under circumstances which make it reasonable to expect
that such increases will be granted.

(f) Except as disclosed in Section 5.13 of the InfoMed
Disclosure Memorandum, each InfoMed Benefit Plan covers only employees who are
employed by a InfoMed Company (or former employees or beneficiaries with
respect to service with a InfoMed Company), so that the transactions
contemplated by this Agreement will require no spin-off of assets and
liabilities or other division or transfer of rights with respect to any such
plan.

(g) InfoMed is not in Default in performing any of its
contractual obligations under any of the InfoMed Benefit Plans or any related
trust agreement or insurance contract. All contributions and other payments
required to be made by any InfoMed Company to any InfoMed Benefit Plan with
respect to any period ending before or at or including the date hereof have
been made or reserves adequate for such contributions or other payments have
been or will be set aside therefor and have been or will be reflected on the
InfoMed Financial Statements in accordance with GAAP. There are no material
outstanding liabilities of any InfoMed Benefit Plan other than liabilities for
benefits to be paid to participants in such InfoMed Benefit Plan and their
beneficiaries in accordance with the terms of such InfoMed Benefit Plan.

(h) Except as set forth on Section 5.13 of the InfoMed
Disclosure Memorandum, to the Knowledge of InfoMed, there are no pending or
threatened claims by or on behalf of any InfoMed Benefit Plan, by any Person
covered thereby, or otherwise, which allege violations of Law which could
reasonably be expected to result in liability on the part of InfoMed, SCHI or
any fiduciary of any such InfoMed Benefit Plan, nor is there any basis for such
a claim.

(i) InfoMed has delivered or made available to SCHI prior
to the date hereof, copies of the following documents relating to the InfoMed
Benefit Plans:

(i) current Summary Plan Descriptions of each
InfoMed Benefit Plan subject to ERISA, and any similar
descriptions of all other InfoMed Benefit Plans;

(ii) the most recent Form 5500 and Schedules thereto
for each InfoMed Benefit Plan subject to ERISA's reporting
requirements;

(iii) the most recent determination of the Internal
Revenue Service with respect to the qualified status of each
InfoMed ERISA Plan;

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<PAGE> 34

(iv) the most recent accountings with respect to any
InfoMed Benefit Plan funded through a trust; and

(v) the most recent determination of the Internal
Revenue Service with respect to the qualified status of any
InfoMed Benefit Plan intended to qualify under Section
501(c)(9) of the Internal Revenue Code.

5.14 MATERIAL CONTRACTS. Except as disclosed in Section 5.14 of
the InfoMed Disclosure Memorandum or otherwise reflected in the InfoMed
Financial Statements, none of the InfoMed Companies, nor any of their
respective Assets, businesses, or operations, is a party to, or is bound or
affected by, or receives benefits under, (a) any employment, severance,
termination, consulting or retirement Contract providing for aggregate payments
to any Person in any calendar year in excess of $50,000, (b) any Contract
relating to the borrowing of money by any InfoMed Company or the guarantee by
any InfoMed Company of any such obligation (other than Contracts evidencing
trade payables and Contracts relating to borrowings or guarantees made in the
ordinary course of business), (c) any Contract which prohibits or restricts any
InfoMed Company from engaging in any business activities in any geographic
area, line of business or otherwise in competition with any other Person, (d)
any Contract with any of its Affiliates, (e) any Contract involving
Intellectual Property (other than Contracts entered into in the ordinary course
with customers and "shrink-wrap software licenses), (f) any Contract relating
to the provision of data processing, network communication, or other technical
services to any InfoMed Company necessary to the operations of such InfoMed
Company and involving payments of $25,000 or more by an InfoMed Company in any
year, and (g) any other Contract or amendment thereto that would be required to
be filed as an exhibit to a Form 10-K filed by InfoMed with the SEC as of the
date of this Agreement that has not been filed as an exhibit to InfoMed's Form
10-K filed for the fiscal year ended June 30, 1995, or in an SEC Document and
identified to SCHI (together with all Contracts referred to in Section 5.13(a)
and all other Contracts to which an InfoMed Company is a party and involving
payments of $25,000 or more by or to an InfoMed Company in any year, the
"InfoMed Contracts"). With respect to each InfoMed Contract and except as
disclosed in Section 5.14 of the InfoMed Disclosure Memorandum: (w) the
Contract is in full force and effect; (x) no InfoMed Company is in Default
thereunder; (y) no InfoMed Company has repudiated or waived any material
provision of any such Contract; and (z) no other party to any such Contract is,
to the Knowledge of InfoMed, in Default in any respect or has repudiated or
waived any material provision thereunder. All of the indebtedness of any
InfoMed Company for money borrowed is prepayable at any time by such InfoMed
Company without penalty or premium.

5.15 LEGAL PROCEEDINGS. Except as disclosed in Section 5.15 of
the InfoMed Disclosure Memorandum, there is no Litigation instituted or
pending, or, to the Knowledge of InfoMed, threatened (or unasserted but
considered probable of assertion and which if asserted would have at least a
reasonable probability of an unfavorable outcome) against any InfoMed Company,
or against any director, employee or employee benefit plan of any InfoMed
Company, or against any Asset, employee benefit plan, interest, or right of any
of them, nor are there any Orders of any Regulatory Authorities, other
governmental authorities, or arbitrators outstanding against any InfoMed
Company.

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<PAGE> 35

5.16 REPORTS. Since January 1, 1993, or the date of organization
if later, each InfoMed Company has timely filed all reports and statements,
together with any amendments required to be made with respect thereto, that it
was required to file with Regulatory Authorities. As of their respective
dates, each of such reports and documents, including the financial statements,
exhibits, and schedules thereto, complied in all material respects with all
applicable Laws. As of its respective date, each such report and document did
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they were made, not
misleading.

5.17 STATEMENTS TRUE AND CORRECT. No statement, certificate,
instrument or other writing furnished or to be furnished by any InfoMed Company
or any Affiliate thereof to SCHI pursuant to this Agreement or any other
document, agreement or instrument referred to herein contains or will contain
any untrue statement of material fact or will omit to state a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. None of the information supplied or to
be supplied by any InfoMed Company or any Affiliate thereof for inclusion in
the Offering Document to be mailed to SCHI's shareholders in connection with
the Shareholder's Meeting, and any other documents to be filed by any InfoMed
Company or any Affiliate thereof with the SEC or any other Regulatory Authority
in connection with the transactions contemplated hereby, will, at the
respective time such documents are filed, and with respect to the Offering
Document, when first mailed to the shareholders of SCHI, be false or misleading
with respect to any material fact, or omit to state any material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading, or, in the case of the Offering Document or any
amendments thereof or supplements thereto, at the time of the Shareholders'
Meeting be false or misleading with respect to any material fact, or omit to
state any material fact necessary to correct any statement in any earlier
communication with respect to the solicitation of any proxy for such
Shareholders' Meeting. All documents that any InfoMed Company or any Affiliate
thereof is responsible for filing with any Regulatory Authority in connection
with the transactions contemplated hereby will comply as to form in all
material respects with the provisions of applicable Law.

5.18 AUTHORITY OF INFOSUB. As of the Effective Date, Infosub
will be a corporation duly organized, validly existing and in good standing
under the Laws of the State of Georgia as a wholly owned Subsidiary of InfoMed.
The authorized capital stock of Infosub will consist of 1,000 shares of Infosub
Common Stock, all of which will be validly issued and outstanding, fully paid
and nonassessable and will be owned by InfoMed free and clear of any Lien.
Infosub will have the corporate power and authority necessary to execute,
deliver and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated herein,
including the Merger, will have been duly and validly authorized by all
necessary corporate action in respect thereof on the part of Infosub. This
Agreement will represent the legal, valid, and binding obligation of Infosub,
enforceable against Infosub in accordance with its terms (except in all cases
as such enforceability may be limited by applicable

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<PAGE> 36

bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting
the enforcement of creditors' rights generally and except that the availability
of the equitable remedy of specific performance or injunctive relief is subject
to the discretion of the court before which any proceeding may be brought).
InfoMed, as the sole shareholder of Infosub, will have voted prior to the
Effective Time the shares of Infosub Common Stock in favor of approval of this
Agreement, as and to the extent required by applicable Law.

5.19 TAX AND REGULATORY MATTERS. No InfoMed Company or any
Affiliate thereof has taken or agreed to take any action or has any Knowledge
of any fact or circumstance that is reasonably likely to (i) prevent the Merger
from qualifying as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code, or (ii) materially impede or delay receipt of any
Consents of Regulatory Authorities referred to in Section 8.1(b) or result in
the imposition of a condition or restriction of the type referred to in the
last sentence of such Section.

5.20 STATE TAKEOVER LAWS. Each InfoMed Company has taken all
necessary action to exempt the transactions contemplated by this Agreement
from, or if necessary to challenge the validity or applicability of, any
Takeover Law including Section 203 of the DGCL.

5.21 CHARTER PROVISIONS. Each InfoMed Company has taken all
action so that the entering into of this Agreement and the consummation of the
Merger and any other transactions contemplated by this Agreement do not and
will not result in the grant of any rights to any Person under the certificate
of incorporation, Bylaws or other governing instruments of any InfoMed Company
or restrict or impair the ability of InfoMed or any of its Subsidiaries to
vote, or otherwise to exercise the rights of a shareholder with respect to,
shares of any InfoMed Company, that may be directly or indirectly acquired or
controlled by it.

ARTICLE 6
CONDUCT OF BUSINESS PENDING CONSUMMATION

6.1 AFFIRMATIVE COVENANTS. From the date of this Agreement
until the earlier of the Effective Time or the termination of this Agreement,
unless the prior written consent of the other Party shall have been obtained,
and except as otherwise expressly contemplated herein, each Party shall and
shall cause each of its Subsidiaries to (a) operate its business only in the
usual, regular, and ordinary course, (b) preserve intact its business
organization and Assets and maintain its rights and franchises, and (c) take no
action which would (i) adversely affect the ability of any Party to obtain any
Consents required for the transactions contemplated hereby without imposition
of a condition or restriction of the type referred to in the last sentences of
Section 8.1(b) or 8.1(c), or (ii) adversely affect the ability of any Party to
perform its covenants and agreements under this Agreement.

6.2 NEGATIVE COVENANTS OF SCHI. From the date of this Agreement
until the earlier of the Effective Time or the termination of this Agreement,
SCHI covenants and agrees that it will not do or agree or commit to do, or
permit any of its Subsidiaries to do or agree or

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<PAGE> 37

commit to do, any of the following without the prior written consent of the
chief executive officer of InfoMed, which consent shall not be unreasonably
withheld:

(a) except as expressly contemplated by this Agreement,
amend the Articles of Incorporation, Bylaws or other governing
instruments of any SCHI Company, or

(b) except as disclosed on Section 6.2 of the SCHI
Disclosure Memorandum, incur any additional debt obligation or other
obligation for borrowed money (other than indebtedness of an SCHI Company
to another SCHI Company) in excess of an aggregate of $50,000 (for the
SCHI Companies on a consolidated basis) except in the ordinary course of
the business of the SCHI Companies consistent with past practices, or
impose, or suffer the imposition, on any Asset of any SCHI Company of any
Lien or permit any such Lien to exist (other than in connection with
Liens in effect as of the date hereof that are disclosed in the SCHI
Disclosure Memorandum); or

(c) repurchase, redeem, or otherwise acquire or exchange,
directly or indirectly, any shares, or any securities convertible into
any shares, of the capital stock of any SCHI Company, or declare or pay
any dividend or make any other distribution in respect of SCHI's capital
stock; or

(d) except for this Agreement, or pursuant to the
exercise of outstanding stock options or warrants, or as disclosed in
Section 6.2 of the SCHI Disclosure Memorandum, issue, sell, pledge,
encumber, authorize the issuance of, enter into any Contract to issue,
sell, pledge, encumber, or authorize the issuance of, or otherwise permit
to become outstanding, any additional shares of SCHI Common Stock or any
other capital stock of any SCHI Company, or any stock appreciation
rights, or any option, warrant, or other Right; or

(e) adjust, split, combine or reclassify any capital
stock of any SCHI Company or issue or authorize the issuance of any other
securities in respect of or in substitution for shares of SCHI Common
Stock, or sell, lease, mortgage or otherwise dispose of or otherwise
encumber (x) any shares of capital stock of any SCHI Subsidiary (unless
any such shares of stock are sold or otherwise transferred to another
SCHI Company) or (y) any Asset having a book value in excess of $10,000
other than in the ordinary course of business for reasonable and adequate
consideration; or

(f) except for purchases of U.S. Treasury securities or
U.S. Government agency securities, which in either case have maturities
of three years or less, purchase any securities or make any investment in
excess of $50,000, either by purchase of stock of securities,
contributions to capital, Asset transfers, or purchase of any Assets, in
any Person other than a wholly owned SCHI Subsidiary, otherwise acquire
direct or indirect control over any Person, other than in connection with
the creation of new wholly owned Subsidiaries organized to conduct or
continue activities otherwise permitted by this Agreement, or acquire any
Asset having a book value in excess of $10,000; or

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<PAGE> 38

(g) grant any increase in compensation or benefits to the
employees or officers of any SCHI Company, except in accordance with past
practice disclosed in Section 6.2 of the SCHI Disclosure Memorandum or as
required by Law; pay any severance or termination pay or any bonus other
than pursuant to written policies or written Contracts in effect on the
date of this Agreement and disclosed in Section 6.2 of the SCHI
Disclosure Memorandum; and enter into or amend any severance agreements
with officers of any SCHI Company; grant any material increase in fees or
other increases in compensation or other benefits to directors of any
SCHI Company except in accordance with past practice disclosed in Section
6.2 of the SCHI Disclosure Memorandum; or

(h) except as disclosed in Section 4.6(d) of the SCHI
Disclosure Memorandum, enter into or amend any employment Contract
between any SCHI Company and any Person (unless such amendment is
required by Law) that the SCHI Company does not have the unconditional
right to terminate without Liability (other than Liability for services
already rendered), at any time on or after the Effective Time; or

(i) except as disclosed in Section 6.2 of the SCHI
Disclosure Memorandum, adopt any new employee benefit plan of any SCHI
Company or terminate or withdraw from, or make any material change in or
to, any existing employee benefit plans of any SCHI Company other than
any such change that is required by Law or that, in the opinion of
counsel, is necessary or advisable to maintain the tax qualified status
of any such plan, or make any distributions from such employee benefit
plans, except as required by Law, the terms of such plans or consistent
with past practice; or

(j) make any significant change in any Tax or accounting
methods or systems of internal accounting controls, except as may be
appropriate to conform to changes in Tax Laws or regulatory accounting
requirements or GAAP; or

(k) commence any Litigation other than in accordance with
past practice, settle any Litigation involving any Liability of any SCHI
Company for material money damages or restrictions upon the operations of
any SCHI Company; or

(l) except in the ordinary course of business, enter
into, modify, amend or terminate any material Contract (including any
loan Contract with an unpaid balance exceeding $50,000), enter into
Contract licensing any SCHI Intellectual Property to any Person other
than an SCHI Company, or waive, release, compromise or assign any
material rights or claims.

6.3 NEGATIVE COVENANTS OF INFOMED. From the date of this
Agreement until the earlier of the Effective Time or the termination of this
Agreement, InfoMed covenants and agrees that it will not do or agree or commit
to do, or permit any of its Subsidiaries to do or agree or commit to do, any of
the following without the prior written consent of the chief executive officer
of SCHI, which consent shall not be unreasonably withheld:

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<PAGE> 39

(a) except as expressly contemplated by this Agreement,
amend the Certificate of Incorporation, Bylaws or other governing
instruments of any InfoMed Company, or

(b) incur any additional debt obligation or other
obligation for borrowed money (other than indebtedness of a InfoMed
Company to another InfoMed Company) in excess of an aggregate of $50,000
(for the InfoMed Companies on a consolidated basis) except in the
ordinary course of the business of the InfoMed Companies consistent with
past practices, or impose, or suffer the imposition, on any Asset of any
InfoMed Company of any Lien or permit any such Lien to exist (other than
in connection with Liens in effect as of the date hereof that are
disclosed in the InfoMed Disclosure Memorandum); or

(c) repurchase, redeem, or otherwise acquire or exchange,
directly or indirectly, any shares, or any securities convertible into
any shares, of the capital stock of any InfoMed Company, or declare or
pay any dividend or make any other distribution in respect of InfoMed's
capital stock; provided, that InfoMed may pay cumulative dividends on the
InfoMed Convertible Preferred Stock in the form of additional shares of
InfoMed Convertible Preferred Stock issued to the holders of the InfoMed
Convertible Preferred Stock; or

(d) except for this Agreement, or pursuant to the
exercise of outstanding stock options or warrants or conversion of
outstanding InfoMed Convertible Preferred Stock, or as disclosed in
Section 6.3 of the InfoMed Disclosure Memorandum, issue, sell, pledge,
encumber, authorize the issuance of, enter into any Contract to issue,
sell, pledge, encumber, or authorize the issuance of, or otherwise permit
to become outstanding, any additional shares of InfoMed Common Stock or
any other capital stock of any InfoMed Company, or any stock appreciation
rights, or any option, warrant, or other Right; or

(e) adjust, split, combine or reclassify any capital
stock of any InfoMed Company or issue or authorize the issuance of any
other securities in respect of or in substitution for shares of InfoMed
Common Stock, or sell, lease, mortgage or otherwise dispose of or
otherwise encumber (x) any shares of capital stock of any InfoMed
Subsidiary (unless any such shares of stock are sold or otherwise
transferred to another InfoMed Company) or (y) any Asset having a book
value in excess of $50,000 other than in the ordinary course of business
for reasonable and adequate consideration; or

(f) except for purchases of U.S. Treasury securities or
U.S. Government agency securities, which in either case have maturities
of three years or less, purchase any securities or make any investment in
excess of $50,000, either by purchase of stock of securities,
contributions to capital, Asset transfers, or purchase of any Assets, in
any Person other than a wholly owned InfoMed Subsidiary, or otherwise
acquire direct or indirect control over any Person, other than in
connection with the creation of new wholly owned Subsidiaries organized
to conduct or continue activities otherwise permitted by this Agreement,
or acquire any Asset having a book value in excess of $10,000; or

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<PAGE> 40

(g) grant any increase in compensation or benefits to the
employees or officers of any InfoMed Company, except in accordance with
past practice disclosed in Section 6.3 of the InfoMed Disclosure
Memorandum or as required by Law; pay any severance or termination pay or
any bonus other than pursuant to written policies or written Contracts in
effect on the date of this Agreement and disclosed in Section 6.3 of the
InfoMed Disclosure Memorandum; and enter into or amend any severance
agreements with officers of any InfoMed Company; grant any material
increase in fees or other increases in compensation or other benefits to
directors of any InfoMed Company except in accordance with past practice
disclosed in Section 6.3 of the InfoMed Disclosure Memorandum; or

(h) enter into or amend any employment Contract between
any InfoMed Company and any Person (unless such amendment is required by
Law) that the InfoMed Company does not have the unconditional right to
terminate without Liability (other than Liability for services already
rendered), at any time on or after the Effective Time; or

(i) except as disclosed in Section 6.3 of the InfoMed
Disclosure Memorandum, adopt any new employee benefit plan of any InfoMed
Company or terminate or withdraw from, or make any material change in or
to, any existing employee benefit plans of any InfoMed Company other than
any such change that is required by Law or that, in the opinion of
counsel, is necessary or advisable to maintain the tax qualified status
of any such plan, or make any distributions from such employee benefit
plans, except as required by Law, the terms of such plans or consistent
with past practice; or

(k) commence any Litigation other than in accordance with
past practice, settle any Litigation involving any Liability of any
InfoMed Company for material money damages or restrictions upon the
operations of any InfoMed Company; or

(l) except in the ordinary course of business, enter
into, modify, amend or terminate any material Contract (including any
loan Contract with an unpaid balance exceeding $50,000), enter into any
Contract licensing any InfoMed Intellectual Property to any Person other
than an InfoMed Subsidiary, or waive, release, compromise or assign any
material rights or claims.

6.4 ADVERSE CHANGES IN CONDITION. On or before the earlier of
the Effective Time or the termination of this Agreement in accordance with
Article 9, each Party agrees to give written notice promptly to the other Party
upon becoming aware of the occurrence or impending occurrence of any event or
circumstance relating to it or any of its Subsidiaries which (a) is reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
it or (b) would cause or constitute a material breach of any of its
representations, warranties, or covenants contained herein, and to use its
reasonable efforts to prevent or promptly to remedy the

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<PAGE> 41

same. Each Party also agrees to deliver to the other copies of all monthly
financial statements prepared in the ordinary course of business for use by
management of such Party.

6.5 REPORTS. Each Party and its Subsidiaries shall file all
reports required to be filed by it with Regulatory Authorities between the date
of this Agreement and the Effective Time and shall deliver to the other Party
copies of all such reports promptly after the same are filed. If financial
statements are contained in any such reports filed by InfoMed with the SEC,
such financial statements will fairly present the consolidated financial
position of InfoMed as of the dates indicated and the consolidated results of
operations, changes in shareholders' equity, and cash flows for the periods
then ended in accordance with GAAP (subject in the case of interim financial
statements to normal recurring year-end adjustments that are not material). As
of their respective dates, such reports filed by InfoMed with the SEC will
comply in all material respects with the Securities Laws and will not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Any financial statements contained in any other reports to another
Regulatory Authority shall be prepared in accordance with Laws applicable to
such reports.

ARTICLE 7
ADDITIONAL AGREEMENTS

7.1 SHAREHOLDER APPROVAL. InfoMed shall take any action
required to be taken under the Securities Laws and applicable state Blue Sky or
securities Laws in connection with the issuance of the shares of InfoMed Common
Stock upon consummation of the Merger. SCHI shall call a Shareholders'
Meeting, to be held as soon as reasonably practicable, for the purpose of
voting upon approval of this Agreement and such other related matters as it
deems appropriate. In connection with the Shareholders' Meeting, (i) SCHI
shall prepare, and InfoMed shall assist in the preparation of the Offering
Document and mail such Offering Document to the shareholders of SCHI, (ii)
InfoMed shall furnish to SCHI all information concerning it that SCHI may
reasonably request in connection with the Offering Document, (iii) the Board of
Directors of SCHI shall recommend to its shareholders the approval of the
matters submitted for approval, and (iv) the Board of Directors and officers of
SCHI shall use their reasonable efforts to obtain such shareholders' approval.
The Parties shall take all action necessary or appropriate to cause the Merger
to qualify for the exemption from the registration requirements of the 1933 Act
provided by Rule 506 and comparable state Blue Sky or securities Laws. SCHI
shall use its best efforts to obtain an executed SCHI Non-Accredited
Shareholder Supplement from each SCHI Non- Accredited Shareholder as soon as
practicable after delivery of the Offering Document. InfoMed and SCHI shall
make all necessary filings with respect to the Merger under the Securities
Laws.

7.2 APPLICATIONS. Each Party shall promptly prepare and file,
and cooperate in the preparation and, where appropriate, filing of,
applications with all Regulatory Authorities having jurisdiction over the
transactions contemplated by this Agreement seeking the requisite Consents

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<PAGE> 42

necessary to consummate the transactions contemplated by this Agreement. The
Parties shall deliver to each other copies of all filings, correspondence and
orders to and from all Regulatory Authorities in connection with the
transactions contemplated hereby.

7.3 FILINGS WITH STATE OFFICES. Upon the terms and subject to
the conditions of this Agreement, SCHI shall execute and file, in connection
with the Merger, the Certificate of Merger with the Secretary of State of the
State of Georgia.

7.4 AGREEMENT AS TO EFFORTS TO CONSUMMATE. Subject to the terms
and conditions of this Agreement, each Party agrees to use, and to cause its
Subsidiaries to use, its reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper, or
advisable under applicable Laws to consummate and make effective, as soon as
reasonably practicable after the date of this Agreement, the transactions
contemplated by this Agreement, including using its reasonable efforts to lift
or rescind any Order adversely affecting its ability to consummate the
transactions contemplated herein and to cause to be satisfied the conditions
referred to in Article 8; provided, that nothing herein shall preclude either
Party from exercising its rights under this Agreement. Each Party shall use,
and shall cause each of its Subsidiaries to use, its reasonable efforts to
obtain all Consents necessary or desirable for the consummation of the
transactions contemplated by this Agreement. InfoMed shall (i) take all action
necessary to cause Infosub to be incorporated and organized under the GBCC as a
wholly owned Subsidiary of InfoMed, (i) take all action necessary to cause
Infosub to execute and deliver this Agreement, and (iii) vote all of the
outstanding shares of Infosub Common Stock to approve this Agreement.

7.5 INVESTIGATION AND CONFIDENTIALITY.

(a) Prior to the Effective Time, each Party shall keep
the other Party advised of all material developments relevant to its business
and to the consummation of the Merger and shall permit the other Party to make
or cause to be made such investigation of the business and properties of it and
its Subsidiaries and of their respective financial and legal conditions as the
other Party reasonably requests, provided that such investigation shall be
reasonably related to the transactions contemplated hereby and shall not
interfere unnecessarily with normal operations. No investigation by a Party
shall affect the representations and warranties of the other Party.

(b) Each Party shall, and shall cause its advisers and
agents to, maintain the confidentiality of all confidential information
furnished to it by the other Party concerning its and its Subsidiaries'
businesses, operations, and financial positions and shall not use such
information for any purpose except in furtherance of the transactions
contemplated by this Agreement. If this Agreement is terminated prior to the
Effective Time, each Party shall promptly return or certify the destruction of
all documents and copies thereof, and all work papers containing confidential
information received from the other Party.

(c) Each Party shall use its reasonable efforts to
exercise its rights under confidentiality agreements entered into with Persons
which were considering an Acquisition

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<PAGE> 43

Proposal with respect to such Party to preserve the confidentiality of the
information relating to it and its Subsidiaries provided to such Persons and
their Affiliates and Representatives.

(d) Each Party agrees to give the other Party notice as
soon as practicable after any determination by it of any fact or occurrence
relating to the other Party which it has discovered through the course of its
investigation and which represents, or is reasonably likely to represent,
either a material breach of any representation, warranty, covenant or agreement
of the other Party or which has had or is reasonably likely to have a Material
Adverse Effect on the other Party.

7.6 PRESS RELEASES. Prior to the Effective Time, SCHI and
InfoMed shall consult with each other as to the form and substance of any press
release or other public disclosure materially related to this Agreement or any
other transaction contemplated hereby; provided, that nothing in this Section
7.6 shall be deemed to prohibit any Party from making any disclosure which its
counsel deems necessary or advisable in order to satisfy such Party's
disclosure obligations imposed by Law.

7.7 CERTAIN ACTIONS. Except with respect to this Agreement and
the transactions contemplated hereby, neither Party nor any of their respective
Affiliates or Representatives thereof retained by such Party or its
Subsidiaries shall directly or indirectly solicit any Acquisition Proposal by
any Person. Such Party, its Subsidiaries, Affiliates or Representatives shall
not furnish any non-public information that it is not legally obligated to
furnish, negotiate with respect to, or enter into any Contract with respect to,
any Acquisition Proposal, but such Party may communicate information about such
an Acquisition Proposal to its shareholders if and to the extent that it is
required to do so in order to comply with its legal obligations. A Party shall
promptly advise the other Party following the receipt of any Acquisition
Proposal and the details thereof, and advise such other Party of any
developments with respect to such Acquisition Proposal promptly upon the
occurrence thereof. Such Party shall (i) immediately cease and cause to be
terminated any existing activities, discussions or negotiations with any
Persons conducted heretofore with respect to any of the foregoing, and (ii)
direct and use its reasonable efforts to cause all of its Representatives not
to engage in any of the foregoing.

7.8 TAX TREATMENT. Each of the Parties undertakes and agrees to
use its reasonable efforts to cause the Merger, and to take no action which
would cause the Merger not, to qualify as a "reorganization" within the meaning
of Section 368(a) of the Internal Revenue Code for federal income tax purposes.

7.9 CERTAIN RIGHTS OF CERTAIN INFOMED SHAREHOLDERS. InfoMed
shall obtain from each Person who is or was a purchaser of Convertible
Preferred Stock pursuant to the agreements identified in Section 7.9 of the
InfoMed Disclosure Memorandum an agreement, in form and substance reasonably
acceptable to SCHI, providing for, among such other things as SCHI shall
require, the conversion or exchange of such Convertible Preferred Stock into
InfoMed Common Stock. InfoMed shall obtain from each holder of an InfoMed
Warrant and shall use its reasonable efforts to obtain from each Person who
possesses an InfoMed Option that does not contain

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<PAGE> 44

standard anti-dilution provisions, an agreement containing such anti-dilution
provisions, in the form and substance reasonably acceptable to SCHI.

7.10 LARGE HOLDERS. Each Party shall, prior to the Closing,
identify to the other each holder of such Party's common stock who, to the
Knowledge of such Party, will acquire shares of InfoMed Common Stock by virtue
of the Merger and who may be precluded by Rule 144 under the 1933 Act from
selling or disposing of all of the shares of InfoMed Common Stock received by
such holder in the Merger within a single calendar quarter in the absence of an
effective registration statement therefor, or another exemption from
registration, under the 1933 Act (each, a "Large Holder").

ARTICLE 8
CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE

8.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY. The respective
obligations of each Party to perform this Agreement and consummate the Merger
and the other transactions contemplated hereby are subject to the satisfaction
of the following conditions, unless waived by both Parties pursuant to Section
10.6:

(A) SHAREHOLDER APPROVAL. The shareholders of SCHI shall
have approved this Agreement, and the consummation of the transactions
contemplated hereby, including the Merger, as and to the extent required
by Law or by the provisions of any governing instruments.

(B) REGULATORY APPROVALS. All Consents of, filings and
registrations with, and notifications to, all Regulatory Authorities
required for consummation of the Merger shall have been obtained or made
and shall be in full force and effect and all waiting periods required by
Law shall have expired. No Consent obtained from any Regulatory
Authority which is necessary to consummate the transactions contemplated
hereby shall be conditioned or restricted in a manner (including
requirements relating to the raising of additional capital or the
disposition of Assets) which in the reasonable judgment of the Board of
Directors of either Party would so materially adversely impact the
economic or business assumptions of the transactions contemplated by this
Agreement that, had such condition or requirement been known, such Party
would not, in its reasonable judgment, have entered into this Agreement.

(C) CONSENTS AND APPROVALS. Each Party shall have
obtained any and all Consents required for consummation of the Merger
(other than those referred to in Section 8.1(b)) or for the preventing of
any Default under any Contract or Permit of such Party which, if not
obtained or made, is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on such Party. No Consent so
obtained which is necessary to consummate the transactions contemplated
hereby shall be conditioned or restricted in a manner which in the
reasonable judgment of the Board of Directors of either Party would so
materially adversely impact the economic or business assumptions of the
transactions

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<PAGE> 45

contemplated by this Agreement that, had such condition or requirement
been known, such Party would not, in its reasonable judgment, have
entered into this Agreement.

(D) LEGAL PROCEEDINGS. No court or governmental or
regulatory authority of competent jurisdiction shall have enacted,
issued, promulgated, enforced or entered any Law or Order (whether
temporary, preliminary or permanent) or taken any other action which
prohibits, restricts or makes illegal consummation of the transactions
contemplated by this Agreement.

(E) TAX MATTERS. Each Party shall have received a
written opinion of counsel from Alston & Bird or such other law firm
reasonably acceptable to the Parties, in form reasonably satisfactory to
such Parties (the "Tax Opinion"), to the effect that (i) the Merger will
constitute a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code, (ii) the exchange in the Merger of SCHI Common
Stock for InfoMed Common Stock will not give rise to gain or loss to the
shareholders of SCHI with respect to such exchange (except to the extent
of any cash received), and (iii) none of SCHI, Infosub or InfoMed will
recognize gain or loss as a consequence of the Merger (except for amounts
resulting from any required change in accounting methods and any income
and deferred gain recognized pursuant to Treasury regulations issued
under Section 1502 of the Internal Revenue Code). In rendering such Tax
Opinion, such counsel shall be entitled to rely upon representations of
officers of SCHI and InfoMed reasonably satisfactory in form and
substance to such counsel.

(F) REGISTRATION RIGHTS AGREEMENT. InfoMed shall have
executed and delivered to each Large Holder who has been identified as
such pursuant to Section 7.10 a registration rights agreement in
substantially the form of Exhibit 3 (the "Registration Rights
Agreement").

(G) EMPLOYEE BENEFITS OPINION. Each Party shall have
received an opinion of Powell, Goldstein, Frazer & Murphy, special
counsel to SCHI, dated as of the Closing Date, in form reasonably
satisfactory to InfoMed, as to the matters set forth in Exhibit 4.

(H) INFOMED FAIRNESS OPINION. InfoMed shall have
received from a nationally recognized investment banking or valuation
firm reasonably acceptable to each Party (it being agreed that Jeffries &
Company is acceptable) an opinion to the effect that consideration to be
paid in the Merger is fair, from a financial point of view, to InfoMed
and its shareholders, and such opinion shall not have been withdrawn or
modified in any material adverse respect as of the Effective Time.

(I) SCHI FAIRNESS OPINION. The trustee of the Central
Health Holding Company, Inc. Employee Stock Ownership Plan shall have
received from a nationally recognized investment banking or valuation
firm reasonably acceptable to each Party (it being agreed that
Valuemetrics, Inc. is acceptable) an opinion to the effect that
consideration to be paid in the Merger is fair, from a financial point of
view, to the

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<PAGE> 46

participants in such plan, and such opinion shall not have been withdrawn
or modified in any material adverse respect as of the Effective Time.

(J) DELIVERY OF SUPPLEMENTS. InfoMed shall have received
from the holders of not less than 95% of the outstanding SCHI Common
Stock an executed SCHI Accredited Shareholder Supplement or SCHI
Non-Accredited Shareholder Supplement.

8.2 CONDITIONS TO OBLIGATIONS OF INFOMED. The obligations of
InfoMed to perform this Agreement and consummate the Merger and the other
transactions contemplated hereby are subject to the satisfaction of the
following conditions, unless waived by InfoMed pursuant to Section 10.6(a):

(A) REPRESENTATIONS AND WARRANTIES. For purposes of this
Section 8.2(b), the accuracy of the representations and warranties of
SCHI set forth in this Agreement shall be assessed as of the date of this
Agreement and as of the Effective Time with the same effect as though all
such representations and warranties had been made on and as of the
Effective Time (provided that representations and warranties which are
confined to a specified date shall speak only as of such date). The
representations and warranties of SCHI set forth in Section 4.3 shall be
true and correct (except for inaccuracies which are de minimus in
amount). The representations and warranties of SCHI set forth in
Sections 4.15, 4.18, 4.19, and 4.20 shall be true and correct in all
material respects. There shall not exist inaccuracies in the
representations and warranties of SCHI set forth in this Agreement
(including the representations and warranties set forth in Sections 4.3,
4.15, 4.18, 4.19, and 4.20) such that the aggregate effect of such
inaccuracies has, or is reasonably likely to have, a Material Adverse
Effect on SCHI; provided that, for purposes of this sentence only, those
representations and warranties which are qualified by references to
"material" or "Material Adverse Effect" shall be deemed not to include
such qualifications.

(B) PERFORMANCE OF AGREEMENTS AND COVENANTS. Each and
all of the agreements and covenants of SCHI to be performed and complied
with pursuant to this Agreement and the other agreements contemplated
hereby prior to the Effective Time shall have been duly performed and
complied with in all material respects.

(C) CERTIFICATES. SCHI shall have delivered to InfoMed
(i) a certificate, dated as of the SCHI Effective Time and signed on its
behalf by its president and its chief financial officer, to the effect
that the conditions set forth in Section 8.1 as relates to SCHI and in
Section 8.2(a) and 8.2(b) have been satisfied, and (ii) certified copies
of resolutions duly adopted by SCHI's Board of Directors and shareholders
evidencing the taking of all corporate action necessary to authorize the
execution, delivery and performance of this Agreement, and the
consummation of the transactions contemplated hereby, all in such
reasonable detail as InfoMed and its counsel shall request.

(D) OPINION OF COUNSEL. InfoMed shall have received an
opinion of Alston & Bird, counsel to SCHI, dated as of the Closing, in
form and substance reasonably acceptable to InfoMed.

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<PAGE> 47

8.3 CONDITIONS TO OBLIGATIONS OF SCHI. The obligations of SCHI
to perform this Agreement and consummate the Merger and the other transactions
contemplated hereby are subject to the satisfaction of the following
conditions, unless waived by SCHI pursuant to Section 10.6(b):

(A) REPRESENTATIONS AND WARRANTIES. For purposes of this
Section 8.3(a), the accuracy of the representations and warranties of
InfoMed set forth in this Agreement shall be assessed as of the date of
this Agreement and as of the Effective Time with the same effect as
though all such representations and warranties had been made on and as of
the Effective Time (provided that representations and warranties which
are confined to a specified date shall speak only as of such date). The
representations and warranties of InfoMed set forth in Section 5.3 shall
be true and correct (except for inaccuracies which are de minimus in
amount). The representations and warranties of InfoMed set forth in
Sections 5.15, 5.19, 5.20 and 5.21 shall be true and correct in all
material respects. There shall not exist inaccuracies in the
representations and warranties of InfoMed set forth in this Agreement
(including the representations and warranties set forth in Sections 5.3,
5.15, 5.19, 5.20 and 5.21) such that the aggregate effect of such
inaccuracies has, or is reasonably likely to have, a Material Adverse
Effect on InfoMed; provided that, for purposes of this sentence only,
those representations and warranties which are qualified by references to
"material" or "Material Adverse Effect" shall be deemed not to include
such qualifications.

(B) PERFORMANCE OF AGREEMENTS AND COVENANTS. Each and
all of the agreements and covenants of InfoMed to be performed and
complied with pursuant to this Agreement and the other agreements
contemplated hereby prior to the Effective Time shall have been duly
performed and complied with in all material respects.

(C) CERTIFICATES. InfoMed shall have delivered to SCHI
(i) a certificate, dated as of the Effective Time and signed on its
behalf by its chief executive officer and its chief financial officer, to
the effect that the conditions set forth in Section 8.1 as relates to
InfoMed and in Section 8.3(a) and 8.3(b) have been satisfied, and (ii)
certified copies of resolutions duly adopted by InfoMed's Board of
Directors and shareholders and Infosub's Board of Directors and sole
shareholder evidencing the taking of all corporate action necessary to
authorize the execution, delivery and performance of this Agreement, and
the consummation of the transactions contemplated hereby, all in such
reasonable detail as SCHI and its counsel shall request.

(D) OPINION OF COUNSEL. SCHI shall have received an
opinion of Smith, Gambrell & Russell, counsel to InfoMed, dated as of the
Closing, in form and substance reasonably acceptable to SCHI.

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<PAGE> 48

ARTICLE 9
TERMINATION

9.1 TERMINATION. Notwithstanding any other provision of this
Agreement, and notwithstanding the approval of this Agreement by the
shareholders of SCHI, this Agreement may be terminated and the Merger abandoned
at any time prior to the Effective Time:

(a) By mutual consent of the Board of Directors of
InfoMed and the Board of Directors of SCHI; or

(b) By the Board of Directors of either Party (provided
that the terminating Party is not then in material breach of any
representation, warranty, covenant, or other agreement contained in this
Agreement) in the event of a material breach by the other Party of any
representation or warranty contained in this Agreement which cannot be or
has not been cured within 10 days after the giving of written notice to
the breaching Party of such breach and which breach is reasonably likely,
in the opinion of the non-breaching Party, to have, individually or in
the aggregate, a Material Adverse Effect on the breaching Party; or

(c) By the Board of Directors of either Party (provided
that the terminating Party is not then in material breach of any
representation, warranty, covenant, or other agreement contained in this
Agreement) in the event of a material breach by the other Party of any
covenant or agreement contained in this Agreement which cannot be or has
not been cured within 10 days after the giving of written notice to the
breaching Party of such breach; or

(d) By the Board of Directors of either Party (provided
that the terminating Party is not then in material breach of any
representation, warranty, covenant, or other agreement contained in this
Agreement) in the event (i) any Consent of any Regulatory Authority
required for consummation of the Merger and the other transactions
contemplated hereby shall have been denied by final nonappealable action
of such authority or if any action taken by such authority is not
appealed within the time limit for appeal, or (ii) the shareholders of
SCHI fail to vote their approval of the matters relating to this
Agreement and the transactions contemplated hereby at the Shareholders'
Meeting where such matters were presented to such shareholders for
approval and voted upon; or

(e) By the Board of Directors of either Party in the
event that the Merger shall not have been consummated by December 31,
1996, if the failure to consummate the transactions contemplated hereby
on or before such date is not caused by any breach of this Agreement by
the Party electing to terminate pursuant to this Section 9.1(e); or

(f) By the Board of Directors of either Party (provided
that the terminating Party is not then in material breach of any
representation, warranty, covenant, or other agreement contained in this
Agreement) in the event that any of the conditions precedent to the
obligations of such Party to consummate the Merger cannot be satisfied or
fulfilled by

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<PAGE> 49

the date specified in Section 9.1(e), and the failure to satisfy such
condition precedent would result in a Material Adverse Effect on such
Party.

9.2 EFFECT OF TERMINATION. In the event of the termination and
abandonment of this Agreement pursuant to Section 9.1, this Agreement shall
become void and have no effect, except that (a) the provisions of this Section
9.2 and Article 10 and Section 7.5(b) shall survive any such termination and
abandonment, and (ii) a termination pursuant to Sections 9.1(b), 9.1(c) or
9.1(f) shall not relieve the breaching Party from Liability for an uncured
willful breach of a representation, warranty, covenant, or agreement giving
rise to such termination.

9.3 NON-SURVIVAL OF REPRESENTATIONS AND COVENANTS. The
respective representations, warranties, obligations, covenants, and agreements
of the Parties shall not survive the Effective Time except this Section 9.3 and
Articles 1, 2, 3 and 10.

ARTICLE 10
MISCELLANEOUS

10.1 DEFINITIONS.

(a) Except as otherwise provided herein, the capitalized
terms set forth below shall have the following meanings:

"Acquisition Proposal" with respect to a Party shall mean
any tender offer or exchange offer or any proposal for a merger,
acquisition of all of the stock or assets of, or other business
combination involving the acquisition of such Party or any of its
Subsidiaries or the acquisition of a substantial equity interest in, or a
substantial portion of the assets of, such Party or any of its
Subsidiaries.

"Affiliate" of a Person shall mean: (i) any other Person
directly, or indirectly through one or more intermediaries, controlling,
controlled by or under common control with such Person; (ii) any officer,
director, partner, employer, or direct or indirect beneficial owner of
any 10% or greater equity or voting interest of such Person; or (iii) any
other Person for which a Person described in clause (ii) acts in any such
capacity.

"Agreement" shall mean this Agreement and Plan of Merger,
including the Exhibits delivered pursuant hereto and incorporated herein
by reference.

"Assets" of a Person shall mean all of the assets,
properties, businesses and rights of such Person of every kind, nature,
character and description, whether real, personal or mixed, tangible or
intangible, accrued or contingent, or otherwise relating to or utilized
in such Person's business, directly or indirectly, in whole or in part,
whether or not carried on the books and records of such Person, and
whether or not owned in the name of such Person or any Affiliate of such
Person and wherever located.

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"Certificate of Merger" shall mean the Certificate of Merger
to be executed by SCHI and filed with the Secretary of State of the State
of Georgia relating to the Merger.

"Closing Date" shall mean the date on which the Closing
occurs.

"Confidentiality Agreement" shall mean that certain
Confidentiality Agreement, dated February 1, 1996, between SCHI and
InfoMed.

"Consent" shall mean any consent, approval, authorization,
clearance, exemption, waiver, or similar affirmation by any Person
pursuant to any Contract, Law, Order, or Permit.

"Contract" shall mean any written or oral agreement,
arrangement, authorization, commitment, contract, indenture, instrument,
lease, obligation, plan, practice, restriction, understanding, or
undertaking of any kind or character, or other document to which any
Person is a party or that is binding on any Person or its capital stock,
Assets or business.

"Default" shall mean (i) any breach or violation of or
default under any Contract, Order, or Permit, (ii) any occurrence of any
event that with the passage of time or the giving of notice or both would
constitute a breach or violation of or default under any Contract, Order,
or Permit, or (iii) any occurrence of any event that with or without the
passage of time or the giving of notice would give rise to a right to
terminate or revoke, change the current terms of, or renegotiate, or to
accelerate, increase, or impose any Liability under, any Contract, Order,
or Permit.

"DGCL" shall mean the Delaware General Corporation Law.

"Environmental Laws" shall mean all Laws relating to
pollution or protection of human health or the environment (including
ambient air, surface water, ground water, land surface, or subsurface
strata) and which are administered, interpreted, or enforced by the
United States Environmental Protection Agency and state and local
agencies with jurisdiction over, and including common law in respect of,
pollution or protection of the environment, including the Comprehensive
Environmental Response Compensation and Liability Act, as amended, 42
U.S.C. 9601 et seq. ("CERCLA"), the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. 6901 et seq. ("RCRA"), and other Laws
relating to emissions, discharges, releases, or threatened releases of
any Hazardous Material, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport,
or handling of any Hazardous Material.

"ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.

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<PAGE> 51

"ERISA Affiliate" shall mean any trade, business, or
corporation which together with an SCHI Company or an InfoMed Company, as
applicable, is treated as a single employer for purposes of Section
414(b), (c) or (m) of the Internal Revenue Code.

"Exhibits" 1 through 4, inclusive, shall mean the Exhibits
so marked, copies of which are attached to this Agreement. Such Exhibits
are hereby incorporated by reference herein and made a part hereof, and
may be referred to in this Agreement and any other related instrument or
document without being attached hereto.

"GAAP" shall mean generally accepted accounting principles,
consistently applied during the periods involved.

"GBCC" shall mean the Georgia Business Corporation Code.

"Hazardous Material" shall mean (i) any hazardous substance,
hazardous material, hazardous waste, regulated substance, or toxic
substance (as those terms are defined by any applicable Environmental
Laws) and (ii) any chemicals, pollutants, contaminants, petroleum,
petroleum products, or oil (and specifically shall include asbestos
requiring abatement, removal, or encapsulation pursuant to the
requirements of governmental authorities and any polychlorinated
biphenyls).

"InfoMed Capital Stock" shall mean, collectively, the
InfoMed Common Stock, the InfoMed Preferred Stock and any other class or
series of capital stock of InfoMed.

"InfoMed Convertible Preferred Stock" shall mean the InfoMed
Preferred Stock designated as the "Class A Convertible Preferred Stock."

"InfoMed Common Stock" shall mean the $0.001 par value
common stock of InfoMed.

"InfoMed Companies" shall mean, collectively, InfoMed and
all InfoMed Subsidiaries.

"InfoMed Disclosure Memorandum" shall mean the written
information entitled "InfoMed Holdings, Inc. Disclosure Memorandum"
delivered prior to the date of this Agreement to SCHI describing in
reasonable detail the matters contained therein and, with respect to each
disclosure made therein, specifically referencing each Section of this
Agreement under which such disclosure is being made. Information
disclosed with respect to one Section shall not be deemed to be disclosed
for purposes of any other Section not specifically referenced with
respect thereto.

"InfoMed Financial Statements" shall mean (i) the
consolidated balance sheets (including related notes and schedules, if
any) of InfoMed as of March 31, 1996, and as of June 30, 1995 and 1994,
and the related statements of income, changes in shareholders' equity,
and cash flows (including related notes and schedules, if any) for the
nine months

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<PAGE> 52

ended March 31, 1996, and for each of the three fiscal years ended June
30, 1995, 1994 and 1993, as filed by InfoMed in SEC Documents, and (ii)
the consolidated balance sheets of InfoMed (including related notes and
schedules, if any) and related statements of income, changes in
shareholders' equity, and cash flows (including related notes and
schedules, if any) included in SEC Documents filed with respect to
periods ended subsequent to March 31, 1996.

"InfoMed Preferred Stock" shall mean the $10.00 par value
preferred stock of InfoMed.

"InfoMed Subsidiaries" shall mean the Subsidiaries of
InfoMed, which shall include the InfoMed Subsidiaries described in
Section 5.4 and any corporation or other organization acquired as a
Subsidiary of InfoMed in the future and held as a Subsidiary by InfoMed
at the Effective Time.

"Infosub Common Stock" shall mean the $1.00 par value common
stock of Infosub.

"Intellectual Property" shall mean copyrights, patents,
trademarks, service marks, service names, trade names, applications
therefor, technology rights and licenses, computer software (including
any source or object codes therefor or documentation relating thereto),
trade secrets, franchises, know-how, inventions, and other intellectual
property rights.

"Internal Revenue Code" shall mean the Internal Revenue Code
of 1986, as amended, and the rules and regulations promulgated
thereunder.

"Knowledge" as used with respect to a Person (including
references to such Person being aware of a particular matter) shall mean
those facts that are known or should reasonably have been known after due
inquiry by the chairman, president, chief financial officer, chief
accounting officer, chief operating officer, general counsel, any
assistant or deputy general counsel, or any senior, executive or other
vice president of such Person and the knowledge of any such persons
obtained or which would have been obtained from a reasonable
investigation.

"Law" shall mean any code, law, ordinance, regulation,
reporting or licensing requirement, rule, or statute applicable to a
Person or its Assets, Liabilities, or business, including those
promulgated, interpreted or enforced by any Regulatory Authority.

"Liability" shall mean any direct or indirect, primary or
secondary, liability, indebtedness, obligation, penalty, cost or expense
(including costs of investigation, collection and defense), claim,
deficiency, guaranty or endorsement of or by any Person (other than
endorsements of notes, bills, checks, and drafts presented for collection
or deposit in the ordinary course of business) of any type, whether
accrued, absolute or contingent, liquidated or unliquidated, matured or
unmatured, or otherwise.

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<PAGE> 53

"Lien" shall mean any conditional sale agreement, default of
title, easement, encroachment, encumbrance, hypothecation, infringement,
lien, mortgage, pledge, reservation, restriction, security interest,
title retention or other security arrangement, or any adverse right or
interest, charge, or claim of any nature whatsoever of, on, or with
respect to any property or property interest, other than (i) Liens for
current property Taxes not yet due and payable, and (ii) Liens which do
not materially impair the use of or title to the Assets subject to such
Lien.

"Litigation" shall mean any action, arbitration, cause of
action, claim, complaint, criminal prosecution, governmental or other
examination or investigation, hearing, administrative or other proceeding
relating to or affecting a Party, its business, its Assets (including
Contracts related to it), or the transactions contemplated by this
Agreement.

"Material" for purposes of this Agreement shall be
determined in light of the facts and circumstances of the matter in
question; provided that any specific monetary amount stated in this
Agreement shall determine materiality in that instance.

"Material Adverse Effect" on a Party shall mean an event,
change or occurrence which, individually or together with any other
event, change or occurrence, has a material adverse impact on (i) the
financial position, business, or results of operations of such Party and
its Subsidiaries, taken as a whole, or (ii) the ability of such Party to
perform its obligations under this Agreement or to consummate the Merger
or the other transactions contemplated by this Agreement, provided that
"Material Adverse Effect" shall not be deemed to include the impact of
(a) changes in Laws of general applicability or interpretations thereof
by courts or governmental authorities, (b) changes in generally accepted
accounting principles, (c) actions and omissions of a Party (or any of
its Subsidiaries) taken with the prior written Consent of the other Party
in contemplation of the transactions contemplated hereby, and (d) the
direct effects of compliance with this Agreement on the operating
performance of the Parties, including expenses incurred by the Parties in
consummating the transactions contemplated by this Agreement.

"NASD" shall mean the National Association of Securities
Dealers, Inc.

"1933 Act" shall mean the Securities Act of 1933, as
amended.

"1934 Act" shall mean the Securities Exchange Act of 1934,
as amended.

"Offering Statement" shall mean an offering statement
satisfying the requirements set forth in SEC Rule 502(b)(2) under the
1933 Act and comparable, applicable state Blue Sky or securities Laws.

"Operating Property" shall mean any property owned, leased,
or operated by the Party in question or by any of its Subsidiaries or in
which such Party or Subsidiary holds a security interest or other
interest (including an interest in a fiduciary capacity), and, where

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<PAGE> 54

required by the context, includes the owner or operator of such property,
but only with respect to such property.

"Order" shall mean any administrative decision or award,
decree, injunction, judgment, order, quasi- judicial decision or award,
ruling, or writ of any federal, state, local or foreign or other court,
arbitrator, mediator, tribunal, administrative agency, or Regulatory
Authority.

"Party" shall mean either SCHI or InfoMed, and "Parties"
shall mean both SCHI and InfoMed.

"Permit" shall mean any federal, state, local, and foreign
governmental approval, authorization, certificate, easement, filing,
franchise, license, notice, permit, or right to which any Person is a
party or that is or may be binding upon or inure to the benefit of any
Person or its securities, Assets, or business.

"Person" shall mean a natural person or any legal,
commercial or governmental entity, such as, but not limited to, a
corporation, general partnership, joint venture, limited partnership,
limited liability company, trust, business association, group acting in
concert, or any person acting in a representative capacity.

"Proxy Statement" shall mean the proxy statement prepared by
SCHI and used by SCHI to solicit the approval of its shareholders of the
transactions contemplated by this Agreement.

"Regulatory Authorities" shall mean, collectively, the NASD,
the SEC, the Federal Trade Commission, the United States Department of
Justice, and all other federal, state, county, local or other
governmental or regulatory agencies, authorities, instrumentalities,
commissions, boards or bodies having jurisdiction over the Parties and
their respective Subsidiaries.

"Representative" shall mean any investment banker, financial
advisor, attorney, accountant, consultant, or other representative of a
Person.

"Rights" shall mean all arrangements, calls, commitments,
Contracts, options, rights to subscribe to, scrip, understandings,
warrants, or other binding obligations of any character whatsoever
relating to, or securities or rights convertible into or exchangeable
for, shares of the capital stock of a Person or by which a Person is or
may be bound to issue additional shares of its capital stock or other
Rights.

"SCHI Accredited Shareholder" shall mean any holder of SCHI
Common Stock who is, in the reasonable judgment of InfoMed, an
"accredited investor" within the meaning of Rule 501(a) under the 1933
Act.

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<PAGE> 55

"SCHI Accredited Shareholder Supplement" shall mean that
certain Agreement provided to SCHI Accredited Shareholders pursuant to
Section 3.2 and to be delivered and executed by each SCHI Accredited
Shareholder.

"SCHI Class A Common Stock" shall mean the no par value
Class A Common Stock of SCHI.

"SCHI Class B Common Stock" shall mean the no par value
Class B Common Stock of SCHI.

"SCHI Common Stock" shall mean the SCHI Class A Common Stock
and the SCHI Class B Common Stock.

"SCHI Companies" shall mean, collectively, SCHI and all SCHI
Subsidiaries.

"SCHI Disclosure Memorandum" shall mean the written
information entitled "Simione Central Holding Company, Inc. Disclosure
Memorandum" delivered prior to the date of this Agreement (and as of
September 13, 1996) to InfoMed describing in reasonable detail the
matters contained therein and, with respect to each disclosure made
therein, specifically referencing each Section of this Agreement under
which such disclosure is being made. Information disclosed with respect
to one Section shall not be deemed to be disclosed for purposes of any
other Section not specifically referenced with respect thereto.

"SCHI Financial Statements" shall mean (i) the consolidated
balance sheets (including related notes and schedules, if any) of SCHI as
of June 30, 1996, and the related statements of income, changes in
shareholders' equity, and cash flows (including related notes and
schedules, if any) for the six months ended June 30, 1996, included in
the SCHI Disclosure Memorandum, (ii) the consolidated balance sheets
(including related notes and schedules, if any) of SCHI as of December
31, 1995 and 1994, and the related statements of income, changes in
shareholders' equity, and cash flows (including related notes and
schedules, if any) for each of the three fiscal years ended December 31,
1995, 1994 and 1993, to be delivered by SCHI to InfoMed as soon as
practicable after the date of this Agreement (the "SCHI Audited
Statements"), and (iii) the consolidated balance sheets of SCHI
(including related notes and schedules, if any) and related statements of
income, changes in shareholders' equity, and cash flows (including
related notes and schedules, if any) with respect to periods ended
subsequent to June 30, 1996.

"SCHI Non-Accredited Shareholder" shall mean any holder of
SCHI Common Stock who is not, in the reasonable judgment of InfoMed, an
"accredited investor" within the meaning of Rule 501(a) under the 1933
Act.

"SCHI Non-Accredited Shareholder Supplement" shall mean that
certain Agreement provided to the SCHI Non-Accredited Shareholders
pursuant to Section 3.2 and to be delivered and executed by each SCHI
Non-Accredited Shareholder.

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<PAGE> 56

"SCHI Stock Plan" shall mean the existing stock option,
plans and other stock-based compensation plans of SCHI.

"SCHI Subsidiaries" shall mean the Subsidiaries of SCHI,
which shall include the SCHI Subsidiaries described in Section 4.4 and
any corporation or other organization acquired as a Subsidiary of SCHI in
the future and held as a Subsidiary by SCHI at the Effective Time.

"SEC Documents" shall mean all forms, proxy statements,
registration statements, reports, schedules, and other documents filed,
or required to be filed, by a Party or any of its Subsidiaries with any
Regulatory Authority pursuant to the Securities Laws.

"Securities Laws" shall mean the 1933 Act, the 1934 Act, the
Investment Company Act of 1940, as amended, the Investment Advisors Act
of 1940, as amended, the Trust Indenture Act of 1939, as amended, and the
rules and regulations of any Regulatory Authority promulgated thereunder.

"Shareholders' Meeting" shall mean the meeting of the
shareholders of SCHI to be held pursuant to Section 7.1, including any
adjournment or adjournments thereof.

"Subsidiaries" shall mean all those corporations,
associations, or other business entities of which the entity in question
either (i) owns or controls 50% or more of the outstanding equity
securities either directly or through an unbroken chain of entities as to
each of which 50% or more of the outstanding equity securities is owned
directly or indirectly by its parent (provided, there shall not be
included any such entity the equity securities of which are owned or
controlled in a fiduciary capacity), (ii) in the case of partnerships,
serves as a general partner, (iii) in the case of a limited liability
company, serves as a managing member, or (iv) otherwise has the ability
to elect a majority of the directors, trustees or managing members
thereof.

"Tax" or "Taxes" shall mean any federal, state, county,
local, or foreign taxes, charges, fees, levies, imposts, duties, or other
assessments, including income, gross receipts, excise, employment, sales,
use, transfer, license, payroll, franchise, severance, stamp, occupation,
windfall profits, environmental, federal highway use, commercial rent,
customs duties, capital stock, paid-up capital, profits, withholding,
Social Security, single business and unemployment, disability, real
property, personal property, registration, ad valorem, value added,
alternative or add-on minimum, estimated, or other tax or governmental
fee of any kind whatsoever, imposes or required to be withheld by the
United States or any state, county, local or foreign government or
subdivision or agency thereof, including any interest, penalties, and
additions imposed thereon or with respect thereto.

"Tax Return" shall mean any report, return, information
return, or other information required to be supplied to a taxing
authority in connection with Taxes, including any return of an affiliated
or combined or unitary group that includes a Party or its Subsidiaries.

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<PAGE> 57

(b) The terms set forth below shall have the meanings ascribed
thereto in the referenced sections:

<TABLE>
<S> <C>
Closing Section 2.1
Effective Time Section 1.2
Exchange Agent Section 2.2(a)
Exchange Ratio Section 1.3
InfoMed Benefit Plans Section 5.13
InfoMed Contracts Section 5.14
InfoMed ERISA Plan Section 5.13
InfoMed Pension Plan Section 5.13
Large Holder Section 7.10
Merger Preamble
Offering Document Section 4.17
SCHI Benefit Plans Section 4.13
SCHI Contracts Section 4.14
SCHI ERISA Plan Section 4.13
SCHI Options Section 1.7
SCHI Warrants Section 1.7
Surviving Corporation Section 1.1
Takeover Laws Section 4.19
Tax Opinion Section 8.1(e)
</TABLE>

(c) Any singular term in this Agreement shall be deemed
to include the plural, and any plural term the singular. Whenever the words
"include," "includes" or "including" are used in this Agreement, they shall be
deemed followed by the words "without limitation." "Date of this Agreement" and
words of similar import (such as "date hereof") shall mean September 5, 1996.

10.2 EXPENSES.

(a) Except as otherwise provided in this Section 10.2,
each of the Parties shall bear and pay all direct costs and expenses incurred
by it or on its behalf in connection with the transactions contemplated
hereunder, including filing, registration and application fees, printing fees,
and fees and expenses of its own financial or other consultants, investment
bankers, accountants, and counsel.

(b) Nothing contained in this Section 10.2 shall
constitute or shall be deemed to constitute liquidated damages for the willful
breach by a Party of the terms of this Agreement or otherwise limit the rights
of the nonbreaching Party.

10.3 BROKERS, TRUSTEES AND FINDERS. Except for The
Robinson-Humphrey Company, Inc. and Valuemetrics, Inc. as to SCHI, and except
for Jeffries & Company, Inc. as to InfoMed, each of the Parties represents and
warrants that neither it nor any of its officers, directors, employees, or
Affiliates has employed any broker or finder or incurred any Liability for any
financial advisory fees, investment bankers' fees, brokerage fees, commissions,
or finders' fees

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<PAGE> 58

in connection with this Agreement or the transactions contemplated hereby. In
the event of a claim by any broker or finder based upon his or its representing
or being retained by or allegedly representing or being retained by SCHI or
InfoMed, each of SCHI and InfoMed, as the case may be, agrees to indemnify and
hold the other Party harmless of and from any Liability in respect of any such
claim.

10.4 ENTIRE AGREEMENT. Except as otherwise expressly provided
herein, this Agreement (including the documents and instruments referred to
herein) constitutes the entire agreement between the Parties with respect to
the transactions contemplated hereunder and supersedes all prior arrangements
or understandings with respect thereto, written or oral (except, as to Section
7.5(b), for the Confidentiality Agreement). Nothing in this Agreement
expressed or implied, is intended to confer upon any Person, other than the
Parties or their respective successors, any rights, remedies, obligations, or
liabilities under or by reason of this Agreement.

10.5 AMENDMENTS. To the extent permitted by Law, this Agreement
may be amended by a subsequent writing signed by each of the Parties upon the
approval of the Boards of Directors of each of the Parties, whether before or
after shareholder approval of this Agreement has been obtained; provided, that
after any such approval by the holders of SCHI Common Stock, there shall be
made no amendment that reduces or modified in any material respect the
consideration to be received by holders of SCHI Common Stock.

10.6 WAIVERS.

(a) Prior to or at the Effective Time, InfoMed, acting
through its Board of Directors, chief executive officer or other authorized
officer, shall have the right to waive any Default in the performance of any
term of this Agreement by SCHI, to waive or extend the time for the compliance
or fulfillment by SCHI of any and all of its obligations under this Agreement,
and to waive any or all of the conditions precedent to the obligations of
InfoMed under this Agreement, except any condition which, if not satisfied,
would result in the violation of any Law. No such waiver shall be effective
unless in writing signed by a duly authorized officer of InfoMed.

(b) Prior to or at the Effective Time, SCHI, acting
through its Board of Directors, chief executive officer or other authorized
officer, shall have the right to waive any Default in the performance of any
term of this Agreement by InfoMed, to waive or extend the time for the
compliance or fulfillment by InfoMed of any and all of its obligations under
this Agreement, and to waive any or all of the conditions precedent to the
obligations of SCHI under this Agreement, except any condition which, if not
satisfied, would result in the violation of any Law. No such waiver shall be
effective unless in writing signed by a duly authorized officer of SCHI.

(c) The failure of any Party at any time or times to
require performance of any provision hereof shall in no manner affect the right
of such Party at a later time to enforce the same or any other provision of
this Agreement. No waiver of any condition or of the breach of any term
contained in this Agreement in one or more instances shall be deemed to be or
construed

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<PAGE> 59

as a further or continuing waiver of such condition or breach or a waiver of
any other condition or of the breach of any other term of this Agreement.

10.7 ASSIGNMENT. Except as expressly contemplated hereby,
neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any Party hereto (whether by operation of Law or
otherwise) without the prior written consent of the other Party. Subject to
the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by the Parties and their respective successors
and assigns.

10.8 NOTICES. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient if delivered
by hand, by facsimile transmission, by registered or certified mail, postage
pre- paid, or by courier or overnight carrier, to the persons at the addresses
set forth below (or at such other address as may be provided hereunder), and
shall be deemed to have been delivered as of the date so delivered:

SCHI: Simione Central Holding, Inc.
6650 Powers Ferry Road
Atlanta, Georgia 30339
Telecopy Number: (770) 980-1867

Attention: Gary Bremer, Chairman

Copy to Counsel: Alston & Bird
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
Telecopy Number: (404) 881-7000

Attention: George M. Maxwell, Jr., Esq.

InfoMed: InfoMed Holdings, Inc.
1180 S.W. 36th Avenue
Pompano Beach, Florida 33069
Telecopy Number: (954) 975-3906

Attention: Barrett C. O'Donnell

Copy to Counsel: Smith, Gambrell & Russell
Atlanta Financial Center, Suite 1800
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326-1010
Telecopy Number: (404) 264-2652

Attention: Arthur Jay Schwartz, Esq.

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<PAGE> 60

10.9 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the Laws of the State of Georgia, without regard
to any applicable conflicts of Laws.

10.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

10.11 CAPTIONS; ARTICLES AND SECTIONS. The captions contained in
this Agreement are for reference purposes only and are not part of this
Agreement. Unless otherwise indicated, all references to particular Articles
or Sections shall mean and refer to the referenced Articles and Sections of
this Agreement.

10.12 INTERPRETATIONS. Neither this Agreement nor any uncertainty
or ambiguity herein shall be construed or resolved against any party, whether
under any rule of construction or otherwise. No party to this Agreement shall
be considered the draftsman. The parties acknowledge and agree that this
Agreement has been reviewed, negotiated, and accepted by all parties and their
attorneys and shall be construed and interpreted according to the ordinary
meaning of the words used so as fairly to accomplish the purposes and
intentions of all parties hereto.

10.13 ENFORCEMENT OF AGREEMENT. The Parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement was not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that the Parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of the
United States or any state having jurisdiction, this being in addition to any
other remedy to which they are entitled at law or in equity.

10.14 SEVERABILITY. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable.

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<PAGE> 61

IN WITNESS WHEREOF, each SCHI and InfoMed has caused this
Agreement to be executed on its behalf as of the day and year first above
written and Infosub has caused this Agreement to be executed on its behalf on
the date set forth below opposite its name.

SIMIONE CENTRAL HOLDING, INC.

By: /s/ Gary M. Bremer
--------------------------------
Chief Executive Officer

INFOMED HOLDINGS, INC.

By: /s/ Barrett C. O'Donnell
--------------------------------
Chief Executive Officer

INFOSUB, INC.

Dated: By:
-------------------- --------------------------------
President

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