Exhibit 10.1

                            MedE America Corporation

                                4,615,400 Shares
                                  Common Stock
                                ($.01 par value)

                             Underwriting Agreement



                                                              New York, New York
                                                                February 1, 1999


Salomon Smith Barney Inc.
Bear, Stearns & Co. Inc.
William Blair & Company, L.L.C.,
As Representatives of the several Underwriters,
  c/o Salomon Smith Barney Inc.
  388 Greenwich Street
  New York, New York 10013

Ladies and Gentlemen:

          MedE America Corporation, a Delaware corporation (the "Company"),
proposes to sell to the several underwriters named in Schedule I hereto (the
"Underwriters"), for whom you (the "Representatives") are acting as
representatives, 4,615,400 shares of common stock, $.01 par value ("Common
Stock") of the Company (said shares to be issued and sold by the Company being
hereinafter called the "Underwritten Securities"). The Company also proposes to
grant to the Underwriters an option to purchase up to 692,310 additional shares
of Common Stock to cover over-allotments (the "Option Securities"; the Option
Securities, together with the Underwritten Securities, being hereinafter called
the "Securities"). To the extent there are no additional Underwriters listed on
Schedule I other than you, the term Representatives as used herein shall mean
you, as Underwriters, and the terms Representatives and Underwriters shall mean
either the singular or plural as the context requires. Certain terms used herein
are defined in Section 17 hereof.

          As part of the offering contemplated by this Agreement, Salomon Smith
Barney has agreed to reserve out of the Shares set forth opposite its name on
the Schedule I to this Agreement, up to 5% of the Underwritten Securities, for
sale to the Company's employees, officers, and directors and other parties
associated with the Company (collectively, "Participants"), as set forth in the
Prospectus under the heading "Underwriting" (the "Directed Share Program"). The
Shares to be sold by Salomon Smith Barney pursuant to the Directed Share Program
(the "Directed Shares") will be sold by Salomon Smith Barney pursuant to this
Agreement at the public offering price. Any Directed Shares not orally confirmed
for purchase by any Participants by the end of the business day on which this
Agreement is executed will be offered to the public by Salomon Smith Barney as
set forth in the Prospectus.
<PAGE>

          1. Representations and Warranties. The Company represents and warrants
to, and agrees with, each Underwriter as set forth below in this Section 1.

          (a) The Company has prepared and filed with the Commission a
     registration statement (file number 333-55977) on Form S-1, including a
     related preliminary prospectus, for registration under the Act of the
     offering and sale of the Securities. The Company has filed one or more
     amendments thereto, including a related preliminary prospectus, each of
     which has previously been furnished to you. The Company will next file with
     the Commission either (1) prior to the Effective Date of such registration
     statement, a further amendment to such registration statement (including
     the form of final prospectus) or (2) after the Effective Date of such
     registration statement, a final prospectus in accordance with Rules 430A
     and 424(b). In the case of clause (2), the Company has included in such
     registration statement, as amended at the Effective Date, all information
     (other than Rule 430A Information) required by the Act and the rules
     thereunder to be included in such registration statement and the
     Prospectus. As filed, such amendment and form of final prospectus, or such
     final prospectus, shall contain all Rule 430A Information, together with
     all other such required information, and, except to the extent the
     Representatives shall agree in writing to a modification (which agreement
     shall not be unreasonably withheld), shall be in all substantive respects
     in the form furnished to you prior to the Execution Time or, to the extent
     not completed at the Execution Time, shall contain only such specific
     additional information and other changes (beyond that contained in the
     latest Preliminary Prospectus) as the Company has advised you, prior to the
     Execution Time, will be included or made therein.

          (b) On the Effective Date, the Registration Statement did or will, and
     when the Prospectus is first filed (if required) in accordance with Rule
     424(b) and on the Closing Date (as defined herein) and on any date on which
     Option Securities are purchased, if such date is not the Closing Date (a
     "settlement date"), the Prospectus (and any supplements thereto) will,
     comply in all material respects with the applicable requirements of the Act
     and the rules thereunder; on the Effective Date and at the Execution Time,
     the Registration Statement did not or will not contain any untrue statement
     of a material fact or omit to state any material fact required to be stated

<PAGE>

     therein or necessary in order to make the statements therein not
     misleading, except for Rule 430A pricing information; and, on the Effective
     Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and
     on the date of any filing pursuant to Rule 424(b) and on the Closing Date
     and any settlement date, the Prospectus (together with any supplement
     thereto) will not, include any untrue statement of a material fact or omit
     to state a material fact necessary in order to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading; provided, however, that the Company makes no representations or
     warranties as to the information contained in or omitted from the
     Registration Statement, or the Prospectus (or any supplement thereto) in
     reliance upon and in conformity with information furnished herein or in
     writing to the Company by or on behalf of any Underwriter through the
     Representatives specifically for inclusion in the Registration Statement or
     the Prospectus (or any supplement thereto).

          (c) Each of the Company and its Subsidiaries (as defined herein) has
     been duly incorporated and is validly existing as a corporation in good
     standing under the laws of the jurisdiction in which it is chartered or
     organized with full corporate power and authority to own or lease, as the
     case may be, and to operate its properties and conduct its business as
     described in the Prospectus, and is duly qualified to do business as a
     foreign corporation and is in good standing under the laws of each
     jurisdiction which requires such qualification, except where the failure as
     to due qualification to do business would not have a material adverse
     effect on the condition (financial or otherwise), prospects, earnings,
     business or properties of the Company and the Subsidiaries, taken as a
     whole, whether or not arising from transactions in the ordinary course of
     business, except as set forth in or contemplated in the Prospectus
     (exclusive of any supplement thereto) (a "Material Adverse Effect");

          (d) All the outstanding shares of capital stock of the Subsidiaries
     have been duly and validly authorized and issued and are fully paid and
     nonassessable, and, except as otherwise set forth in the Prospectus, all
     outstanding shares of capital stock of the Subsidiaries are owned by the
     Company directly free and clear of any perfected security interest or any
     other security interests, claims, liens or encumbrances;

          (e) The Company's authorized equity capitalization is as set forth in
     the Prospectus; the capital stock of the Company conforms in all material
     respects to the description thereof contained in the Prospectus; the
     outstanding shares of Common Stock have been duly and validly authorized
     and issued and are fully paid and nonassessable; the Securities have been
     duly and validly authorized, and, when issued and delivered to and paid for
     by the Underwriters pursuant to this Agreement, will be fully paid and
     nonassessable; the Securities are duly listed, and admitted and authorized
     for trading, subject to official notice of issuance and evidence of
     satisfactory distribution, on the Nasdaq National Market; the certificates
     for the Securities are in valid and sufficient form; the holders of
     outstanding shares of capital stock of the Company are not entitled to
     preemptive or other rights to subscribe for the Securities except for such
     rights of WCAS Capital Partners II, L.P. as have been effectively waived;
     and, except as set forth in the Prospectus, no options, warrants or other
     rights to purchase, agreements or other obligations to issue, or rights to
     convert any obligations into or exchange any securities for, shares of
     capital stock of or ownership interests in the Company are outstanding;
<PAGE>

          (f) There is no franchise, contract or other document of a character
     required to be described in the Registration Statement or Prospectus, or to
     be filed as an exhibit thereto, which is not described or filed as
     required; and the statements in the Prospectus under the headings "Risk
     Factors -- Proposed Healthcare Data Confidentiality Legislation," "Business
     -- Government Regulation" and "Business -- Legal Proceedings" fairly
     summarize the matters therein described.

          (g) This Agreement has been duly authorized, executed and delivered by
     the Company and constitutes a valid and binding obligation of the Company
     enforceable in accordance with its terms, except as rights to indemnity and
     contribution hereunder may be limited by federal and state securities laws
     or principles of public policy and subject to the qualification that the
     enforceability of the Company's obligations hereunder may be limited by
     bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium
     and other laws relating to or affecting creditors' rights generally and by
     general principles of equity.

          (h) The Company is not and, after giving effect to the offering and
     sale of the Securities and the application of the proceeds thereof as
     described in the Prospectus, will not be an "investment company" as defined
     in the Investment Company Act of 1940, as amended.

          (i) No consent, approval, authorization, filing with or order of any
     court or governmental agency or body is required in connection with the
     transactions contemplated herein, except such as have been obtained under
     the Act and such as may be required under the blue sky laws of any
     jurisdiction in connection with the purchase and distribution of the
     Securities by the Underwriters in the manner contemplated herein and in the
     Prospectus.

          (j) Neither the issue and sale of the Securities nor the consummation
     of any other of the transactions herein contemplated nor the fulfillment of
     the terms hereof will conflict with, result in a breach or violation of or
     the imposition of any lien, charge or encumbrance upon any property or
     assets of the Company or the Subsidiaries pursuant to, (i) the charter or
     by-laws of the Company or the Subsidiaries, (ii) the terms of any
     indenture, contract, lease, mortgage, deed of trust, note agreement, loan
     agreement or other agreement, obligation, condition, covenant or instrument
     to which the Company or the Subsidiaries are a party or bound or to which
     its or their property is subject, or (iii) any statute, law, rule,
     regulation, judgment, order or decree applicable to the Company or the
     Subsidiaries, of any court, regulatory body, administrative agency,
     governmental body, arbitrator or other authority having jurisdiction over
     the Company or the Subsidiaries or any of its or their properties, except
     as to clauses (ii) and (iii) where such breach, violation, lien, charge or
     encumbrance would not have a Material Adverse Effect, individually or in
     the aggregate.


<PAGE>

          (k) No holders of securities of the Company have rights to the
     registration of such securities under the Registration Statement except for
     such rights of WCAS Capital Partners II, L.P. as have been effectively
     waived.

          (l) The consolidated historical financial statements and schedules of
     the Company and its consolidated Subsidiaries included in the Prospectus
     and the Registration Statement present fairly in all material respects the
     financial condition, results of operations and cash flows of the Company as
     of the dates and for the periods indicated, comply as to form with the
     applicable accounting requirements of the Act and have been prepared in
     conformity with generally accepted accounting principles applied on a
     consistent basis throughout the periods involved (except as otherwise noted
     therein). The selected financial data set forth under the caption "Selected
     Consolidated Financial Data" in the Prospectus and Registration Statement
     fairly present, on the basis stated in the Prospectus and the Registration
     Statement, the information included therein. The pro forma financial
     statements included in the Prospectus and the Registration Statement
     include assumptions that provide a reasonable basis for presenting the
     significant effects directly attributable to the transactions and events
     described therein, the related pro forma adjustments give appropriate
     effect to those assumptions, and the pro forma adjustments reflect the
     proper application of those adjustments to the historical financial
     statement amounts in the pro forma financial statements included in the
     Prospectus and the Registration Statement. The pro forma financial
     statements included in the Prospectus and the Registration Statement comply
     as to form in all material respects with the applicable accounting
     requirements of Regulation S-X under the Act and the pro forma adjustments
     have been properly applied to the historical amounts in the compilation of
     those statements.

          (m) No action, suit or proceeding by or before any court or
     governmental agency, authority or body or any arbitrator involving the
     Company or the Subsidiaries or its or their property is pending or, to the
     best knowledge of the Company, threatened that (i) could reasonably be
     expected to have a material adverse effect on the performance of this
     Agreement or the consummation of any of the transactions contemplated
     hereby or (ii) could reasonably be expected to have a Material Adverse
     Effect.

          (n) Each of the Company and the Subsidiaries owns or leases all such
     properties as are necessary to the conduct of its operations as presently
     conducted.

          (o) Neither the Company nor the Subsidiaries is in violation or
     default of (i) any provision of its charter or bylaws, (ii) the terms of
     any indenture, contract, lease, mortgage, deed of trust, note agreement,
     loan agreement or other agreement, obligation, condition, covenant or
     instrument to which it is a party or bound or to which its property is

<PAGE>

     subject, or (iii) any statute, law, rule, regulation, judgment, order or
     decree of any court, regulatory body, administrative agency, governmental
     body, arbitrator or other authority having jurisdiction over the Company or
     the Subsidiaries or any of its or their properties, as applicable, except
     as to clauses (ii) and (iii) where such violation or default would not have
     a Material Adverse Effect, individually or in the aggregate.

          (p) Deloitte & Touche LLP and KPMG Peat Marwick LLP, each of whom have
     certified certain financial statements of the Company and its consolidated
     Subsidiaries and delivered their reports with respect to the audited
     consolidated financial statements and schedules included in the Prospectus,
     each are independent public accountants with respect to the Company within
     the meaning of the Act and the applicable published rules and regulations
     thereunder.

          (q) There are no transfer taxes or other similar fees or charges under
     Federal law or the laws of any state, or any political subdivision thereof,
     required to be paid in connection with the execution and delivery of this
     Agreement or the issuance by the Company or sale by the Company of the
     Securities.

          (r) The Company has filed all foreign, federal, state and local tax
     returns that are required to be filed or has requested extensions thereof
     (except in any case in which the failure so to file would not have a
     Material Adverse Effect) and has paid all taxes required to be paid by it
     and any other assessment, fine or penalty levied against it, to the extent
     that any of the foregoing is due and payable, except for any such
     assessment, fine or penalty that is currently being contested in good faith
     or as would not have a Material Adverse Effect.

          (s) No labor problem or dispute with the employees of the Company or
     the Subsidiaries exists or is threatened or imminent, and the Company is
     not aware of any existing or imminent labor disturbance by the employees of
     any of its or the Subsidiaries' principal suppliers, contractors or
     customers, that could have a Material Adverse Effect.

          (t) The Company and the Subsidiaries are insured by insurers of
     recognized financial responsibility against such losses and risks and in
     such amounts as are prudent and customary in the businesses in which they
     are engaged; all policies of insurance and fidelity or surety bonds
     insuring the Company or the Subsidiaries or their respective businesses,
     assets, employees, officers and directors are in full force and effect; the
     Company and the Subsidiaries are in compliance with the terms of such
     policies and instruments in all material respects; and there are no claims
     by the Company or the Subsidiaries under any such policy or instrument as
     to which any insurance company is denying liability or defending under a
     reservation of rights clause; neither the Company nor the Subsidiaries have
     been refused any insurance coverage sought or applied for; and neither the
     Company nor the Subsidiaries have any reason to believe that it will not be
     able to renew its existing insurance coverage as and when such coverage
     expires or to obtain similar coverage from similar insurers as may be
     necessary to continue its business at a cost that would not have a Material
     Adverse Effect.


<PAGE>

          (u) The Subsidiaries are not currently prohibited, directly or
     indirectly, from paying any dividends to the Company, from making any other
     distribution on the Subsidiaries' capital stock, from repaying to the
     Company any loans or advances to the Subsidiaries from the Company or from
     transferring any of the Subsidiaries' property or assets to the Company,
     except as described in or contemplated by the Prospectus.

          (v) The Company and the Subsidiaries possess all licenses,
     certificates, permits and other authorizations issued by the appropriate
     federal, state or foreign regulatory authorities necessary to conduct their
     respective businesses, and neither the Company nor the Subsidiaries have
     received any notice of proceedings relating to the revocation or
     modification of any such certificate, authorization or permit which, singly
     or in the aggregate, if the subject of an unfavorable decision, ruling or
     finding, would have a Material Adverse Effect.

          (w) The Company and the Subsidiaries maintain a system of internal
     accounting controls sufficient to provide reasonable assurance that (i)
     transactions are executed in accordance with management's general or
     specific authorizations; (ii) transactions are recorded as necessary to
     permit preparation of financial statements in conformity with generally
     accepted accounting principles and to maintain asset accountability; (iii)
     access to assets is permitted only in accordance with management's general
     or specific authorization; and (iv) the recorded accountability for assets
     is compared with the existing assets at reasonable intervals and
     appropriate action is taken with respect to any differences.

          (x) The Company has not taken, directly or indirectly, any action
     designed to or which has constituted or which might reasonably be expected
     to cause or result, under the Exchange Act or otherwise, in stabilization
     or manipulation of the price of any security of the Company to facilitate
     the sale or resale of the Securities.

          (y) The Company and the Subsidiaries are (i) in compliance with any
     and all applicable foreign, federal, state and local laws and regulations
     relating to the protection of human health and safety, the environment or
     hazardous or toxic substances or wastes, pollutants or contaminants
     ("Environmental Laws"), (ii) have received and are in compliance with all
     permits, licenses or other approvals required of them under applicable
     Environmental Laws to conduct their respective businesses and (iii) have
     not received notice of any actual or potential liability for the
     investigation or remediation of any disposal or release of hazardous or
     toxic substances or wastes, pollutants or contaminants, except where such
     non-compliance with Environmental Laws, failure to receive required
     permits, licenses or other approvals, or liability would not, individually
     or in the aggregate, have a Material Adverse Effect. Except as set forth in
     the Prospectus, neither the Company nor the Subsidiaries have been named as
     a "potentially responsible party" under the Comprehensive Environmental
     Response, Compensation, and Liability Act of 1980, as amended.


<PAGE>

          (z) In the ordinary course of its business, the Company periodically
     reviews the effect of Environmental Laws on the business, operations and
     properties of the Company and the Subsidiaries, in the course of which it
     identifies and evaluates associated costs and liabilities (including,
     without limitation, any capital or operating expenditures required for
     clean-up, closure of properties or compliance with Environmental Laws, or
     any permit, license or approval, any related constraints on operating
     activities and any potential liabilities to third parties). On the basis of
     such review, the Company has reasonably concluded that such associated
     costs and liabilities would not, singly or in the aggregate, have a
     Material Adverse Effect.

          (aa) Each of the Company and the Subsidiaries has fulfilled its
     obligations, if any, under the minimum funding standards of Section 302 of
     the United States Employee Retirement Income Security Act of 1974 ("ERISA")
     and the regulations and published interpretations thereunder with respect
     to each "plan" (as defined in Section 3(3) of ERISA and such regulations
     and published interpretations) in which employees of the Company and the
     Subsidiaries are eligible to participate and each such plan is in
     compliance in all material respects with the presently applicable
     provisions of ERISA and such regulations and published interpretations. The
     Company and the Subsidiaries have not incurred any unpaid liability to the
     Pension Benefit Guaranty Corporation (other than for the payment of
     premiums in the ordinary course) or to any such plan under Title IV of
     ERISA.

          (ab) MedE America of Ohio, an Ohio corporation, Healthcare
     Interchange, Inc. and Wellmark, Incorporated, a Delaware corporation, are
     the only subsidiaries of the Company (the "Subsidiaries").

          (ac) The Company and the Subsidiaries own, possess, license or have
     other rights to use, on reasonable terms, all patents, patent applications,
     trade and service marks, trade and service mark registrations, trade names,
     copyrights, licenses, inventions, trade secrets, technology, know-how and
     other intellectual property (collectively, the "Intellectual Property")
     material to the conduct of the Company's business as now conducted or as
     proposed in the Prospectus to be conducted. Except as set forth in the
     Prospectus under the caption "Business--Intellectual Property" or as would
     not have a Material Adverse Effect, (a) other than rights granted by the
     Company in its ordinary course of business, there are no rights of third
     parties in Intellectual Property owned by the Company; (b) there is no
     material infringement by third parties as to Intellectual Property owned by
     the Company; (c) there is no pending or, to the Company's knowledge,
     threatened action, suit, proceeding or claim against the Company by others
     challenging the Company's rights in or to any such Intellectual Property,
     and the Company is unaware of any facts which would form a reasonable basis
     for any such claim against the Company; (d) there is no pending or, to the
     Company's knowledge, threatened action, suit, proceeding or claim by others
     challenging the validity or scope of any such Intellectual Property, and
     the Company is unaware of any facts which would form a reasonable basis for
     any such claim; (e) there is no pending or, to the Company's knowledge,

<PAGE>

     threatened action, suit, proceeding or claim against the Company by others
     that the Company infringes or otherwise violates any patent, trademark,
     copyright, trade secret or other proprietary rights of others, and the
     Company is unaware of any other fact which would form a reasonable basis
     for any such claim; (f) there is no U.S. patent or published U.S. patent
     application which contains claims that dominate or may dominate any
     Intellectual Property described in the Prospectus as being owned by the
     Company or that interferes with the issued or pending patents to any such
     Intellectual Property; and (g) there is no prior art of which the Company
     is aware that may render any U.S. patent held by the Company invalid or any
     U.S. patent application held by the Company unpatentable which has not been
     disclosed to the U.S. Patent and Trademark Office.

          (ad) The statements contained in the Prospectus under the captions
     "Risk Factors--Dependence on Intellectual Property; Risk of Infringement,"
     "Business--Intellectual Property" and "Business -- Legal Proceedings,"
     insofar as such statements summarize legal matters, agreements, documents,
     or proceedings discussed therein, are accurate and fair summaries of such
     legal matters, agreements, documents or proceedings.

          (ae) Except as disclosed in the Registration Statement and the
     Prospectus, the Company (i) does not have any material lending or other
     relationship with any bank or lending affiliate of an Underwriter and (ii)
     does not intend to use any of the proceeds from the sale of the Securities
     hereunder to repay any outstanding debt owed to any affiliate of an
     Underwriter.

          (af) The statements contained in the Prospectus under the captions
     "Risk Factors--Year 2000 Compliance," "Management's Discussion and Analysis
     of Financial Condition and Results of Operations--Year 2000 Compliance" and
     "Business--Year 2000 Compliance," are accurate and fair summaries of the
     Company's efforts to address the risk that the computer hardware and
     software used by them may be unable to recognize and properly execute
     date-sensitive functions involving certain dates prior to and any dates
     after December 31, 1999 (the "Year 2000 Problem") and the Company is in
     compliance with the directives of the Commission's Release No. 33-7558
     relating to Year 2000 compliance.

          (ag) Any certificate signed by any officer of the Company and
     delivered to the Representatives or counsel for the Underwriters in
     connection with the offering of the Securities shall be deemed a
     representation and warranty by the Company, as to matters covered thereby,
     to each Underwriter.

          Furthermore, the Company represents and warrants to Salomon Smith
Barney that (i) the Registration Statement, the Prospectus and any preliminary
prospectus comply, and any further amendments or supplements thereto will
comply, with any applicable laws or regulations of foreign jurisdictions in
which the Prospectus or any preliminary prospectus, as amended or supplemented,
if applicable, are distributed in connection with the Directed Share Program,

<PAGE>

and that (ii) no authorization, approval, consent, license, order, registration
or qualification of or with any government, governmental instrumentality or
court, other than such as have been obtained, is necessary under the securities
laws and regulations of foreign jurisdictions in which the Directed shares are
offered outside the United States.

          2. Purchase and Sale.

          (a) Subject to the terms and conditions and in reliance upon the
     representations and warranties herein set forth, the Company agrees to sell
     to each Underwriter, and each Underwriter agrees, severally and not
     jointly, to purchase from the Company, at a purchase price of $12.09 per
     share, the amount of the Underwritten Securities set forth opposite such
     Underwriter's name in Schedule I hereto.

          (b) Subject to the terms and conditions and in reliance upon the
     representations and warranties herein set forth, the Company hereby grants
     an option to the several Underwriters to purchase, severally and not
     jointly, up to 692,310 Option Securities at the same purchase price per
     share as the Underwriters shall pay for the Underwritten Securities. Said
     option may be exercised only to cover over-allotments in the sale of the
     Underwritten Securities by the Underwriters. Said option may be exercised
     in whole or in part at any time (but not more than once) on or before the
     30th day after the date of the Prospectus upon written or telegraphic
     notice by the Representatives to the Company setting forth the number of
     shares of the Option Securities as to which the several Underwriters are
     exercising the option and the settlement date. The number of Option
     Securities to be purchased by each Underwriter shall be the same percentage
     of the total number of shares of the Option Securities to be purchased by
     the several Underwriters as such Underwriter is purchasing of the
     Underwritten Securities, subject to such adjustments as you in your
     absolute discretion shall make to eliminate any fractional shares.

          3. Delivery and Payment. Delivery of and payment for the Underwritten
Securities and the Option Securities (if the option provided for in Section 2(b)
hereof shall have been exercised on or before the third Business Day prior to
the Closing Date) shall be made at 10:00 AM, New York City time, on February 5,
1999, or at such time on such later date not more than three Business Days after
the foregoing date as the Representatives shall designate, which date and time
may be postponed by agreement between the Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for the
Securities being herein called the "Closing Date"). Delivery of the Securities
shall be made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. Delivery of the Underwritten Securities and the Option Securities
shall be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.


<PAGE>

          If the option provided for in Section 2(b) hereof is exercised after
the third Business Day prior to the Closing Date, the Company will deliver the
Option Securities (at the expense of the Company) to the Representatives on the
date specified by the Representatives (which date shall be reasonably agreed
upon by the Company and the Representative, but in any event within three
Business Days after exercise of said option) for the respective accounts of the
several Underwriters, against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. If settlement for the Option Securities occurs after the Closing
Date, the Company will deliver to the Representatives on the settlement date for
the Option Securities, and the obligation of the Underwriters to purchase the
Option Securities shall be conditioned upon receipt of, supplemental opinions,
certificates and letters confirming as of such date the opinions, certificates
and letters delivered on the Closing Date pursuant to Section 6 hereof.

          4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Prospectus.

          5. Agreements. The Company agrees with the several Underwriters that:

          (a) The Company will use its best efforts to cause the Registration
     Statement, if not effective at the Execution Time, and any amendment
     thereof, to become effective. Prior to the termination of the offering of
     the Securities, the Company will not file any amendment of the Registration
     Statement or supplement to the Prospectus or any Rule 462(b) Registration
     Statement unless the Company has furnished you a copy for your review prior
     to filing and will not file any such proposed amendment or supplement to
     which you reasonably object. Subject to the foregoing sentence, if the
     Registration Statement has become or becomes effective pursuant to Rule
     430A, or filing of the Prospectus is otherwise required under Rule 424(b),
     the Company will cause the Prospectus, properly completed, and any
     supplement thereto to be filed with the Commission pursuant to the
     applicable paragraph of Rule 424(b) within the time period prescribed and
     will provide evidence satisfactory to the Representatives of such timely
     filing. The Company will promptly advise the Representatives (1) when the
     Registration Statement, if not effective at the Execution Time, shall have
     become effective, (2) when the Prospectus, and any supplement thereto,
     shall have been filed (if required) with the Commission pursuant to Rule
     424(b) or when any Rule 462(b) Registration Statement shall have been filed
     with the Commission, (3) when, prior to termination of the offering of the
     Securities, any amendment to the Registration Statement shall have been
     filed or become effective, (4) of any request by the Commission or its
     staff for any amendment of the Registration Statement, or any Rule 462(b)
     Registration Statement, or for any supplement to the Prospectus or for any
     additional information, (5) of the issuance by the Commission of any stop
     order suspending the effectiveness of the Registration Statement or the
     institution or threatening of any proceeding for that purpose and (6) of

<PAGE>

     the receipt by the Company of any notification with respect to the
     suspension of the qualification of the Securities for sale in any
     jurisdiction or the institution or threatening of any proceeding for such
     purpose. The Company will use its best efforts to prevent the issuance of
     any such stop order or the suspension of any such qualification and, if
     issued, to obtain as soon as possible the withdrawal thereof.

          (b) If, at any time when a prospectus relating to the Securities is
     required to be delivered under the Act, any event occurs as a result of
     which the Prospectus as then supplemented would include any untrue
     statement of a material fact or omit to state any material fact necessary
     to make the statements therein in the light of the circumstances under
     which they were made not misleading, or if it shall be necessary to amend
     the Registration Statement or supplement the Prospectus to comply with the
     Act or the rules thereunder, the Company promptly will (1) notify the
     Representatives of any such event; (2) prepare and file with the
     Commission, subject to the second sentence of paragraph (a) of this Section
     5, an amendment or supplement which will correct such statement or omission
     or effect such compliance; and (3) supply any supplemented Prospectus to
     you in such quantities as you may reasonably request.

          (c) As soon as practicable, the Company will make generally available
     to its security holders and to the Representatives an earnings statement or
     statements of the Company and the Subsidiaries which will satisfy the
     provisions of Section 11(a) of the Act and Rule 158 under the Act.

          (d) The Company will furnish to the Representatives and counsel for
     the Underwriters signed copies of the Registration Statement (including
     exhibits thereto) and to each other Underwriter a copy of the Registration
     Statement (without exhibits thereto) and, so long as delivery of a
     prospectus by an Underwriter or dealer may be required by the Act, as many
     copies of each Preliminary Prospectus and the Prospectus and any supplement
     thereto as the Representatives may reasonably request.

          (e) The Company will arrange, if necessary, for the qualification of
     the Securities for sale under the laws of such jurisdictions as the
     Representatives may designate and will maintain such qualifications in
     effect so long as required for the distribution of the Securities; provided
     that in no event shall the Company be obligated to qualify to do business
     in any jurisdiction where it is not now so qualified or to take any action
     that would subject it to service of process in suits, other than those
     arising out of the offering or sale of the Securities, in any jurisdiction
     where it is not now so subject.

          (f) The Company will not, without the prior written consent of Salomon
     Smith Barney Inc., sell, offer to sell, solicit an offer to purchase,
     contract to sell, grant any option to sell, pledge or otherwise dispose of,
     or file (or participate in the filing of) a registration statement (other
     than a Registration Statement on Form S-8 or S-4) with the Securities and
     Exchange Commission in respect of, or establish or increase a put
     equivalent position or liquidate or decrease a call equivalent position

<PAGE>

     within the meaning of Section 16 of the Securities Exchange Act of 1934, as
     amended, and the rules and regulations of the Securities and Exchange
     Commission promulgated thereunder with respect to, any shares of capital
     stock of the Company or any securities convertible into or exercisable or
     exchangeable for such capital stock, or publicly announce an intention to
     effect any such transaction, for a period of 180 days after the date of the
     Final Prospectus, other than shares of Common Stock disposed of as bona
     fide gifts approved by Salomon Smith Barney Inc. The Company will not take,
     directly or indirectly, any action designed to or which has constituted or
     which might reasonably be expected to cause or result, under the Exchange
     Act or otherwise, in stabilization or manipulation of the price of any
     security of the Company to facilitate the sale or resale of the Securities.

          (h) The Company agrees to pay the costs and expenses relating to the
     following matters: (i) the preparation, printing or reproduction and filing
     with the Commission of the Registration Statement (including financial
     statements and exhibits thereto), each Preliminary Prospectus, the
     Prospectus, and each amendment or supplement to any of them; (ii) the
     printing (or reproduction) and delivery (including postage, air freight
     charges and charges for counting and packaging) of such copies of the
     Registration Statement, each Preliminary Prospectus, the Prospectus, and
     all amendments or supplements to any of them, as may, in each case, be
     reasonably requested for use in connection with the offering and sale of
     the Securities; (iii) the preparation, printing, authentication, issuance
     and delivery of certificates for the Securities, including any stamp or
     transfer taxes in connection with the original issuance and sale of the
     Securities; (iv) the printing (or reproduction) and delivery of this
     Agreement, any blue sky memorandum and all other agreements or documents
     printed (or reproduced) and delivered in connection with the offering of
     the Securities; (v) the registration of the Securities under the Exchange
     Act and the listing of the Securities on the Nasdaq National Market; (vi)
     any registration or qualification of the Securities for offer and sale
     under the securities or blue sky laws of the several states (including
     filing fees and the reasonable fees and expenses of counsel for the
     Underwriters relating to such registration and qualification); (vii) any
     filings required to be made with the National Association of Securities
     Dealers, Inc. (including filing fees and the reasonable fees and expenses
     of counsel for the Underwriters relating to such filings); (viii) the
     transportation and other expenses incurred by or on behalf of Company
     representatives in connection with presentations to prospective purchasers
     of the Securities; (ix) the fees and expenses of the Company's accountants
     and the fees and expenses of counsel (including local and special counsel)
     for the Company; and (x) all other costs and expenses incident to the
     performance by the Company of its obligations hereunder.

          (i) that in connection with the Directed Share Program, the Company
     will ensure that the Directed Shares will be restricted to the extent
     required by the National Association of Securities Dealers, Inc. (the
     "NASD") or the NASD rules from sale, transfer, assignment, pledge or
     hypothecation for a period of three months following the date of the
     effectiveness of the Registration Statement. Salomon Smith Barney will
     notify the Company as to which Participants will need to be so restricted.
     The Company will direct the transfer restrictions upon such period of time.


<PAGE>

          (j) to pay all fees and disbursements of counsel incurred by the
     Underwriters in connection with the Directed Share Program and stamp
     duties, similar taxes or duties or other taxes, if any, incurred by the
     Underwriters in connection with the Directed Share Program.


          6. Conditions to the Obligations of the Underwriters. The obligations
of the Underwriters to purchase the Underwritten Securities and the Option
Securities, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company contained herein as of
the Execution Time, the Closing Date and any settlement date pursuant to Section
3 hereof, to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:

          (a) If the Registration Statement has not become effective prior to
     the Execution Time, unless the Representatives agree in writing to a later
     time, the Registration Statement will become effective not later than (i)
     6:00 PM New York City time on the date of determination of the public
     offering price, if such determination occurred at or prior to 3:00 PM New
     York City time on such date or (ii) 9:30 AM on the Business Day following
     the day on which the public offering price was determined, if such
     determination occurred after 3:00 PM New York City time on such date; if
     filing of the Prospectus, or any supplement thereto, is required pursuant
     to Rule 424(b), the Prospectus, and any such supplement, will be filed in
     the manner and within the time period required by Rule 424(b); and no stop
     order suspending the effectiveness of the Registration Statement shall have
     been issued and no proceedings for that purpose shall have been instituted
     or threatened.

          (b) The Company shall have caused Reboul, MacMurray, Hewitt, Maynard &
     Kristol, counsel for the Company, to have furnished to the Representatives
     their opinion, dated the Closing Date and addressed to the Representatives,
     to the effect that:

               (i) each of the Company and the Subsidiaries has been duly
          incorporated and is validly existing as a corporation in good standing
          under the laws of the jurisdiction in which it is chartered or
          organized, with full corporate power and authority to own or lease, as
          the case may be, and to operate its properties and conduct its
          business as described in the Prospectus, and is duly qualified to do
          business as a foreign corporation and is in good standing under the
          laws of each jurisdiction which requires such qualification, except
          where the failure as to due qualification to do business would not
          have a Material Adverse Effect, individually or in the aggregate.


<PAGE>

               (ii) all the outstanding shares of capital stock of each of the
          Subsidiaries have been duly and validly authorized and issued and are
          fully paid and nonassessable, and, except as otherwise set forth in
          the Prospectus, all outstanding shares of capital stock of the
          Subsidiaries are owned by the Company directly free and clear of any
          perfected security interest and, to the knowledge of such counsel,
          after due inquiry, any other security interest, claim, lien or
          encumbrance;

               (iii) the Company's authorized equity capitalization is as set
          forth in the Prospectus; the capital stock of the Company conforms in
          all material respects to the description thereof contained in the
          Prospectus; the outstanding shares of Common Stock have been duly and
          validly authorized and issued and are fully paid and nonassessable;
          the Securities have been duly and validly authorized, and, when issued
          and delivered to and paid for by the Underwriters pursuant to this
          Agreement, will be fully paid and nonassessable; the Securities are
          duly listed, and admitted and authorized for trading, subject to
          official notice of issuance and evidence of satisfactory distribution,
          on the Nasdaq National Market; the certificates for the Securities are
          in valid and sufficient form; the holders of outstanding shares of
          capital stock of the Company are not entitled to preemptive or other
          rights to subscribe for the Securities from the Company except for
          such rights of WCAS Capital Partners II, L.P. as have been effectively
          waived; and, except as set forth in the Prospectus, no options,
          warrants or other rights to purchase, agreements or other obligations
          to issue, or rights to convert any obligations into or exchange any
          securities for, shares of capital stock of or ownership interests in
          the Company are outstanding;

               (iv) to the knowledge of such counsel, there is no pending or
          threatened action, suit or proceeding by or before any court or
          governmental agency, authority or body or any arbitrator involving the
          Company or the Subsidiaries or its or their property of a character
          required to be disclosed in the Registration Statement which is not
          adequately disclosed in the Prospectus, and to the knowledge of such
          counsel, there is no franchise, contract or other document of a
          character required to be described in the Registration Statement or
          Prospectus, or to be filed as an exhibit thereto, which is not
          described or filed as required; and the statements included in the
          Prospectus under the headings "Risk Factors -- Proposed Healthcare
          Data Confidentiality Legislation," "Risk Factors--Dependence on
          Intellectual Property; Risk of Infringement," "Business -- Government
          Regulation," "Business -- Legal Proceedings" and
          "Business--Intellectual Property" fairly summarize the legal matters
          therein described;

               (v) the Registration Statement has become effective under the
          Act; any required filing of the Prospectus, and any supplements
          thereto, pursuant to Rule 424(b) has been made in the manner and
          within the time period required by Rule 424(b); to the knowledge of
          such counsel, no stop order suspending the effectiveness of the
          Registration Statement has been issued, no proceedings for that
          purpose have been instituted or threatened and the Registration
          Statement and the Prospectus (other than the financial statements and
          other financial information contained therein, as to which such
          counsel need express no opinion) comply as to form in all material
          respects with the applicable requirements of the Act and the rules and
          regulations thereunder; and such counsel has no reason to believe that
          on the Effective Date or at the Execution Time the Registration
          Statement contained any untrue statement of a material fact or omitted
          to state any material fact required to be stated therein or necessary
          to make the statements therein not misleading, or that the Prospectus
          as of its date and on the Closing Date included or includes any untrue
          statement of a material fact or omitted or omits to state a material
          fact necessary to make the statements therein, in the light of the
          circumstances under which they were made, not misleading (in each
          case, other than the financial statements and other financial
          information contained therein, as to which such counsel need express
          no opinion);


<PAGE>

               (vi) this Agreement has been duly authorized, executed and
          delivered by the Company;

               (vii) the Company is not and, after giving effect to the offering
          and sale of the Securities and the application of the proceeds thereof
          as described in the Prospectus, will not be, an "investment company"
          as defined in the Investment Company Act of 1940, as amended;

               (viii) no consent, approval, authorization, filing with or order
          of any court or governmental agency or body is required in connection
          with the transactions contemplated herein, except such as have been
          obtained under the Act and such as may be required under the blue sky
          laws of any jurisdiction in connection with the purchase and
          distribution of the Securities by the Underwriters in the manner
          contemplated in this Agreement and in the Prospectus and such other
          approvals (specified in such opinion) as have been obtained;

               (ix) neither the issue and sale of the Securities, nor the
          consummation of any other of the transactions herein contemplated nor
          the fulfillment of the terms hereof will conflict with, result in a
          breach or violation of or imposition of any lien, charge or
          encumbrance upon any property or assets of the Company or its
          subsidiaries pursuant to, (i) the charter or by-laws of the Company or
          the Subsidiaries, (ii) the terms of any indenture, contract, lease,
          mortgage, deed of trust, note agreement, loan agreement or other
          agreement, obligation, condition, covenant or instrument to which the
          Company or the Subsidiaries are a party or bound or to which its or
          their property is subject, to the extent such document is filed with
          the Commission as an exhibit to the Registration Statement or its

<PAGE>

          existence is otherwise known to such counsel, or (iii) any statute,
          law, rule, regulation, judgment, order or decree applicable to the
          Company or the Subsidiaries of any court, regulatory body,
          administrative agency, governmental body, arbitrator or other
          authority having jurisdiction over the Company or the Subsidiaries or
          any of their properties; and

               (x) to the knowledge of such counsel, no holders of securities of
          the Company have rights to the registration of such securities under
          the Registration Statement except for such rights of WCAS Capital
          Partners II, L.P. as have been effectively waived and the rights of
          Medic Computer Systems, Inc., which rights will not be effective until
          the exercise of its warrant at least 180 days following the sale of
          the Securities to the Underwriters.

     In rendering such opinion, such counsel may rely (A) as to matters
     involving the application of laws of any jurisdiction other than the States
     of Delaware and New York or the Federal laws of the United States, to the
     extent they deem proper and specified in such opinion, upon the opinion of
     other counsel of good standing whom they believe to be reliable and who are
     satisfactory to counsel for the Underwriters and (B) as to matters of fact,
     to the extent they deem proper, on certificates of responsible officers of
     the Company and public officials. References to the Prospectus in this
     paragraph (b) include any supplements thereto at the Closing Date.

          (c) The Representatives shall have received from Dewey Ballantine LLP,
     counsel for the Underwriters, such opinion or opinions, dated the Closing
     Date and addressed to the Representatives, with respect to the issuance and
     sale of the Securities, the Registration Statement, the Prospectus
     (together with any supplement thereto) and other related matters as the
     Representatives may reasonably require, and the Company shall have
     furnished to such counsel such documents as they request for the purpose of
     enabling them to pass upon such matters.

          (d) The Company shall have furnished to the Representatives a
     certificate of the Company, signed by the Chairman of the Board or the
     President and the principal financial or accounting officer of the Company,
     dated the Closing Date, to the effect that the signers of such certificate
     have carefully examined the Registration Statement, the Prospectus, any
     supplements to the Prospectus and this Agreement and that:

               (i) the representations and warranties of the Company in this
          Agreement are true and correct in all material respects on and as of
          the Closing Date with the same effect as if made on the Closing Date
          and the Company has complied with all the agreements and satisfied all
          the conditions on its part to be performed or satisfied at or prior to
          the Closing Date;


<PAGE>

               (ii) no stop order suspending the effectiveness of the
          Registration Statement has been issued and no proceedings for that
          purpose have been instituted or, to the Company's knowledge,
          threatened; and

               (iii) since the date of the most recent financial statements
          included in the Prospectus (exclusive of any supplement thereto),
          there has been no Material Adverse Effect.

          (e) The Representatives shall have received letters addressed to you
     dated the date hereof and the Closing Date from Deloitte & Touche LLP and
     KPMG Peat Marwick LLP, each independent certified public accountants,
     substantially in the forms heretofore approved by you.

          (f) Subsequent to the Execution Time or, if earlier, the dates as of
     which information is given in the Registration Statement (exclusive of any
     amendment thereof) and the Prospectus (exclusive of any supplement
     thereto), there shall not have been (i) any change or decrease specified in
     the letter or letters referred to in paragraph (e) of this Section 6 or
     (ii) any change, or any development involving a prospective change, in or
     affecting the condition (financial or otherwise), earnings, business or
     properties of the Company and the Subsidiaries taken as a whole, whether or
     not arising from transactions in the ordinary course of business, except as
     set forth in or contemplated in the Prospectus (exclusive of any supplement
     thereto) the effect of which, in any case referred to in clause (i) or (ii)
     above, is, in the sole judgment of the Representatives, so material and
     adverse as to make it impractical or inadvisable to proceed with the
     offering or delivery of the Securities as contemplated by the Registration
     Statement (exclusive of any amendment thereof) and the Prospectus
     (exclusive of any supplement thereto).

          (g) The Securities shall have been listed and admitted and authorized
     for trading on the Nasdaq National Market and satisfactory evidence of such
     actions shall have been provided to the Representatives.

          (h) At or prior to the Execution Time, the Company shall have
     furnished to the Representatives a letter substantially in the form of
     Exhibit A hereto from each officer, director and certain stockholders of
     the Company, whose aggregate holdings of Common Stock represent 8,066,277
     shares of Common Stock (97.7% of the total outstanding Common Stock),
     addressed to the Representatives.

          (i) The Company shall have provided evidence to the Underwriters, in
     form and substance satisfactory to the Representatives, that concurrently
     with the Closing (i) the Senior Subordinated Note (as defined in the
     Prospectus) will be repaid in full and (ii) outstanding indebtedness under
     the Credit Facility (as defined in the Prospectus) will be reduced in the
     manner set forth in the Prospectus under the heading "Use of Proceeds" and
     (iii) the Recapitalization (as defined in the Prospectus) will be
     completed.
<PAGE>

          (j) The Company shall have provided evidence to the Underwriters, in
     form and substance satisfactory to the Representatives, that the Amended
     Credit Facility has been executed on the terms set forth in the Prospectus.

          (k) The Company shall have provided evidence to the Underwriters, in
     form and substance satisfactory to the Representatives, that the Company's
     Certificate of Incorporation has been amended to provide for the issuance
     of up to 5,000,000 shares of Preferred Stock as set forth in the Prospectus
     under the headings "Risk Factors--Potential Adverse Effect of Anti-Takeover
     Provisions," "Description of Capital Stock" and "Description of Capital
     Stock--Preferred Stock."

          (l) Prior to the Closing Date, the Company shall have furnished to the
     Representatives such further information, certificates and documents as the
     Representatives may reasonably request.

          If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of such
cancelation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

          The documents required to be delivered by this Section 6 shall be
delivered at the office of Dewey Ballantine LLP, counsel for the Underwriters,
at 1301 Avenue of the Americas, New York, New York, on the Closing Date.

          7. Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally through Salomon Smith Barney on demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Securities.

          8. Indemnification and Contribution.

          (a) The Company agrees to indemnify and hold harmless each
     Underwriter, the directors, officers, employees and agents of each
     Underwriter and each person who controls any Underwriter within the meaning
     of either the Act or the Exchange Act against any and all losses, claims,
     damages or liabilities, joint or several, to which they or any of them may
     become subject under the Act, the Exchange Act or other Federal or state

<PAGE>

     statutory law or regulation, at common law or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions in respect thereof)
     arise out of or are based upon any untrue statement or alleged untrue
     statement of a material fact contained in the registration statement for
     the registration of the Securities as originally filed or in any amendment
     thereof, or in any Preliminary Prospectus or the Prospectus, or in any
     amendment thereof or supplement thereto, or arise out of or are based upon
     the omission or alleged omission to state therein a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading, and agrees to reimburse each such indemnified party, as
     incurred, for any legal or other expenses reasonably incurred by them in
     connection with investigating or defending any such loss, claim, damage,
     liability or action; provided, however, that the Company will not be liable
     in any such case to the extent that any such loss, claim, damage or
     liability arises out of or is based upon any such untrue statement or
     alleged untrue statement or omission or alleged omission made therein in
     reliance upon and in conformity with written information furnished to the
     Company by or on behalf of any Underwriter through the Representatives
     specifically for inclusion therein; provided further, that with respect to
     any untrue statement or omission of material fact made in any Preliminary
     Prospectus, the indemnity agreement contained in this Section 8(a) shall
     not inure to the benefit of any Underwriter from whom the person asserting
     any such loss, claim, damage or liability purchased the securities
     concerned, to the extent that any such loss, claim, damage or liability of
     such Underwriter occurs under the circumstance where it shall have been
     determined by a court of competent jurisdiction by final and nonappealable
     judgment that (w) the Company had previously furnished copies of the
     Prospectus to the Representatives, (x) delivery of the Prospectus was
     required by the Act to be made to such person, (y) the untrue statement or
     omission of a material fact contained in the Preliminary Prospectus was
     corrected in the Prospectus and (z) there was not sent or given to such
     person, at or prior to the written confirmation of the sale of such
     securities to such person, a copy of the Prospectus. This indemnity
     agreement will be in addition to any liability which the Company may
     otherwise have.

          (b) The Company agrees to indemnify and hold harmless Salomon Smith
     Barney and each person, if any, who controls Salomon Smith Barney within
     the meaning of either Section 15 of the Securities Act or Section 20 of the
     Exchange Act ("Salomon Smith Barney Entities"), from and against any and
     all losses, claims, damages and liabilities (including, without limitation,
     any legal or other expenses reasonably incurred in connection with
     defending or investigating any such action or claim) (i) caused by any
     untrue statement or alleged untrue statement of a material fact contained
     in the prospectus wrapper material prepared by or with the consent of the
     Company for distribution in foreign jurisdictions in connection with the
     Directed Share Program attached to the Prospectus or any preliminary
     prospectus, or caused by any omission or alleged omission to state therein
     a material fact required to be stated therein or necessary to make the
     statement therein, when considered in conjunction with the Prospectus or
     any applicable preliminary prospectus, not misleading; (ii) caused by the
     failure of any Participant to pay for and accept delivery of the shares

<PAGE>

     which immediately following the effective of the Registration Statement,
     were subject to a properly confirmed agreement to purchase; or (iii)
     related to, arising out of, or in connection with the Directed Share
     Program, provided that, the Company shall not be responsible under this
     subparagraph (iii) for any losses, claim, damages or liabilities (or
     expenses relating thereto) that are finally judicially determined to have
     resulted from the bad faith or gross negligence of Salomon Smith Barney
     Entities.

          (c) Each Underwriter severally and not jointly agrees to indemnify and
     hold harmless the Company, each of its directors, each of its officers who
     signs the Registration Statement, and each person who controls the Company
     within the meaning of either the Act or the Exchange Act, to the same
     extent as the foregoing indemnity from the Company to each Underwriter, but
     only with reference to written information relating to such Underwriter
     furnished to the Company by or on behalf of such Underwriter through the
     Representatives specifically for inclusion in the documents referred to in
     the foregoing indemnity. This indemnity agreement will be in addition to
     any liability which any Underwriter may otherwise have. The Company
     acknowledges that the statements set forth in the last paragraph of the
     cover page regarding delivery of the Securities, the legend in block
     capital letters on page 2 related to stabilization, syndicate covering
     transactions and penalty bids and, under the heading "Underwriting" or
     "Plan of Distribution," (i) the sentences related to concessions and
     reallowances and (ii) the paragraph related to stabilization, syndicate
     covering transactions and penalty bids in any Preliminary Prospectus and
     the Prospectus constitute the only information furnished in writing by or
     on behalf of the several Underwriters for inclusion in any Preliminary
     Prospectus or the Prospectus.

          (d) The Company hereby confirms that at its request Salomon Smith
     Barney has without compensation acted as "qualified independent
     underwriter" (in such capacity, the "QIU") within the meaning of Rule 2720
     of the Conduct Rules of the National Association of Securities Dealers,
     Inc. ("Rule 2720") in connection with the offering of the Offered
     Securities. The Company agrees to indemnify and hold harmless the QIU, the
     directors, officers, employees and agents of the QIU and each person who
     controls the QIU within the meaning of either the Act or the Exchange Act
     against any and all losses, claims, damages or liabilities, joint or
     several, to which they or any of them may become subject under the Act, the
     Exchange Act or other Federal or state statutory law or regulation, at
     common law or otherwise, insofar as such losses, claims, damages or
     liabilities (or actions in respect thereof) arise out of or are based upon
     any untrue statement or alleged untrue statement of a material fact
     contained in the registration statement for the registration of the
     Securities as originally filed or in any amendment thereof, or in any
     Preliminary Prospectus or the Prospectus, or in any amendment thereof or
     supplement thereto, or arise out of or are based upon the omission or
     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading, and
     agrees to reimburse each such indemnified party, as incurred, for any legal

<PAGE>

     or other expenses reasonably incurred by them in connection with
     investigating or defending any such loss, claim, damage, liability or
     action; provided, however, that the Company will not be liable in any such
     case to the extent that any such loss, claim, damage or liability arises
     out of or is based upon any such untrue statement or alleged untrue
     statement or omission or alleged omission made therein in reliance upon and
     in conformity with written information furnished to the Company by or on
     behalf of the QIU through the Representatives specifically for inclusion
     therein. This indemnity agreement will be in addition to any liability
     which the Company may otherwise have.

          (e) Promptly after receipt by an indemnified party under this Section
     8 of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying party
     under this Section 8, notify the indemnifying party in writing of the
     commencement thereof; but the failure so to notify the indemnifying party
     (i) will not relieve it from liability under paragraph (a), (b), (c) or (d)
     above unless and to the extent it did not otherwise learn of such action
     and such failure results in the forfeiture by the indemnifying party of
     substantial rights and defenses and (ii) will not, in any event, relieve
     the indemnifying party from any obligations to any indemnified party other
     than the indemnification obligation provided in paragraph (a), (b), (c) or
     (d) above. The indemnifying party shall be entitled to appoint counsel of
     the indemnifying party's choice at the indemnifying party's expense to
     represent the indemnified party in any action for which indemnification is
     sought (in which case the indemnifying party shall not thereafter be
     responsible for the fees and expenses of any separate counsel retained by
     the indemnified party or parties except as set forth below); provided,
     however, that such counsel shall be satisfactory to the indemnified party.
     Notwithstanding the indemnifying party's election to appoint counsel to
     represent the indemnified party in an action, the indemnified party shall
     have the right to employ separate counsel (including local counsel), and
     the indemnifying party shall bear the reasonable fees, costs and expenses
     of such separate counsel if (i) the use of counsel chosen by the
     indemnifying party to represent the indemnified party would, under any
     applicable standard of professional conduct as determined by such
     indemnified party, present such counsel with a conflict of interest, (ii)
     the actual or potential defendants in, or targets of, any such action
     include both the indemnified party and the indemnifying party and the
     indemnified party shall have reasonably concluded that there may be legal
     defenses available to it and/or other indemnified parties which are
     different from or additional to those available to the indemnifying party,
     (iii) the indemnifying party shall not have employed counsel satisfactory
     to the indemnified party to represent the indemnified party within a
     reasonable time after notice of the institution of such action or (iv) the
     indemnifying party shall authorize the indemnified party to employ separate
     counsel at the expense of the indemnifying party. An indemnifying party
     will not, without the prior written consent of the indemnified parties,
     settle or compromise or consent to the entry of any judgment with respect
     to any pending or threatened claim, action, suit or proceeding in respect
     of which indemnification or contribution may be sought hereunder (whether
     or not the indemnified parties are actual or potential parties to such

<PAGE>

     claim or action) unless such settlement, compromise or consent includes an
     unconditional release of each indemnified party from all liability arising
     out of such claim, action, suit or proceeding. It is understood, however,
     that the Company shall, in connection with any one such action or separate
     but substantially similar or related actions in the same jurisdiction
     arising out of the same general allegations or circumstances, be liable for
     the fees and expenses of only one separate firm of attorneys (in addition
     to any local counsel) at any time for all such Underwriters and controlling
     persons, which firm shall be designated in writing by Salomon Smith Barney.
     Notwithstanding anything contained herein to the contrary, if indemnity may
     be sought pursuant to Section 8(b) hereof in respect of such action or
     proceeding, then in addition to such separate firm for the indemnified
     parties, the indemnifying party shall be liable for the reasonable fees and
     expenses of not more than one separate firm (in addition to any local
     counsel) for Salomon Smith Barney for the defense of any losses, claims,
     damages and liabilities arising out of the Directed Share Program, and all
     persons, if any, who control Salomon Smith Barney within the meaning of
     either Section 15 of the Act or Section 20 of the Exchange Act.

          (f) In the event that the indemnity provided in paragraph (a), (b),
     (c) or (d) of this Section 8 is unavailable to or insufficient to hold
     harmless an indemnified party for any reason, the Company and the
     Underwriters severally agree to contribute to the aggregate losses, claims,
     damages and liabilities (including legal or other expenses reasonably
     incurred in connection with investigating or defending same) (collectively
     "Losses") to which the Company and one or more of the Underwriters may be
     subject in such proportion as is appropriate to reflect the relative
     benefits received by the Company on the one hand and by the Underwriters on
     the other from the offering of the Securities; provided, however, that in
     no case shall (i) any Underwriter (except as may be provided in any
     agreement among underwriters relating to the offering of the Securities) be
     responsible for any amount in excess of the underwriting discount or
     commission applicable to the Securities purchased by such Underwriter
     hereunder or (ii) the QIU in its capacity as "qualified independent
     underwriter" (within the meaning of Rule 2720) be responsible for any
     amount in excess of the compensation received by the QIU for acting in such
     capacity. If the allocation provided by the immediately preceding sentence
     is unavailable for any reason, the Company and the Underwriters severally
     shall contribute in such proportion as is appropriate to reflect not only
     such relative benefits but also the relative fault of the Company on the
     one hand and of the Underwriters on the other in connection with the
     statements or omissions which resulted in such Losses as well as any other
     relevant equitable considerations. Benefits received by the Company shall
     be deemed to be equal to the total net proceeds from the offering (before
     deducting expenses) received by it, and benefits received by the
     Underwriters shall be deemed to be equal to the total underwriting
     discounts and commissions, in each case as set forth on the cover page of
     the Prospectus. Benefits received by the QIU in its capacity as "qualified
     independent underwriter" shall be deemed to be equal to the compensation
     received by the QIU for acting in such capacity. Relative fault shall be

<PAGE>

     determined by reference to, among other things, whether any untrue or any
     alleged untrue statement of a material fact or the omission or alleged
     omission to state a material fact relates to information provided by the
     Company on the one hand or the Underwriters on the other, the intent of the
     parties and their relative knowledge, access to information and opportunity
     to correct or prevent such untrue statement or omission. The Company and
     the Underwriters agree that it would not be just and equitable if
     contribution were determined by pro rata allocation or any other method of
     allocation which does not take account of the equitable considerations
     referred to above. Notwithstanding the provisions of this paragraph (f), no
     person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Act) shall be entitled to contribution from any person
     who was not guilty of such fraudulent misrepresentation. For purposes of
     this Section 8, each person who controls an Underwriter within the meaning
     of either the Act or the Exchange Act and each director, officer, employee
     and agent of an Underwriter shall have the same rights to contribution as
     such Underwriter, and each person who controls the Company within the
     meaning of either the Act or the Exchange Act, each officer of the Company
     who shall have signed the Registration Statement and each director of the
     Company shall have the same rights to contribution as the Company, subject
     in each case to the applicable terms and conditions of this paragraph (f).

          9. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule I hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining Underwriters) the
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of Securities set forth in
Schedule I hereto, the remaining Underwriters shall have the right to purchase
all, but shall not be under any obligation to purchase any, of the Securities,
and if such nondefaulting Underwriters do not purchase all the Securities, this
Agreement will terminate without liability to any nondefaulting Underwriter or
the Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Representatives shall determine in order that the
required changes in the Registration Statement and the Prospectus or in any
other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company and any nondefaulting Underwriter for damages occasioned by its
default hereunder.

          10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if at any time prior to such time

<PAGE>

(i) trading in the Company's Common Stock shall have been suspended by the
Commission or the Nasdaq National Market or trading in securities generally on
the New York Stock Exchange or the Nasdaq National Market shall have been
suspended or limited or minimum prices shall have been established on such
Exchange or National Market, (ii) a banking moratorium shall have been declared
either by Federal or New York State authorities or (iii) there shall have
occurred any outbreak or escalation of hostilities, declaration by the United
States of a national emergency or war, or other calamity or crisis the effect of
which on financial markets is such as to make it, in the sole judgment of the
Representatives, impractical or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Prospectus (exclusive of any
supplement thereto).

          11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Securities. The provisions of
Sections 7 and 8 hereof shall survive the termination or cancelation of this
Agreement.

          12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to the Salomon Smith Barney General Counsel (fax no.:
(212) 816-7912) and confirmed to the General Counsel, Salomon Smith Barney, at
388 Greenwich Street, New York, New York, 10013, Attention: General Counsel; or,
if sent to the Company, will be mailed, delivered or telefaxed to (516) 542-4508
and confirmed to it at 90 Merrick Avenue, Suite 501, East Meadow, New York
11554, attention of the Legal Department.

          13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and no
other person will have any right or obligation hereunder.

          14. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

          15. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

          16. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

          17. Definitions. The terms which follow, when used in this Agreement,
shall have the meanings indicated.


<PAGE>

          "Act" shall mean the Securities Act of 1933, as amended, and the rules
     and regulations of the Commission promulgated thereunder.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
     legal holiday or a day on which banking institutions or trust companies are
     authorized or obligated by law to close in New York City.

          "Commission" shall mean the Securities and Exchange Commission.

          "Effective Date" shall mean each date and time that the Registration
     Statement, any post-effective amendment or amendments thereto and any Rule
     462(b) Registration Statement became or become effective.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended, and the rules and regulations of the Commission promulgated
     thereunder.

          "Execution Time" shall mean the date and time that this Agreement is
     executed and delivered by the parties hereto.

          "Preliminary Prospectus" shall mean any preliminary prospectus
     referred to in paragraph 1(a) above and any preliminary prospectus included
     in the Registration Statement at the Effective Date that omits Rule 430A
     Information.

          "Prospectus" shall mean the prospectus relating to the Securities that
     is first filed pursuant to Rule 424(b) after the Execution Time or, if no
     filing pursuant to Rule 424(b) is required, shall mean the form of final
     prospectus relating to the Securities included in the Registration
     Statement at the Effective Date.

          "Registration Statement" shall mean the registration statement
     referred to in paragraph 1(a) above, including exhibits and financial
     statements, as amended at the Execution Time (or, if not effective at the
     Execution Time, in the form in which it shall become effective) and, in the
     event any post-effective amendment thereto or any Rule 462(b) Registration
     Statement becomes effective prior to the Closing Date, shall also mean such
     registration statement as so amended or such Rule 462(b) Registration
     Statement, as the case may be. Such term shall include any Rule 430A
     Information deemed to be included therein at the Effective Date as provided
     by Rule 430A.

          "Rule 424", "Rule 430A" and "Rule 462" refer to such rules under the
     Act.

          "Rule 430A Information" shall mean information with respect to the
     Securities and the offering thereof permitted to be omitted from the
     Registration Statement when it becomes effective pursuant to Rule 430A.

          "Rule 462(b) Registration Statement" shall mean a registration
     statement and any amendments thereto filed pursuant to Rule 462(b) relating
     to the offering covered by the registration statement referred to in
     Section 1(a) hereof.

          "Salomon Smith Barney" shall mean Salomon Smith Barney Inc.



<PAGE>

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.

                                                     Very truly yours,

                                                     MedE America Corporation


                                                     By: \s\ T P Staudt         
                                                         Name: Thomas P. Staudt
                                                         Title:   CEO






<PAGE>

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

Salomon Smith Barney Inc.
Bear, Stearns & Co. Inc.
William Blair & Company, L.L.C.

By:   Salomon Smith Barney Inc.



       By: \s\ David Gately         
           Name:  David F. Gately
           Title: Managing Director


For themselves and the other
several Underwriters named in
Schedule I to the foregoing
Agreement.





<PAGE>

                                                              SCHEDULE I


                                                            Number of 
                                                            Underwritten
                                                            Securities to
Underwriters                                                be Purchased
------------                                                ------------

Salomon Smith Barney Inc....................................  1,141,800
Bear, Stearns & Co. Inc. ...................................  1,141,800
William Blair & Company, L.L.C. ............................  1,141,800
BancBoston Robertson Stephens Inc...........................     70,000
BT Alex. Brown Incorporated.................................     70,000
CIBC Oppenheimer Corp.......................................     70,000
Credit Suisse First Boston Corporation......................     70,000
Donaldson, Lufkin & Jenrette Securities Corporation.........     70,000
Goldman, Sachs & Co. .......................................     70,000
Lazard Freres & Co. LLC ....................................     70,000
Morgan Stanley & Co. Incorporated...........................     70,000
Adams, Harkness & Hill, Inc.................................     45,000
Robert W. Baird & Co. Incorporated..........................     45,000
J.C. Bradford & Co. ........................................     45,000
Dain Rauscher Wessels, A Division of Dain Rauscher
       Incorporated (Common Stock)..........................     45,000
Friedman, Billings, Ramsey & Co., Inc.......................     45,000
Gruntal & Co., L.L.C........................................     45,000
Brenner Securities Corporation..............................     45,000
Interstate/Johnson Lane Corporation.........................     45,000
Morgan Keegan & Company, Inc................................     45,000
Needham & Company, Inc. ....................................     45,000
Pacific Growth Equities, Inc................................     45,000
Pennsylvania Merchant Group Ltd ............................     45,000
The Robinson-Humphrey Company, LLC..........................     45,000
SunTrust Equitable Securities Corporation...................     45,000

                  Total.....................................  4,615,400

<PAGE>

[Form of Lock-Up Agreement]                                            EXHIBIT A


               [Letterhead of officer, director or shareholder of
                                  Corporation]



                            MedE AMERICA CORPORATION
                     Initial Public Offering of Common Stock


                                                                  June ___, 1998

Smith Barney Inc.
William Blair & Company, L.L.C.
Volpe Brown Whelan & Company, LLC
  c/o Smith Barney Inc.
  388 Greenwich Street
  New York, New York 10013

Ladies and Gentlemen:

          This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement"), between MedE AMERICA
Corporation, a Delaware corporation (the "Company"), and each of you as
Underwriters named therein, relating to an underwritten initial public offering
of Common Stock, $.01 par value (the "Common Stock"), of the Company.

          In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned will not, without the prior written
consent of Smith Barney Inc., sell, offer to sell, solicit an offer to purchase,
contract to sell, grant any option to sell, pledge or otherwise dispose of, or
file (or participate in the filing of) a registration statement with the
Securities and Exchange Commission in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder with respect to, any shares of capital stock of the
Company or any securities convertible into or exercisable or exchangeable for
such capital stock, or publicly announce an intention to effect any such
transaction, for a period of 180 days after the date of the Final Prospectus,
other than shares of Common Stock disposed of as bona fide gifts approved by
Smith Barney Inc.


<PAGE>
          If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall likewise be terminated.

                                            Yours very truly,


                                            __________________________________
                                               Stockholder Name
         
                                            By:_______________________________
                                               Name:
                                               Title:
                                               Address: