<PAGE>   1

                                                                   EXHIBIT 10.22




                                 LOAN AGREEMENT

                         DATED AS OF FEBRUARY [__], 2001

                                 BY AND BETWEEN

                              PRACTICEWORKS, INC.,
                                  AS BORROWER,

                                       AND

                           FINOVA CAPITAL CORPORATION,
                                    AS LENDER





<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                   <C>
ARTICLE I ..........................................................................   1

DEFINITIONS AND DETERMINATIONS .....................................................   1

           1.1    Definitions ......................................................   1
           1.2    Time Periods .....................................................  17
           1.3    Accounting Terms and Determinations ..............................  17
           1.4    References .......................................................  18
           1.5    Lender's Discretion ..............................................  18
           1.6    Borrower's Knowledge .............................................  18

ARTICLE II .........................................................................  18

TERM LOAN AND TERMS OF PAYMENT; SYNDICATION ........................................  18

           2.1    Term Loan ........................................................  18
           2.2    Use of Proceeds, Term Note and Reborrowing .......................  18
                  2.2.1 Use of Proceeds ............................................  18
                  2.2.2 Term Note ..................................................  18
                  2.2.3 Reborrowing ................................................  19
           2.3    Interest .........................................................  19
                  2.3.1 Interest Rates and Payment .................................  19
                  2.3.2 Default Rate ...............................................  19
                  2.3.3 Interest and Fees Computation ..............................  19
                  2.3.4 Maximum Interest ...........................................  19
           2.4    Intentionally Omitted ............................................  20
           2.5    Intentionally Omitted ............................................  20
           2.6    Scheduled Principal Repayments ...................................  20
           2.7    Late Charges .....................................................  20
           2.8    Optional/Voluntary and Mandatory Prepayment ......................  20
                  2.8.1 Voluntary Prepayments ......................................  20
                  2.8.2 Mandatory Prepayments ......................................  21
                  2.8.3 Intentionally Omitted ......................................  22
           2.9    Commitment Fee ...................................................  22
           2.10   Intentionally Omitted ............................................  22
           2.11   Intentionally Omitted ............................................  23
           2.12   Payments after Event of Default ..................................  23
           2.13   Method of Payment; Good Funds ....................................  23
           2.14   Syndication ......................................................  23

ARTICLE III ........................................................................  23

SECURITY ...........................................................................  23

ARTICLE IV .........................................................................  24

CONDITIONS OF CLOSING AND DISBURSEMENT; ACQUISITIONS ...............................  24

              4.1     Closing; Conditions of Disbursement ..........................  24
              4.1.1   Representations and Warranties ...............................  24
              4.1.2   Related Transactions .........................................  24
              4.1.3   Delivery of Documents ........................................  24
              4.1.4   Performance; No Default ......................................  25
              4.1.5   Opinions of Counsel ..........................................  26
              4.1.6   Approval of Loan Documents and Security Interests ............  26
</TABLE>


                                       i

<PAGE>   3

<TABLE>
<S>            <C>                                                                    <C>
               4.1.7  Security Interests ...........................................  26
               4.1.8  Licenses .....................................................  26
               4.1.10 Financial Statements, Reports and Projections; Inspection ....  26
               4.1.11 Material Adverse Effect ......................................  26
               4.1.12 Use of Assets ................................................  26
               4.1.13 Broker Fees ..................................................  26
               4.1.14 Insurance; Survey ............................................  27
               4.1.15 Intentionally Omitted ........................................  27
               4.1.16 Payment of Fees, Expenses and Loans ..........................  27
         4.2   Conditions to Acquisitions ..........................................  28
               4.2.1  Evidence of Perfected First Priority Security Interest .......  28
               4.2.2  Additional Documentation .....................................  28

ARTICLE V ..........................................................................  29

REPRESENTATIONS AND WARRANTIES .....................................................  29

           5.1    Existence and Power ..............................................  29
           5.2    Authority ........................................................  29
           5.3    Capital Stock/Equity Interests and Related Matters ...............  29
                  5.3.1 Capital Stock; Equity Interests ............................  29
                  5.3.2 Restrictions ...............................................  29
           5.4    Binding Agreements ...............................................  30
           5.5    Business and Property of Borrower.................................  30
                  5.5.1 Business and Property ......................................  30
                  5.5.2 Licenses ...................................................  30
                  5.5.3 Operating Agreements .......................................  30
                  5.5.4 Facility Sites .............................................  30
                  5.5.5 Leases .....................................................  30
                  5.5.6 Real Estate ................................................  31
                  5.5.7 Operation and Maintenance of Equipment .....................  31
                  5.5.8 License Agreements .........................................  31
           5.6    Title to Property; Liens .........................................  31
           5.7    Projections and Financial Statements .............................  32
                  5.7.1 Financial Statements .......................................  32
                  5.7.2 Projections ................................................  32
           5.8    Litigation .......................................................  32
           5.9    Defaults in Other Agreements; Consents; Conflicting Agreements ...  32
           5.10   Taxes ............................................................  33
           5.11   Compliance with Applicable Laws ..................................  33
           5.12   Patents, Trademarks, Franchises, Agreements.......................  33
           5.13   Regulatory Matters ...............................................  33
           5.14   Environmental Matters ............................................  34
           5.15   Application of Certain Laws and Regulations.......................  34
                  5.15.1 Investment Company Act ....................................  34
                  5.15.2 Holding Company Act .......................................  34
                  5.15.3 Foreign or Enemy Status ...................................  34
                  5.15.4 Regulations as to Borrowing ...............................  34
           5.16   Margin Regulations ...............................................  34
           5.17   Other Indebtedness ...............................................  35
           5.18   No Misrepresentation .............................................  35
           5.19   Employee Benefit Plans ...........................................  35
                  5.19.1 No Other Plans ............................................  35
                  5.19.2 ERISA and Code Compliance and Liability ...................  35
                  5.19.3 Funding ...................................................  36
</TABLE>


                                       ii

<PAGE>   4

<TABLE>
<S>      <C>                                                                          <C>
                5.19.4 Prohibited Transactions and Payments ........................  36
                5.19.5 No Termination Event ........................................  36
                5.19.6 ERISA Litigation ............................................  36
         5.20   Employee Matters ...................................................  36
                5.20.1 Collective Bargaining Agreements; Grievances ................  36
                5.20.2 Claims Relating to Employment ...............................  36
         5.21   Burdensome Obligations .............................................  37
         5.22   Insurance ..........................................................  37
         5.23   Subsidiaries .......................................................  37
         5.24   Year 2000 ..........................................................  37
         5.25   Warrant ............................................................  38

ARTICLE VI .........................................................................  38

AFFIRMATIVE COVENANTS ..............................................................  38

         6.1    Legal Existence; Good Standing .....................................  38
         6.2    Inspection .........................................................  38
         6.3    Financial Statements and Other Information .........................  39
                6.3.1 Monthly Statements ...........................................  39
                6.3.2 Quarterly Statements; Compliance Certificate .................  39
                6.3.3 Annual Statements ............................................  39
                6.3.4 Intentionally Omitted ........................................  40
                6.3.5 Audit Reports ................................................  40
                6.3.6 Notice of Defaults; Loss .....................................  40
                6.3.7 Notice of Suits, Adverse Events ..............................  41
                6.3.8 Reports to Shareholders, Creditors and Governmental Bodies ...  41
                6.3.9 ERISA Notices and Requests ...................................  41
                6.3.10 Other Information ...........................................  42
         6.4    Reports to Governmental Bodies and Other Persons ...................  43
         6.5    Maintenance of Licenses, Franchises and Other Agreements ...........  43
         6.6    Insurance ..........................................................  43
                6.6.1  Maintenance of Insurance ....................................  43
                6.6.2  Proceeds ....................................................  43
         6.7    Future Leases ......................................................  44
         6.8    Future Acquisitions of Real Estate .................................  44
         6.9    Environmental Matters ..............................................  44
         6.10   Compliance with Laws ...............................................  45
         6.11   Taxes and Claims ...................................................  45
         6.12   Maintenance of Properties ..........................................  45
         6.13   Governmental Approvals .............................................  45
         6.14   Intentionally Omitted ..............................................  45
         6.15   Further Assurances .................................................  46
         6.16   Landlord Consents ..................................................  46
         6.17   Intentionally Omitted ..............................................  46
         6.18   Lien Waivers .......................................................  46

ARTICLE VII ........................................................................  46

NEGATIVE COVENANTS .................................................................  46

           7.1    Borrowing ........................................................  46
           7.2    Liens ............................................................  47
           7.3    Mergers and Acquisitions .........................................  47
           7.4    Contingent Liabilities/Obligations ...............................  47
           7.5    Distributions/Restricted Junior Payments .........................  47
</TABLE>


                                       iii
<PAGE>   5

<TABLE>
<S>        <C>                                                                        <C>
           7.6    Capital Expenditures .............................................  48
           7.7    Payments of Indebtedness for Borrowed Money ......................  48
           7.8    Investments; Loans ...............................................  48
           7.9    Fundamental Business Changes .....................................  49
           7.10   Facility Sites ...................................................  49
           7.11   Sale or Transfer of Assets .......................................  49
           7.12   Amendment of Documents ...........................................  50
           7.13   Acquisition of Additional Properties .............................  50
           7.14   Issuance of Capital Stock or Other Similar Interests .............  50
           7.15   Transactions with Affiliates .....................................  50
           7.16   Compliance with ERISA ............................................  51
           7.17   Minimum Net Worth ................................................  51
           7.18   Maximum Leverage Ratio ...........................................  52
           7.19   Minimum Total Debt Service Coverage Ratio ........................  52
           7.20   Subsidiaries .....................................................  52
           7.21   Acquisitions .....................................................  52
           7.22   Minimum Current Ratio ............................................  52
           7.23   Minimum Liquidity ................................................  52

ARTICLE VIII .......................................................................  53

DEFAULT AND REMEDIES ...............................................................  53

         8.1   Events of Default ...................................................  53
               8.1.1  Default in Payment ...........................................  53
               8.1.2  Breach of Covenants ..........................................  53
               8.1.3  Breach of Warranty ...........................................  54
               8.1.4  Default Under Other Indebtedness for Borrowed Money ..........  54
               8.1.5  Bankruptcy ...................................................  54
               8.1.6  Judgments ....................................................  55
               8.1.7  Impairment of Licenses; Other Agreements .....................  55
               8.1.8  Collateral ...................................................  55
               8.1.9  Plans ........................................................  55
               8.1.10  Change in Control ...........................................  55
         8.2   Acceleration of Borrower's Obligations ..............................  57
         8.3   Remedies on Default .................................................  57
               8.3.1  Enforcement of Security Interests ............................  57
               8.3.2  Other Remedies ...............................................  57
         8.4   Application of Funds ................................................  57
               8.4.1  Expenses .....................................................  58
               8.4.2  Borrower's Obligations .......................................  58
               8.4.3  Surplus ......................................................  58
         8.5   Performance of Borrower's Obligations ...............................  58

ARTICLE IX .........................................................................  58

CLOSING ............................................................................  58

ARTICLE X ..........................................................................  59

EXPENSES AND INDEMNITY .............................................................  59

         10.1  Attorneys' Fees and Other Fees and Expenses .........................  59
                  10.1.1  Fees and Expenses for Preparation of Loan Documents ......  59
                  10.1.2  Fees and Expenses in Enforcement of Rights or Defense
                          of Loan Documents ........................................  59
         10.2  Indemnity ...........................................................  59
</TABLE>


                                       iv
<PAGE>   6

<TABLE>
<S>      <C>                                                                          <C>
         10.2.1  Brokerage Fees ....................................................  59
         10.2.2  General ...........................................................  59
         10.2.3  Operation of Collateral; Joint Venturers ..........................  60
         10.2.4  Environmental Indemnity ...........................................  60
         10.2.5  Distribution Transactions .........................................  60

ARTICLE XI .........................................................................  61

TAXES AND ILLEGALITY ...............................................................  61

         11.1  Taxes ...............................................................  61
         11.2  Intentionally Omitted ...............................................  62
         11.3  Increased Costs and Reduction of Return .............................  62
         11.4  Funding Losses ......................................................  62
         11.5  Certificates of Lender ..............................................  62
         11.6  Survival ............................................................  62

ARTICLE XII ........................................................................  63

MISCELLANEOUS ......................................................................  63

         12.1  Notices .............................................................  63
         12.2 Survival of Loan Agreement; Indemnities ..............................  64
         12.3 Further Assurance ....................................................  64
         12.4 Taxes and Fees .......................................................  64
         12.5 Severability .........................................................  64
         12.6 Waiver ...............................................................  65
         12.7 Modification of Loan Documents .......................................  65
         12.8 Captions .............................................................  65
         12.9 Successors and Assigns ...............................................  65
         12.10 Remedies Cumulative .................................................  65
         12.11 Entire Agreement; Conflict ..........................................  65
         12.12 APPLICABLE LAW ......................................................  65
         12.13 JURISDICTION AND VENUE ..............................................  65
         12.14 WAIVER OF RIGHT TO JURY TRIAL .......................................  66
         12.15 TIME OF ESSENCE .....................................................  66
         12.16 Estoppel Certificate ................................................  66
         12.17 Consequential Damages ...............................................  67
         12.18 Counterparts ........................................................  67
         12.19 No Fiduciary Relationship ...........................................  67
         12.20 Notice of Breach by Lender ..........................................  67
         12.21 Unwind Agreement ....................................................  67
</TABLE>



                       LIST OF EXHIBITS TO LOAN AGREEMENT


<TABLE>
         <S>                         <C>         <C>
         Exhibit 1.1                  -          Compliance Certificate
         Exhibit 5.3.1                -          Subsidiary Equity Interests
         Exhibit 5.5.1                -          Business and Property
         Exhibit 5.5.2                -          Licenses
         Exhibit 5.5.3                -          Operating Agreements
         Exhibit 5.5.4                -          Facility Sites
         Exhibit 5.5.5                -          Leases
         Exhibit 5.5.6                -          Real Estate
         Exhibit 5.5.8                -          License Agreements
         Exhibit 5.7.1                -          Financial Statements
         Exhibit 5.7.2                -          Projections
         Exhibit 5.8                  -          Litigation
         Exhibit 5.12                 -          Intellectual Property
         Exhibit 5.19.1               -          Employee Benefit Plans
         Exhibit 5.20.1               -          Collective Bargaining
         Exhibit 7.1                  -          Existing Indebtedness
</TABLE>


                                       v


<PAGE>   7



                                 LOAN AGREEMENT


         This LOAN AGREEMENT, dated as of February [__], 2001 (this "Loan
Agreement"), is between PRACTICEWORKS, INC., a Delaware corporation
("Borrower"), and FINOVA CAPITAL CORPORATION, a Delaware corporation ("Lender").


                             PRELIMINARY STATEMENT:

         WHEREAS, Borrower has requested, and Lender has agreed to make
available to Borrower, a term loan upon and subject to the terms and conditions
set forth in this Agreement;

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties hereto agree as follows:


                                    ARTICLE I

                         DEFINITIONS AND DETERMINATIONS

         1.1      DEFINITIONS . As used in this Loan Agreement and in the other
Loan Documents, unless otherwise expressly indicated herein or therein, the
following terms shall have the following meanings (such meanings to be
applicable equally to both the singular and plural forms of the terms defined):

                  Accounting Changes - as defined in Section 1.3.

                  Acquisition means any transaction or series of related
         transactions for the purpose of or resulting in, directly or
         indirectly, (a) the acquisition of all or substantially all of the
         assets of a Person, or of any business or division of a Person, (b) the
         acquisition of in excess of fifty percent (50%) of the capital stock,
         partnership interests or other equity interests of a Person or
         otherwise causing a Person to become a Subsidiary of Borrower or (c) a
         merger or consolidation or any other combination with another Person
         (other than a Person that is a wholly-owned domestic Subsidiary of
         Borrower).

                  Acquisition Documents - as defined in subsection 4.2.2.

                  ADA means the Americans with Disabilities Act of 1990, as
         amended, any successor statute thereto, and the rules and regulations
         promulgated thereunder, as in effect from time to time.


                                       1
<PAGE>   8

                  Adjusted EBITDA means, as of any determination date, without
         duplication, the sum of (a) EBITDA of Borrowers and their Subsidiaries
         on a consolidated basis for the period in question and except to the
         extent intended to be included in clauses (1), (2) or (3) below, plus
         (b) the sum of the following:

                           (1)      with respect to each Target owned by
                  Borrower or any Subsidiary of Borrower for which Lender has
                  not received financial statements for at least one quarter
                  pursuant to subsection 6.3.2, the sum of Pro Forma EBITDA for
                  each such Target; plus

                           (2)      with respect to any Target owned by Borrower
                  or any Subsidiary of Borrower for one (1) full quarter or more
                  for which Lender has received the financial statements for
                  such quarters required pursuant to subsection 6.3.2, but owned
                  by any such Person for less than four (4) full quarters, the
                  product obtained by multiplying EBITDA of such Target for the
                  full quarters that such Target has been owned by such Person
                  for which Lender has received such financial statements by a
                  fraction, the numerator of which is four (4) and the
                  denominator of which is the number of full quarters that such
                  Target has been owned by such Person for which Lender has
                  received such financial statements; plus

                           (3)      with respect to any Target owned by Borrower
                  or any Subsidiary of Borrower for four (4) full quarters or
                  more for which Lender has received financial statements for
                  not less than a four-quarter period, EBITDA of such Target for
                  the trailing four-quarter period ending on the last day of the
                  immediately preceding the quarter for which Lender has
                  received such financial statements.

                  Affiliate means, as to any Person, any other Person that,
         directly or indirectly, through one or more intermediaries, is in
         control of, is controlled by, or is under common control with, such
         Person. A Person shall be deemed to control another Person if the
         controlling Person possesses, directly or indirectly, the power to
         direct or cause the direction of the management and policies of the
         other Person, whether through the ownership of voting securities, by
         contract or otherwise. Without limitation, any director, executive
         officer or beneficial owner of five percent (5%) or more of the equity
         of a Person shall, for purposes of this Loan Agreement, be deemed to
         control the other Person. Notwithstanding the foregoing, Lender shall
         not be deemed to be an "Affiliate" of Borrower or any Subsidiary of
         Borrower.

                  Agreement and Plan of Distribution means that certain
         Agreement and Plan of Distribution dated as of February __, 2001 by and
         between InfoCure Corporation and Practice Works, as the same from time
         to time may be amended, modified or supplemented.


                                       2
<PAGE>   9

                  Applicable Margin means (i) during the period from and after
         the Closing Date through and including June 30, 2001, one and one-half
         percent (1.50%), (ii) during the period from and after July 1, 2001
         through and including December 31, 2001, one and three-quarters percent
         (1.75%), and (iii) from and after January 1, 2002, two and one-quarter
         percent (2.25%).

                  Approved Replacement means, with respect to any initial
         person, a person reasonably acceptable to Lender hired or engaged by
         Borrower to replace and perform the tasks of such initial person whose
         employment or occupancy of an office shall have ceased for any reason,
         which replacement shall have occurred on or before the ninetieth (90th)
         day after the cessation of the employment of or office occupancy by
         such initial person.

                  Assignment of Leases means an assignment of leases executed by
         Borrower or any Subsidiary of Borrower, in form and substance
         satisfactory to Lender.

                  Bankruptcy Code means the Federal Bankruptcy Reform Act of
         1978 (11 U.S.C. 101, et seq.), any successor statute thereto, and the
         rules, regulations and legally binding policies promulgated thereunder,
         as amended and in effect from time to time.

                  Base Rate means, at any time and from time to time, the higher
of:

                           (i)      the per annum rate of interest announced or
                  published publicly from time to time by Citibank, N.A. in New
                  York, New York as its corporate base (or equivalent) rate of
                  interest (which rate (a) shall change automatically without
                  notice and simultaneously with each change in such corporate
                  base rate, (b) is a reference rate and (c) does not
                  necessarily represent the lowest or best rate actually charged
                  to any customer by Citibank, N.A. in New York, New York), and

                           (ii)     the sum of, for any day, (a) the weighted
                  average (rounded upwards, if necessary, to the next 1/100 of
                  1%) of the rates on overnight Federal funds transactions with
                  members of the Federal Reserve System arranged by Federal
                  funds brokers, as published on the next succeeding Business
                  Day by the Federal Reserve Bank of New York, or, if such rate
                  is not so published for any day that is a Business Day, the
                  average (rounded upwards, if necessary, to the next 1/100 of
                  1%) of the quotations for such day for such transactions
                  received by Lender from three Federal funds brokers of
                  recognized standing selected by it, plus (b) 0.50%.

                  Basic Financial Statements - as defined in subsection 6.3.3.

                  Borrower - see the Preamble of this Loan Agreement.


                                       3
<PAGE>   10

                  Borrower's Obligations means, collectively, (i) any and all
         Loans, Indebtedness, liabilities, obligations and fees due or to become
         due, whether now existing or hereafter arising, of Borrower and its
         Subsidiaries to Lender (or any other Person required to be indemnified)
         pursuant to the terms of this Loan Agreement, any other Loan Document,
         any Rate Contracts (to the extent between Borrower and Lender or any
         Affiliate of Lender) or otherwise, including, without limitation, the
         Commitment Fee and indemnification obligations, and (ii) the
         performance of the covenants of Borrower and its Subsidiaries contained
         in the Loan Documents.

                  Business Day means any day other than a Saturday, Sunday or
         other day on which banks in Phoenix, Arizona or New York, New York are
         required to close.

                  Capital Adequacy Regulation means any guideline, request or
         directive of any central bank or other Governmental Body, or any other
         law, rule or regulation, whether or not having the force of law, in
         each case, regarding capital adequacy of Lender or of any corporation
         controlling Lender.

                  Capital Expenditures means for any period and with respect to
         any Person, the aggregate of all (i) payments that are made or
         liabilities that are incurred by such Person and its Subsidiaries for
         the lease, purchase, improvement, construction or use of any Property,
         the value or cost of which under GAAP is required to be capitalized and
         appears on such Person's consolidated balance sheet in the category of
         property, plant or equipment, and (ii) Capital Expenditures/Research
         and Development Costs, in any case, without regard to the manner in
         which such payments or the instruments pursuant to which they are made
         are characterized by such Person or any other Person.

                  Capital Expenditures/Research and Development Costs means for
         any period and with respect to any Person, the aggregate of all
         expenditures by and costs of such Person and its Subsidiaries for
         research and development which are capitalized, in accordance with
         GAAP, on a consolidated balance sheet of such Person and its
         Subsidiaries.

                  Capitalized Lease means any lease of Property, the obligations
         for the rental of which are required to be capitalized in accordance
         with GAAP.

                  Cash Equivalents means (a) securities issued or fully
         guaranteed or insured by the United States Government or any agency
         thereof having maturities of not more than six (6) months from the date
         of acquisition; (b) certificates of deposit, time deposits, repurchase
         agreements, reverse repurchase agreements or bankers' acceptances
         having in each case a tenor of not more than six (6) months, issued by
         any U.S. commercial bank or any branch or agency of a non-U.S. bank
         licensed to conduct business in the U.S. having combined capital and
         surplus of not less than $500,000,000; and (c) commercial paper of an
         issuer rated at least A-1 by Standard & Poor's Corporation or P-1 by
         Moody's Investors Service Inc. and in either case having a tenor of not
         more than three (3) months.


                                       4
<PAGE>   11

                  Chief Financial Officer means the chief financial officer or
         treasurer of Borrower.

                  Closing means the disbursement of the Term Loan on the Closing
         Date.

                  Closing Date means the date on which all conditions precedent
         set forth in Section 4.1 are satisfied or waived by Lender.

                  Code means the Internal Revenue Code of 1986, any successor
         statute thereto, and the rules, regulations and legally binding
         policies promulgated thereunder, as amended and in effect from time to
         time.

                  Collateral means, collectively, (i) all existing and
         after-acquired Property of Borrower and its Subsidiaries, including,
         without limitation, all existing and after-acquired accounts,
         machinery, equipment, inventory, goods, fixtures, chattel paper,
         investment property, instruments, documents, deposit accounts and
         general intangibles, (ii) the Subsidiary Equity Interests and (iii) all
         proceeds of the foregoing.

                  Collateral Documents means, collectively, the Security
         Agreement, the Assignment of Leases, the Mortgages, the Pledge
         Agreement, the Subsidiary Guaranty, the Subsidiary Security Agreement
         and all other security agreements, mortgages, deeds of trust, patent
         and trademark assignments, lease and other assignments, guarantees and
         other similar agreements, and all amendments, restatements,
         modifications or supplements thereof or thereto, between Borrower or
         any Subsidiary of Borrower and Lender now or hereafter delivered to
         Lender pursuant to or in connection with the transactions contemplated
         hereby, and all financing statements (or comparable documents now on
         file or hereafter filed in accordance with the UCC or comparable law)
         against Borrower or any Subsidiary of Borrower as debtor in favor of
         Lender, as secured party.

                  Commitment(s) means the commitment of Lender to make the Term
         Loan.

                  Commitment Fee - as defined in Section 2.9.

                  Common Stock Purchase Agreement means that certain Stock
         Purchase Agreement dated as of ____________, 2001 by and between
         Crescent International Ltd. and Borrower, as the same from time to time
         may be amended, modified or supplemented in accordance with the terms
         hereof.

                  Common Stock Purchase Documents means, collectively, (i) the
         Common Stock Purchase Agreement, (ii) the Registration Rights Agreement
         dated as of ___________, 2001 by and between Crescent International
         Ltd. and Borrower, (iii) the Incentive Warrant issued by Borrower to
         Crescent International Ltd. on _____________, 2001, together with any
         and all warrants issued in replacement thereof or substitution
         therefor, (iv) the Protective Warrant issued by Borrower to Crescent
         International Ltd.


                                       5
<PAGE>   12

         on _____________, 2001, together with any and all warrants issued in
         replacement thereof or substitution therefor, and (v) all other
         agreements, documents and instruments executed and delivered under the
         Common Stock Purchase Agreement, in each such case as the same from
         time to time may be amended, modified, supplement or restated in
         accordance with the terms hereof.

                  Compliance Certificate means a compliance certificate executed
         by the Chief Financial Officer, in substantially the form of EXHIBIT
         1.1 hereto.

                  Consolidated Net Income means, for any period, the net income
         of Borrower and its Subsidiaries for such period, on a consolidated
         basis, computed in accordance with GAAP.

                  Consolidated Net Worth means, as of any date of determination,
         the net worth of Borrower and its Subsidiaries on such date, on a
         consolidated basis, computed in accordance with GAAP.

                  Contribution means, collectively, (i) the contribution by
         InfoCure Corporation to PracticeWorks Systems of the "Included Assets"
         (as defined in the Agreement and Plan of Distribution) and the
         resulting issuance and delivery by PracticeWorks Systems to InfoCure
         Corporation of all of the equity interests of PracticeWorks Systems,
         (ii) the contribution by InfoCure Corporation to Borrower of all of the
         equity interests of PracticeWorks Systems and the resulting issuance
         and delivery by Borrower to InfoCure Corporation of all of the equity
         interests of PracticeWorks, and (iii) the contribution by InfoCure
         Corporation to Borrower of the equity interests of CADI Acquisition
         Corporation, a Colorado corporation, Swenam Holdings B.V., a
         Netherlands corporation, and InfoCure Australia Pty. Limited, a company
         organized under the laws of Australia, in each case pursuant to and in
         accordance with the terms of the Agreement and Plan of Distribution.

                  Default Rate means (i) with respect to the Term Loan, a rate
         equal to the Base Rate, plus the Applicable Margin then in effect, plus
         2.0% per annum, and (ii) with respect to any other amounts which may be
         owing by Borrower or any Subsidiary of Borrower to Lender pursuant to
         this Loan Agreement, the other Loan Documents or otherwise, the rate
         equal to the rate in the foregoing clause (i) of this definition.

                  Default Rate Period means a period of time commencing on the
         date an Event of Default has occurred and ending on the date that such
         Event of Default is cured or waived in writing by Lender.

                  Disposition means (a) the sale, lease, conveyance or other
         disposition of Property, other than sales or other dispositions
         expressly permitted under clause (i) and (ii) of Section 7.11, and (b)
         the sale or transfer by Borrower or any Subsidiary of Borrower of any
         equity securities issued by any Subsidiary of Borrower and held by such
         transferor Person.


                                       6
<PAGE>   13

                  Distribution means the "Distribution," as defined in the
         Agreement and Plan of Distribution, pursuant to which InfoCure
         Corporation shall distribute to the holders of its common stock the
         equity interests of Borrower that were the subject of the Internal
         Distribution.

                  Distribution Transaction Documents means, collectively, (i)
         the Agreement and Plan of Distribution, (ii) the Employee Benefits and
         Compensation Allocation Agreement dated as of February __, 2001 by and
         between InfoCure Corporation and Borrower, (iii) the Tax Disaffiliation
         Agreement dated as of February __, 2001 by and between InfoCure
         Corporation and Borrower, (iv) the Transition Services Agreement, (v)
         the "Registration Statement" and the "Prospectus," in each case as
         defined in the Agreement and Plan of Distribution, (vi) the Software
         License Agreements, each dated as of February __, 2001, by and between
         InfoCure Corporation and Borrower, (vii) the Assignment of Copyrights,
         each dated as of February __, 2001, by InfoCure Corporation to and for
         the benefit of Borrower, (viii) all other "Ancillary Agreements" and
         "Intercompany Agreements", in each case as defined in the Agreement and
         Plan of Distribution, and (ix) all agreements, documents and
         instruments evidencing or otherwise pertaining to the ISI Merger and/or
         the Subsidiary Mergers, including, without limitation, amendments to
         constituent documents, certificates of merger and agreements and plans
         of merger, in each case as the same from time to time may be amended,
         modified or supplemented.

                  EBITDA means for any period, without duplication, net income
         (or loss) for the applicable period of measurement of Borrower and its
         Subsidiaries (or such other Persons as the context may require) on a
         consolidated basis determined in accordance with GAAP, plus the sum of
         the following to the extent deducted in determining such net income:
         (i) losses from sales, transactions, exchanges and other dispositions
         of Property and other extraordinary losses not in the ordinary course
         of business; (ii) interest, fees and other charges paid or accrued on
         Indebtedness for Borrowed Money; (iii) depreciation and amortization of
         Property; and (iv) income taxes which are accrued or paid during such
         period; less gains from sales, transactions, exchanges and other
         dispositions of Property and other extraordinary gains not in the
         ordinary course of business to the extent included in determining such
         net income.

                  Employee Benefit Plan means any employee benefit plan within
         the meaning of Section 3(3) of ERISA which (i) is maintained for
         employees of Borrower or any ERISA Affiliates of Borrower or (ii) has
         at any time within the preceding six (6) years been maintained for the
         employees of Borrower or any current or former ERISA Affiliates of
         Borrower.

                  Employment Agreements means, collectively, each of the
         employment agreements, dated as of the Closing Date, between Borrower
         and each of Richard E. Perlman, James K. Price, Dr. Jim Davis and James
         A. Cochran.


                                       7
<PAGE>   14

                  Environmental Certificate means an environmental certificate
         executed by Borrower, in form and substance satisfactory to Lender.

                  Environmental Laws means any and all federal, state and local
         laws that relate to or impose liability or standards of conduct
         concerning public or occupational health and safety or protection of
         the environment, as now or hereafter in effect and as have been or
         hereafter may be amended or reauthorized, including, without
         limitation, the Comprehensive Environmental Response, Compensation and
         Liability Act (42 U.S.C ss.9601 et seq.), the Hazardous Materials
         Transportation Act (42 U.S.C. ss.1802 et seq.), the Resource
         Conservation and Recovery Act (42 U.S.C. ss.6901 et seq.), the Federal
         Water Pollution Control Act (33 U.S.C. ss.1251 et seq.), the Toxic
         Substances Control Act (15 U.S.C. ss.2601 et seq.), the Clean Air Act
         (42 U.S.C. ss.7901 et seq.), the National Environmental Policy Act (42
         U.S.C. ss.4231, et seq.), the Refuse Act (33 U.S.C. ss.407, et seq.),
         the Safe Drinking Water Act (42 U.S.C. ss.300(f) et seq.), the
         Occupational Safety and Health Act (29 U.S.C. ss.651 et seq.), and all
         rules, regulations, codes, ordinances and guidance documents
         promulgated or published thereunder, and the provisions of any
         licenses, permits, orders and decrees issued pursuant to any of the
         foregoing.

                  Equity Purchase Documents means, collectively, the Stock
         Purchase Agreement dated as of February __, 2001 between Crescent
         International Ltd., an entity organized under the laws of Bermuda, and
         Borrower, and all agreements, documents and instruments executed and
         delivered in connection therewith.

                  ERISA means the Employee Retirement Income Security Act of
         1974, and any successor statute thereto, and the rules, regulations and
         legally binding policies promulgated thereunder, as amended and in
         effect from time to time.

                  ERISA Affiliate means any Person who is a member of a group
         which is under common control with Borrower, who together with Borrower
         is treated as a single employer within the meaning of Section 414(b),
         (c) and (m) of the Code.

                  Event of Default means any of the Events of Default set forth
         in Section 8.1.

                  Excess Cash Flow means, for any period, (i) the Operating Cash
         Flow of Borrower and its Subsidiaries for such period, minus (ii) the
         aggregate of the following for such period: (A) Total Debt Service and
         (B) income taxes paid by Borrower and its Subsidiaries during such
         period.

                  Excess Interest - as defined in subsection 2.3.4.
                  Existing FINOVA Loan Agreement means that certain Loan
         Agreement dated August 11, 1999 among Lender, InfoCure Corporation and
         certain affiliates thereof, as amended from time to time.

                  FINOVA means FINOVA Capital Corporation, a Delaware
         corporation.


                                       8
<PAGE>   15

                  Fiscal Year means the fiscal year of Borrower and its
         Subsidiaries for financial accounting purposes, which fiscal year ends
         on December 31. For example, a reference to the 2001 Fiscal Year of
         Borrower shall be deemed to refer to Borrower's Fiscal Year ended
         December 31, 2001.

                  Foreign Subsidiary means, with respect to Borrower or any
         Subsidiary of Borrower, a Subsidiary thereof that is not organized
         under the laws of any State of the United States.

                  GAAP means generally accepted accounting principles as in
         effect from time to time, which shall include but shall not be limited
         to the official interpretations thereof by the Financial Accounting
         Standards Board or any successor thereto.

                  Good Funds means United States Dollars available in Federal
         funds to Lender at or before 2:00 p.m., Phoenix time, on a Business
         Day.

                  Governmental Body means any foreign, federal, state, municipal
         or other government, or any department, commission, board, bureau,
         agency, public authority or instrumentality thereof or any court or
         arbitrator.

                  Hazardous Materials means any hazardous, toxic, dangerous or
         other waste, substance or material defined as such in, regulated by or
         for purposes of any Environmental Law.

                  HIPAA means the Health Insurance Portability & Accountability
         Act, as amended, any successor statute thereto, and the rules and
         regulations promulgated thereunder, as in effect from time to time.

                  Incipient Default means any event, circumstance or condition
         which, with the giving of notice, the lapse of time, or both, would
         constitute an Event of Default.

                  Indebtedness means all liabilities, obligations and reserves,
         contingent or otherwise, which, in accordance with GAAP, would be
         reflected as a liability on a balance sheet or would be required to be
         disclosed in a financial statement, including, without duplication: (i)
         Indebtedness for Borrowed Money, (ii) obligations secured by any Lien
         upon Property, (iii) guaranties, letters of credit and other contingent
         obligations and (iv) liabilities in respect of unfunded vested benefits
         under any Pension Plan or in respect of withdrawal liabilities incurred
         under ERISA by Borrower or any of its ERISA Affiliates to any
         Multiemployer Plan.

                  Indebtedness for Borrowed Money means, without duplication,
         all (i) Indebtedness in respect of borrowed money, (ii) Indebtedness
         evidenced by a note, debenture or other like written obligation to pay
         money (including, without limitation, all of Borrower's Obligations and
         Permitted Senior Indebtedness), (iii) Indebtedness in


                                       9
<PAGE>   16

         respect of rent or hire of Property under Capitalized Leases or for the
         deferred purchase price of Property or services, (iv) Indebtedness in
         respect of obligations under conditional sales or other title retention
         agreements, (v) all net obligations with respect to Rate Contracts and
         (vi) all guaranties of any or all of the foregoing.

                  InfoCure Corporation means InfoCure Corporation, a Delaware
         corporation.

                  InfoCure Systems means InfoCure Systems, Inc., a Georgia
         corporation.

                  Interest Payment Date means the first Business Day of each
         quarter.

                  ISI Merger means the merger of InfoCure Systems with and into
         InfoCure Corporation, with InfoCure Corporation being the surviving
         entity, pursuant to and in accordance with the terms of the Agreement
         and Plan of Distribution and the other Distribution Transaction
         Documents.

                  Landlord means a lessor under a Lease.

                  Landlord Consent means a consent from a Landlord in form and
         substance satisfactory to Lender.

                  Lease means any lease of real estate under which Borrower or
         any Subsidiary of Borrower is the lessee or sublessee.

                  Leasehold Property means any real estate which is the subject
         of a Lease.

                  Leverage Ratio means, as of any date of determination, the
         ratio of (i) the aggregate amount of all Indebtedness for Borrowed
         Money of Borrower and its Subsidiaries as of such date to (ii) the
         amount by which (a) EBITDA of Borrower and its Subsidiaries for the
         twelve-month period ending on such date, exceeds (b) the aggregate
         amount of Capital Expenditures/Research and Development Costs made,
         incurred or otherwise recognized by Borrower and its Subsidiaries
         during such period.

                  License Agreements means all license agreements pursuant to
         which Borrower or any Subsidiary of Borrower is licensed to use the
         computer software or similar Property of any other Person in connection
         with the business of Borrower or such Subsidiary.

                  Licenses means all licenses, permits, consents, approvals and
         authority issued by any Governmental Body in connection with the
         operation of the business of Borrower or any Subsidiary of Borrower.

                  Lien means any mortgage, pledge, assignment, lien, charge,
         encumbrance or security interest of any kind, or the interest of a
         vendor or lessor under any conditional sale agreement, Capitalized
         Lease or other title retention agreement.


                                       10
<PAGE>   17

                  Loan Agreement means this Loan Agreement and any amendments or
         supplements hereto and restatements hereof.

                  Loan Documents means, collectively, this Loan Agreement, the
         Term Note, the Environmental Certificates, the Subsidiary Guaranty, the
         Collateral Documents, the Warrant, all agreements, documents and
         instruments delivered to Lender in connection therewith and all Rate
         Contracts between Borrower and Lender (or any Affiliate of Lender),
         including, without limitation, any subordination agreements covering or
         otherwise relating to any of the Subordinated Indebtedness.

                  Loans means the Term Loan or any portion thereof.

                  Loan Year means a period of time from the Closing Date or any
         anniversary of the Closing Date to the immediately succeeding
         anniversary of the Closing Date.

                  Material Adverse Effect means (i) a material adverse effect
         upon or change in the business, operations, Property, profits or
         condition (financial or otherwise) of Borrower and its Subsidiaries
         taken as a whole or upon the validity, enforceability or priority of
         the Security Interests or (ii) a material impairment of the ability of
         Borrower and its Subsidiaries taken as a whole to perform their
         obligations under any Loan Document or of Lender to enforce or collect
         any of Borrower's Obligations.

                  Maximum Rate - as defined in subsection 2.3.4.

                  Mortgage means any mortgage, deed of trust or other document
         creating a Lien on any parcel of Real Estate in favor of Lender, in
         form and substance satisfactory to Lender.

                  Multiemployer Plan means any multiemployer plan as defined
         pursuant to Section 3(37) of ERISA to which Borrower or any ERISA
         Affiliate of Borrower makes, or accrues an obligation to make
         contributions, or has made, or been obligated to make, contributions
         within the preceding six (6) years.

                  Net Issuance Proceeds means, in respect of any issuance of
         debt or equity, cash proceeds or non-cash proceeds received or
         receivable in connection therewith, net of reasonable out-of-pocket
         costs and expenses paid or incurred in connection therewith in favor of
         any Person not an Affiliate of Borrower; provided, however, that the
         term "Net Issuance Proceeds" shall not include any proceeds (i)
         received by PracticeWorks in connection with the issuance of stock to
         its employees in the ordinary course of business pursuant to a stock
         option plan maintained by PracticeWorks or (ii) of the Term Loan.

                  Net Proceeds means proceeds in cash, checks or other cash
         equivalent financial instruments (including cash equivalents) as and
         when received by the Person making a Disposition, net of: (a) the
         direct costs relating to such Disposition excluding amounts


                                       11
<PAGE>   18

         payable to Borrower or any Affiliate of Borrower, (b) sale, use or
         other transaction taxes paid or payable as a result thereof and (c)
         amounts required to be applied to repay principal, interest and
         prepayment premiums and penalties on Indebtedness secured by a Lien on
         the asset which is the subject of such Disposition.

                  Operating Agreements means all right-of-entry agreements,
         access agreements, advertising contracts, equipment leases, agreements
         pursuant to which any Person provides electronic data service to
         Borrower or any Subsidiary of Borrower, service contracts and similar
         agreements relating to the operation of the business of Borrower or any
         Subsidiary of Borrower, excluding Leases.

                  Operating Cash Flow means, for any period, Adjusted EBITDA of
         Borrower and its Subsidiaries for such period, less Capital
         Expenditures made or incurred by Borrower and its Subsidiaries during
         such period.

                  Operating Lease means any lease which, under GAAP, is not
         required to be capitalized.

                  PBGC means the Pension Benefit Guaranty Corporation or any
         Governmental Body succeeding to the functions thereof.

                  Pension Plan means any Employee Benefit Plan, other than a
         Multiemployer Plan, which is subject to the provisions of Part 3 of
         Title I of ERISA, Title IV of ERISA, or Section 412 of the Code and
         which (i) is maintained for employees of Borrower or any of its ERISA
         Affiliates of Borrower, or (ii) has at any time within the preceding
         six (6)years been maintained for the employees of Borrower or any
         current or former ERISA Affiliates of Borrower.

         Permitted Liens means any of the following Liens:

                    (i)    the Security Interests;

                   (ii)    the Permitted Senior Indebtedness Liens;

                  (iii)    Liens for taxes or assessments and similar charges,
                           which either are (a) not delinquent or (b) being
                           contested diligently and in good faith by appropriate
                           proceedings, and as to which Borrower or any
                           Subsidiary of Borrower has set aside reserves on its
                           books which are satisfactory to Lender;

                   (iv)    statutory Liens, such as mechanic's, materialman's,
                           warehouseman's, carrier's or other like Liens,
                           incurred in good faith in the ordinary course of
                           business, provided that the underlying obligations
                           relating to such Liens are paid in the ordinary
                           course of business, or are being contested diligently
                           and in good faith by appropriate proceedings and as


                                       12
<PAGE>   19

                           to which Borrower has set aside reserves on its books
                           satisfactory to Lender, or the payment of which
                           obligations are otherwise secured in a manner
                           satisfactory to Lender;

                    (v)    zoning ordinances, easements, licenses, reservations,
                           provisions, covenants, conditions, waivers or
                           restrictions on the use of Property and other title
                           exceptions, in each case, that are acceptable to
                           Lender;

                   (vi)    Liens in respect of judgments or awards with respect
                           to which no Event of Default would exist pursuant to
                           subsection 8.1.6; and

                  (vii)    Liens to secure payment of insurance premiums (a) to
                           be paid in accordance with applicable laws in the
                           ordinary course of business relating to payment of
                           worker's compensation, or (b) that are required for
                           the participation in any fund in connection with
                           worker's compensation, unemployment insurance,
                           old-age pensions or other social security programs.

         Permitted Prior Liens means any of the following Liens:

                    (i)    the Permitted Senior Indebtedness Liens;

                   (ii)    the Permitted Liens described in clauses (iii) and
                           (iv) of the definition of Permitted Liens that are
                           accorded priority to the Security Interests by law;
                           and

                  (iii)    the Permitted Liens described in clauses (v) and
                           (vii) of the definition of Permitted Liens, subject
                           to the limitations set forth therein.

                  Permitted Senior Indebtedness means Indebtedness, other than
         Borrower's Obligations, incurred to purchase tangible personal property
         or Indebtedness incurred to lease tangible personal property pursuant
         to Capitalized Leases, provided that (i) such aggregate Indebtedness of
         Borrower existing as of the Closing Date shall not exceed $__________
         in the aggregate, (ii) during any Loan Year after the Closing Date, the
         aggregate amount of such Indebtedness of Borrower and its Subsidiaries
         at any one time outstanding during such Loan Year shall not exceed
         $_______ and principal payments made with respect to such Indebtedness
         during such Loan Year shall not exceed $________ in the aggregate, and
         (iii) no Event of Default exists at the time or will be caused as a
         result of the incurrence of any Indebtedness described in clause (ii)
         of this definition.

                  Permitted Senior Indebtedness Liens means Liens that secure
         Permitted Senior Indebtedness, provided that each such Lien attaches
         only to the Property purchased or leased with the proceeds of the
         Permitted Senior Indebtedness incurred with respect to such Property.


                                       13
<PAGE>   20

                  Person means any individual, firm, corporation, business
         enterprise, trust, association, joint venture, partnership, limited
         liability company or partnership, Governmental Body or other entity,
         whether acting in an individual, fiduciary or other capacity.

                  Pledge Agreement means, collectively, the pledge agreements
         executed by Borrower and such other Persons, pursuant to which Lender
         is granted a first Lien upon the Subsidiary Equity Interests, in form
         and substance satisfactory to Lender.

                  PracticeWorks Systems means PracticeWorks Systems, LLC, a
         Georgia limited liability company and a wholly-owned domestic
         Subsidiary of Borrower.

                  Principal Balance means the unpaid principal balance of the
         Term Loan or any specified portion thereof outstanding from time to
         time.

                  Pro Forma EBITDA means, with respect to any Target, EBITDA for
         such Target for the most recent twelve-month period (or, if otherwise
         designated, for any other applicable period or periods) for which
         financial statements are available at the time of determination
         thereof, adjusted for verifiable expense reductions which are expected
         to be realized, calculated by Borrowers and approved by Lender, in its
         sole and absolute discretion.

                  Property means all types of real, personal or mixed property
         and all types of tangible or intangible property.

                  Qualified Depository means a member bank of the Federal
         Reserve System having a combined capital and surplus of at least
         $100,000,000.

                  Rate Contracts means swap agreements (as such term is defined
         in Section 101 of the Bankruptcy Code) and any other agreements or
         arrangements designed to provide protection against fluctuations in
         interest or currency exchange rates.

                  Real Estate means any real estate which is owned, beneficially
         or otherwise, by Borrower or any Subsidiary of Borrower.

                  Related Transactions means, collectively, the ISI Merger, the
         Subsidiary Mergers, the Distribution, the Contribution and any
         Acquisitions consummated by Borrower or any of its Subsidiaries, and
         the other transactions contemplated by the Related Transaction
         Documents.

                  Related Transaction Documents means the Distribution
         Transaction Documents, the Common Stock Purchase Documents, any
         Acquisition Documents, the Equity Purchase Documents and the Employment
         Agreements.


                                       14
<PAGE>   21

                  Requirement of Law means, as to any Person, any law (statutory
         or common), treaty, rule or regulation or determination of an
         arbitrator or of a Governmental Body, in each case applicable to or
         binding upon such Person or any of its Property or to which such Person
         or any of its Property is subject.

                  Responsible Officer means the Chief Executive Officer or the
         president of Borrower, or any other officer having substantially the
         same authority and responsibility; or, with respect to compliance with
         financial covenants, the chief financial officer or the treasurer of
         Borrower, or any other officer having substantially the same authority
         and responsibility.

                  Securities Act means the Securities Act of 1933, the
         Securities Exchange Act of 1934, any successor statute thereto, and the
         rules, regulations and legally binding policies of the Securities
         Exchange Commission promulgated thereunder, as amended and in effect
         from time to time.

                  Security Interests means the Liens in the Collateral granted
         to Lender pursuant to the Collateral Documents and any other agreement,
         document or instrument now or hereafter executed by Borrower, any
         Subsidiary of Borrower or any other Person which purports to grant a
         Lien on the Property of Borrower, such Subsidiary or such other Person
         in favor of Lender.

                  Security Agreement means a security agreement made by Borrower
         in favor of Lender, in form and substance satisfactory to Lender.

                  Stated Rate - as defined in subsection 2.3.4.

                  Subordinated Indebtedness means all unsecured Indebtedness for
         Borrowed Money of Borrower or any Subsidiary of Borrower approved and
         consented to by Lender and which is subordinated in right of payment
         and action to Borrower's Obligations, but specifically excluding the
         Indebtedness for Borrowed Money described on EXHIBIT 7.1 hereto.

                  Subsidiary of a Person means any other Person of which more
         than fifty percent (50%) of the voting stock or other equity interests
         (in the case of Persons other than corporations) is owned or
         controlled, directly or indirectly, by such Person, or one or more of
         the Subsidiaries of such Person, or any combination thereof.

                  Subsidiary Equity Interests means all of the issued and
         outstanding capital stock, partnership and limited liability company
         interests and other equity interests, any all warrants, options and
         other rights to purchase or otherwise acquire any capital stock,
         partnership and limited liability company interests or other equity
         interests, of the Subsidiaries of Borrower.


                                       15
<PAGE>   22

                  Subsidiary Guaranty means the guaranty made by the
         Subsidiaries of Borrower (subject to Section 6.15) in favor of Lender,
         in form and substance satisfactory to Lender.

                  Subsidiary Mergers means, collectively, the merger of Applied
         Professional Systems, Inc., a Delaware corporation, Technos
         Corporation, a New Hampshire corporation, and DataTrac Services
         Corporation, a Kansas corporation, with and into InfoCure Systems, with
         InfoCure Systems being the surviving entity.

                  Subsidiary Security Agreement means the security agreement
         made by the Subsidiaries of Borrower (subject to Section 6.15) in favor
         of Lender, in form and substance satisfactory to Lender.

                  Target means (i) any other Person engaged in business
         activities primarily related to the business activities of Borrower or
         (ii) a business unit or asset group of any other Person which is used
         in business activities primarily related to the business activities of
         Borrower, in each case acquired or proposed to be acquired in an
         Acquisition; provided, that, with respect to the calculation of
         Adjusted EBITDA, the term "Target" shall be deemed also to include any
         Person or business unit or asset group of any other Person that shall
         have been acquired by Borrower or any Subsidiary of Borrower pursuant
         to an Acquisition (which shall have been approved and consented to by
         Lender in writing in its sole and absolute discretion) during the
         twelve-month period ending on the Closing Date.

                  Term Loan means the term loan in the amount of [$_______] to
         be made by Lender to Borrower pursuant to subsection 2.1.1.

                  Term Note means a promissory note of Borrower payable to the
         order of Lender evidencing the Term Loan.

                  Termination Event means (i) a "Reportable Event" described in
         Section 4043 of ERISA and the regulations issued thereunder; or (ii)
         the withdrawal of Borrower or any ERISA Affiliate of Borrower from a
         Pension Plan during a plan year in which it was a "substantial
         employer" as defined in Section 4001(a)(2); or (iii) the termination of
         a Pension Plan, the filing of a notice of intent to terminate a Pension
         Plan or the treatment of a Pension Plan amendment as a termination
         under Section 4041 of ERISA; or (iv) the institution of proceedings to
         terminate, or the appointment of a trustee with respect to, any Pension
         Plan by the PBGC; or (v) any other event or condition which would
         constitute grounds under Section 4042(a) of ERISA for the termination
         of, or the appointment of a trustee to administer, any Pension Plan; or
         (vi) the partial or complete withdrawal of Borrower or any ERISA
         Affiliate of Borrower from a Multiemployer Plan; or (vii) the
         imposition of a lien pursuant to Section 412 of the Code or Section 302
         of ERISA; or (viii) any event or condition which results in the
         reorganization or insolvency of a Multiemployer Plan under Sections
         4241 or 4245 of ERISA; or (ix) any event or condition which results in
         the termination of a Multiemployer Plan under


                                       16
<PAGE>   23

         Section 4041A of ERISA or the institution by the PBGC of proceedings to
         terminate a Multiemployer Plan under Section 4042 of ERISA.

                  Total Debt Service means during any period, all payments of
         principal, interest, premium, loan fees and other charges with respect
         to Indebtedness for Borrowed Money of Borrower and its Subsidiaries
         (including, without limitation, Borrower's Obligations, Permitted
         Senior Indebtedness and Subordinated Indebtedness), which payments are
         required or permitted to be made pursuant to this Loan Agreement and
         are due and payable during such period.

                  Total Debt Service Coverage Ratio means the ratio of (i)
         Operating Cash Flow of Borrower and its Subsidiaries for the
         twelve-month period ending on the last day of any quarter to (ii) Total
         Debt Service of Borrower and its Subsidiaries for such twelve-month
         period.

                  Transition Services Agreement means that certain Transition
         Services Agreement dated as of February ___, 2001 by and between
         InfoCure Corporation and Borrower, as the same from time to time may be
         amended, modified or supplemented.

                  UCC or Uniform Commercial Code means the Uniform Commercial
         Code as in effect from time to time in the State of Arizona.

                  [WARRANT MEANS THAT CERTAIN WARRANT AGREEMENT WITH AN ORIGINAL
         ISSUE DATE OF THE CLOSING DATE ISSUED BY BORROWER TO AND FOR THE
         BENEFIT OF LENDER.]

         1.2      TIME PERIODS. In this Loan Agreement and the other Loan
Documents, in the computation of periods of time from a specified date to a
later specified date, (i) the word "from" means "from and including," (ii) the
words "to" and "until" each mean "to, but excluding" and (iii) the words
"through," "end of" and "expiration" each mean "through and including." Unless
otherwise specified, all references in this Loan Agreement and the other Loan
Documents to (i) a "month" shall be deemed to refer to a calendar month, (ii) a
"quarter" shall be deemed to refer to a calendar quarter and (iii) a "year"
shall be deemed to refer to a calendar year.

         1.3      ACCOUNTING TERMS AND DETERMINATIONS. All accounting terms not
specifically defined herein shall be construed, all accounting determinations
hereunder shall be made and all financial statements required to be delivered
pursuant hereto shall be prepared in accordance with GAAP as in effect at the
time of such interpretation, determination or preparation, as applicable. In the
event that any Accounting Changes (as hereinafter defined) occur and such
changes result in a change in the method of calculation of financial covenants,
standards or terms contained in this Loan Agreement, then Borrower and Lender
agree to enter into negotiations to amend such provisions of this Loan Agreement
so as to reflect such Accounting Changes with the desired result that the
criteria for evaluating the financial condition of Borrower shall be the same
after such Accounting Changes as if such Accounting Changes had not been made.
For purposes hereof, "Accounting Changes" shall mean (i)


                                       17
<PAGE>   24

changes in generally accepted accounting principles required by the promulgation
of any rule, regulation, pronouncement or opinion by the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants (or
any successor thereto) or other appropriate authoritative body and (ii) changes
in accounting principles as approved by Borrower's accountants.

         1.4      REFERENCES. All references in this Loan Agreement to
"Article," "Section," "subsection," "subparagraph," "clause" or "Exhibit,"
unless otherwise indicated, shall be deemed to refer to an Article, Section,
subsection, subparagraph, clause or Exhibit, as applicable, of this Loan
Agreement.

         1.5      LENDER'S DISCRETION. Whenever the terms "satisfactory to
Lender," "determined by Lender," "acceptable to Lender," "Lender shall elect,"
"Lender shall request," "at the option or election of Lender," or similar terms
are used in the Loan Documents, except as otherwise specifically provided
therein, such terms shall mean satisfactory to, at the election or option of,
determined by, acceptable to or requested by Lender, in its sole and unlimited
discretion.

         1.6      BORROWER'S KNOWLEDGE. Any statements, representations or
warranties in the Loan Documents that are based upon the knowledge or best
knowledge of Borrower or an officer thereof shall be deemed to have been made
after due inquiry by the officer making such statements, representations or
warranties on behalf of Borrower or himself or herself, as applicable, with
respect to the matter in question, and Borrower shall not be imputed with
knowledge of any fact or circumstance unless a Responsible Officer of Borrower
shall have or should have had actual knowledge of such fact or circumstance.


                                   ARTICLE II

                   TERM LOAN AND TERMS OF PAYMENT; SYNDICATION

         2.1      TERM LOAN. Lender agrees, on the terms and conditions
hereinafter set forth, to disburse the proceeds of the Term Loan to or at the
direction of Borrower on the Closing Date.

         2.2      USE OF PROCEEDS, TERM NOTE AND REBORROWING.

                  2.2.1    USE OF PROCEEDS. The proceeds of the Term Loan shall
         be used solely to repay a portion of certain Indebtedness owed to
         Lender under the Existing FINOVA Loan Agreement, or to repay
         intercompany Indebtedness owing by Borrower to InfoCure Corporation (to
         the extent contemporaneously used by InfoCure Corporation to repay a
         portion of the Indebtedness owed to Lender under the Existing FINOVA
         Loan Agreement) and to pay related transaction costs.

                  2.2.2    TERM NOTE. The Term Loan shall be evidenced by the
         Term Note.


                                       18
<PAGE>   25

                  2.2.3    REBORROWING. Borrower may not reborrow all or any
         portion of the Term Loan which is repaid or prepaid.

         2.3      INTEREST.

                  2.3.1    INTEREST RATES AND PAYMENT. Except as provided in
         subsection 2.3.2, the Principal Balance of the Term Loan shall bear
         interest at a per annum rate equal to the Base Rate, plus the
         Applicable Margin. Interest shall be payable in arrears on each
         Interest Payment Date. Interest also shall be paid on the date of any
         payment or prepayment of the Term Loan pursuant to Sections 2.6 and
         2.8.

                  2.3.2    DEFAULT RATE. During a Default Rate Period,
         Borrower's Obligations shall bear interest at the applicable Default
         Rate.

                  2.3.3    INTEREST AND FEES COMPUTATION. Computations of
         interest on fees and all other Borrower's Obligations (other than the
         Term Loan) shall be computed on the basis of a year consisting of 360
         days and charged for the actual number of days during the period for
         which such interest and fees are being charged. Computations of
         interest on the Term Loan shall be computed on the basis of a year
         consisting of 365 days (or, in the case of a leap year, 366 days) and
         charged for the actual number of days during the period for which such
         interest is being charged. In computing interest and fees, the date of
         funding shall be included and the date of payment shall be excluded.

                  2.3.4    MAXIMUM INTEREST. Notwithstanding any provision to
         the contrary contained herein or in any other Loan Document, Lender
         shall not collect a rate of interest on any obligation or liability due
         and owing by Borrower to Lender in excess of the maximum contract rate
         of interest permitted by applicable law (such excess referred to as
         "Excess Interest"). Lender and Borrower agree that the interest laws of
         the State of Arizona shall govern the relationship among them and
         understand and believe that the transactions contemplated by the Loan
         Documents comply with the usury laws of the State of Arizona, but in
         the event of a final adjudication to the contrary, Borrower shall be
         obligated to pay, nunc pro tunc, to Lender only such interest as then
         shall be permitted by the laws of the state found to govern the
         contract relationship between Lender and Borrower. If any Excess
         Interest is provided for or determined by a court of competent
         jurisdiction to have been provided for in this Loan Agreement or any
         other Loan Document, then in such event (i) Borrower shall not be
         obligated to pay such Excess Interest, (ii) any Excess Interest
         collected by Lender shall be, at Lender's option, (A) applied to the
         Principal Balance in such manner as Lender may elect or to accrued and
         unpaid interest not in excess of the maximum rate permitted by
         applicable law (the "Maximum Rate") or (B) refunded to the payor
         thereof, (iii) the interest rates provided for herein (the "Stated
         Rate") shall be automatically reduced to the Maximum Rate and the Loan
         Documents shall be deemed to have been, and shall be, modified to
         reflect such reduction and (iv) Borrower shall not have any action
         against Lender for any damages arising out of the payment or collection
         of such Excess Interest; provided,


                                       19
<PAGE>   26

         however, that if at any time thereafter the Stated Rate is less than
         the Maximum Rate, Borrower shall, to the extent permitted by law,
         continue to pay interest at the Maximum Rate until such time as the
         total interest received by Lender is equal to the total interest which
         Lender would have received had the Stated Rate been (but for the
         operation of this provision) the interest rate payable. Thereafter, the
         interest rate payable shall be the Stated Rate unless and until the
         Stated Rate again exceeds the Maximum Rate, in which event the
         provisions contained in this subsection 2.3.4 shall again apply.

         2.4      INTENTIONALLY OMITTED.

         2.5      INTENTIONALLY OMITTED.

         2.6      SCHEDULED PRINCIPAL REPAYMENTS. The Principal Balance of the
Term Loan shall be paid in installments on the dates and in the respective
amounts shown below:

<TABLE>
<CAPTION>
                                          Amount of Payment (expressed as
                                          percentage of the Principal Balance
                    Date of Payment       on the Closing Date)
                    ---------------       -------------------
                    <S>                   <C>
                    October 1, 2001                     5%
                    January 1, 2002                     5%
                    April 1,   2002                     5%
                    July 1,    2002                     5%
                    October 1, 2002                     5%
                    January 1, 2003                     5%
                    April 1,   2003                     5%
                    June 30,   2003                    65%
</TABLE>

         The then remaining Principal Balance of the Term Loan, and any other
sums which then are due and payable pursuant to the terms of the Loan Documents,
shall be due and payable on June 30, 2003.

         2.7      LATE CHARGES. If a payment of principal, interest or any fee
to be made pursuant to this Loan Agreement or any other Loan Document becomes
past due for a period in excess of five (5) days, Borrower shall pay to Lender
on demand a late charge of five percent (5.0%) of the amount of such overdue
payment.

         2.8      OPTIONAL/VOLUNTARY AND MANDATORY PREPAYMENT.

                  2.8.1    VOLUNTARY PREPAYMENTS. Borrower may at any time and
         from time to time voluntarily prepay all or any portion of the
         Principal Balance, subject to the following terms and conditions:

                           (A)      NOTICE OF PREPAYMENT; NUMBER AND AMOUNT OF
                  PREPAYMENTS. Not less than ten (10) days prior to the date
                  upon which Borrower desires to make any such voluntary
                  prepayment, Borrower shall deliver to Lender notice of its
                  intention to prepay, which notice shall state the prepayment
                  date and the


                                       20
<PAGE>   27

                  amount of the Principal Balance to be prepaid. No partial
                  prepayment of the Principal Balance shall be in an amount less
                  than $100,000 or integral multiples of $100,000 in excess
                  thereof. A voluntary prepayment of the Principal Balance shall
                  not be made more frequently than once each month. If Borrower
                  delivers to Lender a notice of prepayment and fails to make
                  such prepayment, Borrower shall reimburse Lender on demand for
                  any actual out-of-pocket loss, cost and/or expense incurred by
                  Lender as a result of Lender's reliance on such notice.

                           (B)      ADDITIONAL PAYMENTS. Concurrently with any
                  prepayment pursuant to this subsection 2.8.1, Borrower shall
                  pay to Lender (i) accrued and unpaid interest on the Principal
                  Balance which is being prepaid to the date on which Lender is
                  in receipt of Good Funds, (ii) any amounts required to be paid
                  in connection therewith pursuant to subsection 2.8.3 and
                  Section 11.4 and (iii) any other sums which are due and
                  payable pursuant to the terms of any of the Loan Documents.

                           (C)      APPLICATION OF VOLUNTARY PREPAYMENTS.
                  Voluntary partial prepayments of the Term Loan shall be
                  applied against the scheduled installments of the Term Loan in
                  inverse order of maturity.

                  2.8.2    MANDATORY PREPAYMENTS.

                           (A)      EXCESS CASH FLOW PAYMENTS. Until Borrower's
                  Obligations are paid and performed in full, for the Fiscal
                  Year of Borrower ending December 31, 2001, Borrower shall pay
                  to Lender an amount equal to fifty percent (50%) of the Excess
                  Cash Flow for such Fiscal Year. Each such payment shall be
                  made within thirty (30) days after the date that Borrower is
                  required to deliver to Lender the audited financial statements
                  for such Fiscal Year pursuant to subsection 6.3.3.

                           (B)      DISPOSITIONS. If Borrower or any Subsidiary
                  of Borrower at any time or from time to time shall make or
                  agree to make a Disposition and the aggregate amount of the
                  Net Proceeds received by such Person in connection with such
                  Disposition and all other Dispositions occurring during the
                  then current Fiscal Year of Borrower and its Subsidiaries
                  exceeds $300,000, then Borrower shall promptly notify Lender
                  of such proposed Disposition (including the amount of the
                  estimated Net Proceeds to be received by Borrower in respect
                  thereof). In the event that Borrower reasonably expects the
                  Net Proceeds of such Disposition, or a portion thereof, to be
                  reinvested in productive assets of a kind then used or useable
                  in the business of Borrower and its Subsidiaries within ninety
                  (90) days, then Borrower may use the Net Proceeds (or such
                  portion thereof) for such purpose. In the event either
                  Borrower does not reasonably expect the Net Proceeds of such
                  Disposition, or any portion thereof, to be so used or Borrower
                  does not reinvest such Net Proceeds within ninety (90) days,


                                       21
<PAGE>   28


                  Borrower shall deliver 100% of such Net Proceeds to Lender as
                  a prepayment of the Term Loan.

                           (C)      EQUITY ISSUANCES. If Borrower or any
                  Subsidiary of Borrower shall issue equity securities (other
                  than issuances by any Subsidiary of Borrower to Borrower or a
                  wholly-owned domestic Subsidiary of Borrower and issuances on
                  the Closing Date in connection with the Distribution and
                  pursuant to the Equity Purchase Documents), Borrower shall
                  promptly notify Lender of the estimated Net Issuance Proceeds
                  of such issuance to be received by Borrower or such Subsidiary
                  in respect thereof and, if any Event of Default shall exist on
                  the date of either such issuance or Borrower's receipt of such
                  Net Issuance Proceeds, or if any Event of Default shall result
                  from the consummation of such issuance, promptly upon receipt
                  by Borrower of the Net Issuance Proceeds of such issuance,
                  Borrower shall deliver to Lender 100% of such Net Issuance
                  Proceeds as a prepayment of the Principal Balance.

                           (D)      PREPAYMENTS IN RESPECT OF EXERCISE OF
                  REMEDIES. Concurrently with any payment of the Principal
                  Balance received by Lender resulting from the exercise by
                  Lender of any remedy available to Lender subsequent to the
                  occurrence of an Event of Default and the acceleration of
                  Borrower's Obligations, Borrower shall pay to Lender such
                  other amounts, as applicable, in accordance with Section 11.4.




                           (E)      APPLICATION OF MANDATORY PREPAYMENTS.
                  Prepayments received by Lender pursuant to this subsection
                  2.8.2 shall be applied in the following order of priority to
                  the payment of: (i) any and all sums which are due and payable
                  pursuant to the terms of the Loan Documents, except the
                  Principal Balance and accrued and unpaid interest thereon but
                  specifically including fees payable in accordance with Section
                  11.4; (ii) accrued and unpaid interest on the portion of the
                  Principal Balance being prepaid; (iii) any other accrued and
                  unpaid interest which is unpaid; and (iv) the installments of
                  the Principal Balance of the Term Loan in inverse order of
                  maturity. Together with each prepayment under this subsection
                  2.8.2, Borrower shall pay any amounts required pursuant to
                  Section 11.4.

                  2.8.3    INTENTIONALLY OMITTED.

         2.9      COMMITMENT FEE. Borrower shall pay to Lender on the Closing
Date a commitment fee equal to [$183,500] (the "Commitment Fee"), which fee
shall be deemed fully earned on the Closing Date.

         2.10     INTENTIONALLY OMITTED.


                                       22
<PAGE>   29

         2.11     INTENTIONALLY OMITTED.

         2.12     PAYMENTS AFTER EVENT OF DEFAULT. All payments received by
Lender during the existence of an Event of Default shall be applied in
accordance with Section 8.4.

         2.13     METHOD OF PAYMENT; GOOD FUNDS. All payments to be made
pursuant to the Loan Documents by Borrower shall be made by wire transfer of
Good Funds to the account of Lender at Citibank, N.A., 399 Park Avenue, New
York, New York, ABA 021000089, Credit: FINOVA Capital Corporation, Credit
Account No. 40701338, Reference: PracticeWorks Loan, Attention: Mary Kay Ross,
or to such other account as Lender shall notify Borrower. All payments
(including prepayments) to be made by Borrower on account of principal,
interest, fees and other amounts required hereunder shall be made without
off-set, recoupment or counterclaim.

         2.14     SYNDICATION. Borrower agree and acknowledge that (i) Lender
shall have the right at any time to sell, assign and transfer any portion of its
loan position to one or more lenders or otherwise syndicate the transaction
contemplated by this Loan Agreement, (ii) in connection with any such sale,
assignment, transfer or syndication, Lender shall have the right to disclose to
such prospective lender(s) any and all information regarding or relating to
Borrower, the transactions contemplated by this Loan Agreement and the other
Loan Documents which have or hereafter may be provided to or obtained by Lender,
(iii) until successful completion of the initial syndication of the Loans, in
the event such initial syndication of the Loans by Lender shall prove to be
impracticable, Borrower agrees to restructure the credit facilities evidenced by
this Loan Agreement and the other Loan Documents and, in furtherance thereof,
Lender may change pricing or make structural changes to the Loans and this Loan
Agreement if Lender determines that such changes are reasonably required in
order to ensure successful syndication of the Loans on terms which are
acceptable to Lender. In connection with any such sale, assignment, transfer or
syndication contemplated by this Section 2.14, Borrower agrees and acknowledges
that (a) Lender and Borrower will be required to re-document the transactions
contemplated by this Loan Agreement and the other Loan Documents, which
re-documentation shall contain such terms, agreements, provisions, covenants,
representations and warranties customarily contained in Lender's syndicated
transactions, and (b) the costs, fees, disbursements and expenses (including
attorneys' fees and expenses) for any such re-documentation shall be borne
solely by Borrower.


                                   ARTICLE III

                                    SECURITY

         Borrower's Obligations shall be secured by a Lien upon all of the
Collateral, which at all times shall be superior and prior to all other Liens
(except Permitted Prior Liens), and, subject to Section 6.15, unconditionally
guaranteed by each Subsidiary of Borrower.


                                       23
<PAGE>   30

                                   ARTICLE IV

              CONDITIONS OF CLOSING AND DISBURSEMENT; ACQUISITIONS

         4.1      CLOSING; CONDITIONS OF DISBURSEMENT. This Loan Agreement shall
not be deemed to be effective, and Lender shall not be obligated to disburse the
proceeds of the Term Loan, until all of the following conditions precedent shall
have been satisfied in a manner, form and substance satisfactory to Lender:

                  4.1.1    REPRESENTATIONS AND WARRANTIES. On the Closing Date
         the representations and warranties of Borrower and each of its
         Subsidiaries set forth in the Loan Documents and the Related
         Transaction Documents to which such Person is a party shall be true and
         correct.

                  4.1.2    RELATED TRANSACTIONS. (a) The Related Transactions
         shall have closed in the manner contemplated by the Related Transaction
         Documents and shall otherwise be in form and substance satisfactory to
         Lender and (b) the Existing FINOVA Loan Agreement shall have been
         amended on terms and conditions satisfactory to Lender and all
         conditions precedent to the effectiveness thereof shall have been
         satisfied (and InfoCure Corporation shall have made a mandatory
         prepayment of certain of the Indebtedness owing by InfoCure Corporation
         to Lender under the Existing FINOVA Loan Agreement equal in amount to
         the proceeds of the Term Loan).

                  4.1.3    DELIVERY OF DOCUMENTS. The following shall have been
         delivered to Lender, each duly authorized and executed, where
         applicable:

                           (a)      this Loan Agreement, the Term Note, the
                  Warrant and an Environmental Certificate;

                           (b)      good standing certificates or their
                  equivalents for Borrower and each Subsidiary of Borrower from
                  each of the states in which such Person is organized,
                  maintains facilities or business locations or otherwise
                  conducts material business, each dated a recent date prior to
                  the Closing Date;

                           (c)      copies of (i) the articles of incorporation,
                  or its equivalent, of Borrower and each Subsidiary of
                  Borrower, together with all current and proposed amendments
                  thereto, certified by the Secretary of State of the state in
                  which each such Person is organized as of a recent date prior
                  to the Closing Date; (ii) the by-laws, or its equivalent, of
                  Borrower and each Subsidiary of Borrower, together with all
                  current and proposed amendments thereto, certified by the
                  corporate secretary of each such Person, (iii) copies of
                  resolutions adopted by the board of directors of Borrower and
                  each Subsidiary of Borrower, each authorizing the execution
                  and delivery by Borrower of the Loan Documents and the Related
                  Transaction Documents to which each such Person is a party and
                  the consummation of the transactions contemplated thereby,
                  certified as of the Closing Date by the corporate secretary of
                  each such Person;


                                       24
<PAGE>   31

                           (d)      signature and incumbency certificates of the
                  officers of Borrower and each Subsidiary of Borrower;

                           (e)      the Collateral Documents, in appropriate
                  form for recording where necessary, and such Loan Documents
                  executed by each Subsidiary of Borrower, or by Borrower in
                  respect thereof, including, without limitation, the Subsidiary
                  Guaranty and the Subsidiary Security Agreement;

                           (f)      certified copies or executed originals of
                  each of the following:

                                    (1)     all Leases;

                                    (2)     all Licenses;

                                    (3)     all material License Agreements;

                                    (4)     all material Operating Agreements;

                                    (5)      all Related Transaction Documents;
                                             and

                                    (6)      all instruments and documents
                                             evidencing Permitted Senior
                                             Indebtedness existing as of the
                                             Closing Date;

                           (g)      subordination agreements and/or
                  reaffirmation of subordination in respect of all Subordinated
                  Indebtedness outstanding as of the Closing Date;

                           (h)      a Landlord Consent from each Landlord under
                  each Lease (except to the extent previously delivered to
                  Lender pursuant to the requirements of previous credit
                  facilities provided to Borrower by Lender);

                           (i)      such other agreements, instruments,
                  documents, certificates, consents, waivers and opinions as
                  Lender reasonably may request; and

                           (j)      original stock certificates representing the
                  Subsidiary Equity Interests as of the date hereof and
                  assignments separate from certificate executed in blank.

                  4.1.4    PERFORMANCE; NO DEFAULT. Borrower and each Subsidiary
         of Borrower shall have performed and complied with all agreements and
         conditions contained in the Loan Documents and the Related Transaction
         Documents to be performed by or complied with by such Person prior to
         or at the Closing, and no Event of Default or Incipient Default shall
         then exist or result from the disbursement of the proceeds of the Term
         Loan on the Closing Date.


                                       25
<PAGE>   32

                  4.1.5    OPINIONS OF COUNSEL. Lender shall have received an
         opinion dated the Closing Date from Morris, Manning & Martin and King &
         Spalding, counsel to Borrower and its Subsidiaries, and such other
         opinions as Lender may request, including, without limitation, opinions
         of foreign counsel.

                  4.1.6    APPROVAL OF LOAN DOCUMENTS AND SECURITY INTERESTS.
         Lender shall have received evidence that all filings have been filed
         with, and all approvals or consents shall have been obtained from, all
         Governmental Bodies and all other Persons which filing or whose
         approval or consent is required to enable Borrower and its Subsidiaries
         to (a) enter into and perform their respective obligations under the
         Loan Documents and the Related Transaction Documents to which each such
         Person is a party and (b) grant the Security Interests to Lender.

                  4.1.7    SECURITY INTERESTS. All filings of Uniform Commercial
         Code financing statements, all recordings of Mortgages and all other
         filings and actions necessary to perfect and maintain the Security
         Interests as first, valid and perfected Liens in the Property covered
         thereby, subject only to Permitted Prior Liens, shall have been filed
         or taken and Lender shall have received such UCC, state and federal tax
         Lien, pending suit, judgment and other Lien searches as it deems
         necessary to confirm the foregoing.

                  4.1.8    LICENSES. Lender shall have received evidence that
         (a) Borrower and each Subsidiary of Borrower is the licensee of all
         Licenses necessary for the operation of its business and (b) such
         Licenses are in full force and effect as of the Closing Date and no
         event has occurred which could result in the termination, revocation or
         non-renewal of any such License.

                  4.1.10   FINANCIAL STATEMENTS, REPORTS AND PROJECTIONS;
         INSPECTION. Lender shall have received the financial statements
         described in EXHIBIT 5.7.1 and the projections described in EXHIBIT
         5.7.2. Borrower shall have arranged for representatives of Lender to
         visit and inspect its offices and properties.

                  4.1.11   MATERIAL ADVERSE EFFECT. No event shall have occurred
         since September 30, 2000, which has had or could have a Material
         Adverse Effect. No litigation or governmental proceedings or
         investigation shall be pending, which in the opinion of Lender could,
         if adversely determined, have a Material Adverse Affect.

                  4.1.12   USE OF ASSETS. Lender shall be satisfied that
         Borrower at all times shall be entitled to the use and quiet enjoyment
         of all Property necessary for the continued ownership and operation of
         the business conducted by Borrower, including, without limitation, the
         use of equipment, fixtures, Licenses, offices and means of ingress and
         egress thereto, necessary for the operation of such business.

                  4.1.13   BROKER FEES. If the services of a broker or other
         agent have been used in connection with the Loans, all fees owed to
         such broker or agent shall have been paid by Borrower and Lender shall
         have received evidence of such payment.


                                       26
<PAGE>   33

                  4.1.14   INSURANCE; SURVEY.

                           (A)      BUSINESS AND FLOOD INSURANCE. At least three
                  (3) Business Days prior to the Closing Date Borrower shall
                  have delivered to Lender evidence satisfactory to Lender (i)
                  of flood insurance with respect to each parcel of Real Estate
                  other than a parcel as to which Borrower has supplied Lender
                  evidence that the improvements located on such parcel are not
                  in a flood hazard area and (ii) that all insurance coverage
                  required pursuant to Section 6.6 is in full force and effect
                  and all premiums then due thereon have been paid in full.

                           (B)      REAL ESTATE; LEASEHOLD PROPERTY. Lender
                  shall have received an ALTA mortgagee's policy of title
                  insurance (ALTA Revised 1987 Form) in favor of Lender with
                  respect to each parcel of Real Estate, issued by a title
                  company and in an amount showing that Borrower or the
                  applicable Subsidiary of Borrower has good and marketable
                  title to each such parcel of Real Estate and insuring that the
                  Mortgage covering such parcel constitutes a valid Lien on
                  Borrower's or such Subsidiary's interest in such parcel,
                  subject only to Permitted Prior Liens. Each policy shall
                  insure over all survey and other general exceptions contained
                  therein and shall include such affirmative endorsements as may
                  be required by Lender, including, without limitation,
                  comprehensive endorsement no. 1, contiguity (if applicable),
                  usury, doing business, variable rate, tie-in, restrictions
                  (where applicable), encroachment (where applicable), 3.1
                  zoning (including parking), last dollar, tax parcel, survey,
                  location, access and future advances. Lender shall have
                  received copies of and found satisfactory the provisions of
                  each document referred to in each such policy.

                           (C)      PREMIUMS. Lender shall have received
                  evidence that all premiums with respect to such title
                  insurance have been paid by Borrower.

                           (D)      SURVEY. Lender shall have received an
                  "as-built" survey of each parcel of Real Estate dated not
                  earlier than 45 days prior to the Closing Date, certified to
                  Lender and the title company as being drawn in compliance with
                  the American Land Title Association and American Congress on
                  Surveying and Mapping Standards (as adopted in 1997),
                  containing a flood plain certification and showing no matters
                  or exceptions which are not Permitted Liens and otherwise in
                  sufficient detail as to permit the elimination of any survey
                  exceptions to the title policies described above.

                  4.1.15   INTENTIONALLY OMITTED.

                  4.1.16   PAYMENT OF FEES, EXPENSES AND LOANS. Borrower shall
         have paid (a) the Commitment Fee and (b) all fees and expenses
         described in subsection 10.1.1 incurred in connection with the Term
         Loan (including attorneys' fees and expenses).


                                       27
<PAGE>   34
         4.2      CONDITIONS TO ACQUISITIONS. The right of Borrower or any
Subsidiary of Borrower to make any Acquisition, in addition to the receipt of
written approval and consent by Lender, which may be granted or withheld in
Lender's sole and absolute discretion, shall be subject further to the
satisfaction of all of the following conditions in respect of each such
Acquisition, in a manner, form and substance satisfactory to Lender:

                  4.2.1    EVIDENCE OF PERFECTED FIRST PRIORITY SECURITY
         INTEREST. Lender shall have been granted a first priority Lien on and
         security interest in the subject Target, and shall have received,
         without limitation, the items described in subsection 4.1.3(b), (c)
         and (d) and Section 6.15, and shall have received evidence of the
         proper filing in all required filing offices of duly executed UCC
         financing statements or amendments to existing financing statements
         with respect to the subject Target, perfecting the first priority
         security interest of Lender in such Property. In the event real
         property is being acquired in connection with such Acquisition, Lender
         shall have received a fully executed Mortgage, together with an ALTA
         lender's title insurance policy issued by a title insurer satisfactory
         to Lender in an amount satisfactory to Lender insuring that the
         Mortgage is a valid and enforceable first priority Lien on the
         respective Property, free and clear of all defects, encumbrances and
         Liens, other than Permitted Liens. In addition, Lender shall have
         received then current surveys, certified to Lender by a licensed
         surveyor sufficient to allow the issuer of Lender's title insurance
         policy to issue such policy without a survey exception and an
         environmental site assessment prepared by a qualified firm acceptable
         to Lender.

         4.2.2    ADDITIONAL DOCUMENTATION.

                  (i)      Lender shall have received complete executed or
         conformed copies of each document, instrument and agreement executed
         in connection with such Acquisition (collectively, the "Acquisition
         Documents"), all of which shall be subject to Lender's review and
         approval;

                  (ii)     the applicable Acquisition Documents shall be in
         full force and effect and no material term or condition thereof shall
         have been amended, modified or waived after the execution thereof
         (other than solely to extend the date by which the subject Acquisition
         is required to occur) except with the prior written consent of Lender;

                  (iii)    none of the parties to any of the applicable
         Acquisition Documents shall have failed to perform any material
         obligation or covenant required to be performed or complied with on or
         before the date on which the subject Acquisition is to be consummated;

                  (iv)     Lender shall have received a collateral assignment
         of the seller's representations, warranties and indemnities to
         Borrowers or their Subsidiaries


                                      28
<PAGE>   35


         under the applicable Acquisition Documents and the applicable seller
         parties shall have consented thereto in writing; and

                  (v)      such other agreements, instruments, documents,
         certificates, consents, waivers and opinions as Lender may request
         (including without limitation, opinions from the sellers' counsel).


         ARTICLE V


                        REPRESENTATIONS AND WARRANTIES


         Borrower represents and warrants to Lender as follows (after giving
effect to the Related Transactions):

         5.1      EXISTENCE AND POWER. Borrower and each Subsidiary of Borrower
is a corporation, partnership or limited liability company, as applicable, duly
formed, validly existing and in good standing under the laws of the state (or
country) of its incorporation, organization or formation and Borrower and each
Subsidiary of Borrower has all requisite power and authority to own its
Property and to carry on its business as now conducted and as proposed to be
conducted following the Closing Date, and is in good standing and authorized to
do business in each jurisdiction in which the failure so to qualify would be a
Material Adverse Effect.

         5.2      AUTHORITY. Borrower and each Subsidiary of Borrower has full
power and authority to enter into, execute, deliver and carry out the terms of
the Loan Documents and the Related Transaction Documents to which it is a party
and to incur the obligations provided for therein, all of which have been duly
authorized by all proper and necessary action and are not prohibited by the
organizational instruments of such Person.

         5.3      CAPITAL STOCK/EQUITY INTERESTS AND RELATED MATTERS.

                  5.3.1    CAPITAL STOCK; EQUITY INTERESTS. There is set forth
         in EXHIBIT 5.3.1 a complete description of the Subsidiary Equity
         Interests, all of which are validly issued, fully paid and
         non-assessable, and have been issued and sold in compliance with all
         applicable foreign, federal and state laws, rules and regulations,
         including, without limitation, all so-called "Blue-Sky" laws. The
         Subsidiary Equity Interests are owned beneficially and of record by
         the Persons set forth on EXHIBIT 5.3.1 and in the amounts therein
         described, free and clear of all Liens except the Security Interests.

                  5.3.2    RESTRICTIONS. Neither Borrower nor any Subsidiary of
         Borrower (i) is a party to or has knowledge of any agreements
         restricting the transfer of Subsidiary Equity Interests, except the
         Loan Documents, (ii) has issued any rights which can be convertible
         into or exchangeable or exercisable for any of Subsidiary Equity
         Interests,


                                      29
<PAGE>   36


         or any rights to subscribe for or to purchase, or any options for the
         purchase of, or any agreements providing for the issuance (contingent
         or otherwise) of, or any calls, commitments or claims of any character
         relating to, any of Subsidiary Equity Interests or any securities
         convertible into or exchangeable or exercisable for any of Subsidiary
         Equity Interests and (iii) is subject to any obligation (contingent or
         otherwise) to repurchase or otherwise acquire or retire any of
         Subsidiary Equity Interests or any convertible rights or options with
         respect thereto.

         5.4      BINDING AGREEMENTS. This Loan Agreement, the other Loan
Documents and the Related Transaction Documents, when executed and delivered,
will constitute the valid and legally binding obligations of Borrower and each
Subsidiary of Borrower to the extent such Person is a party thereto,
enforceable against such Person in accordance with their respective terms,
except as such enforceability may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws now or hereafter in
effect affecting the enforcement of creditors' rights generally and (ii)
equitable principles (whether or not any action to enforce such document is
brought at law or in equity).

         5.5      BUSINESS AND PROPERTY OF BORROWER.

                  5.5.1    BUSINESS AND PROPERTY. Borrower and each Subsidiary
         of Borrower is the owner of all Property and the holder of all Leases,
         Licenses and Operating Agreements necessary to conduct its business as
         now conducted. Neither Borrower nor any Subsidiary of Borrower engages
         or proposes to engage in any business or activity other than as set
         forth in EXHIBIT 5.5.1.

                  5.5.2    LICENSES. There is set forth in EXHIBIT 5.5.2 a
         description of all Licenses which have been issued or assigned to
         Borrower and its Subsidiaries. All of such Licenses are in full force
         and effect and have been duly issued in the name of, or validly
         assigned to, Borrower or the applicable Subsidiary of Borrower, no
         default or breach exists thereunder and Borrower and each Subsidiary
         of Borrower has full power and authority thereunder to conduct its
         business.

                  5.5.3    OPERATING AGREEMENTS. There is set forth in EXHIBIT
         5.5.3 a description of all material Operating Agreements with respect
         to the businesses of Borrower and its Subsidiaries. All of Operating
         Agreements are in full force and effect and no event has occurred
         which could result in the cancellation or termination of any such
         Operating Agreement or the imposition thereunder of any liability upon
         Borrower or any Subsidiary of Borrower which could have a Material
         Adverse Effect.

                  5.5.4    FACILITY SITES. There is set forth in EXHIBIT 5.5.4
         the location of the chief executive office of Borrower and each
         Subsidiary of Borrower and all other locations of such Persons'
         Property.

                  5.5.5    LEASES. There is set forth in EXHIBIT
         5.5.5 a list of all Leases, together with a complete and accurate
         address of each parcel of Leasehold Property. Each Lease is in full
         force and effect, there has been no material default in the
         performance


                                      30
<PAGE>   37


         of any of its terms or conditions by any party thereto, and no claims
         of default have been asserted with respect thereto.

                  5.5.6    REAL ESTATE. There is set forth in EXHIBIT 5.5.6 a
         complete and accurate address and legal description of each parcel of
         Real Estate. The present and contemplated use of the Leasehold
         Property and the Real Estate is in compliance with all applicable
         zoning ordinances and regulations and other laws and regulations, the
         violation of which could have a Material Adverse Effect.

                  5.5.7    OPERATION AND MAINTENANCE OF EQUIPMENT. Neither
         Borrower nor any Subsidiary of Borrower owning or operating any
         equipment necessary for the operation of its business has used,
         operated or maintained the same in a manner which now or hereafter
         could result in the cancellation or termination of the right of such
         Person to use or make use of the same or which could result in any
         material liability of such Person for damages in connection therewith.
         All of the equipment and other tangible personal property owned by
         Borrower and each Subsidiary of Borrower is, in all material respects,
         in good operating condition and repair and has been used, operated and
         maintained in substantial compliance with all applicable laws, rules
         and regulations.

                  5.5.8    LICENSE AGREEMENTS. There is set forth in EXHIBIT
         5.5.8 a description of all material License Agreements with respect to
         the businesses of Borrower and its Subsidiaries. All such License
         Agreements are in full force and effect and no event has occurred
         which could result in the cancellation or termination of any such
         License Agreement or the imposition thereunder of any liability upon
         Borrower or any Subsidiary of Borrower which could have a Material
         Adverse Effect.

         5.6      TITLE TO PROPERTY; LIENS. Borrower and each Subsidiary of
Borrower has (i) good and marketable title to all of its Property, except (A)
any License which cannot be transferred without the consent of a Governmental
Body and (B) the portion thereof consisting of a leasehold estate and (ii) a
valid leasehold estate in each portion of its Property which consists of a
leasehold estate. All of such Property is free and clear of all Liens, except
Permitted Liens. Upon the proper filing with the appropriate Governmental
Bodies of the Mortgages and appropriate Uniform Commercial Code financing
statements, the applicable Loan Documents will create valid and perfected Liens
in the Property described therein, subject only to Permitted Prior Liens.


                                      31
<PAGE>   38


         5.7      PROJECTIONS AND FINANCIAL STATEMENTS.

                  5.7.1    FINANCIAL STATEMENTS. Borrower has delivered to
         Lender the financial statements described in EXHIBIT 5.7.1 pertaining
         to the operations of Borrower and its Subsidiaries. Such financial
         statements present fairly in all material respects the results of
         operations of the business of Borrower and its Subsidiaries for the
         periods covered thereby and the financial condition of Borrower and
         its Subsidiaries as of the dates indicated therein. All of such
         financial statements have been prepared in conformity with GAAP,
         subject to normal year-end adjustments and the absence of footnotes.
         Since September 30, 2000, there has been no change which has had or
         could have a Material Adverse Effect. Borrower also has delivered to
         Lender a pro-forma balance sheet of Borrower and its Subsidiaries as
         of the Closing Date. Such pro-forma balance sheets, which assume the
         consummation of the transactions contemplated by the Related
         Transaction Documents, present fairly in all material respects the
         anticipated financial condition of Borrower and its Subsidiaries as of
         the Closing Date.

                  5.7.2    PROJECTIONS. Borrower has delivered to Lender the
         projections described in EXHIBIT 5.7.2 of the future operations of
         Borrower and its Subsidiaries. Such projections represent the best,
         good faith estimates of Borrower as of the Closing Date of the future
         financial performance of Borrower and its Subsidiaries.

         5.8      LITIGATION. There is set forth in EXHIBIT 5.8 a description
of all actions and suits, arbitration proceedings and claims pending or, to the
best knowledge of Borrower, threatened against Borrower or any Subsidiary of
Borrower or maintained by Borrower or any Subsidiary of Borrower at law or in
equity or before any Governmental Body. None of the matters set forth in such
EXHIBIT 5.8, if adversely determined, could have a Material Adverse Effect.

         5.9      DEFAULTS IN OTHER AGREEMENTS; CONSENTS; CONFLICTING
AGREEMENTS. Except as otherwise disclosed herein, neither Borrower nor any
Subsidiary of Borrower is in default under any agreement to which such Person
is a party or by which such Person or any of the Property of such Person is
bound, the effect of which default could have a Material Adverse Effect. No
authorization, consent, approval or other action by, and no notice to or filing
with, any Governmental Body or any other Person which has not already been
obtained, taken or filed, as applicable, is required (i) for the due execution,
delivery or performance by Borrower or any Subsidiary of Borrower of any of the
Loan Documents and the Related Transaction Documents to which such Person is a
party or (ii) as a condition to the validity or enforceability of any of the
Loan Documents or Related Transaction Documents to which Borrower or any
Subsidiary of Borrower is a party or any of the transactions contemplated
thereby or the priority of the Security Interests, except for certain filings
to establish and perfect the Security Interests. No provision of any mortgage,
indenture, contract, agreement, statute, rule, regulation, judgment, decree or
order binding on Borrower or any Subsidiary of Borrower or affecting the
Property of Borrower or any Subsidiary of Borrower conflicts with, or requires
any consent which has not already been obtained under, or would in any way
prevent the execution, delivery or performance of the terms of any of the Loan
Documents or


                                      32
<PAGE>   39


Related Transaction Documents or affect the validity or priority of the
Security Interests. The execution, delivery or performance of the terms of the
Loan Documents and the Related Transaction Documents will not constitute a
default under, or result in the creation or imposition of, or obligation to
create, any Lien upon the Property of Borrower or any Subsidiary of Borrower
pursuant to the terms of any such mortgage, indenture, contract or agreement,
other than the Loan Documents.

         5.10     TAXES. Borrower and each Subsidiary of Borrower has filed all
tax returns required to be filed, and has paid, or made adequate provision for
the payment of, all taxes shown to be due and payable on such returns or in any
assessments made against any such Person, and no tax Liens have been filed and
no claims are being asserted in respect of such taxes which are required by
GAAP to be reflected in the financial statements of Borrower or any Subsidiary
of Borrower and are not so reflected therein. The charges, accruals and
reserves on the books of Borrower and each Subsidiary of Borrower with respect
to all federal, state, local and other taxes are considered by the management
of each such Person to be adequate, and there is no unpaid assessment which is
or might be due and payable by any such Person or create a Lien against any
such Person's Property, except such assessments as are being contested in good
faith and by appropriate proceedings diligently conducted, and for which
adequate reserves have been set aside in accordance with GAAP. None of the tax
returns of Borrower or any Subsidiary of Borrower is under audit.

         5.11     COMPLIANCE WITH APPLICABLE LAWS. Neither Borrower nor any
Subsidiary of Borrower is in default in respect of any judgment, order, writ,
injunction, decree or decision of any Governmental Body, which default could
have a Material Adverse Effect. Except as otherwise provided herein, Borrower
and each Subsidiary of Borrower is in compliance in all material respects with
all applicable laws, statutes and regulations, including, without limitation,
health-care related laws (including anti-fee splitting laws, corporate practice
of medicine laws, fraud and abuse laws and HIPAA), all Environmental Laws,
ERISA, ADA and all laws and regulations relating to unfair labor practices,
equal employment opportunity and employee safety, of all Governmental Bodies
(including, without limitation, the Food and Drug Administration and the United
States Department of Health & Human Services), a violation of which could have
a Material Adverse Effect. No condemnation, eminent domain or expropriation has
been commenced or, to the best knowledge of Borrower, threatened against the
Property of Borrower or any Subsidiary of Borrower.

         5.12     PATENTS, TRADEMARKS, FRANCHISES, AGREEMENTS. There is set
forth on EXHIBIT 5.12 a description of all patents, patent applications,
trademarks, trademark applications, copyrights and copyright applications owned
or used by Borrower and each Subsidiary of Borrower. Borrower and each
Subsidiary of Borrower owns, possesses or has the right to use all patents,
trademarks, service marks, trade names, copyrights, franchises and rights with
respect thereto, necessary for the conduct of its business, without any known
conflict with the rights of others and, in each case, free of any Liens.

         5.13     REGULATORY MATTERS. Borrower and each Subsidiary of Borrower
(i) has duly and timely filed all reports, statements of account and other
filings which are required to be


                                      33
<PAGE>   40


filed by such Person under any applicable law, rule or regulation of any
Governmental Body, the non-filing of which could have a Material Adverse
Effect, and (ii) is in compliance with all such laws, rules and regulations,
the noncompliance with which could have a Material Adverse Effect.

         5.14     ENVIRONMENTAL MATTERS. To the best of Borrower's knowledge,
Borrower and each Subsidiary of Borrower is in compliance with all applicable
Environmental Laws and no portion of the Real Estate or Leasehold Property has
been used as a land fill. To the best of Borrower's knowledge there currently
are not any known Hazardous Materials generated, manufactured, released,
stored, buried or deposited over, beneath, in or on (or used in the
construction and/or renovation of) the Real Estate or Leasehold Property in
violation of applicable Environmental Laws.

         5.15     APPLICATION OF CERTAIN LAWS AND REGULATIONS. Neither Borrower
nor any Affiliate of Borrower is:

                  5.15.1   INVESTMENT COMPANY ACT. An "investment company," or
         a company "controlled" by an "investment company," within the meaning
         of the Investment Company Act of 1940, as amended.

                  5.15.2   HOLDING COMPANY ACT. A "holding company," or a
         "subsidiary company" of a "holding company," or an "affiliate" of a
         "holding company" or of a "subsidiary company" of a "holding company,"
         as such terms are defined in the Public Utility Holding Company Act of
         1935, as amended.

                  5.15.3   FOREIGN OR ENEMY STATUS. (i) An "enemy" or an "ally
         of an enemy" within the meaning of Section 2 of the Trading with the
         Enemy Act, (ii) a "national" of a foreign country designated in
         Executive Order No. 8389, as amended, or of any "designated enemy
         country" as defined in Executive Order No. 9095, as amended, of the
         President of the United States of America, in each case within the
         meaning of such Executive Orders, as amended, or of any regulation
         issued thereunder, (iii) a "national of any designated foreign
         country" within the meaning of the Foreign Assets Control Regulations
         or of the Cuban Assets Control Regulations of the United States of
         America (Code of Federal Regulations, Title 31, Chapter V, Part 515,
         Subpart B, as amended), or (iv) an alien or a representative of any
         alien or foreign government within the meaning of Section 310 of Title
         47 of the United States Code.

                  5.15.4   REGULATIONS AS TO BORROWING. Subject to any statute
         or regulation which regulates the incurrence of any Indebtedness for
         Borrowed Money, including, without limitation, statutes or regulations
         relative to common or interstate carriers or to the sale of
         electricity, gas, steam, water, telephone, telegraph or other public
         utility services.

         5.16     MARGIN REGULATIONS. None of the transactions contemplated by
this Loan Agreement, any of the other Loan Documents or any of the Related
Transaction Documents,


                                      34
<PAGE>   41


including the use of the proceeds of the Loans, will violate or result in a
violation of Section 7 of the Securities Exchange Act of 1934, as amended, or
any regulations issued pursuant thereto, including, without limitation,
Regulations T, U and X, and neither Borrower nor any Subsidiary of Borrower
owns or intend to carry or purchase any "margin security" within the meaning of
such Regulation U.

         5.17     OTHER INDEBTEDNESS. After giving effect to the Closing and
the Related Transactions, on the Closing Date neither Borrower nor any
Subsidiary of Borrower shall have any Indebtedness for Borrowed Money, except
(i) Borrower's Obligations, (ii) Permitted Senior Indebtedness and (iii)
Indebtedness for Borrowed Money otherwise permitted under Section 7.1.

         5.18     NO MISREPRESENTATION. To the best of Borrower's knowledge
neither this Loan Agreement nor any other Loan Document, certificate,
information or report furnished or to be furnished by or on behalf of Borrower
or any Subsidiary of Borrower to Lender in connection with any of the
transactions contemplated hereby or thereby, contains or will contain a
misstatement of material fact, or omits or will omit to state a material fact
required to be stated in order to make the statements contained herein or
therein, taken as a whole, not misleading in the light of the circumstances
under which such statements were made. There is no fact, other than information
known to the public generally, known to or reasonably foreseen by Borrower
after diligent inquiry, that could have a Material Adverse Effect that has not
expressly been disclosed to Lender in writing.

         5.19     EMPLOYEE BENEFIT PLANS.

                  5.19.1   NO OTHER PLANS. Neither Borrower nor any ERISA
         Affiliate of Borrower maintains or contributes to, or has any
         obligation under, any Employee Benefit Plan other than those
         identified on EXHIBIT 5.19.1. Borrower has provided Lender accurate
         and complete copies of all material contracts, agreements and
         documents described on EXHIBIT 5.19.1.

                  5.19.2   ERISA AND CODE COMPLIANCE AND LIABILITY. Borrower
         and each ERISA Affiliate of Borrower is in compliance with all
         applicable provisions of ERISA and the regulations and published
         interpretations thereunder with respect to all Employee Benefit Plans
         except where failure to comply would not result in a material
         liability to Borrower or such other Person and except for any required
         amendments for which the remedial amendment period as defined in
         Section 401(b) of the Code has not yet expired. Each Employee Benefit
         Plan that is intended to be qualified under Section 401(a) of the Code
         has been determined by the Internal Revenue Service to be so
         qualified, and each trust related to such plan has been determined to
         be exempt under Section 401(a) of the Code. No material liability has
         been incurred by Borrower or any ERISA Affiliate of Borrower which
         remains unsatisfied for any taxes or penalties with respect to any
         Employee Benefit Plan or any Multiemployer Plan.

                  5.19.3   FUNDING. No Pension Plan has been terminated, nor
         has any accumulated funding deficiency (as defined in Section 412 of
         the Code) been insured


                                      35
<PAGE>   42


         (without regard to any waiver granted under Section 412 of the Code),
         nor has any funding waiver from the Internal Revenue Service been
         received or requested with respect to any Pension Plan, nor has
         Borrower or any ERISA Affiliate of Borrower failed to make any
         contributions or to pay any amounts due and owing as required by
         Section 412 of the Code, Section 302 of ERISA or the terms of any
         Pension Plan prior to the due dates of such contributions under
         Section 412 of the Code or Section 302 of ERISA, nor has there been
         any event requiring any disclosure under Section 4041(c)(3)(C),
         4063(a) or 4068 of ERISA with respect to any Pension Plan.

                  5.19.4   PROHIBITED TRANSACTIONS AND PAYMENTS. Neither
         Borrower nor any ERISA Affiliate of Borrower has: (i) engaged in a
         nonexempt "prohibited transaction" as such term is defined in Section
         406 of ERISA or Section 4975 of the Code; (ii) incurred any liability
         to the PBGC which remains outstanding other than the payment of
         premiums and there are no premium payments which are due and unpaid;
         (iii) failed to make a required contribution or payment to a
         Multiemployer Plan; or (iv) failed to make a required installment or
         other required payment under Section 412 of the Code.

                  5.19.5   NO TERMINATION EVENT. No Termination Event has
         occurred or is reasonably expected to occur.

                  5.19.6   ERISA LITIGATION. No material proceeding, claim,
         lawsuit and/or investigation is existing or, to the best knowledge of
         Borrower, threatened concerning or involving any (i) employee welfare
         benefit plan (as defined in Section 3(1) of ERISA) currently
         maintained or contributed to by Borrower or any of ERISA Affiliate of
         Borrower, (ii) Pension Plan or (iii) Multiemployer Plan.

         5.20     EMPLOYEE MATTERS.

                  5.20.1   COLLECTIVE BARGAINING AGREEMENTS; GRIEVANCES. (i)
         None of the employees of Borrower or any Subsidiary of Borrower is
         subject to any collective bargaining agreement, (ii) except as
         described in EXHIBIT 5.20.1, no petition for certification or union
         election is pending with respect to the employees of Borrower or any
         Subsidiary of Borrower and no union or collective bargaining unit has
         sought such certification or recognition with respect to the employees
         of Borrower or any Subsidiary of Borrower and (iii) there are no
         strikes, slowdowns, work stoppages, unfair labor practice complaints,
         grievances, arbitration proceedings or controversies pending or, to
         the best knowledge of Borrower, threatened against Borrower or any
         Subsidiary of Borrower by any of such Person's employees, other than
         employee grievances or controversies arising in the ordinary course of
         business that could not in the aggregate have a Material Adverse
         Effect.

                  5.20.2   CLAIMS RELATING TO EMPLOYMENT. Neither Borrower nor,
         to Borrower's best knowledge, any shareholder or employee of Borrower,
         is subject to any employment agreement or non-competition agreement
         with any former employer or any other Person which agreement could
         have a Material Adverse Effect due to (i) any


                                      36
<PAGE>   43


         information which Borrower would be prohibited from using under the
         terms of such agreement or (ii) any legal considerations relating to
         unfair competition, trade secrets or proprietary information.

         5.21     BURDENSOME OBLIGATIONS. After giving effect to the
transactions contemplated by the Loan Documents and the Related Transaction
Documents, (i) neither Borrower nor any Subsidiary of Borrower (A) will be a
party to or be bound by any franchise, agreement, deed, lease or other
instrument, or be subject to any restriction, which is so unusual or burdensome
so as to cause, in the foreseeable future, a Material Adverse Effect and (B)
intends to incur, or believes that it will incur, debts beyond its ability to
pay such debts as they become due, and (ii) Borrower and each Subsidiary of
Borrower (A) owns and will own Property, the fair saleable value of which is
(I) greater than the total amount of its liabilities (including contingent
liabilities) and (II) greater than the amount that will be required to pay the
probable liabilities of its then existing debts as they become absolute and
matured, and (B) has and will have capital that is not unreasonably small in
relation to its business as presently conducted and as proposed to be
conducted. Borrower does not presently anticipate that future expenditures
needed to meet the provisions of federal or state statutes, orders, rules or
regulations will be so burdensome so as to have a Material Adverse Effect.

         5.22     INSURANCE. The Property of Borrower and each Subsidiary of
Borrower is insured with financially sound and reputable insurance companies
which are not Affiliates of Borrower, in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar Property in locales where Borrower or such
Subsidiary operates.

         5.23     SUBSIDIARIES. As of the Closing Date and after giving affect
to the Related Transactions, (i) Borrower has no Subsidiaries other than
PracticeWorks Systems, CADI Acquisition Corporation, a Colorado corporation,
Swenam Holdings, B.V., a Netherlands corporation, InfoCure Australia Pty.
Limited, an Australian corporation, PracticeWorks Limited, a United Kingdom
corporation, Scandic Dental Computer Systems AB, a Swedish corporation, Medical
and Dental Business Solutions (Sweden) AB, a Swedish corporation, Devage Pty
Limited, an Australian corporation, and InfoCure Orthodontics Pty. Limited, an
Australian corporation, (ii) Swenam Holdings B.V., a Netherlands corporation,
has no Subsidiaries other than PracticeWorks Limited, a United Kingdom
corporation, Scandic Dental Computer Systems AB, a Swedish corporation, Medical
and Dental Business Solutions (Sweden) AB, a Swedish corporation, (iii)
InfoCure Australia Pty. Limited, an Australian corporation, has no Subsidiaries
other than Devage Pty Limited, an Australian corporation, and InfoCure
Orthodontics Pty. Limited, an Australian corporation, and (iv) neither
PracticeWorks Systems nor CADI Acquisition Corporation, a Colorado corporation,
has any Subsidiaries.

         5.24     YEAR 2000. Borrower and each Subsidiary of Borrower has made
an assessment of the microchip and computer-based systems and the software used
in its and its Subsidiaries' business and based upon such assessment believes
that it is "Year 2000 Compliant". For purposes of this paragraph, "Year 2000
Compliant" means that all software, embedded microchips and other processing
capabilities utilized by, and material to the business


                                      37
<PAGE>   44


operations or financial condition of, Borrower or any of its Subsidiaries are
able to interpret, store, transmit, receive and manipulate date on and
involving all calendar dates correctly and without causing any abnormal ending
scenarios in relation to dates in and after the year 2000.

         5.25     WARRANT.

                  (A)      AUTHORITY. Borrower has full corporate power and
         authority to execute and deliver the Warrant and to perform all of its
         obligations thereunder, and the execution, delivery and performance
         thereof have been duly authorized by all necessary corporate action on
         its part. The Warrant has been duly executed on behalf of Borrower and
         constitutes the legal, valid and binding obligation of Borrower
         enforceable in accordance with its terms.

                  (B)      NO LEGAL BAR. Neither the execution, delivery or
         performance of the Warrant will (a) conflict with or result in a
         violation of the articles or certificate of incorporation or by-laws
         of Borrower, (b) conflict with or result in a violation of any law,
         statute, regulation, order or decree applicable to Borrower or any
         Affiliate of Borrower, (c) require any consent or authorization or
         filing with, or other act by or in respect of, any Governmental Body,
         or (d) result in a breach of, constitute a default under or constitute
         an event creating rights of acceleration, termination or cancellation
         under any mortgage, lease, contract, franchise, instrument or other
         agreement to which Borrower is a party or by which it is bound.

                  (C)      VALIDITY OF SHARES. When issued upon the exercise of
         the Warrant as contemplated therein, shares of common stock of
         Borrower will have been validly issued and will be fully paid and
         nonassessable. Borrower has reserved for issuance, free of preemptive
         rights, the number of shares of common stock issuable from time to
         time upon the exercise of the Warrant.


                                  ARTICLE VI

                             AFFIRMATIVE COVENANTS


         Until all of Borrower's Obligations are paid and performed in full and
the Commitment shall have terminated, Borrower agrees that it shall, and shall
cause its Subsidiaries to:

         6.1      LEGAL EXISTENCE; GOOD STANDING. Maintain its existence and
its good standing in the jurisdiction of its formation and its qualification in
each jurisdiction in which the failure so to qualify could have a Material
Adverse Effect.

         6.2      INSPECTION. Permit representatives of Lender at any time to
(i) visit its offices, (ii) examine its books and records and accountants'
reports relating thereto, (iii) make copies or extracts therefrom, (iv) discuss
its affairs with its employees, (v) examine and inspect its Property and (vi)
meet and discuss its affairs with its accountants, and such accountants, as a


                                      38
<PAGE>   45


condition to their retention by Borrower, are hereby irrevocably authorized by
Borrower to fully discuss and disclose all such affairs with Lender.

         6.3      FINANCIAL STATEMENTS AND OTHER INFORMATION. Maintain a system
of accounting in accordance with GAAP and furnish to Lender:

                  6.3.1    MONTHLY STATEMENTS. As soon as available and in any
         event within thirty (30) days after the close of each month of each
         year:

                           (a)      the consolidated balance sheet of Borrower
                  and its Subsidiaries as of the end of such month, and

                           (b)      the consolidated statements of operations
                  of Borrower and its Subsidiaries and the consolidated
                  statements of cash flows of Borrower and its Subsidiaries for
                  such month and for the period from the beginning of the then
                  current year to the end of such month,

         all in reasonable detail, containing such information as Lender
         reasonably may require, and certified by the Chief Financial Officer
         as complete and correct, subject to normal year-end adjustments.

                  6.3.2    QUARTERLY STATEMENTS; COMPLIANCE CERTIFICATE. As
         soon as available and in any event within forty-five (45) days after
         the close of each quarter of each year:

                           (a)      the consolidated balance sheet of Borrower
                  and its Subsidiaries and the consolidating balance sheet of
                  Borrower and each Subsidiary of Borrower as of the end of
                  such quarter, and

                           (b)      the consolidated statements of operations
                  of Borrower and its Subsidiaries, the consolidated statements
                  of cash flows of Borrower and its Subsidiaries and the
                  consolidating statements of operations and cash flows for
                  Borrower and each Subsidiary of Borrower for such quarter and
                  for the period from the beginning of the then current year to
                  the end of such quarter, setting forth in each case in
                  comparative form the corresponding figures for the
                  corresponding period in the preceding year, and showing a
                  comparison with the budget for such period,

         all in reasonable detail, containing such information as Lender
         reasonably may require, and certified by the Chief Financial Officer
         as complete and correct, subject to normal year-end adjustments. Each
         such financial statement shall be accompanied by a Compliance
         Certificate.

                  6.3.3    ANNUAL STATEMENTS. As soon as available and in any
         event within ninety (90) days after the close of each Fiscal Year:


                                      39
<PAGE>   46


                           (a)      the audited consolidated balance sheet of
                  Borrower and its Subsidiaries as of the end of such Fiscal
                  Year, the audited consolidated statements of operations, cash
                  flows and stockholders' equity of Borrower and its
                  Subsidiaries (collectively, the "Basic Financial
                  Statements"), the audited consolidating balance sheet of
                  Borrower and each Subsidiary of Borrower as of the end of
                  such Fiscal Year, the audited consolidating statements of
                  operations, cash flows and stockholders' equity for Borrower
                  and each Subsidiary of Borrower for such Fiscal Year, the
                  audited statements of the consolidated and consolidating cash
                  flows for Borrower and each Subsidiary of Borrower for such
                  Fiscal Year, setting forth in each case in comparative form
                  the corresponding figures for the preceding Fiscal Year,

                           (b)      an opinion of Borrower's accountants which
                  shall accompany the Basic Financial Statements, which opinion
                  shall be unqualified as to going concern and scope of audit,
                  stating that (i) the examination by the accountants in
                  connection with such Basic Financial Statements has been made
                  in accordance with generally accepted auditing standards,
                  (ii) such Basic Financial Statements have been prepared in
                  conformity with GAAP and in a manner consistent with prior
                  periods, and (iii) such Basic Financial Statements fairly
                  present in all material respects the financial position and
                  results of operations of Borrower and its Subsidiaries, and

                           (c)      a letter from the accountants stating that
                  the statements of cash flows were computed in accordance with
                  the requirements of this Loan Agreement.

                  6.3.4    INTENTIONALLY OMITTED.

                  6.3.5    AUDIT REPORTS. Promptly upon receipt thereof, a copy
         of each report, other than the reports referred to in subsection
         6.3.3, including any so-called "management letter" or similar report,
         submitted to Borrower or any Subsidiary of Borrower by the accountants
         in connection with any annual, interim or special audit made by the
         accountants of the books of Borrower or such Subsidiary.

                  6.3.6    NOTICE OF DEFAULTS; LOSS. Prompt written notice if:
         (i) any Indebtedness of Borrower or any Subsidiary of Borrower in
         excess of $100,000 is declared or shall become due and payable prior
         to its declared or stated maturity, or called and not paid when due,
         (ii) an event has occurred that enables the holder of any note, or
         other evidence of such Indebtedness, certificate or security
         evidencing any such Indebtedness to declare such Indebtedness due and
         payable prior to its stated maturity, (iii) there shall occur and be
         continuing an Incipient Default or Event of Default, accompanied by a
         statement setting forth what action Borrower proposes to take in
         respect thereof, or (iv) any event shall occur which has or could have
         a Material Adverse Effect, including the amount or the estimated
         amount of any loss or depreciation or adverse effect.


                                      40
<PAGE>   47


                  6.3.7    NOTICE OF SUITS, ADVERSE EVENTS. Prompt written
         notice of: (i) any citation, summons, subpoena, order to show cause or
         other order naming Borrower or any Subsidiary of Borrower a party to
         any proceeding before any Governmental Body which could have a
         Material Adverse Effect and include with such notice a copy of such
         citation, summons, subpoena, order to show cause or other order, (ii)
         any lapse or other termination of any license, permit, franchise,
         agreement or other authorization issued to Borrower or any Subsidiary
         of Borrower by any Governmental Body or any other Person that is
         material to the operation of the Business of Borrower or such
         Subsidiary, (iii) any refusal by any Governmental Body or any other
         Person to renew or extend any such license, permit, franchise,
         agreement or other authorization and (iv) any dispute between Borrower
         and any Governmental Body or any other Person, which lapse,
         termination, refusal or dispute referred to in clauses (ii) and (iii)
         above or in this clause (iv) could have a Material Adverse Effect.

                  6.3.8    REPORTS TO SHAREHOLDERS, CREDITORS AND GOVERNMENTAL
         BODIES.

                           (a)      Promptly upon becoming available, copies of
                  all financial statements, reports, notices and other
                  statements sent or made available generally by Borrower to
                  its shareholders or members, of all regular and periodic
                  reports and all registration statements and prospectuses
                  filed by Borrower with any securities exchange or with the
                  Securities and Exchange Commission or any Governmental Body
                  succeeding to any of its functions, and of all statements
                  generally made available by Borrower or any Subsidiary of
                  Borrower or others concerning material developments in the
                  business of Borrower or such Subsidiary.

                           (b)      Promptly upon becoming available, copies of
                  any periodic or special reports filed by Borrower or any
                  Subsidiary of Borrower with any Governmental Body or Person,
                  if such reports indicate any material change in the business,
                  operations, affairs or condition of Borrower, or if copies
                  thereof are requested by Lender, and copies of any material
                  notices and other communications from any Governmental Body
                  or Person which specifically relate to Borrower or any
                  Subsidiary of Borrower.

                  6.3.9    ERISA NOTICES AND REQUESTS.

                           (a)      With reasonable promptness, and in any
                  event within thirty (30) days after occurrence of any of the
                  following Borrower will give notice of and/or deliver to
                  Lender copies of: (i) the establishment of any new material
                  Employee Benefit Plan, Pension Plan or Multiemployer Plan;
                  (ii) the commencement of contributions to any Employee
                  Benefit Plan, Pension Plan or Multiemployer Plan to which
                  Borrower or any ERISA Affiliate of Borrower was not
                  previously contributing or any increase in the benefits of
                  any existing Employee Benefit Plan, Pension Plan or
                  Multiemployer Plan; (iii) each funding


                                      41
<PAGE>   48


                  waiver request filed with respect to any Employee Benefit
                  Plan and all communications received or sent by Borrower or
                  any ERISA Affiliate of Borrower with respect to such request;
                  and (iv) the failure of Borrower or any ERISA Affiliate of
                  Borrower to make a required installment or payment under
                  Section 302 of ERISA or Section 412 of the Code by the due
                  date.

                           (b)      Promptly and in any event within ten (10)
                  days of becoming aware of the occurrence of or forthcoming
                  occurrence of any (i) Termination Event or (ii) "prohibited
                  transaction", as such term is defined in Section 406 of ERISA
                  or Section 4975 of the Code, in connection with any Pension
                  Plan or any trust created thereunder Borrower shall deliver
                  to Lender a notice specifying the nature thereof, what action
                  Borrower or their ERISA Affiliate has taken, is taking or
                  proposes to take with respect thereto and, when known, any
                  action taken or threatened by the Internal Revenue Service,
                  the Department of Labor or the PBGC with respect thereto.

                           (c)      With reasonable promptness but in any event
                  within ten (10) days after the occurrence of any of the
                  following, Borrower shall deliver to Lender copies of: (i)
                  any favorable or unfavorable determination letter from the
                  Internal Revenue Service regarding the qualification of an
                  Employee Benefit Plan under Section 401(a) of the Code; (ii)
                  all notices received by Borrower or any ERISA Affiliate of
                  Borrower of the PBGC's intent to terminate any Pension Plan
                  or to have a trustee appointed to administer any Pension
                  Plan; (iii) each Schedule B (Actuarial Information) to the
                  annual report (Form 5500 Series) filed by Borrower or any
                  ERISA Affiliate of Borrower with the Internal Revenue Service
                  with respect to each Pension Plan; and (iv) all notices
                  received by Borrower or any ERISA Affiliate of Borrower from
                  a Multiemployer Plan sponsor concerning the imposition or
                  amount of withdrawal liability pursuant to Section 4202 of
                  ERISA. Borrower promptly will notify Lender in writing in the
                  event Borrower or any ERISA Affiliate of Borrower files or
                  intends to file a notice of intent to terminate any Pension
                  Plan under a distress termination within the meaning of
                  Section 4041(c) of ERISA.

                  6.3.10   OTHER INFORMATION.

                           (a)      Prompt notice of any change in the location
                  of any Property of Borrower or any Subsidiary of Borrower
                  which is material to or necessary for the continued operation
                  of such Person's business, any change in the name of Borrower
                  or any Subsidiary of Borrower, any sale or purchase of
                  Property outside the regular course of business of Borrower
                  or any Subsidiary of Borrower, and any change in the business
                  or financial affairs of Borrower or any Subsidiary of
                  Borrower, which change could have a Material Adverse Effect.


                                      42
<PAGE>   49


                           (b)      Promptly upon request therefor, such other
                  information and reports relating to the past, present or
                  future financial condition, operations, plans and projections
                  of Borrower and its Subsidiaries as Lender reasonably may
                  request from time to time.

         6.4      REPORTS TO GOVERNMENTAL BODIES AND OTHER PERSONS. Timely file
all material reports, applications, documents, instruments and information
required to be filed pursuant to all rules, regulations or requests of any
Governmental Body or other Person having jurisdiction over the operation of the
business of Borrower and its Subsidiaries, including, but not limited to, such
of the Loan Documents as are required to be filed with any such Governmental
Body or other Person pursuant to applicable rules and regulations promulgated
by such Governmental Body or other Person.

         6.5      MAINTENANCE OF LICENSES, FRANCHISES AND OTHER AGREEMENTS.
Maintain in full force and effect at all times, and apply in a timely manner
for renewal of, all Licenses, trademarks, trademark applications, trademark
licenses, copyrights, copyright applications, copyright licenses, patents,
patent applications, patent licenses, trade names, License Agreements and
Operating Agreements necessary for the operation of business of Borrower or any
Subsidiary of Borrower, the loss of any of which could have a Material Adverse
Effect.

         6.6      INSURANCE.

                  6.6.1    MAINTENANCE OF INSURANCE. Maintain in full force and
         effect at all times such property, casualty, business interruption and
         other insurance required by Lender, all of which shall be written by
         insurers, contain terms and be in amounts and forms satisfactory to
         Lender, including public liability insurance, flood insurance required
         pursuant to this Loan Agreement, workmen's compensation, builders'
         risk, fire and extended coverage and flood insurance, with a standard
         mortgagee clause endorsed thereon in favor of Lender which shall
         provide, among other things, that the policies may not be canceled
         without thirty (30) days' prior notice to Lender. Deliver to Lender,
         from time to time as Lender may reasonably request, evidence of
         compliance with this subsection 6.6.1.

                  6.6.2    PROCEEDS. Borrower hereby directs all insurers under
         all policies of insurance to pay all proceeds payable thereunder
         directly to Lender and Borrower hereby authorizes Lender to collect
         all such proceeds subject to Borrower's rights as described below in
         this subsection 6.6.2 to receive certain proceeds. Borrower
         irrevocably appoints Lender (and all officers, employees or agents
         designated by Lender) as Borrower's true and lawful attorney and agent
         in fact for the purpose of and with power to make, settle and adjust
         claims under such policies of insurance, endorse the name of Borrower
         on any check, draft, instrument or other item of payment for the
         proceeds of such policies of insurance, and to make all determinations
         and decisions with respect to such policies of insurance. Borrower
         acknowledges that such appointment as attorney and agent in fact is a
         power, coupled with an interest, and therefore is irrevocable.
         Borrower shall notify Lender promptly of any loss, damage,


                                      43
<PAGE>   50


         destruction or other casualty to the Collateral in excess of $20,000.
         If the proceeds of a casualty do not exceed $50,000 and no Event of
         Default exists such proceeds shall be paid to Borrower or Subsidiary
         of Borrower and applied to repair or replace the Property which is the
         subject of such casualty. If the proceeds of a casualty exceed $50,000
         or an Event of Default exists, at the option of Lender, such proceeds
         shall be applied to the (i) payment of Borrower's Obligations in
         accordance with Section 8.4 or (ii) repair or replacement of the
         Collateral. In the event the proceeds are to be applied to the repair
         or replacement of Collateral, the Collateral shall be repaired or
         replaced so as to be of at least equal value and substantially the
         same character as prior to such loss, damage, destruction or other
         casualty.

         6.7      FUTURE LEASES. Deliver to Lender, concurrently with the
execution by Borrower or any Subsidiary of Borrower, as lessee, of any Lease,
an executed copy thereof and a Landlord's Consent to the assignment of such
Lease pursuant to an Assignment of Leases.

         6.8      FUTURE ACQUISITIONS OF REAL ESTATE. Deliver to Lender
concurrently with the (i) execution by Borrower or any Subsidiary of Borrower
of any contract relating to the purchase by such Person of real estate, an
executed copy of such contract and (ii) closing of the purchase of such real
estate (A) a first mortgage or deed of trust in favor of Lender on such real
estate, in form and substance satisfactory to Lender, (B) a lender's policy of
title insurance, in such form and amount and containing such endorsements as
shall be satisfactory to Lender (C) an ALTA/ACSM survey of such real estate and
(D) such other documents and assurances with respect to such real estate as
Lender may require.

         6.9      ENVIRONMENTAL MATTERS. At all times comply with, and be
responsible for, its obligations under all Environmental Laws applicable to the
Real Estate, the Leasehold Property and any other Property owned by Borrower or
any Subsidiary of Borrower or used by any such Person in the operation of its
business. Borrower shall at its sole cost and expense (i) comply, and cause its
Subsidiaries to comply, in all respects with (A) any notice of any violation or
administrative or judicial complaint or order having been filed against any
such Person, any portion of any Leasehold Property or any other Property owned
by such Person or used by such Person in the operation of its business alleging
violations of any law, ordinance and/or regulation requiring such Person to
take any action in connection with the release, transportation and/or clean-up
of any Hazardous Materials, and (B) any notice from any Governmental Body or
any other Person alleging that such Person is or may be liable for costs
associated with a response or clean-up of any Hazardous Materials or any
damages resulting from such release or transportation, or (ii) diligently
contest, and cause its Subsidiaries to diligently contest, in good faith by
appropriate proceedings any demands set forth in such notices, provided (A)
reserves in an amount satisfactory to Lender to pay the costs associated with
complying with any such notice are established by such Person and (B) no Lien
would or will attach to the Property which is the subject of any such notice as
a result of any compliance by such Person which is delayed during any such
contest. Promptly upon receipt of any notice described in the foregoing clause
(i), Borrower shall deliver a copy thereof to Lender.


                                      44
<PAGE>   51


         6.10     COMPLIANCE WITH LAWS. Comply with all foreign, federal, state
and local laws, ordinances, requirements and regulations and all judgments,
orders, injunctions and decrees applicable to Borrower or any Subsidiary of
Borrower or their operations, the failure to comply with which could have a
Material Adverse Effect.

         6.11     TAXES AND CLAIMS. Pay and discharge all taxes, assessments
and governmental charges or levies imposed upon it or upon its income or
profits, or upon any Property belonging to it, prior to the date on which
penalties attach thereto, and all lawful claims which, if unpaid, might become
a Lien (other than a Permitted Lien) upon the Property of Borrower or any
Subsidiary of Borrower, provided that so long as no Lien has attached to the
Property of Borrower or any Subsidiary of Borrower as a result of any of the
foregoing, neither Borrower nor any Subsidiary of Borrower shall be required by
this Section 6.11 to pay any such amount if the same is being contested
diligently and in good faith by appropriate proceedings and as to which the
applicable Person has set aside reserves on its books satisfactory to Lender.

         6.12     MAINTENANCE OF PROPERTIES. Maintain all of its Properties
necessary in the operation of its business in good working order and condition.

         6.13     GOVERNMENTAL APPROVALS. Upon the exercise by Lender of any
power, right or privilege pursuant to the provisions of any of the Loan
Documents requiring any consent, approval or authorization of any Governmental
Body (including, without limitation, transfers of Licenses), promptly execute
and cause the execution of all applications, certificates, instruments and
other documents that Lender may be required to obtain for such consent,
approval or authorization.

         6.14     INTENTIONALLY OMITTED.

         6.15     FURTHER ASSURANCES. Promptly upon request of Lender, take
such additional actions as Lender may require from time to time in order to (i)
carry out more effectively the purposes of this Loan Agreement and the other
Loan Documents, (ii) subject to the Liens created by any of the Collateral
Documents any of the Property, rights or interests covered by any of the
Collateral Documents, (iii) perfect and maintain the validity, effectiveness
and priority of any of the Collateral Documents and the Liens intended to be
created thereby and (iv) better assure, convey, grant, assign, transfer,
preserve, protect and confirm to Lender the rights granted or now or hereafter
intended to be granted to Lender under any Loan Document or under any other
document executed in connection therewith. Without limiting the generality of
the foregoing and except as otherwise approved in writing by Lender, Borrower
shall cause each of its Subsidiaries to guaranty Borrower's Obligations and to
cause each such Subsidiary to grant to Lender a security interest in all of
such Subsidiary's Property to secure such guaranty, and, in connection with
Acquisitions, execute and deliver to Lender such other agreements, documents
and instruments as reasonably requested by Lender prior to the consummation of
any such Acquisition. Furthermore and except as otherwise approved in writing
by Lender, Borrower shall pledge the stock or other equity interests of each of
its Subsidiaries to Lender to secure Borrower's Obligations. Notwithstanding
anything contained


                                      45
<PAGE>   52


herein to the contrary, neither any Foreign Subsidiary of Borrower nor any
Foreign Subsidiary of any Subsidiary of Borrower shall be required to execute
and deliver, or join in the execution and delivery of, the Subsidiary Guaranty
or grant a security interest in any of its Property to secure any such
guaranty, and Borrower shall not be required to pledge in excess of sixty-six
and two-thirds percent (66 2/3%) of the Subsidiary Equity Interests of any
direct Foreign Subsidiary, in any such case to the extent such guarantee and/or
granting of a security interest would result, in the opinion of Lender, in
material and adverse tax consequences to Borrower or such Foreign Subsidiary
under Section 956 of the Code.

         6.16 Landlord Consents. Use its best efforts to obtain and deliver to
Lender, on or before the sixtieth (60) day after the Closing Date, a Landlord
Consent from the lessor and sublessor, as applicable, under each Lease under
which Borrower or such Subsidiary is a lessee or sublessee, except to the extent
a Landlord Consent from such lessor or sublessor, as applicable, shall have been
delivered previously to Lender.

         6.17     INTENTIONALLY OMITTED.

         6.18     LIEN WAIVERS. If Lender shall have approved any plans for
improvements and/or build-outs in respect of any Real Estate and permitted
Borrower to consummate such improvements and/or build-outs, Borrower shall
provide to Lender, and shall continue to provide to Lender on an on going basis
when and as requested by Lender, any lien waivers requested by Lender,
including, without limitation, mechanics' lien waivers, in form and substance
satisfactory to Lender, and a date down endorsement to the title policy in
favor of Lender, as insured, covering such Real Estate.


                                  ARTICLE VII

                              NEGATIVE COVENANTS


         Until all of Borrower's Obligations are paid and performed in full and
the Commitments shall have terminated, Borrower shall not, and shall not permit
or cause any of its Subsidiaries to:

         7.1      BORROWING/INDEBTEDNESS. Create, incur, assume or suffer to
exist any liability for Indebtedness for Borrowed Money, except:

                  (i)      the Borrower's Obligations;

                  (ii)     Permitted Senior Indebtedness;

                  (iii)    Subordinated Indebtedness disclosed to, and approved
         by, Lender;

                  (iv)     unsecured inter-company loans by Borrower to any of
         its wholly-owned domestic Subsidiaries, provided that the obligations
         of each obligor of such Indebtedness shall: (A) be evidenced by
         promissory notes which shall have been


                                      46
<PAGE>   53


         pledged to Lender as security for Borrower's Obligations, (B) if
         required by Lender, be subordinated in right of payment to Borrower's
         Obligations on terms and conditions acceptable to Lender and (C) have
         such other terms and provisions as Lender may reasonably require; and

                  (v)      other unsecured Indebtedness in an aggregate amount
         not to exceed $500,000 at any one time outstanding (which shall
         include the Indebtedness described on EXHIBIT 7.1 hereto).

         7.2      LIENS. Create, incur, assume or suffer to exist any Lien upon
any of its Property, whether now owned or hereafter acquired, except Permitted
Liens.

         7.3      MERGERS AND ACQUISITIONS. Consolidate with or merge with or
into any Person, or acquire directly or indirectly all or substantially all of
the capital stock, equity interests or Property of any Person, except: (i)
Acquisitions consented to by Lender in writing (in its sole and absolute
discretion), the Contribution and the Internal Distribution, and (ii) any
Subsidiary of Borrower may merge with or into any other wholly-owned domestic
Subsidiary of Borrower, provided that (A) no Event of Default or Incipient
Default would exist after giving effect to any such merger, (B) Lender shall
have received at least forty-five (45) days' prior written notice of any such
merger, (C) Borrower and its Subsidiaries shall have executed and delivered to
Lender such instruments, agreements and documents as Lender shall require to
preserve the validity and priority of the Security Interests in the Property
transferred to the surviving Subsidiary in connection with any such merger and
(D) Lender shall have received such other instruments, agreements and documents
in connection with any such merger as Lender shall require, including, without
limitation, certified copies of the related plan of merger and certificates of
merger.

         7.4      CONTINGENT LIABILITIES/OBLIGATIONS. Assume, guarantee,
endorse, contingently agree to purchase, become liable in respect of any letter
of credit, or otherwise become liable upon the obligation of any Person,
except: (i) liabilities arising from the endorsement of negotiable instruments
for deposit or collection in the ordinary course of business, and (ii) the
posting of bonds to secure performance to the extent necessary in connection
with its business and similar transactions in the ordinary course of business.

         7.5      DISTRIBUTIONS/RESTRICTED JUNIOR PAYMENTS. Make any dividends,
distributions or other shareholder expenditures with respect to its capital
stock or other equity interests or apply any of its Property to the purchase,
redemption or other retirement of, or set apart any sum for the payment of, or
make any other distribution by reduction of capital or otherwise in respect of,
any of such capital stock or equity interests, except any Subsidiary of
Borrower may make dividends or other distributions to Borrower.

         7.6      CAPITAL EXPENDITURES. Make or incur any Capital Expenditures
(other than Acquisitions consented to by Lender in writing, in its sole and
absolute discretion) if the aggregate amount of Capital Expenditures of
Borrower and its Subsidiaries for any period set forth below exceeds the amount
set forth below opposite such period:


                                      47
<PAGE>   54


<TABLE>
<CAPTION>
                  Period                                               Maximum Amount
                  ------                                               --------------

         <S>                                                           <C>
         Each Fiscal Quarter of Borrower                               $300,000
            occurring in 2001
         Each Fiscal Quarter of Borrower                               $390,000
            occurring in 2002
         Each Fiscal Quarter of Borrower                               $480,000
            Thereafter
</TABLE>

         7.7      PAYMENTS OF INDEBTEDNESS FOR BORROWED MONEY. Make any
voluntary or optional payment or prepayment of any Indebtedness for Borrowed
Money or make any payment in respect of Subordinated Indebtedness, other than
in respect of Borrower's Obligations.

         7.8      INVESTMENTS; LOANS. At any time purchase or otherwise
acquire, hold or invest in the capital stock of, or any other interest in, any
Person (including the creation of any Subsidiary), or make any loan or advance
to, or enter into any arrangement for the purpose of providing funds or credit
to, or make any other investment, whether by way of capital contribution or
otherwise, in or with any Person, including, without limitation, any Affiliate,
except:

                  (i)      investments in direct obligations of, or instruments
         unconditionally guaranteed by, the United States of America or in
         certificates of deposit issued by a Qualified Depository;

                  (ii)     investments in commercial or finance paper which, at
         the time of investment, is rated "A" or better by Moody's Investors
         Service, Inc., or Standard & Poor's Ratings Group, a Division of
         McGraw-Hill, Inc., respectively, or at the equivalent rate by any of
         their respective successors;

                  (iii)    any interests in any money market account
         maintained, at the time of investment, with a Qualified Depository,
         the investments of which, at the time of investment, are restricted to
         the types specified in clause (i) above;

                  (iv)     unsecured inter-company loans otherwise permitted
         under Section 7.1;

                  (v)      current outstanding investments in Subsidiaries in
         existence on the Closing Date; and

                  (vi)     Acquisitions consented to by Lender in writing (in
         its sole and absolute discretion), including establishment or creation
         of, and equity investments in, wholly-owned Subsidiaries consented to
         by Lender in writing in connection with any such Acquisitions.


                                      48
<PAGE>   55


All investments permitted pursuant to clauses (i), (ii) and (iii) of this
Section 7.8 shall have a maturity not exceeding one year.

         7.9      FUNDAMENTAL BUSINESS CHANGES. Materially change the nature of
its business.

         7.10     FACILITY SITES. Change the locations of its chief executive
office or other Property used in the operation of its business (except to the
extent Borrower shall close any facilities at which such Property is located
(other than the locations of its chief executive office) and only to the extent
Borrower shall have complied with the provisions of this Section 7.10 in
respect of the locations at which such Property is to be moved), unless (i)
Lender shall have received at least thirty (30) days' prior written notice
thereof, (ii) Borrower or the applicable Subsidiary shall have complied with
all applicable laws, rules and regulations and shall have received all required
consents and approvals from any Governmental Body, (iii) Lender shall have
received satisfactory evidence that such change could not reasonably be
expected to affect adversely the operations or business prospects of Borrower
or the applicable Subsidiary and (iv) Borrower or the applicable Subsidiary
shall have executed and delivered to Lender any documents, agreements and
instruments Lender may reasonably require in order to maintain the validity and
priority of the Security Interests, including, without limitation, UCC
financing statements and amendments.

         7.11     SALE OR TRANSFER OF ASSETS. Sell, lease, assign, transfer or
otherwise dispose of any Property (whether in one transaction or a series of
transactions), or enter into any agreement to do any of the foregoing, except:

                  (i)      the disposition of Property which is not material to
         or necessary for the continued operation of its business;

                  (ii)     obsolete or unusable items of equipment which
         promptly are replaced with new items of equipment of like function and
         comparable value to the obsolete or unusable items of equipment when
         the same were new or not obsolete or unusable, provided such
         replacement items of equipment shall become subject to the Security
         Interests;

                  (iii)    dispositions not otherwise permitted hereunder which
         are made for fair market value and the mandatory prepayment, if any,
         in the amount of the Net Proceeds of such disposition is made as
         provided in subsection 2.8.2(b); provided, that (i) at the time of any
         such disposition, no Event of Default shall exist or shall result from
         such disposition, (ii) not less than the greater of eighty-five
         percent (85%) of aggregate sales price from such disposition and the
         amount of the mandatory prepayment required pursuant to subsection
         2.8.2(b) shall be paid in cash, (iii) the aggregate value of assets so
         sold by Borrower and its Subsidiaries, together, shall not exceed in
         any year $500,000 and (iv) any non-cash portion of the sales price
         shall be pledged to Lender as security for Borrower's Obligations; and


                                      49
<PAGE>   56


                  (iv)     as expressly permitted pursuant to Section 7.3.

         7.12     AMENDMENT OF DOCUMENTS. Amend or modify in a manner adverse
to Lender or the Collateral (i) its articles of incorporation (including any
certificates of designations, preferences and rights), bylaws or other
corporate governance documents or organization instruments, except if required
by law or (ii) any Related Transaction Agreements to the extent reasonably
expected to have a Material Adverse Effect.

         7.13     ACQUISITION OF ADDITIONAL PROPERTIES. Acquire any additional
Property except (i) such Property as is necessary to or useful in the operation
of its business, provided such acquisitions shall be subject to the conditions
and limitations set forth in this Loan Agreement, and (ii) acquisitions of
Property as are permitted pursuant to Section 7.3 and Section 7.21.

         7.14     ISSUANCE OF CAPITAL STOCK OR OTHER SIMILAR INTERESTS. Issue
or sell, permit to be issued or sold, or otherwise consent to the transfer of,
any additional capital stock or equity interests or any interests convertible
into or exercisable for any such capital stock or additional equity interests,
except (i) the issuance of capital stock of Borrower, provided that (a)
Borrower shall not be required or permitted to pay cash dividends, redeem such
capital stock or make other distributions with respect thereto and, without
limiting the foregoing, any preferred stock of Borrower so issued shall not
contain, provide for or otherwise have any mandatory redemption or put rights
during the term of this Loan Agreement or until Borrower's Obligations shall
have been performed and paid in full and the Commitment shall have terminated,
and (b) Borrower shall comply with the provisions of subsection 2.8.2(c), (ii)
the convertible rights granted pursuant to promissory notes evidencing
Subordinated Indebtedness or other Indebtedness for Borrowed Money otherwise
permitted hereunder, (iii) Borrower may issue, sell or otherwise transfer, and
InfoCure Australia Pty Limited, a company organized under the laws of
Australia, may permit the issuance, sale or other transfer, of the equity
interests of InfoCure Australia Pty Limited, provided that Borrower shall
continue to own and control at all times (a) at least 51% of the issued and
outstanding equity interests of InfoCure Australia Pty Limited and (b) such
percentage of the voting securities of InfoCure Australia Pty Limited at least
sufficient to enable Borrower to direct the direction of management and
policies of such Person and (iv) in connection with the Contribution, the
Distribution and Internal Distribution, in each instance, in accordance with
the Distribution Transaction Documents.

         7.15     TRANSACTIONS WITH AFFILIATES. Sell, lease, assign, transfer
or otherwise dispose of any Property to any Affiliate of Borrower, lease
Property, render or receive services or purchase assets from any such
Affiliate, or otherwise enter into any contractual relationship with any
Affiliate, except:

                  (i)      as expressly permitted by this Loan Agreement; and

                  (ii)     in the ordinary course of business and pursuant to
         the reasonable requirements of the business of Borrower or the
         applicable Subsidiary;


                                      50
<PAGE>   57


                  and, in the case of each of (i) and (ii) above, upon fair and
                  reasonable terms no less favorable to Borrower or the
                  applicable Subsidiary than would be obtained in a comparable
                  arm's-length transaction with a Person not an Affiliate of
                  such Person and which are disclosed in writing to Lender.

         7.16     COMPLIANCE WITH ERISA.

                  (i)      Permit the occurrence of any Termination Event which
         would result in a liability to Borrower or any ERISA Affiliate of
         Borrower in excess of $250,000;

                  (ii)     Permit the present value of all benefit liabilities
         under all Pension Plans to exceed the current value of the assets of
         such Pension Plans allocable to such benefit liabilities by more than
         $250,000;

                  (iii)    Permit any accumulated funding deficiency in excess
         of $250,000 (as defined in Section 302 of ERISA and Section 412 of the
         Code) with respect to any Pension Plan, whether or not waived;

                  (iv)     Fail to make any contribution or payment to any
         Multiemployer Plan which Borrower or any ERISA Affiliate of Borrower
         may be required to make under any agreement relating to such
         Multiemployer Plan, or any law pertaining thereto which results in or
         is likely to result in a liability in excess of $250,000;

                  (v)      Engage, or permit Borrower or any ERISA Affiliate of
         Borrower to engage, in any "prohibited transaction" as such term is
         defined in Section 406 of ERISA or Section 4975 of the Code for which
         a civil penalty pursuant to Section 502(i) of ERISA or a tax pursuant
         to Section 4975 of the Code in excess of $250,000 is imposed;

                  (vi)     Permit the establishment of any Employee Benefit
         Plan providing post-retirement welfare benefits or establish or amend
         any Employee Benefit Plan which establishment or amendment could
         result in liability to Borrower or any ERISA Affiliate of Borrower or
         increase the obligation of Borrower or any ERISA Affiliate of Borrower
         to a Multiemployer Plan which liability or increase, individually or
         together with all similar liabilities and increases, is material to
         Borrower or any ERISA Affiliate of Borrower; or

                  (vii)    Fail, or permit any of its ERISA Affiliates to fail,
         to establish, maintain and operate each Employee Benefit Plan in
         compliance in all material respects with ERISA, the Code and all other
         applicable laws and regulations and interpretations thereof.

         7.17     MINIMUM NET WORTH. Permit Consolidated Net Worth as of the
last day of any quarter set forth below to be less than the amount set forth
below opposite such quarter:


                                      51
<PAGE>   58


<TABLE>
<CAPTION>
             Quarter                                  Minimum Amount
             -------                                  --------------

         <S>                                          <C>
         March 31, 2001                                  $41,760,000
         June 30, 2001                                   $34,720,000
         September 30, 2001                              $28,200,000
         December 31, 2001                               $22,360,000
         March 31, 2002                                  $18,100,000
         June 30, 2002                                   $30,480,000
         September 30, 2002                              $28,020,000
         December 31, 2002                               $27,000,000
         March 31, 2003                                  $27,600,000
         June 30, 2003                                   $29,700,000
           and Thereafter
</TABLE>

         7.18     MAXIMUM LEVERAGE RATIO. Permit the Leverage Ratio, calculated
as of the last day of any quarter, to exceed [2.50 to 1.00].

         7.19     MINIMUM TOTAL DEBT SERVICE COVERAGE RATIO. Permit the Total
Debt Service Coverage Ratio as of the last day of any quarter to be less than
[1.50 to 1.00].

         7.20     SUBSIDIARIES. Create or permit to exist any Subsidiary,
except (i) Borrower and its Subsidiaries may permit the existence of the
Subsidiaries in existence on the Closing Date (as described in Section 5.23)
and (ii) Borrower may create and permit the existence of wholly-owned domestic
Subsidiaries in connection with Acquisitions otherwise consented to by Lender
in writing, which consent may be withheld or granted in Lender's sole and
absolute discretion; provided, that each such Subsidiary described in the
foregoing clauses (i) and (ii) shall have executed and delivered all
agreements, documents and instruments required under Section 6.15.

         7.21     ACQUISITIONS. Consummate, or permit any of its Subsidiaries
to consummate, any Acquisitions, or enter into any letter of intent or other
binding agreement or contract in contemplation thereof.

         7.22     MINIMUM CURRENT RATIO. Permit the ratio of (i) consolidated
current assets of Borrower and its Subsidiaries as of any date to (ii)
consolidated current liabilities of Borrower and its Subsidiaries, less the
amount of so-called "deferred revenues and customer deposits" of Borrower as of
such date (but specifically including in such consolidated current liabilities
the amount of so-called "deferred revenues for signed contracts" of Borrower
and its Subsidiaries as of such date), in each case as accurately reflected on
the financial statements of Borrower and its Subsidiaries, determined in
accordance with GAAP as of such date, to be less than 1.00 to 1.00.

         7.23     MINIMUM LIQUIDITY. Permit the sum of (i) cash and Cash
Equivalents of Borrower and its Subsidiaries as of the last day of any quarter
set forth below, plus (ii) the lesser of (a) the aggregate amount of cash
proceeds that shall be immediately available to


                                      52
<PAGE>   59


Borrower in accordance with and under the Common Stock Purchase Agreement
(subject to no conditions or consent or approval rights of any Person
thereunder that shall not have been actually satisfied as of such date) in the
event, or as if, Borrower shall have previously delivered a "Seller Notice" (as
defined in the Common Stock Purchase Agreement) and such last day shall be the
respective "Closing Date" (as defined in the Common Stock Purchase Agreement)
(net of costs and expenses of Borrower paid, to be paid or otherwise incurred
in connection therewith) and (b) $2,500,000, to the be less than the amount set
forth below opposite such date:


<TABLE>
<CAPTION>
             Date                                   Minimum Amount
             ----                                   --------------
         <S>                                        <C>

         March 31, 2001                              $ 9,000,000
         June 30, 2001                               $ 6,520,000
         September 30, 2001                          $ 5,380,000
         December 31, 2001                           $ 4,057,000
         March 31, 2002                              $ 3,960,000
         June 30, 2002                               $ 4,580,000
         September 30, 2002                          $ 6,080,000
         December 31, 2002                           $ 8,700,000
         March 31, 2003                              $12,250,000
         June 30, 2003                               $16,840,000
            and Thereafter
</TABLE>


                                 ARTICLE VIII

                             DEFAULT AND REMEDIES


                  8.1      EVENTS OF DEFAULT. The occurrence of any of the
following shall constitute an "Event of Default" under the Loan Documents:

                           8.1.1    DEFAULT IN PAYMENT. If Borrower shall fail
         to pay all or any portion of Borrower's Obligations when the same
         become due and payable.

                           8.1.2    BREACH OF COVENANTS.

                                    (a)      If Borrower shall fail to observe
                  or perform any covenant or agreement made by or on behalf of
                  such Person contained in Section 6.1, 6.2, 6.3, 6.5, 6.6,
                  6.9, 6.11, 6.15 or 6.16 or in Article VII;

                                    (b)      If Borrower or any Subsidiary of
                  Borrower shall fail to observe or perform any covenant or
                  agreement (other than those referred to in subparagraph (a)
                  above or specifically addressed elsewhere in this Section
                  8.1) made by such Person in any of the Loan Documents to
                  which such Person is a


                                      53
<PAGE>   60


                  party, and such failure shall continue for a period of thirty
                  (30) days after written notice of such failure is given by
                  Lender.

                  8.1.3    BREACH OF WARRANTY. If any representation or
         warranty made by or on behalf of Borrower or any Subsidiary of
         Borrower in or pursuant to any of the Loan Documents or in any
         instrument or document furnished in compliance with the Loan Documents
         (including, without limitation, any Compliance Certificate) shall
         prove to be false or misleading in any material respect on the date
         made.

                  8.1.4    DEFAULT UNDER OTHER INDEBTEDNESS FOR BORROWED MONEY.
         If (i) Borrower or any Subsidiary of Borrower at any time shall be in
         default (as principal or guarantor or other surety) in the payment of
         any principal of or premium or interest on any Indebtedness for
         Borrowed Money (other than Borrower's Obligations) beyond the grace
         period, if any, applicable thereto and the aggregate amount of such
         payments then in default beyond such grace period shall exceed
         $500,000 or (ii) any default shall occur in respect of any issue of
         Indebtedness for Borrowed Money of Borrower or any Subsidiary of
         Borrower (other than Borrower's Obligations) outstanding in a
         principal amount of at least $500,000, or in respect of any agreement
         or instrument relating to any such issue of Indebtedness for Borrowed
         Money, and such default shall continue beyond the grace period, if
         any, applicable thereto.

                  8.1.5    BANKRUPTCY.

                           (a)      If Borrower or any Subsidiary of Borrower
                  shall (i) generally not be paying its debts as they become
                  due, (ii) file, or consent, by answer or otherwise, to the
                  filing against it of a petition for relief or reorganization
                  or arrangement or any other petition in bankruptcy or
                  insolvency under the laws of any jurisdiction, (iii) make an
                  assignment for the benefit of creditors, (iv) consent to the
                  appointment of a custodian, receiver, trustee or other
                  officer with similar powers for Borrower or such Subsidiary,
                  or for any substantial part of the Property of Borrower or
                  such Subsidiary or (v) be adjudicated insolvent.

                           (b)      If any Governmental Body of competent
                  jurisdiction shall enter an order appointing, without consent
                  of Borrower or such Subsidiary, a custodian, receiver,
                  trustee or other officer with similar powers with respect to
                  Borrower or any Subsidiary of Borrower, or with respect to
                  any substantial part of the Property belonging to any such
                  Person, or if an order for relief shall be entered in any
                  case or proceeding for liquidation or reorganization or
                  otherwise to take advantage of any bankruptcy or insolvency
                  law of any jurisdiction, or ordering the dissolution,
                  winding-up or liquidation of Borrower or any Subsidiary of
                  Borrower or if any petition for any such relief shall be
                  filed against Borrower and such petition shall not be
                  dismissed or stayed within sixty (60) days.


                                      54
<PAGE>   61


                  8.1.6    JUDGMENTS. If the aggregate amount of all judgments
         or awards against Borrower and its Subsidiaries exceeds $500,000 at
         any one time outstanding, excluding judgments or awards (i) for which
         there is full insurance and with respect to which the insurer has
         assumed responsibility in writing, (ii) for which there is full
         indemnification (upon terms and by credit worthy indemnitors which are
         satisfactory to Lender) or (iii) which have not been discharged in
         full or stayed pending appeal.

                  8.1.7    IMPAIRMENT OF LICENSES; OTHER AGREEMENTS. If (i) any
         Governmental Body shall (A) revoke, terminate, suspend or adversely
         modify any License of Borrower or any Subsidiary of Borrower, the
         non-continuation of which could have a Material Adverse Effect, or (B)
         enter a final order or decision to suspend, revoke, terminate or
         adversely modify any such License or (ii) there shall exist any
         violation or default in the performance of, or a material failure to
         comply with any agreement, or condition or term of any License or
         License Agreement, which violation, default or failure could have a
         Material Adverse Effect, or any such License or License Agreement
         shall cease to be in full force and effect, or (iii) any Operating
         Agreement or License Agreement shall expire or be revoked or
         terminated and not replaced by a substitute acceptable to Lender
         within thirty (30) days after the date of such expiration, revocation
         or termination, and such expiration, revocation or termination and
         non-replacement could have a Material Adverse Effect.

                  8.1.8    COLLATERAL. If any material portion of the
         Collateral shall be seized or taken by a Governmental Body or Person,
         or Borrower and its Subsidiaries shall fail to maintain or cause to be
         maintained the Security Interests and priority of the Loan Documents
         as against any Person, or the title and rights of Borrower or any
         Subsidiary of Borrower to any material portion of the Collateral shall
         have become the subject matter of litigation which reasonably could be
         expected to result in impairment or loss of the security provided by
         the Loan Documents.

                  8.1.9    PLANS. If an event or condition specified in
         subsection 6.3.9 hereof shall occur or exist with respect to any Plan
         or Multiemployer Plan and, as a result of such event or condition,
         together with all other such events or conditions, Borrower or any
         ERISA Affiliates of Borrower shall incur, or in the opinion of Lender
         be reasonably likely to incur, a liability to a Plan or Multiemployer
         Plan or the PBGC (or any of them) which, in the reasonable judgment of
         Lender, could have a Material Adverse Effect.

                  8.1.10   CHANGE IN CONTROL. If at any time (i) Borrower
         ceases to own and control all of the issued and outstanding Subsidiary
         Equity Interests, or (ii) any Person or any Persons acting together
         which would constitute a "group" (a "Group") for purposes of Section
         13(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), or any successor provision thereto, other than a
         Group whose nominees constitute a majority of the board of directors
         of Borrower as of the Closing Date and after giving effect to the
         Related Transactions to be consummated on or before the Closing Date,
         together with any Affiliates or "Related Persons" (as defined


                                      55
<PAGE>   62


         in Rule 13d-3 of the Securities and Exchange Commission under the
         Exchange Act or any successor provision thereto) thereof, shall
         beneficially own 50% or more of the aggregate voting power of all
         classes of capital stock of Borrower entitled to vote generally in the
         election of directors of Borrower; or (iii) any Person or Group, other
         than any Person or Group whose nominees constituted a majority of the
         board of directors of Borrower as of the Closing Date, together with
         any Affiliates or Related Persons thereof, shall succeed in having
         sufficient of its or their nominees elected to the board of directors
         of Borrower, such that such nominees, when added to any existing
         director remaining on the board of directors of Borrower after such
         election who is an Affiliate or a Related Person of such Group, shall
         constitute a majority of the board of directors of Borrower; or (iv)
         Lender shall cease at any time to have a first Lien on all of the
         issued and outstanding Subsidiary Equity Interests (subject to the
         last sentence of Section 6.15).

                  8.1.11   CHANGE IN MANAGEMENT. If for any reason each of
         Richard E. Perlman or James K. Price shall have ceased to (i) hold the
         office or offices maintained by such Persons as of the Closing Date,
         or (ii) otherwise perform the corporate and day to day management
         functions performed by such Persons as of the Closing Date, and
         Borrower shall have failed to engage or otherwise hire an Approved
         Replacement for at least one of them. Thereafter, at least one
         Approved Replacement must continue to hold the office or offices
         maintained by such Person as of the date of hire or engagement or
         otherwise perform the corporate and day to day management functions
         performed by such Person as of such date (and Borrower acknowledges
         that the cessation thereof shall constitute an Event of Default
         hereunder, unless replaced by another Approved Replacement, and, in
         such case, the terms hereof shall apply to such Person).

                  8.1.12   INVALIDITY OF SUBORDINATION AGREEMENTS AND TERMS.
         The subordination provisions of any agreement, document or instrument
         governing any Subordinated Indebtedness shall, for any reason at any
         time, be revoked or invalidated, or otherwise cease to be in full
         force and effect, or Borrower or any Subsidiary of Borrower shall
         contest in any manner the validity or enforceability thereof, or
         Borrower's Obligations shall for any reason not have the priority
         contemplated by this Loan Agreement or such subordination provisions.

                  8.1.13   TRANSITION SERVICES AGREEMENT. The Transition
         Services Agreement or any of the material terms, provisions,
         agreements or covenants set forth in the Transition Services Agreement
         shall, for any reason at any time, be revoked or invalidated, or
         otherwise cease to be in full force and effect, or Borrower, any
         Subsidiary of Borrower or InfoCure Corporation shall contest in any
         manner the validity or enforceability thereof, or their obligations or
         liabilities thereunder.

                  8.1.14   CERTAIN QUALIFICATIONS. If for any reason at any
         time (i) the Contribution, the ISI Merger and/or the Distribution
         shall cease or fail to qualify as tax-free "reorganizations" under
         Section 368(a)(1)(D) of the Code or to otherwise qualify for
         non-


                                      56
<PAGE>   63


         recognition treatment under the Code; or (ii) the Distribution shall
         cease or fail to qualify as a tax-free transaction described in
         Section 355 of the Code.

                  8.1.15   COMMON STOCK PURCHASE DOCUMENTS. (i) The Common
         Stock Purchase Agreement or any of the material terms, provisions,
         agreements or covenants set forth in the Common Stock Purchase
         Agreement shall, for any reason at any time, be revoked or
         invalidated, or otherwise cease to be in full force and effect, or
         Borrower, any Subsidiary of Borrower or any other Person party thereto
         shall contest in any manner the validity or enforceability thereof, or
         their obligations and liabilities thereunder, or (ii) Borrower shall
         be obligated to pay any penalty or fees of the type described in
         Section 1.1(c), (d) and/or (e) of the "Registration Rights Agreement"
         described in the definition of "Common Stock Purchase Documents"
         herein contained.

         8.2      ACCELERATION OF BORROWER'S OBLIGATIONS. Upon the occurrence
of:

                  (a)      any Event of Default described in clauses (ii),
         (iii), (iv) or (v) of subsection 8.1.5(a) or in subsection 8.1.5(b),
         all Commitments shall terminate automatically and all of Borrower's
         Obligations at that time outstanding automatically shall mature and
         become due and payable, and

                  (b)      any other Event of Default, Lender, at any time
         (unless such Event of Default shall have been waived in writing or
         remedied), at its option, without further notice or demand may
         terminate the Commitments and/or declare all of Borrower's Obligations
         due and payable, whereupon Borrower's Obligations immediately shall
         mature and become due and payable,

all without presentment, demand, protest or notice (other than the declaration
referred to in clause (b) above), all of which hereby are waived.

         8.3      REMEDIES ON DEFAULT. If an Event of Default shall have
occurred, Lender, at its option, may:

                  8.3.1    ENFORCEMENT OF SECURITY INTERESTS. Enforce or cause
         to be enforced any of the rights or remedies accorded to Lender under
         the Loan Documents.

                  8.3.2    OTHER REMEDIES. Enforce or cause to be enforced any
         of the rights or remedies accorded to Lender at equity or law, by
         virtue of statute or otherwise.

         8.4      APPLICATION OF FUNDS. Any funds received by Lender pursuant
to the exercise of any rights accorded to Lender pursuant to, or by the
operation of any of the terms of, any of the Loan Documents, including, without
limitation, insurance proceeds, condemnation proceeds or proceeds from the sale
of Collateral, shall be applied to Borrower's Obligations in the following
order of priority:


                                      57
<PAGE>   64


                  8.4.1    EXPENSES. First, to the payment of all fees and
         expenses actually incurred, including, without limitation, court
         costs, fees of appraisers, title charges, costs of maintaining and
         preserving the Collateral, costs of sale, and all other costs incurred
         by Lender, in exercising any rights accorded to Lender pursuant to the
         Loan Documents or by applicable law, including, without limitation,
         reasonable attorney's fees.

                  8.4.2    BORROWER'S OBLIGATIONS. Next, to the payment of
         Borrower's Obligations in such manner as Lender shall determine.

                  8.4.3    SURPLUS. Any surplus, to the Person or Persons
         entitled thereto.

         8.5      PERFORMANCE OF BORROWER'S OBLIGATIONS. If Borrower or any
Subsidiary of Borrower fails to (i) maintain in force and pay for any insurance
policy or bond which such Person is required to provide pursuant to any of the
Loan Documents, (ii) keep the Collateral free from all Liens except for
Permitted Liens, (iii) pay when due all taxes, levies and assessments on or in
respect of the Collateral, except as otherwise permitted pursuant to the terms
hereof, (iv) make all payments and perform all acts on the part of such Person
to be paid or performed in the manner required by the terms hereof and by the
terms of the other Loan Documents with respect to any of the Collateral,
including, without limitation, all expenses of protecting, storing,
warehousing, insuring, handling and maintaining the Collateral, (v) keep fully
and perform promptly any other of the obligations of such Person hereunder or
under any of the other Loan Documents, and (vi) keep fully and perform promptly
the obligations of Borrower with respect to any issue of Indebtedness for
Borrowed Money secured by a Permitted Prior Lien, then Lender may (but shall
not be required to) procure and pay for such insurance policy or bond, place
such Collateral in good repair and operating condition, pay, contest or settle
such Liens or taxes or any judgments based thereon or otherwise make good any
other aforesaid failure of such Person. Borrower shall reimburse Lender
immediately upon demand for all reasonable sums paid or advanced on behalf of
Borrower or any Subsidiary of Borrower for any such purpose, together with
reasonable and/or necessary costs and expenses (including reasonable attorneys'
fees) paid or incurred by Lender in connection therewith and interest on all
sums advanced from the date of advancement until repaid to Lender at the
Default Rate applicable thereto. All such sums advanced by Lender, with
interest thereon, immediately upon advancement thereof, shall be deemed to be
part of Borrower's Obligations and secured by the Security Interests.


                                  ARTICLE IX

                                    CLOSING


         The Closing Date shall be such date as the parties shall determine,
and the Closing shall take place on such date, provided all conditions for the
Closing as set forth in this Loan Agreement have been satisfied or otherwise
waived by Lender. The Closing shall take place at the office of Katten Muchin
Zavis or such other place as the parties hereto shall agree. Unless the Closing
occurs on or before February __, 2001, this Loan Agreement shall terminate and


                                      58
<PAGE>   65


be of no further force or effect and, except for any obligations of Borrower to
Lender pursuant to Article X, none of the parties hereto shall have any further
obligation to any other party.


                                   ARTICLE X

                            EXPENSES AND INDEMNITY


         10.1     ATTORNEYS' FEES AND OTHER FEES AND EXPENSES. Whether or not
any of the transactions contemplated by this Loan Agreement shall be
consummated, subject to the limitations set forth in subsection 10.1.1,
Borrower agrees to pay to Lender on demand all expenses incurred by Lender in
connection with the transactions contemplated hereby and in connection with any
amendments, modifications or waivers (whether or not the same become effective)
under or in respect of any of the Loan Documents, including, without
limitation:

                  10.1.1   FEES AND EXPENSES FOR PREPARATION OF LOAN DOCUMENTS.
         All expenses, disbursements (including, without limitation, charges
         for required mortgagee's title insurance, lien searches, reproduction
         of documents, long distance telephone calls and overnight express
         carriers) and reasonable attorneys' fees, actually incurred by Lender
         in connection with the (i) preparation and negotiation of the Loan
         Documents or any amendments, modifications or waivers thereto or any
         documents delivered pursuant thereto and (ii) administration of the
         Term Loan.

                  10.1.2   FEES AND EXPENSES IN ENFORCEMENT OF RIGHTS OR
         DEFENSE OF LOAN DOCUMENTS. Any expenses or other costs, including
         reasonable attorneys' fees and expert witness fees, actually incurred
         by Lender in connection with the enforcement or collection against
         Borrower or any Subsidiary of Borrower of any provision of any of the
         Loan Documents, and in connection with or arising out of any
         litigation, investigation or proceeding instituted by any Governmental
         Body or any other Person with respect to any of the Loan Documents,
         whether or not suit is instituted, including, but not limited to, such
         costs or expenses arising from the enforcement or collection against
         Borrower or any Subsidiary of Borrower of any provision of any of the
         Loan Documents in workout or restructuring, any state or federal
         bankruptcy or reorganization proceeding.

         10.2     INDEMNITY. Borrower agrees to indemnify and save Lender
harmless of and from the following:

                  10.2.1   BROKERAGE FEES. The fees, if any, of brokers and
         finders engaged by Borrower.

                  10.2.2   GENERAL. Any loss, cost, liability, damage or
         expense (including reasonable attorneys' fees and expenses) incurred
         by Lender in investigating, preparing for, defending against,
         providing evidence, producing documents or taking other action in
         respect of any commenced or threatened litigation, administrative
         proceeding, suit


                                      59
<PAGE>   66


         instituted by any Person or investigation under any law, including any
         federal securities law, the Bankruptcy Code, any relevant state
         corporate statute or any other securities law, bankruptcy law or law
         affecting creditors generally of any jurisdiction, or any regulation
         pertaining to any of the foregoing, or at common law or otherwise,
         relating, directly or indirectly, to the transactions contemplated by
         or referred to in, or any other matter related to, the Loan Documents.

                  10.2.3   OPERATION OF COLLATERAL; JOINT VENTURERS. Any loss,
         cost, liability, damage or expense (including reasonable attorneys'
         fees and expenses) incurred in connection with the ownership,
         operation or maintenance of the Collateral, the construction of Lender
         and Borrower or any Subsidiary of Borrower as having the relationship
         of joint venturers or partners or the determination that Lender has
         acted as agent for Borrower or any Subsidiary of Borrower.

                  10.2.4   ENVIRONMENTAL INDEMNITY. Any and all claims, losses,
         damages, response costs, clean-up costs and expenses suffered and/or
         incurred at any time by Lender arising out of or in any way relating
         to the existence at any time of any Hazardous Materials in, on, under,
         at, transported to or from, or used in the construction and/or
         renovation of, any of the Real Estate or Leasehold Property, or
         otherwise with respect to any Environmental Law, and/or the failure of
         Borrower or any Subsidiary of Borrower to perform its obligations and
         covenants hereunder with respect to environmental matters, including,
         but not limited to: (i) claims of any Persons for damages, penalties,
         response costs, clean-up costs, injunctive or other relief, (ii) costs
         of removal and restoration, including fees of attorneys and experts,
         and costs of reporting the existence of Hazardous Materials to any
         Governmental Body, and (iii) any expenses or obligations, including
         attorneys' fees and expert witness fees, incurred at, before and after
         any trial or other proceeding before any Governmental Body or appeal
         therefrom whether or not taxable as costs, including, without
         limitation, witness fees, deposition costs, copying and telephone
         charges and other expenses, all of which shall be paid by Borrower to
         Lender.

                  10.2.5   DISTRIBUTION TRANSACTIONS. Any and all claims,
         losses, damages and expenses suffered and/or incurred at any time by
         Lender arising out of or in any way relating to the Distribution
         Transaction Documents and the transactions contemplated thereby,
         including, without limitation, from any failure of the Distribution to
         be consummated or otherwise of full force and effect or of the
         Contribution, the Internal ISI Merger and/or the Distribution to
         qualify as a tax-free reorganization under Section 368(a)(1)(D) of the
         Code or to otherwise qualify for non-recognition treatment under the
         Code and/or the Distribution to qualify as a tax-free transaction
         described in Section 355 of the Code.


                                      60
<PAGE>   67


                                  ARTICLE XI

                              TAXES AND ILLEGALITY


         11.1     TAXES. (A) ANY AND ALL PAYMENTS BY BORROWER TO LENDER UNDER
THIS LOAN AGREEMENT SHALL BE MADE FREE AND CLEAR OF, AND WITHOUT DEDUCTION OR
WITHHOLDING FOR, ANY AND ALL PRESENT OR FUTURE TAXES, LEVIES, IMPOSTS,
DEDUCTIONS, CHARGES OR WITHHOLDINGS, AND ALL LIABILITIES WITH RESPECT THERETO,
EXCLUDING, IN THE CASE OF LENDER, SUCH TAXES (INCLUDING INCOME TAXES OR
FRANCHISE TAXES) AS ARE IMPOSED ON OR MEASURED BY LENDER'S NET INCOME BY THE
JURISDICTION UNDER THE LAWS OF WHICH SUCH LENDER, AS THE CASE MAY BE, IS
ORGANIZED OR MAINTAINS A LENDING OFFICE OR ANY POLITICAL SUBDIVISION THEREOF
(ALL SUCH NON-EXCLUDED TAXES, LEVIES, IMPOSTS, DEDUCTIONS, CHARGES,
WITHHOLDINGS AND LIABILITIES BEING HEREINAFTER REFERRED TO AS "TAXES").

         (b)      In addition, Borrower shall pay any present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Loan Agreement
or any other Loan Documents (hereinafter referred to as "Other Taxes").

         (c)      Borrower shall indemnify and hold harmless Lender for the
full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed
by any jurisdiction on amounts payable under this Section 11.1) paid by Lender
and any liability (including penalties, interest, additions to tax and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
or Other Taxes were correctly or legally asserted. Payment under this
indemnification shall be made within thirty (30) days from the date Lender
makes written demand therefor.

         (d)      If Borrower shall be required by law to deduct or withhold
any Taxes or Other Taxes from or in respect of any sum payable hereunder to
Lender, then:

                  (i)      the sum payable shall be increased as necessary so
         that after making all required deductions (including deductions
         applicable to additional sums payable under this Section 10.1) Lender
         receives an amount equal to the sum it would have received had no such
         deductions been made;

                  (ii)     Borrower shall make such deductions; and

                  (iii)    Borrower shall pay the full amount deducted to the
         relevant taxation authority or other authority in accordance with
         applicable law.

         (e)      Within thirty (30) days after the date of any payment by
Borrower of Taxes or Other Taxes, Borrower shall furnish to Lender the original
or a certified copy of a receipt evidencing payment thereof or other evidence
of payment satisfactory to Lender.


                                      61
<PAGE>   68


         (f)      If Borrower is required to pay additional amounts to Lender
pursuant to subsection 11.1(d), then Lender shall use its reasonable best
efforts (consistent with legal and regulatory restrictions) to change the
jurisdiction of its lending office so as to eliminate any such additional
payment by Borrower which may thereafter accrue if such change in the judgment
of Lender is not otherwise disadvantageous to Lender.

         11.2     INTENTIONALLY OMITTED.

         11.3     INCREASED COSTS AND REDUCTION OF RETURN. If Lender shall have
determined that:

                  (a)      the introduction of any Capital Adequacy Regulation;

                  (b)      any change in any Capital Adequacy Regulation;

                  (c)      any change in the interpretation or administration
         of any Capital Adequacy Regulation by any central bank or other
         Governmental Body charged with the interpretation or administration
         thereof; or

                  (d)      compliance by Lender (or its lending office) or any
         corporation controlling Lender, with any Capital Adequacy Regulation;

affects the amount of capital required or expected to be maintained by Lender
or any corporation controlling Lender and (taking into consideration Lender's
or such corporation's policies with respect to capital adequacy and Lender's
desired return on capital) determines that the amount of such capital is
increased as a consequence of its Commitment(s), loans, credits or obligations
under this Loan Agreement, then, within thirty (30) days of demand of Lender,
Borrower shall upon demand pay to Lender, from time to time as specified by
Lender, additional amounts sufficient to compensate Lender for such increase.

         11.4     FUNDING LOSSES. Borrower agrees to reimburse Lender and to
hold Lender harmless from any loss or expense which Lender may sustain or incur
as a consequence of:

                  (a)      the failure of Borrower to borrow the Term Loan; or

                  (b)      the failure of Borrower to make any prepayment after
         Borrower has given a notice in accordance with Section 2.8.1.

         11.5     CERTIFICATES OF LENDER. If Lender claims reimbursement or
compensation pursuant to this Article XI, Lender shall deliver to Borrower a
certificate setting forth in reasonable detail the amount payable to Lender
hereunder and such certificate shall be conclusive and binding on Borrower in
the absence of manifest error.

         11.6     SURVIVAL. The agreements and obligations of Borrower in this
Article XI shall survive the payment of all other Borrower's Obligations.


                                      62
<PAGE>   69


                                  ARTICLE XII

                                 MISCELLANEOUS


         12.1     NOTICES. All notices and communications under this Loan
Agreement shall be in writing and shall be (i) delivered in person, (ii) sent
by telecopy, or (iii) mailed, postage prepaid, either by registered or
certified mail, return receipt requested, or by overnight express carrier,
addressed in each case as follows:

To Borrower:                        c/o PracticeWorks, Inc.
                                    1765 The Exchange
                                    Suite 400
                                    Atlanta, Georgia  30339
                                    Attention:    Richard Perlman
                                    Telecopy No.: (770) 857-1300

Copy to:                            Morris, Manning & Martin, L.L.P.
                                    1600 Atlanta Financial Center
                                    3343 Peachtree Road, N.E.
                                    Atlanta, Georgia  30326-1044
                                    Attention:    Richard L. Haury, Jr., Esq.
                                    Telecopy No.: (404) 365-9532

To FINOVA:                          FINOVA Capital Corporation
                                    311 South Wacker Drive
                                    Suite 4400
                                    Chicago, Illinois  60606
                                    Attention:    Portfolio Manager
                                    Telecopy No.: (312) 322-3527

Copy to:                            FINOVA Capital Corporation
                                    1850 N. Central Avenue
                                    Phoenix, Arizona  85077
                                    Attention:    Vice President, Law
                                    Telecopy No.: (602) 207-5036

Copy to:                            Katten Muchin  Zavis
                                    525 West Monroe Street, Suite 1600
                                    Chicago, Illinois  60661
                                    Attention:    Michael A. Jacobson, Esq.
                                    Telecopy No.: (312) 902-1061


                                      63
<PAGE>   70


or to any other address or telecopy number, as to any of the parties hereto, as
such party shall designate in a written notice to the other parties hereto. All
notices sent pursuant to the terms of this Section 12.1 shall be deemed
received (i) if personally delivered, then on the Business Day of delivery,
(ii) if sent by telecopy before 2:00 p.m. Phoenix time, on the day sent if a
Business Day or if such day is not a Business Day or if sent after 2:00 p.m.
Phoenix time, then on the next Business Day, (iii) if sent by overnight,
express carrier, on the next Business Day immediately following the day sent,
or (iv) if sent by registered or certified mail, on the earlier of the fifth
(5th) Business Day following the day sent or when actually received. Any notice
by telecopy shall be followed by delivery on the next Business Day by
overnight, express carrier or by hand.

         12.2     SURVIVAL OF LOAN AGREEMENT; INDEMNITIES. All covenants,
agreements, representations and warranties made in this Loan Agreement and in
the certificates delivered pursuant hereto shall survive the making by Lender
of the Term Loan and the execution and delivery to Lender of the Term Note and
of all other Loan Documents, and shall continue in full force and effect so
long as any of Borrower's Obligations remain outstanding, unperformed or unpaid
and the Commitments have not been terminated. Notwithstanding the repayment of
all amounts due under the Loan Documents, the cancellation of the Term Note and
the release and/or cancellation of any and all of the Loan Documents or the
foreclosure of any Liens on the Collateral or the termination of the
Commitments, the obligations of Borrower to indemnify Lender with respect to
the expenses, damages, losses, costs and liabilities described in Section 10.2
shall survive until all applicable statute of limitations periods with respect
to actions which may be brought against Lender have run.

         12.3     FURTHER ASSURANCE. From time to time, Borrower shall execute
and deliver to Lender such additional documents as Lender reasonably may
require to carry out the purposes of the Loan Documents and to protect rights
of Lender thereunder, including, without limitation, using its best efforts in
the event any Collateral is to be sold to secure the approval by any
Governmental Body of any application required by such Governmental Body in
connection with such sale, and not take any action inconsistent with such sale
or the purposes of the Loan Documents.

         12.4     TAXES AND FEES. Should any tax (other than taxes based upon
the net income of any Lender), recording or filing fees become payable in
respect of any of the Loan Documents, or any amendment, modification or
supplement thereof, Borrower agrees to pay the same on demand, together with
any interest or penalties thereon attributable to any delay by Borrower in
meeting any Lender demand, and agrees to hold Lender harmless with respect
thereto.

         12.5     SEVERABILITY. In the event that any provision of this Loan
Agreement is deemed to be invalid by reason of the operation of any law, or by
reason of the interpretation placed thereon by any court or Governmental Body,
as applicable, this Loan Agreement shall be construed as not containing such
provision and the invalidity of such provision shall not affect the validity of
any other provisions hereof, and any and all other provisions hereof which
otherwise are lawful and valid shall remain in full force and effect.


                                      64
<PAGE>   71


         12.6     WAIVER. No delay on the part of Lender in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, and no
single or partial exercise of any right, power or privilege hereunder shall
preclude other or further exercise thereof, or be deemed to establish a custom
or course of dealing or performance between the parties hereto, or preclude the
exercise of any other right, power or privilege.

         12.7     MODIFICATION OF LOAN DOCUMENTS. No modification or waiver of
any provision of any of the Loan Documents shall be effective unless the same
shall be in writing and signed by Borrower and Lender, and then such waiver or
consent shall be effective only in the specific instance and for the purpose
for which given. No notice to or demand on Borrower in any case shall entitle
Borrower to any other or further notice or demand in the same, similar or other
circumstances.

         12.8     CAPTIONS. The headings in this Loan Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.

         12.9     SUCCESSORS AND ASSIGNS. This Loan Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto.

         12.10    REMEDIES CUMULATIVE. All rights and remedies of the parties
hereto, any other Loan Documents or otherwise, shall be cumulative and
non-exclusive, and may be exercised singularly or concurrently. Lender shall
not be required to prosecute collection, enforcement or other remedies against
Borrower before proceeding against any Subsidiary of Borrower or to enforce or
resort to any security, liens, collateral or other rights of Lender. One or
more successive actions may be brought against Borrower and/or any Subsidiary
of Borrower, either in the same action or in separate actions, as often as
Lender deems advisable, until all of Borrower's Obligations are paid and
performed in full and the Commitments shall have terminated.

         12.11    ENTIRE AGREEMENT; CONFLICT. This Loan Agreement and the other
Loan Documents executed prior or pursuant hereto constitute the entire
agreement among the parties hereto with respect to the transactions
contemplated hereby or thereby and supersede any prior agreements, whether
written or oral, relating to the subject matter hereof. In the event of a
conflict between the terms and conditions set forth herein and the terms and
conditions set forth in any other Loan Document, the terms and conditions set
forth herein shall govern.

         12.12    APPLICABLE LAW. THE LOAN DOCUMENTS SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS AND DECISIONS OF THE STATE OF ARIZONA.

         12.13    JURISDICTION AND VENUE. BORROWER HEREBY AGREES THAT ALL
ACTIONS OR PROCEEDINGS INITIATED BY BORROWER AND ARISING DIRECTLY OR INDIRECTLY
OUT OF THE LOAN DOCUMENTS SHALL BE


                                      65
<PAGE>   72


LITIGATED IN THE SUPERIOR COURT OF MARICOPA COUNTY, OR THE UNITED STATES
DISTRICT COURT FOR THE DISTRICT OF ARIZONA OR, IF LENDER INITIATES SUCH ACTION,
IN ADDITION TO THE FOREGOING COURTS, ANY COURT IN WHICH LENDER SHALL INITIATE
SUCH ACTION, TO THE EXTENT SUCH COURT HAS JURISDICTION. BORROWER HEREBY
EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
PROCEEDING COMMENCED BY LENDER IN ANY OF SUCH COURTS IN THE STATE OF ARIZONA.
BORROWER WAIVES ANY CLAIM THAT MARICOPA COUNTY, ARIZONA OR THE DISTRICT OF
ARIZONA IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE.
THE EXCLUSIVE CHOICE OF FORUM FOR BORROWER SET FORTH IN THIS SECTION 12.13
SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT BY OR LENDER OF ANY JUDGMENT
OBTAINED IN ANY OTHER FORUM TO THE EXTENT SUCH FORUM HAS JURISDICTION OR THE
TAKING BY LENDER OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER JURISDICTION
PERMITTED BY LAW, AND BORROWER HEREBY WAIVES THE RIGHT TO COLLATERALLY ATTACK
ANY SUCH JUDGMENT OR ACTION.

         12.14    WAIVER OF RIGHT TO JURY TRIAL. LENDER AND BORROWER
ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER ANY OF THE
LOAN DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED THEREBY WOULD
BE BASED UPON DIFFICULT AND COMPLEX ISSUES AND, THEREFORE, THE PARTIES AGREE
THAT ANY LAWSUIT ARISING OUT OF ANY SUCH CONTROVERSY WILL BE TRIED IN A COURT
OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

         12.15    TIME OF ESSENCE. TIME IS OF THE ESSENCE FOR THE PERFORMANCE
BY BORROWER OF THE OBLIGATIONS SET FORTH IN THIS LOAN AGREEMENT AND THE OTHER
LOAN DOCUMENTS.

         12.16    ESTOPPEL CERTIFICATE. Within fifteen (15) days after Lender
requests Borrower to do so, Borrower will execute and deliver to Lender a
statement certifying (i) that this Loan Agreement is in full force and effect
and has not been modified except as described in such statement, (ii) the date
to which interest and principal on the Term Note have been paid, (iii) the
Principal Balance, (iv) whether or not to its knowledge an Incipient Default or
Event of Default has occurred and is continuing, and, if so, specifying in
reasonable detail each such Incipient Default or Event of Default of which they
have knowledge, (v) whether to its knowledge Borrower has any defense, setoff
or counterclaim to the payment of the Term Note in accordance with its terms,
and, if so, specifying each defense, setoff or counterclaim of which they have
knowledge in reasonable detail (including where applicable the amount thereof),
and (vi) as to any other matter reasonably requested by Lender.


                                      66
<PAGE>   73


         12.17    CONSEQUENTIAL DAMAGES. Neither Lender nor any agent or
attorney of Lender shall be liable to Borrower or any Subsidiary of Borrower
for consequential damages arising from any breach of contract, tort or other
wrong relating to the establishment, administration or collection of the
Borrower's Obligations.

         12.18    COUNTERPARTS. This Loan Agreement may be executed by the
parties hereto in several counterparts and each such counterpart shall be
deemed to be an original, but all such counterparts shall together constitute
one and the same agreement.

         12.19    NO FIDUCIARY RELATIONSHIP. No provision in this Loan
Agreement or in any other Loan Document, and no course of dealing among the
parties hereto, shall be deemed to create any fiduciary duty by Lender to
Borrower or its Subsidiaries.

         12.20    NOTICE OF BREACH BY LENDER. Borrower agrees to give Lender
written notice of (i) any action or inaction by Lender or any agent or attorney
of Lender in connection with the Loan Documents that may be actionable against
Lender or any agent or attorney of Lender or (ii) any defense to the payment of
Borrower's Obligations for any reason, including, but not limited to,
commission of a tort or violation of any contractual duty implied by law.

         12.21    UNWIND AGREEMENT. If for any reason at any time the
Distribution shall fail, shall fail to be consummated or shall be unwound,
terminated, repealed or otherwise not of full force and effect, then the
Borrower agrees, and agrees to cause its Subsidiaries, to (a) take such action
as Lender may require, if any, in its sole and absolute discretion, to unwind
or otherwise amend and modify the transactions contemplated by this Loan
Agreement, the other Loan Documents and/or the Related Transaction Documents
and/or otherwise evidenced by the Existing FINOVA Loan Agreement and (b)
execute and deliver such agreements, documents and instruments, and procure the
issuance of such legal opinions, in each case as Lender may require in its sole
and absolute discretion. The Borrowers acknowledges that the agreements and
covenants contained in this Section 12.21 constitute a material inducement to
Lender's agreement to execute and deliver, and consent to the transactions
contemplated by, this Loan Agreement and the other Loan Documents. All costs,
expenses and fees incurred by Lender and its representatives under this Section
12.21 shall be borne solely by the Borrower and shall be due and payable by
Borrower to Lender on demand. The failure of Borrower or any Subsidiary of
Borrower, or any debtor, guarantor, borrower or other obligor under the
Existing FINOVA Loan Agreement, to comply with the terms and conditions of this
Section 12.21 shall constitute an immediate Event of Default, without further
action or notice by or on behalf of Lender or any other Person.

         IN WITNESS WHEREOF, this Loan Agreement has been executed and
delivered by each of the parties hereto by a duly authorized officer of each
such party on the date first set forth above.


                                      67
<PAGE>   74


                                    PRACTICEWORKS, INC., a Delaware corporation


                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                         A duly authorized officer of Borrower

                                    FEIN:    52-2259090

                                    Wire Transfer Instructions:

                                    c/o
                                       ----------------------------------------

                                       -------------------------------, -------
                                    Account No.
                                               --------------------------------
                                    ABA No.
                                           ------------------------------------



                                    FINOVA CAPITAL CORPORATION, a Delaware
                                    corporation


                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                         Vice President


                                      68