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                                                                  EXHIBIT 10.24


                               PROTECTIVE WARRANT

     THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
     OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE
     UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
     AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
     PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
     PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
     OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
     REGISTRATION. THE HOLDER OF THIS CERTIFICATE IS THE BENEFICIARY OF CERTAIN
     OBLIGATIONS OF THE COMPANY SET FORTH IN A STOCK PURCHASE AGREEMENT, DATED
     AS OF JANUARY __, 2001, BETWEEN PRACTICEWORKS, INC. AND CRESCENT
     INTERNATIONAL LTD. A COPY OF THE PORTION OF THE AFORESAID AGREEMENT
     EVIDENCING SUCH OBLIGATIONS MAY BE OBTAINED FROM PRACTICEWORKS, INC.'S
     EXECUTIVE OFFICES.


         Warrant to Purchase Shares of Common Stock of PracticeWorks, Inc.
(hereinafter a "Protective Warrant"), up to a total number determined in
accordance with Section 2(b) hereof.

         PracticeWorks, Inc., an entity organized and existing under the laws
of the State of Delaware (the "Company"), hereby agrees that Crescent
International Ltd. (the "Investor") or any other Warrant Holder is entitled, on
the terms and conditions set forth below, to purchase from the Company at any
time during the Exercise Period (as defined below) up to a total number,
determined in accordance with Section 2(b) hereof, of fully paid and
nonassessable shares of Common Stock, par value $0.01 per share, of the Company
(the "Common Stock"), as the same may be adjusted from time to time pursuant to
Section 7 hereof, at the Exercise Price (as defined below), as the same may be
adjusted pursuant to Section 7 hereof. The resale of the shares of Common Stock
or other securities issuable upon exercise or exchange of this Protective
Warrant is subject to the provisions of the Registration Rights Agreement (as
defined below).

         Section 1.        Definitions.

                  "Aggregate Exercise Price" shall mean, with respect to any
exercise (in whole or in part) of this Protective Warrant, the Exercise Price
multiplied by the total number of shares of Common Stock for which this
Protective Warrant is being exercised.

                  "Agreement" shall mean the Stock Purchase Agreement, dated as
of January __, 2001, between the Company and the Investor.


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                  "Capital Shares" shall mean the Common Stock and any shares
of any other class of common stock whether now or hereafter authorized, having
the right to participate in the distribution of dividends (as and when
declared) or assets (upon liquidation of the Company).

                  "Cash-Out Price" shall mean, with respect to any exercise (in
whole or in part) of this Protective Warrant, the product of (x) the Bid Price
of one share of Common Stock on the Trading Day immediately preceding the
Exercise Date multiplied by (y) the number of shares of Common Stock for which
the Company elects the Cash-Out Option.

                  "Exercise Date" shall mean with respect to any exercise (in
whole or in part) of this Protective Warrant either (i) the date this
Protective Warrant, the Exercise Notice and the Aggregate Exercise Price are
received by the Company or (ii) the date advanced copy of the Exercise Notice
is sent by facsimile to the Company, provided that this Protective Warrant, the
original Exercise Notice, and the Aggregate Exercise Price are received by the
Company within five Trading Days thereafter and provided further that if this
Protective Warrant the original Exercise Notice and the Aggregate Exercise
Price are not received within five Trading Days in accordance with clause (ii)
above, the Exercise Date for this clause (ii) shall be the date that the
Company receives this Protective Warrant, the original Exercise Notice and the
Aggregate Exercise Price.

                  "Exercise Notice" shall mean with respect to any exercise (in
whole or in part) of this Protective Warrant the exercise form attached hereto
as Exhibit A, duly executed by the Warrant Holder.

                  "Exercise Period" shall mean the period beginning on the
Effective Date applicable to the corresponding Sale and continuing until the
two-year period thereafter; provided that such period shall be extended one day
for each day after such Effective Date, that any Registration Statement is not
effective during the period the Registration Statement is required to be
effective pursuant to the Registration Rights Agreement.

                  "Exercise Price" as of the date hereof shall mean $0.01 per
share of Common Stock, subject to the adjustments provided for in Section 7 of
this Protective Warrant.

                  "Per Share Protective Warrant Value" shall mean, with respect
to any exercise (in whole or in part) of this Protective Warrant, the
difference resulting from subtracting the Exercise Price from the Bid Price of
one share of Common Stock on the Trading Day immediately preceding the Exercise
Date.

                  "Registration Rights Agreement" shall mean the registration
rights agreement, dated January __, 2001 between the Company and the Investor.

                  "Warrant Holder" shall mean the Investor or any assignee or
transferee of all or any portion of this Protective Warrant.

                  Other capitalized terms used but not defined herein shall
have their respective meanings set forth in the Agreement.


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         Section 2.        Exercisability.

                  (a) Timing. If the Purchase Price on the Effective Date
applicable to the corresponding Sale is lower than the Purchase Price on the
Sale Date with respect to such Sale, this Protective Warrant shall become
immediately exercisable, subject to clause (c) below.

                  (b) Number of Shares. The number of shares of Common Stock
for which this Protective Warrant is exercisable (the "Protective Warrant
Shares") shall be determined by subtracting (x) the Investment Amount with
respect to the applicable Sale divided by the Purchase Price on the Sale Date
from (y) the Investment Amount with respect to the applicable Sale divided by
the Purchase Price on the Effective Date applicable to the Sale Date.

                  (c) Cash Payment in Lieu of Issuance of Shares. In the event
that the Warrant Holder exercises this Protective Warrant (in whole or in part)
in accordance with Section 3 hereof, then the Company may, in lieu of issuing
shares of Common Stock pursuant to such exercise, pay to the Investor the
Cash-Out Price for any or all of the shares of Common Stock purchasable by the
Investor through the exercise of this Protective Warrant (such payment, the
"Cash-Out Option"). For avoidance of doubt, the Company may elect such Cash-Out
Option in the event that, inter alia, the number of Protective Warrant Shares
plus the number of First Sale Shares and Subsequent Sale Shares exceeds the
number of shares registered pursuant to Section 1.1(a) of the Registration
Rights Agreement.

                  (d) Notice of Cash Payment in Lieu of Issuance of Shares. In
the event that the Company elects the "Cash-Out Option" the Company shall
promptly give notice to the Investor of such election on the Trading Day
following surrender of the items described in Section 3(a)(i) or delivery by
facsimile of the Exercise Notice described in Section 3(a)(ii). Such notice
from the Company shall set forth the number of shares of Common Stock for which
the Company elects the Cash-Out Option.

                  (e) Method of Cash-Out; Effect of Cash-Out. In the event that
the Company elects the Cash-Out Option, then in lieu of delivering stock
certificates as provided in Section 5 hereof, the Company shall deliver by wire
transfer of immediately available funds to an account designated by the
Investor as soon as practicable after delivery by the Company of notice of its
election of the Cash-Out Option and in any event within two Trading Days
thereafter, the Cash-Out Price for any and all shares of Common Stock for which
the Company elects the Cash-Out Option.

         Section 3.        Exercise; Cashless Exercise.

                  (a) Method of Exercise. This Protective Warrant may be
exercised in whole or in part (but not as to a fractional share of Common
Stock), at any time and from time to time during the Exercise Period, by the
Warrant Holder by (i) the surrender of this Protective Warrant, the Exercise
Notice and the Aggregate Exercise Price to the Company at the address set forth
in Section 12 hereof or (ii) the delivery by facsimile of an executed and
completed Exercise Notice to the Company and delivery to the Company within
five Trading Days thereafter of this Protective Warrant, the original Exercise
Notice and the Aggregate Exercise Price.


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                  (b) Payment of Aggregate Exercise Price. Subject to paragraph
(c) below, payment of the Aggregate Exercise Price shall be made by check or
bank draft payable to the order of the Company or by wire transfer to an
account designated by the Company. If the amount of the payment received by the
Company is less than the Aggregate Exercise Price, the Warrant Holder will be
notified of the deficiency and shall make payment in that amount within five
Trading Days of such notice. In the event the payment exceeds the Aggregate
Exercise Price, the Company will refund the excess to the Warrant Holder within
three Trading Days of both the receipt of such payment and the knowledge of
such excess.

                  (c) Cashless Exercise. As an alternative to payment of the
Aggregate Exercise Price in accordance with Section 3(b) above, the Warrant
Holder may elect to effect a cashless exercise by so indicating on the Exercise
Notice and including a calculation of the number of shares of Common Stock to
be issued upon such exercise in accordance with the terms hereof (a "Cashless
Exercise"). In the event of a Cashless Exercise, the Warrant Holder shall
surrender this Protective Warrant for that number of shares of Common Stock
determined by (i) multiplying the number of Protective Warrant Shares for which
this Protective Warrant is being exercised by the Per Share Protective Warrant
Value and (ii) dividing the product by the Bid Price of one share of the Common
Stock on the Trading Day immediately preceding the Exercise Date.

                  (d) Replacement Protective Warrant. In the event that the
Protective Warrant is not exercised in full, the number of Protective Warrant
Shares shall be reduced by the number of such Protective Warrant Shares for
which this Protective Warrant is exercised, and the Company, at its expense,
shall forthwith issue and deliver to the Warrant Holder a new Protective
Warrant of like tenor in the name of the Warrant Holder or as the Warrant
Holder may request, reflecting such adjusted number of Protective Warrant
Shares.

         Section 4.        Ten Percent Limitation. At no time may the Warrant
Holder exercise this Protective Warrant such that the number of Protective
Warrant Shares to be received pursuant to such exercise aggregated with all
other shares of Common Stock then owned by the Warrant Holder beneficially or
deemed beneficially owned (as such term is defined in Rule 13(d) under the
Exchange Act) by the Warrant Holder and its affiliates would result in the
Warrant Holder and its affiliates owning more than 9.9% of all of such Common
Stock as would be outstanding on such Exercise Date, as determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder.

         Section 5.        Delivery of Stock Certificates.

                  (a) Subject to the terms and conditions of this Protective
Warrant, as soon as practicable after the exercise of this Protective Warrant
in full or in part, and in any event within five Trading Days thereafter, the
Company at its expense (including, without limitation, the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the Warrant Holder, or as the Warrant Holder lawfully may direct, a certificate
or certificates for the number of validly issued, fully paid and non-assessable
Protective Warrant Shares to which the Warrant Holder shall be entitled on such
exercise, together with any other stock or other securities or property
(including cash, where applicable) to which the Warrant Holder is entitled upon
such exercise in accordance with the provisions hereof; provided, however, that


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any such delivery to a location outside of the United States also shall be made
within five Trading Days after the exercise of this Protective Warrant in full
or in part.

                  (b) This Protective Warrant may not be exercised as to
fractional shares of Common Stock. In the event that the exercise of this
Protective Warrant, in full or in part, would result in the right to acquire
any fractional share of Common Stock, then in such event such fractional share
shall be considered a whole share of Common Stock and shall be added to the
number of Protective Warrant Shares issuable to the Investor upon exercise of
this Protective Warrant.

         Section 6.        Representations, Warranties and Covenants of the
Company.

                  (a) The Company shall take all necessary action and
proceedings as may be required and permitted by applicable law, rule and
regulation for the legal and valid issuance of this Protective Warrant and the
Protective Warrant Shares to the Warrant Holder.

                  (b) At all times during the Exercise Period, the Company
shall take all steps reasonably necessary and within its control to insure that
the Common Stock remains listed or quoted on the Principal Market.

                  (c) The Protective Warrant Shares, when issued in accordance
with the terms hereof, will be duly authorized and, when paid for or issued in
accordance with the terms hereof, shall be validly issued, fully paid and
non-assessable.

                  (d) The Company has authorized and reserved for issuance to
the Warrant Holder the requisite number of shares of Common Stock to be issued
pursuant to this Protective Warrant. The Company at all times shall reserve and
keep available, solely for issuance and delivery as Protective Warrant Shares
hereunder, such shares of Common Stock as from time to time shall be issuable
as Protective Warrant Shares, and accordingly shall adjust the number of such
shares of Common Stock promptly upon the occurrence of any of the events
specified in Section 7 hereof.

         Section 7.        Adjustment of the Exercise Price. The Exercise Price
and, accordingly, the number of Protective Warrant Shares issuable upon
exercise of the Protective Warrant, shall be subject to adjustment from time to
time upon the happening of certain events as follows:

                  (a) Reclassification, Consolidation, Merger or Mandatory
Share Exchange; Sale, Transfer or Lease of Assets. If the Company, at any time
while this Protective Warrant is unexpired and not exercised in full, (i)
reclassifies or changes its Outstanding Capital Shares (other than a change in
par value, or from par value to no par value per share, or from no par value
per share to par value, or as a result of a subdivision or combination of
outstanding securities issuable upon exercise of this Protective Warrant) or
(ii) consolidates, merges or effects a mandatory share exchange (x) with or
into another corporation (other than a merger or mandatory share exchange with
another corporation in which the Company is a continuing corporation and that
does not result in any reclassification or change, other than a change in par
value, or from par value to no par value per share, or from no par value per
share to par value) or (y) as a result of a subdivision or combination of
Outstanding Capital Shares issuable upon exercise of this Protective Warrant or
(iii) sells, transfers or leases all or substantially all of its


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assets, then in any such event the Company, or such successor or purchasing
corporation, as the case may be, shall, without payment by the Warrant Holder
of any additional consideration therefor amend this Protective Warrant or issue
a new warrant providing that the Warrant Holder shall have rights not less
favorable to the Warrant Holder than those then applicable to this Protective
Warrant and to receive upon exercise under such amendment of this Protective
Warrant or new warrant, in lieu of each share of Common Stock theretofore
issuable upon exercise of this Protective Warrant hereunder, the kind and
amount of shares of stock, other securities, money or property receivable upon
such reclassification, change, consolidation, merger, mandatory share exchange,
lease, sale or transfer by the holder of one share of Common Stock issuable
upon exercise of this Protective Warrant had this Protective Warrant been
exercised immediately prior to such reclassification, change, consolidation,
merger, mandatory share exchange or sale or transfer (without giving effect to
the limitation on ownership set forth in Section 4 hereof) and an appropriate
provision for the foregoing shall be made by the Company as part of any such
event. Such amended Protective Warrant or new warrant shall provide for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 7. The provisions of this Section 7(a)
shall similarly apply to successive reclassifications, changes, consolidations,
mergers, mandatory share exchanges, sales, transfers and leases.

                  (b) Subdivision or Combination of Shares; Stock Dividends. If
the Company, at any time while this Protective Warrant is unexpired and not
exercised in full, shall subdivide its Common Stock, combine its Common Stock,
pay a dividend in its Capital Shares, or make any other distribution of its
Capital Shares, then the Exercise Price shall be adjusted, as of the date the
Company shall take a record of the holders of its Capital Shares for the
purpose of effecting such subdivision, combination or dividend or other
distribution (or if no such record is taken, as of the effective date of such
subdivision, combination, dividend or other distribution), to that price
determined by multiplying the Exercise Price in effect immediately prior to
such subdivision, combination, dividend or other distribution by a fraction:

                           (i)      the numerator of which shall be the total
number of Outstanding Capital Shares immediately prior to such subdivision,
combination, dividend or other distribution, and

                           (ii)     the denominator of which shall be the total
number of Outstanding Capital Shares immediately after such subdivision,
combination, dividend or other distribution. The provisions of this Section
7(b) shall not apply under any of the circumstances for which an adjustment is
made pursuant to Section 7(a).

                  (c) Liquidating Dividends, Etc. If the Company, at any time
while this Protective Warrant is unexpired and not exercised in full, makes a
distribution of its assets or evidences of indebtedness to the holders of its
Capital Shares as a dividend in liquidation or by way of return of capital or
other than as a dividend payable out of earnings or surplus legally available
for dividends under applicable law or any distribution to such holders made in
respect of the sale of all or substantially all of the Company's assets, or any
spin-off of any of the Company's lines of business, divisions or subsidiaries
(other than under the circumstances provided for in the foregoing subsections
(a) and (b)), then the Warrant Holder shall be entitled to receive upon such
exercise of the Protective Warrant in addition to the Protective Warrant Shares
receivable in


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connection therewith, and without payment of any consideration other than the
Exercise Price, an amount in cash equal to the value of such distribution per
Capital Share multiplied by the number of Protective Warrant Shares that, on
the record date for such distribution, are issuable upon such exercise of the
Protective Warrant (without giving effect to the limitation on ownership set
forth in Section 4 hereof), and an appropriate provision therefor shall be made
by the Company as part of any such distribution. No further adjustment shall be
made following any event that causes a subsequent adjustment in the number of
Protective Warrant Shares issuable. The value of a distribution that is paid in
other than cash shall be determined in good faith by the Board of Directors of
the Company.

                  (d) Adjustment of Number of Shares. Upon each adjustment of
the Exercise Price pursuant to any provisions of this Section 7, the number of
Protective Warrant Shares issuable hereunder at the option of the Warrant
Holder shall be calculated, to the nearest one hundredth of a whole share,
multiplying the number of Protective Warrant Shares issuable prior to an
adjustment by a fraction:

                           (i)      the numerator of which shall be the
Exercise Price before any adjustment pursuant to this Section 7; and

                           (ii)     the denominator of which shall be the
Exercise Price after such adjustment.

                  (e) Other Action Affecting Capital Shares. In the event after
the date hereof the Company shall take any action affecting the number of
Outstanding Capital Shares, other than an action specifically described in any
of the foregoing subsections (a) through (c) hereof, inclusive, (including
without limitation a subdivision or combination of Common Stock, or the payment
of a dividend in its Capital Shares or any other distribution), that in the
reasonable opinion of the Warrant Holder would have a materially adverse effect
upon the rights of the Warrant Holder at the time of exercise of the Protective
Warrant, the Exercise Price shall be adjusted in such manner and at such time
as the Board of Directors on the advice of the Company's independent public
accountants shall in good faith determine to be equitable in the circumstances.

                  (f) Notice of Certain Actions. In the event the Company
shall, at a time while the Protective Warrant is unexpired and outstanding,
take any action pursuant to subsections (a) through (e) of this Section 7 that
may result in an adjustment of the Exercise Price, the Company shall notify the
Warrant Holder of such action 10 days in advance of its effective date in order
to afford to the Warrant Holder an opportunity to exercise the Protective
Warrant prior to such action becoming effective.

                  (g) Notice of Adjustments. Whenever the Exercise Price or
number of Protective Warrant Shares shall be adjusted pursuant to Section 7
hereof, the Company shall promptly deliver by facsimile with the original
delivered by express courier service in accordance with Section 12 hereof; a
certificate, which shall be signed by the Company's President or a Vice
President and by its Treasurer or Assistant Treasurer or its Secretary or
Assistant Secretary, setting forth in reasonable detail the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Company's
Board of Directors made any determination


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hereunder), and the Exercise Price and number of Protective Warrant Shares
purchasable at that Exercise Price after giving effect to such adjustment.

         Section 8.        No Impairment. The Company will not, by amendment of
its Certificate or By-Laws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Protective Warrant, but will at all times in good faith
assist in the carrying out of all such terms and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the
Warrant Holder against impairment. Without limiting the generality of the
foregoing, the Company (a) will not increase the par value of any Protective
Warrant Shares above the amount payable therefor on such exercise, and (b) will
take all such action as may be reasonably necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Protective Warrant Shares on the exercise of this Protective Warrant.

         Section 9.        Rights As Stockholder. Prior to exercise of this
Protective Warrant and except as provided in Section 7 hereof, the Warrant
Holder shall not be entitled to any rights as a stockholder of the Company with
respect to the Protective Warrant Shares, including (without limitation) the
right to vote such shares, receive dividends or other distributions thereon or
be notified of stockholder meetings. However, in the event of any taking by the
Company of a record of the holders of any class of securities for the purpose
of determining the holders thereof who are entitled to receive any dividend
(other than a cash dividend) or other distribution, any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, the Company shall mail
to each Warrant Holder, at least ten days prior to the date specified therein,
a notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and character
of such dividend, distribution or right.

         Section 10.       Replacement of Protective Warrant. Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of the Protective Warrant and, in the case of any such loss,
theft or destruction of the Protective Warrant, upon delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company
or, in the case of any such mutilation, on surrender and cancellation of such
Protective Warrant, the Company at its expense will execute and deliver, in
lieu thereof, a new Protective Warrant of like tenor.

         Section 11.       Restricted Securities.

                  (a) Registration or Exemption Required. This Protective
Warrant has been issued in a transaction exempt from the registration
requirements of the Securities Act in reliance upon Section 4(2) of the
Securities Act. This Protective Warrant and the Protective Warrant Shares
issuable upon exercise of this Protective Warrant may not be resold except
pursuant to an effective registration statement or an exemption to the
registration requirements of the Securities Act and applicable state laws.


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                  (b) Legend. Any replacement Protective Warrants issued
pursuant to Section 2 hereof and any Protective Warrant Shares issued upon
exercise hereof, shall bear the following legend:

                  "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
                  (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES
                  LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM
                  THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
                  OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST
                  OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
                  TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE
                  DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A
                  TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
                  REGISTRATION. THE HOLDER OF THIS CERTIFICATE IS THE
                  BENEFICIARY OF CERTAIN OBLIGATIONS OF THE COMPANY SET FORTH
                  IN A STOCK PURCHASE AGREEMENT, DATED AS OF JANUARY __, 2001,
                  BETWEEN PRACTICEWORKS, INC. AND CRESCENT INTERNATIONAL LTD. A
                  COPY OF THE PORTION OF THE AFORESAID AGREEMENT EVIDENCING
                  SUCH OBLIGATIONS MAY BE OBTAINED FROM THE PRACTICEWORKS,
                  INC.'S EXECUTIVE OFFICES."

                      Removal of such legend shall be in accordance with the
     legend removal provisions in the Agreement.

                  (c) No Other Legend or Stock Transfer Restrictions. No legend
other than the one specified in paragraph (b) of this Section 11 has been or
shall be placed on the share certificates representing the Protective Warrant
Shares and no instructions or "stop transfer orders," so called, "stock
transfer restrictions" or other restrictions have been or shall be given to the
Company's transfer agent with respect thereto other than as expressly set forth
in this Section 11.

                  (d) Assignment. Assuming the conditions of Section 11(a)
above regarding registration or exemption have been satisfied, the Warrant
Holder may sell, transfer, assign, pledge or otherwise dispose of this
Protective Warrant, in whole or in part. The Warrant Holder shall deliver a
written notice to the Company substantially in the form of the assignment form
attached hereto as Exhibit B (the "Assignment Notice"), indicating the person
or persons to whom this Protective Warrant shall be assigned and the respective
number of warrants to be assigned to each assignee. The Company shall effect
the assignment within ten (10) days of receipt of such Assignment Notice, and
shall deliver to the assignee(s) designated by the Warrant Holder a Protective
Warrant or Protective Warrants of like tenor and terms for the specified number
of shares.


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                  (e) Investor's Compliance. Nothing in this Section 11 shall
affect in any way the Investor's obligations under any agreement to comply with
all applicable securities laws upon resale of the Common Stock.

         Section 12.       Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and shall be deemed duly given (i) upon delivery if hand delivered at
the address designated below (if delivered on a business day during normal
business hours where such notice is to be received) or the first business day
following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received), (ii) on the fifth
business day after deposit into the mail, if deposited in the mail, registered
or certified, return receipt requested, postage prepaid, addressed to the
address designated below, (iii) upon delivery delivered by reputable express
courier service to the address designated below, or (iv) upon confirmation of
transmission if transmitted by facsimile to the facsimile number designated
below (if delivered on a business day during normal business hours where such
notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where
such notice is to be received). The addresses and facsimile numbers for such
communications shall be:

         if to the Company:

                           PracticeWorks, Inc.
                           1765 The Exchange, Suite 300
                           Atlanta, GA 30339
                           Attention:     Richard E. Perlman
                           Telephone:     (770) 850-5006
                           Facsimile:     (770) 857-1300

         with a copy (which shall not constitute notice) to:

                           King & Spalding
                           191 Peachtree Street
                           Atlanta, GA 30303
                           Attention:     John J. Kelley III
                           Telephone:     (404) 572-4600
                           Facsimile:     (404) 572-5100

         if to the Investor:

                           Crescent International Ltd.
                           c/o GreenLight (Switzerland) SA
                           84, av Louis-Casai
                           P.O. Box 42
                           1216 Geneva, Cointrin
                           Switzerland
                           Attention:     Mel Craw/Maxi Brezzi
                           Telephone:     +41 22 791 71 69
                           Facsimile:     +41 22 929 53 94


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         with a copy (which shall not constitute notice) to:

                       Clifford Chance Rogers & Wells LLP
                       200 Park Avenue
                       New York, NY  10166
                       Attention:  Sara P. Hanks, Esq./Earl S. Zimmerman, Esq.
                       Telephone:     (212) 878-8000
                       Facsimile:     (212) 878-8375

                  Either party hereto may from time to time change its address
or facsimile number for notices under this Section 12 by giving at least ten
(10) days' prior written notice of such changed address or facsimile number to
the other party hereto.

         Section 13.       Miscellaneous. This Protective Warrant and any term
hereof may be changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of such change,
waiver, discharge or termination is sought. The headings in this Protective
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.


                                      11
<PAGE>   12


                  IN WITNESS WHEREOF, this Protective Warrant was duly executed
by the undersigned, thereunto duly authorized, as of the date first set forth
above.



PRACTICEWORKS, INC.


By:
   ----------------------------------------
   Name:
   Title:



Attested:


By:
   ----------------------------------------
   Name:
   Title: Secretary


                                      12
<PAGE>   13


                      EXHIBIT A TO THE PROTECTIVE WARRANT

                                 EXERCISE FORM

                              PRACTICEWORKS, INC.

The undersigned (the "Registered Holder") hereby irrevocably exercises the
right to purchase __________________ shares of Common Stock of PracticeWorks,
Inc., an entity organized and existing under the laws of the State of Delaware
(the "Company"), evidenced by the attached Protective Warrant, and herewith
makes payment of the Exercise Price with respect to such shares in full in the
form of (check the appropriate box) (i) Ycash or certified check in the
amount of $________; (ii) Ywire transfer to the Company's account at
__________________, _________, _________ (Account No.:_________); or (iii)
Y______ Protective Warrant Shares, which represent the amount of
Protective Warrant Shares as provided in the attached Protective Warrant to be
canceled in connection with such exercise, all in accordance with the
conditions and provisions of said Protective Warrant.

The undersigned requests that stock certificates for such Protective Warrant
Shares be issued, and a Protective Warrant representing any unexercised portion
hereof be issued, pursuant to this Protective Warrant in the name of the
registered Registered Holder and delivered to the undersigned at the address
set forth below.



Dated:
      -------------------------------------


-------------------------------------------
Signature of Registered Holder


-------------------------------------------
Name of Registered Holder (Print)




-------------------------------------------
Address


<PAGE>   14


                                     NOTICE


         The signature to the foregoing Exercise Form must correspond to the
name as written upon the face of the attached Protective Warrant in every
particular, without alteration or enlargement or any change whatsoever.


<PAGE>   15


                      EXHIBIT B TO THE PROTECTIVE WARRANT

                                   ASSIGNMENT


         (To be executed by the registered Warrant Holder (the "Registered
Holder") desiring to transfer the Protective Warrant, in whole or in part.)


         FOR VALUED RECEIVED, the undersigned Warrant Holder of the attached
Protective Warrant hereby sells, assigns or transfers unto the person(s) named
below (the "Assignee") the right to purchase ______________ shares of the Common
Stock of PracticeWorks, Inc. evidenced by the attached Protective Warrant and
does hereby irrevocably constitute and appoint _____________________ (attorney)
to transfer the number of shares specified of the said Protective Warrant on the
books of the Company, with full power of substitution in the premises.

         The undersigned requests that such Protective Warrant be issued, and a
Protective Warrant representing any unsold, unassigned or non-transferred
portion hereof be issued, pursuant to this Protective Warrant in the name of
the Registered Holder and delivered to the undersigned at the address set forth
below.



Dated:
      -------------------------------------


-------------------------------------------
Signature of Registered Holder


-------------------------------------------
Name of Registered Holder (Print)




-------------------------------------------
Address of Registered Holder


-------------------------------------------
Name of Assignee (Print)




-------------------------------------------
Address of Assignee (including zip code number)


<PAGE>   16


Fill in for new Registration of Protective Warrant:



-----------------------------------------
Name

-----------------------------------------
Address

-----------------------------------------
Please print name and address of assignee
     (including zip code number)


<PAGE>   17


                                     NOTICE


         The signature to the foregoing Assignment must correspond to the name
as written upon the face of the attached Protective Warrant in every
particular, without alteration or enlargement or any change whatsoever.