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                                                                  EXHIBIT 10.3

                                SECOND AMENDMENT
                                       TO
                     AMENDED AND RESTATED CREDIT AGREEMENT

         This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the
"Second Amendment" or "Agreement") is entered into as of August 11, 2000 (the
"Effective Date"), by and between Caredata.com, Inc. (f/k/a Medirisk, Inc.), a
Delaware corporation (the "Borrower"), and Bank of America, N.A. (f/k/a
NationsBank, N.A.) (the "Lender").

                                    RECITALS

         WHEREAS, the Borrower and the Lender are parties to that certain
Amended and Restated Credit Agreement dated as of June 29, 1998, as amended by
that certain First Amendment (the "First Amendment") to Amended and Restated
Credit Agreement dated as of May 12, 2000 (as the same may be further amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"); and

         WHEREAS, as a result of the maturity of the Revolving Loans and
certain defaults under Sections 1.3 and 6.14 of the Credit Agreement occurring
on or before the Effective Date (the "Payment Defaults"), the Borrower and
Lender executed a Letter Agreement dated July 14, 2000 in which the Maturity
Date for the Revolving Loans was extended to July 28, 2000; and

         WHEREAS, all Subsidiaries of Borrower have guaranteed full payment and
performance of all Obligations through the execution of Subsidiary Guaranties;
and

         WHEREAS, the Borrower has requested, and the Lender has agreed,
subject to the terms and conditions contained herein, to waive the Payment
Defaults and to amend the Credit Agreement in order to, among other things,
further extend the Maturity Date as stated herein.

                             STATEMENT OF AGREEMENT

         NOW THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:

         1.       Definitions. All capitalized terms not defined herein shall
have the meanings ascribed thereto in the Credit Agreement (as amended by this
Second Amendment) and in the Loan Documents (as defined in the Credit
Agreement) except as otherwise defined or limited herein.

         2.       Amendment to Credit Agreement. With the consent of all the
signatories hereto, including without limitation each party to any of the
Security Documents, and subject to the satisfaction of all terms and conditions
of this Second Amendment, the Borrower and the Lender agree that, in compliance
with the terms of Section 8.12 of the Credit Agreement, the Credit Agreement is
hereby amended as follows:


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         (a)      Section 1.1 is amended in its entirety so that it reads as
         follows:

                  Section 1.1       Extensions of Credit.

                           (a)      Revolving Loans. The Borrower acknowledges
                           that as of the Effective Date, $27,190,000 is
                           outstanding under the Revolving Loans. If at any
                           time, the Revolving Loans exceed any applicable
                           limitation set forth in this Agreement, such
                           Revolving Loans shall nevertheless constitute
                           Obligations that are secured by, and the repayment
                           of which is guarantied by, as applicable, the
                           Security Documents and are entitled to all benefits
                           thereof. In no event, however, shall the Company
                           have the right to receive any Advances or Revolving
                           Loans from and after the Effective Date.
                           Notwithstanding anything contained in this Agreement
                           to the contrary, all Revolving Loans or other
                           Advances (other than amounts outstanding under the
                           Completion Fee Note) in an aggregate principal
                           amount in excess of the Revolving Loan Limit, shall
                           be payable ON DEMAND.

                           (b)      LIBOR Advances. No LIBOR Advances shall be
                           made or remain outstanding after the Effective Date.
                           As of the Effective Date, all LIBOR Advances not
                           theretofore converted to Base Rate Advances shall be
                           deemed prepaid on the Effective Date and converted
                           to Base Rate Advances, and the Borrower shall pay to
                           the Lender such amounts to which the Lender may be
                           entitled under Section 1.8 in connection with such
                           prepayment. From and after the Effective Date, all
                           Revolving Loans, Advances and any Overadvances shall
                           constitute Base Rate Advances.

                  (b)      A new Section 1.1A is hereby added to the Credit
         Agreement immediately following Section 1.1, which shall read as
         follows:

                           Section 1.1A. Completion Fee Obligations. The
                  Borrower hereby acknowledges and reaffirms its obligation
                  under Section 22 of the First Amendment to pay to the Lender
                  a fee (the "Completion Fee") in the amount of $1,250,000,
                  which Completion Fee has been fully earned and is
                  nonrefundable, and, but for the provisions of this Section
                  1.1A, is due and payable in full as of the date hereof . The
                  parties hereto agree that, subject to the terms and
                  conditions of this Second Amendment, payment of the entire
                  amount of the Completion Fee shall be deferred as a loan to
                  the Borrower, made as of the Effective Date, in the principal
                  amount of $1,250,000, which loan shall bear interest as
                  provided in Section 1.3, shall be evidenced by the Completion
                  Fee Note, and shall be payable in full, together with all
                  accrued and unpaid interest thereon, on the Maturity Date.
                  For all purposes of each of the Loan Documents, the
                  Completion Fee Note shall constitute a Loan Document, the
                  obligations evidenced by the Completion Fee Note or otherwise
                  arising under this Section 1.1A shall constitute additional


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                  Obligations, and all such Obligations shall be secured or
                  guaranteed, as applicable, by the Security Documents and
                  shall be entitled to the benefits thereof.

                  (c)      Section 1.2 of the Credit Agreement, Revolving Loan
         Borrowing Mechanics and Disbursement, is hereby modified and amended
         by deleting such section in its entirety and by substituting the
         following in lieu thereof:

                           Section 1.2      [Intentionally Omitted]

                  (d)      Section 1.3 of the Credit Agreement, Interest, is
         hereby modified and amended by deleting such section in its entirety
         and by substituting the following in lieu thereof:

                           Section 1.3      Interest.  Interest shall be payable
         as follows:

                                    (a)      Calculation. Interest on all
                  Revolving Loans, Advances, Overadvances and Completion Fee
                  Outstandings shall be computed for the actual number of days
                  elapsed on the basis of a hypothetical year of 360 days and,
                  subject to the provisions of Sections 1.5 and 1.5A hereof,
                  shall be payable on the Maturity Date; provided, however,
                  that interest on Overadvances shall be payable ON DEMAND. For
                  all periods prior to the Effective Date, interest shall
                  accrue at the rate or rates provided therefor under the
                  Credit Agreement as in effect immediately prior to giving
                  effect to the Second Amendment. From and after the Effective
                  Date, interest shall accrue and be payable on all Revolving
                  Loans, Advances, Overadvances and Completion Fee Outstandings
                  at the simple per annum interest rate equal to the sum of (A)
                  the Base Rate, plus (B) the Applicable Interest Rate Margin.

                                    (b)      Upon Default. Upon the occurrence
                  of an Event of Default, interest on the outstanding
                  Obligations shall accrue at the Default Rate from the date of
                  such Event of Default. Interest accruing at the Default Rate
                  shall be payable on demand and in any event on the Maturity
                  Date and shall accrue until the earliest to occur of (i)
                  waiver in writing by the Lender of the applicable Event of
                  Default, (ii) agreement by the Lender to rescind the charging
                  of interest at the Default Rate or (iii) payment in full of
                  the Obligations. The Lender shall not be required to (i)
                  accelerate the maturity of the Loans or (ii) exercise any
                  rights or remedies under the Loan Documents in order to
                  charge interest hereunder at the Default Rate.

                  (e)      Section 1.4 of the Credit Agreement , Fees, is hereby
         modified and amended by deleting such section in its entirety and by
         substituting the following in lieu thereof:

                           Section 1.4       Fees.

                                   (a)       Commitment Fee. The Borrower shall
                  pay to the Lender a commitment fee of $271,900 (the
                  "Commitment Fee") which Commitment Fee is


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                  due and owing and fully earned as of the Effective Date and
                  payable at the Maturity Date or on demand upon an Event of
                  Default under the Credit Agreement. The Commitment Fee shall
                  constitute an Obligation for all purposes under the Credit
                  Agreement and shall be non-refundable when paid.

                                   (b)       Usage Fee. The Borrower shall pay
                  to the Lender, on or before the fifth (5th) day of each
                  month, a usage fee equal to 1/4 of 1% on a per annum basis of
                  the outstanding principal balance of the Revolving Loans,
                  including Overadvances on the last Business Day of the
                  preceding month (the "Usage Fee"). The Usage Fee shall
                  constitute an Obligation for all purposes under the Credit
                  Agreement and shall be fully earned when due and
                  non-refundable when paid. The Usage Fee shall be computed on
                  the basis of a year of 360 days and calculated for actual
                  days elapsed.

                  (f)      Amendment to Section 1.5. Section 1.5 of the Credit
         Agreement, Repayment and Prepayment, is hereby modified and amended by
         deleting such section in its entirety and by substituting the
         following in lieu thereof:

                  Section 1.5       Repayment and Prepayment.

                           (a)      Prepayment. The principal amount of the
                                    Loans may be prepaid in full or in part at
                                    any time, upon written notice to the Lender
                                    on the date of such prepayment; provided
                                    that (x) all prepayments of principal shall
                                    be applied: First, to Overadvances; Second,
                                    to Revolving Loans, and Third, to
                                    Completion Fee Outstandings, and (y)
                                    notwithstanding any payment tendered as a
                                    prepayment under this Section 1.5, in the
                                    event there shall be outstanding at the
                                    time of such tender any fees, costs or
                                    expenses owing to or for the account of the
                                    Lender, or any accrued and unpaid interest
                                    on any Loans (other than the Completion Fee
                                    Loan and the Commitment Fee), then the
                                    amount tendered shall be applied to pay
                                    such items prior to application to any
                                    Loans as a prepayment thereof.

                           (b)      Repayment. Subject to the provisions of
                                    Sections 1.5A and 7.2, the entire principal
                                    balance of all Loans shall be due and
                                    payable in full on the Maturity Date;
                                    provided, however, Overadvances shall be
                                    payable ON DEMAND.

                           (c)      Interim Payments. On the first day of each
                                    calendar month during the term of this
                                    Agreement, Borrower shall pay Lender
                                    $150,000 to be applied to the payment of:
                                    First, all accrued and unpaid fees, costs
                                    and expenses owing to or for the account of
                                    the Lender (excluding any amounts
                                    constituting Completion Fee Outstandings or
                                    the Commitment Fee); Second, all accrued
                                    and unpaid interest on all Revolving Loans
                                    (including Overadvances); and Third, the
                                    Overadvances.


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                  (g)      Section 1.5A. A new Section 1.5A is hereby added
         immediately following Section 1.5, which shall read as follows:

                           Section 1.5A. Additional Mandatory Payments.
                  Immediately upon receipt of any Net Proceeds arising from the
                  occurrence of any Liquidity Event, the Borrower shall apply
                  one hundred percent (100%) of such Net Proceeds to the
                  payment of: First, all accrued and unpaid fees, costs and
                  expenses owing to or for the account of the Lender (excluding
                  any amounts constituting Completion Fee Outstandings or the
                  Commitment Fee); Second, all accrued and unpaid interest on
                  all Revolving Loans (including Overadvances); and Third, the
                  Overadvances; provided that in the event all of the foregoing
                  items shall have been paid in full as of such date and there
                  shall remain any balance of such Net Proceeds, then the
                  Borrower may retain any such balance. The Borrower shall give
                  the Lender not less than five (5) Business Days prior written
                  notice of any Liquidity Event, which notice shall include a
                  description in reasonable detail of the nature and terms of
                  such Liquidity Event and a preliminary calculation of the
                  proceeds and the Net Proceeds to result therefrom. Each
                  payment required to be made under this Section 1.5A shall be
                  accompanied by a certificate of the chief financial officer
                  of the Borrower setting forth in reasonable detail
                  computations of Net Proceeds and the application thereof as
                  herein provided.

                  (h)      Amendment to Section 1.6. Section 1.6 of the Credit
         Agreement, Notes and Loan Accounts, is hereby modified and amended by
         deleting the section in its entirety and by substituting the following
         in lieu thereof:

                           Section 1.6.  Notes and Loan Accounts.

                                    (a)      The Revolving Loans shall be
                           payable in accordance with the terms and provisions
                           of this Agreement and shall be evidenced by the
                           Revolving Note. The Completion Fee Loan shall be
                           payable in accordance with the provisions of this
                           Agreement and shall be evidenced by the Completion
                           Fee Note. The Revolving Note and Completion Fee Note
                           shall be issued by the Company to the Lender and
                           shall be duly executed and delivered by the
                           Authorized Signatories.

                                    (b)      The Lender shall open and maintain
                           on its books in the name of the Company loan
                           accounts with respect to the Revolving Loans and
                           Completion Fee Loan and interest thereon. The Lender
                           shall debit such loan account for the principal
                           amount outstanding and accrued interest thereon, and
                           shall credit each such loan account for each payment
                           on account of principal of or interest on the
                           Revolving Loans and Completion Fee Loan. The records
                           of the Lender with respect to the loan accounts
                           shall be prima facie evidence of the Revolving Loans
                           and Completion Fee Loan and accrued interest thereon
                           but the failure to maintain such records shall not
                           impair the obligation of the Company to repay
                           Indebtedness hereunder.


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                  (i)      Amendment to Section 2.2. Section 2.2 of the Credit
         Agreement, Conditions Precedent to Each Advance Subsequent to the
         Agreement Date, is hereby modified and amended by deleting the section
         in its entirety and by substituting the following in lieu thereof:

                           Section 2.2       Advances. No Advances shall be
                  permitted from and after the Effective Date. The Lender may,
                  in its sole and absolute discretion, elect to make additional
                  Advances upon the request of the Borrower.

                  (j)      Amendment to Section 3.1(h). Section 3.1(h) of the
         Credit Agreement, Title to Properties, is hereby modified and amended
         by inserting "and the URL Domain Names" on line 3 within the
         parenthetical after the word Accounts.

                  (k)      Amendment to Section 3.1(y). Section 3.1(y) of the
         Credit Agreement, Year 2000, is hereby modified and amended by
         deleting such subsection in its entirety.

                  (l)      Amendment to Article 5. The preamble to Article 5
         under Information Covenants shall be amended to delete "or the Lender
         has any obligation to make Advances hereunder," from the first
         sentence.

                  (m)      Amendment to Section 5.4. Section 5.4 of the Credit
         Agreement, Copies of Other Reports, is hereby modified and amended by
         deleting the existing subsection (7) and by substituting the following
         in lieu thereof and by adding the following new subsections (8) and
         (9) thereto:

                           "(7)     On:

                                    (a)      Thursday, August 24, 2000 a
                           one-time report setting forth for both the
                           consolidated Company and each of its business lines
                           actual cash receipts and cash disbursements for the
                           thirteen (13) week period ending on August 18, 2000;

                                     (b)     each Thursday, beginning August 24,
                           2000 and continuing each Thursday thereafter, a
                           report (the "Projections Report") setting forth for
                           both the consolidated Company and each of its
                           business lines projected cash receipts and cash
                           disbursements for both (i) each of the immediately
                           succeeding thirteen (13) weeks beginning from the
                           Friday preceding the Projections Report and (ii) the
                           immediately-succeeding thirteen-week period as a
                           whole;

                                    (c)      each Thursday, beginning August 31,
                           2000, and continuing each Friday thereafter, a
                           report for the week ending on the prior Friday,
                           setting forth for both the consolidated Company and
                           each of its business lines actual cash receipts and
                           cash disbursements for the prior week and for the
                           cumulative period from August 21, 2000, to said
                           prior Friday, showing variances from the Projections
                           Report for the prior week and the cumulative period
                           from August 21, 2000 to said prior Friday;


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                                    (d)      each Thursday, beginning August 24,
                           2000, and continuing each Thursday thereafter, a
                           report setting forth for the consolidated Company
                           actual cash receipts and cash disbursements for the
                           four-week period ending on the prior Friday;

                                    (e)      a weekly basis, any other
                           calculations, reports or information relating to the
                           Company's financial performance requested by the
                           Lender."

                           "(8)     On a monthly basis, delivered no later than
                  the 15th day of the next succeeding month, a detailed and
                  aged accounts payable and accounts receivable report in a
                  form satisfactory to the Lender."

                           "(9)     Copies of any and all offering memorandum
                  for the Company or any of its Subsidiaries or prepared in
                  conjunction with any Liquidity Event."

                  (n)      Amendment to Section 6.1. Section 6.1 of the Credit
         Agreement, Indebtedness, is hereby modified and amended by deleting
         subsections 6.1(c) and 6.1(e) in their entirety and redesignating
         Sections 6.1(d), 6.1(f) and 6.1(g) as Sections 6.1(c), 6.1(d) and
         6.1(e) respectively, deleting the figure $2,150,000 from the second
         line of redesignated Section 6.1(e) and substituting in lieu thereof
         $1,000,000, and by adding Section 6.1(f), which shall read as follows:
         "Other Indebtedness incurred in connection with a Debt Offering,
         provided that the proceeds thereof shall be applied as required in
         Section 1.5A."

                  (o)      Amendment to Section 6.5. Section 6.5 of the Credit
         Agreement, Investments, is hereby modified and amended by deleting the
         phrase "Except for the making of Required Investments with the
         proceeds of Indebtedness of the type described in Section 6.1(f)
         hereof or from the issuance of additional equity interests in the
         Company, the" and replacing such phrase with "The".

                  (p)      Amendment to Section 6.6. Section 6.6 of the Credit
         Agreement, Liquidation, Disposition or Acquisition of Assets, is
         hereby modified and amended by (a) deleting the phrase "Except in
         connection with a Permitted Take-out Transaction" and replacing such
         phrase with "Except in connection with a Permitted Take-out
         Transaction, an Asset Disposition (provided that the proceeds thereof
         shall be applied as provided in Section 1.5A) or as otherwise approved
         in writing by the Bank in its sole discretion" and (b) by deleting the
         phrase "$30,000 during the period from the First Amendment Date" on
         line 5 of 6.6(b) and replacing it with "$30,000 during the period from
         the Effective Date".

                  (q)      Amendment to Section 6.9. Section 6.9 of the Credit
         Agreement, Debt/Capitalization Ratio, is hereby modified and amended
         by deleting such section in its entirety and by substituting the
         following in lieu thereof:

                           [Intentionally Omitted]


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                  (r)      Amendment to Section 6.10. Section 6.10 of the Credit
         Agreement, Cash Flow Leverage Ratio, is hereby modified and amended by
         deleting such section in its entirety and by substituting the
         following in lieu thereof:

                           [Intentionally Omitted]

                  (s)      Amendment to Section 6.11. Section 6.11 of the Credit
         Agreement, Debt Service Coverage Ratio, is hereby modified and amended
         by deleting such section in its entirety and by substituting the
         following in lieu thereof:

                           [Intentionally Omitted]

                  (t)      Amendment to Section 6.13. Section 6.13 of the Credit
         Agreement, Minimum Net Worth, is hereby modified and amended by
         deleting such section in its entirety and by substituting the
         following in lieu thereof:

                           [Intentionally Omitted]

                  (u)      Amendment to Article 6.14. Section 6.14 of the Credit
         Agreement, Cash Receipts, is hereby modified and amended by deleting
         the existing Section 6.14 and by substituting the following in lieu
         thereof:

                           "Section 6.14    Cash Receipts and Disbursements.

                                                     (a) Cash Receipts. The
                                            Company shall not permit cash
                                            receipts for any period of four (4)
                                            consecutive weeks ending each
                                            Friday during the period from the
                                            Effective Date through the Maturity
                                            Date (as set forth on the weekly
                                            report to be delivered to the
                                            Lender pursuant to Section 5.4(7)
                                            hereof) to be less than
                                            $1,440,000.00.

                                                     (b) Cash Disbursements.
                                            The Company shall not permit cash
                                            disbursements (exclusive of (i) the
                                            required fees paid under Section
                                            1.4 hereof; (ii) required interim
                                            payments made under Section 1.5(c)
                                            hereof; and (iii) any prepayments
                                            of the Revolving Loans under
                                            Section 1.5(a) hereof) for any
                                            period of four (4) consecutive
                                            weeks ending each Friday during the
                                            period from the Effective Date
                                            through the Maturity Date (as set
                                            forth on the weekly report to be
                                            delivered to the Lender pursuant to
                                            Section 5.4(7) hereof) to be more
                                            than $2,300,000.

                  (v)      Amendment to Section 6.15. Section 6.15 of the Credit
         Agreement, Negative Covenants, is hereby modified and amended by
         adding the following new Section 6.15 at the end thereof:


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                           "Section 6.15 Salaries, Dividends and Bonuses. The
                           Company shall not increase the aggregate monthly
                           payroll above $1,300,000, nor make Restricted
                           Payments to the stockholders of the Company prior to
                           the Maturity Date."

                  (w)      Amendment to Section 7.2. Section 7.2 of the Credit
         Agreement, Remedies, is hereby modified and amended by deleting
         subsection (a) in its entirety and renumbering existing subsections
         (b), (c) and (d) as (a), (b) and (c), respectively.

                  (x)      Section 8.1 Notices. Section 8.1 of the Credit
         Agreement is hereby modified and amended by deleting "(1)" at the
         beginning of the first paragraph and substituting "(a)" in lieu
         thereof and by deleting Sections 8.1(a)(i) and (ii) in their entirety
         and substituting in lieu thereof the following:

                           (i)      If to the Company, to it at:

                                    Two Piedmont Center, Suite 400
                                    3565 Piedmont Road, N.E.
                                    Atlanta, Georgia   30305-1502
                                    Attention:  Chief Financial Officer
                                    Fax:  (404) 364-6703

                                    with a copy, except for routine billing and
                                    administrative notices (which shall not
                                    constitute notice) to:

                                    B. Knox Dobbins, Esq.
                                    Sutherland Asbill & Brennan L.L.P.
                                    999 Peachtree Street, N.E.
                                    Atlanta, Georgia   30309-3996
                                    Fax:  (404) 853-8806

                           (ii)     If to the Lender, to it at:

                                    Bank of America, N.A.
                                    101 N. Tryon Street
                                    NC1-001-13-26
                                    Charlotte, North Carolina 28255
                                    Attention: Julie A. Smith, Vice President
                                    Fax: (704) 386-5856

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

                                    Scott P. Vaughn, Esq.
                                    Smith Helms Mulliss & Moore, L.L.P.
                                    201 North Tryon Street
                                    Charlotte, North Carolina 28202
                                    Fax:  (704) 343-2300


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                  (y)      Amendments to Article 10.

                           (i)      Article 10 of the Credit Agreement,
                  Definitions, is hereby modified and amended by adding the
                  following definitions in appropriate alphabetical order:

                                    "Asset Disposition" means any voluntary
                           disposition, whether by sale, lease or transfer, of
                           (a) any of the assets (excluding cash and cash
                           equivalents utilized in the ordinary course of the
                           operations of the Borrower and its Subsidiaries in
                           compliance with the Loan Documents), of the Borrower
                           or its Subsidiaries, or (b) any of the capital
                           stock, or securities or investments exchangeable,
                           exercisable or convertible for or into, or otherwise
                           entitling the holder to receive any of the capital
                           stock, of any Subsidiary or any Investment Target
                           (other than a disposition to the Borrower or a
                           Guarantor), provided, however, there shall be
                           excluded (i) the disposition of obsolete, worn out
                           or outdated equipment to the extent that the
                           proceeds thereof are applied promptly to the
                           replacement thereof with equipment having equal or
                           greater value or utility and (ii) proceeds of
                           insurance resulting from damage, theft or
                           destruction of any asset to the extent that the
                           proceeds thereof are applied to the repair or
                           replacement, as applicable, of those assets so
                           damaged, lost or destroyed.

                                    "Completion Fee Loan" means the loan made
                           to the Borrower pursuant to Section 1.1A.

                                    "Completion Fee Note" means the promissory
                           note of the Borrower payable to the order of the
                           Lender in the form of Exhibit D attached hereto,
                           which shall evidence the Borrower's obligation to
                           pay Completion Fee Outstandings and interest thereon
                           as herein and therein provided.

                                    "Completion Fee Outstandings" means, at any
                           date, the aggregate principal amount outstanding
                           under Section 1.1A hereof.

                                    "Debt Offering" means the incurrence of any
                           Indebtedness (including the issuance of any security
                           exchangeable or convertible into Indebtedness) of
                           the Borrower or any Subsidiary in connection with a
                           public offering or private placement, which
                           Indebtedness shall be issued on terms, including
                           without limitation terms pertaining to operating or
                           financial covenants, security or subordination, as
                           shall be in all respects acceptable to the Lender in
                           its sole and absolute discretion and shall have been
                           approved by the Lender prior to the creation or
                           issuance thereof.

                                    "Effective Date" shall mean August 11,
                           2000, the date of execution of the Second Amendment.


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                                    "Equity Offering" means a public or private
                           sale by the Borrower or any Subsidiary of equity
                           securities (including, without limitation, any
                           security or investment not constituting Indebtedness
                           exchangeable, exercisable or convertible for or
                           into, or otherwise entitling the holder to receive,
                           equity securities) of the Borrower or any Subsidiary
                           to any Person other than the Borrower or any
                           Subsidiary, including, without limitation, the sale
                           of equity securities pursuant to the Master Facility
                           Agreement between the Borrower and Fusion Capital
                           Fund II, LLC dated as of July 5, 2000 and by the
                           Equity Purchase Agreements (as defined in said
                           Master Facility Agreement, in the respective forms
                           of such documents as filed on Form 8-K with the
                           Securities and Exchange Commission on July 7, 2000).

                                    "Internet Property Rights" shall mean all
                           of Borrower's and any of the Subsidiaries' right,
                           title and interest in and to all internet domain
                           names and registration rights relating thereto, all
                           internet websites and all contents thereof, whether
                           now existing or hereafter created or acquired and
                           wheresoever located.

                                    "Liquidity Event" means any Debt Offering,
                           any Equity Offering, or any Asset Disposition

                                    "Loans" means, collectively, the Revolving
                           Loans (including any Overadvances) and the
                           Completion Fee Loan

                                    "Net Proceeds" (a) from any Equity Offering
                           or any Debt Offering means cash payments received by
                           the Borrower or any Subsidiary therefrom as and when
                           received, net of all legal, accounting, banking and
                           underwriting fees and expenses, commissions,
                           discounts and other issuance expenses incurred in
                           connection therewith and all taxes required to be
                           paid or accrued as a consequence of such issuance;
                           and (b) from any Asset Disposition means cash
                           payments received by the Borrower or any Subsidiary
                           therefrom (including any cash payments received
                           pursuant to any note or other debt security received
                           in connection with any Asset Disposition) as and
                           when received, net of (i) all legal fees and
                           expenses and other fees and expenses paid to third
                           parties and incurred in connection therewith, (ii)
                           all taxes required to be paid or accrued as a
                           consequence of such disposition, and (iii) all
                           amounts applied to repayment of Indebtedness (other
                           than the Obligations) secured by a Lien permitted
                           hereunder on the asset or property disposed of.

                                    "Overadvances" means, as of any date, the
                           aggregate principal amount of Revolving Loans or
                           Advances outstanding on such date (other than
                           Completion Fee Note Outstandings) in excess of the
                           Revolving Loan Limit on such date.

                                     "Revolving Loan Limit" means, as of any
                           date, $27,190,000 minus the aggregate amount of
                           payments or prepayments applied after the


<PAGE>   12


                           Effective Date to repay the principal amount of
                           Revolving Loans not constituting Overadvances.

                                    "Second Amendment" shall mean that Second
                           Amendment to Amended and Restated Credit Agreement
                           and Security Agreement dated as of the Effective
                           Date between the Company and the Lender.

                                    "URL Domain Names" shall mean all Uniform
                           Reference Locator Domain Names registered in the
                           name of Borrower or any of the Subsidiaries as set
                           forth in Schedule 11.

                           (ii)     Article 10 of the Credit Agreement,
                  Definitions, is hereby further modified and amended by
                  deleting the definitions of "Acceptable Counterparty,"
                  "Approved Contract," "Commitment," "New Commitment" and
                  "Current Outstandings" in their entirety.

                           (iii)    Article 10 of the Credit Agreement,
                  Definitions, is hereby further modified and amended by
                  deleting the existing definitions of "Applicable Interest
                  Rate Margin," "Current Outstandings," "Default Rate,"
                  "Maturity Date" and "Revolving Loans" in their entirety and
                  by substituting the following in lieu thereof:

                                    "Applicable Interest Rate Margin" means
                           1.00% (100 basis points).

                                    "Default Rate" means the Base Rate plus
                           3.00% (300 basis points).

                                    "Maturity Date" shall mean January 15,
                           2001.

                                    "Revolving Loans" shall mean, collectively,
                           the amounts advanced by the Lender to the Company
                           prior to the Effective Date under this Agreement,
                           plus any Overadvance.

                           (iv)     Article 10 of the Credit Agreement,
                  Definitions, is hereby further modified and amended by
                  supplementing the existing definition of "Permitted Liens" by
                  adding the following subparagraph (m) thereto:

                                    "(m)     Liens incurred in connection with a
                           Debt Offering."

                  (z)      Amendments to Schedules to the Credit Agreement.

                           (i)      Schedule 3.1(c) to the Credit Agreement,
                  Subsidiaries, is hereby modified and amended by deleting the
                  existing schedule in its entirety and by substituting
                  Schedule 3.1(c) attached hereto in lieu thereof.

                           (ii)     Schedule 3.1(d) to the Credit Agreement,
                  Capital Stock, is hereby modified and amended by deleting the
                  existing schedule in its entirety and by substituting
                  Schedule 3.1(d) attached hereto in lieu thereof.


<PAGE>   13


                           (iii)    Schedule 3.1(f) to the Credit Agreement,
                  Real Property, is hereby modified and amended by deleting the
                  existing schedule in its entirety and by substituting
                  Schedule 3.1(f) attached hereto in lieu thereof.

                           (iv)     Schedule 3.1(k) to the Credit Agreement,
                  Material Adverse Effects, is hereby modified and amended by
                  deleting the existing schedule in its entirety and by
                  substituting Schedule 3.1(k) attached hereto in lieu thereof.

                           (v)      Schedule 3.1(1) to the Credit Agreement,
                  Litigation, is hereby modified and amended by deleting the
                  existing schedule in its entirety and by substituting
                  Schedule 3.1(1) attached hereto in lieu thereof.

                           (vi)     Schedule 3.1(p) to the Credit Agreement,
                  Material Customer Contracts, is hereby modified and amended
                  by deleting the existing schedule in its entirety and by
                  substituting Schedule 3.1(p) attached hereto in lieu thereof.

                           (vii)    Schedule 3.1(t) to the Credit Agreement,
                  Name Changes, is hereby modified and amended by deleting the
                  existing schedule in its entirety and by substituting
                  Schedule 3.1(t) attached hereto in lieu thereof.

                           (viii)   Schedule 3.1(v) to the Credit Agreement,
                  Intellectual Property, is hereby modified and amended by
                  deleting the existing schedule in its entirety and by
                  substituting Schedule 3.1(v) attached hereto in lieu thereof.

                           (ix)     The Credit Agreement is hereby modified and
                  amended to add Schedule 11 attached hereto, URL Domain Names,
                  as Schedule 11 thereto.

         3.       Amendment to Security Agreement, Subsidiary Security
Agreement, and Trademark Security Agreement. With the consent of all parties
hereto, and subject to the satisfaction of all the terms and conditions of this
Second Amendment, Borrower and all Subsidiaries agree to execute a Second
Amendment to Security Agreement, Second Amendment to Subsidiary Security
Agreement and First Amendment to Trademark Security Agreement (collectively,
and together with this Agreement (including the Consent affixed hereto) and the
Completion Fee Note, the "Second Amendment Documents") both in forms
satisfactory to the Lender.

         4.       Waiver. Subject to the satisfaction by the Borrower of the
Conditions set forth in Section 10 below, the Lender hereby waives (a) the
Payment Defaults, (b) any Default which may have occurred prior to the
Effective Date as a result of the Borrower's failure to deliver on a timely
basis all documentation required to be delivered to the Lender pursuant to
Section 4.9 of the Credit Agreement, (c) any Default which may have occurred
prior to the Effective Date under Sections 3.1, 5.5, and 6.6 of the Credit
Agreement as a result of the Borrower's acquisition of an equity interest in
Provider Solutions Corp., and (d) any Default which may have occurred prior to
the Effective Date under Sections 1.3 and 6.14 of the Credit Agreement. The
waivers contained in the foregoing sentence shall not waive any other
requirement or hinder, restrict or


<PAGE>   14


otherwise modify the rights and remedies of the Lender following the occurrence
of any other Default or Event of Default under the Credit Agreement or arising
after the Effective Date.

         5.       No Other Amendments, Waivers or Consents. Except for the
amendments and waivers set forth above and in the other Second Amendment
Documents, the text of the Credit Agreement and the other Loan Documents shall
remain unchanged and in full force and effect, and the Lender hereby reserves
the right to require strict compliance with the terms of the Credit Agreement
and the other Loan Documents as so modified, including, without limitation, all
terms applicable to Subsidiaries of the Borrower, in the future.

         6.       Reaffirmation of Duties and Obligations. In consideration of
the amendments and waivers contained herein, the Borrower and (by their consent
hereto) the Subsidiaries hereby acknowledge and reaffirm (a) their joint and
several liability to pay the aggregate principal amount of the Revolving Loans
outstanding as of the Effective Date of $27,190,000 (plus all accrued interest,
fees and expenses which shall not have been charged against the loan account on
or before the Effective Date), (b) their joint and several liability to pay the
aggregate principal amount of the Completion Fee Note as of the Effective Date
of $1,250,000 and (c) the accuracy of the covenants and agreements made by the
Borrower in favor of the Lender set forth in the Credit Agreement and the other
Loan Documents.

         7.       Release. In order to induce the Lender to execute, deliver and
perform this Amendment, the Borrower represents and warrants that there are no
claims, causes of action, suits, debts, obligations, liabilities, demands of
any kind, character or nature whatsoever, fixed or contingent, which the
Borrower or the Subsidiaries may have, or claim to have, against the Lender,
and the Borrower and (by their consent hereto) the Subsidiaries hereby release,
acquit and forever discharge the Lender and its agents, employees, officers,
directors, servants, representatives, attorneys, affiliates, successors and
assigns (collectively, the "Released Parties") from any and all liabilities,
claims, suits, debts, causes of action and the like of any kind, character or
nature whatsoever, known or unknown, fixed or contingent that such Person may
have, or claim to have, against each of the such Released Parties from the
beginning of time until and through the dates of execution and delivery of this
Amendment.

         8.       Restructuring Consultant. The Borrower hereby agrees that,
notwithstanding that no Default or Event of Default may have occurred and be
continuing, the Lender shall have the right, in its sole, absolute and
unconditional discretion, at any time during the term of the Credit Agreement
to require that the Borrower engage at the Borrower's expense a restructuring
consultant acceptable to the Lender.

         9.       Permitted Take-out Transaction. At the Borrower's request,
this Second Amendment shall evidence the Lender's agreement to the sale of the
Borrower (whether by merger, tender offer, transfer of stock or sale of assets)
or a refinancing in full of the Obligations (in each case, a "Permitted
Take-out Transaction"), provided that (a) such Permitted Take-out Transaction
shall be consummated not later than the Maturity Date and (b) all of the
Obligations (including, without limitation, the fees set forth in Section 1.4
hereof) shall be paid in full upon consummation of such Permitted Take-out
Transaction. The Borrower shall deliver promptly to the Lender (a) a copy of
any term sheet provided to the Borrower with respect to a proposal for a


<PAGE>   15


Permitted Take-out Transaction, and (b) copies of any agreements entered into
by the Borrower in connection with a Permitted Take-out Transaction.

         10.      Conditions. As conditions to the consummation and
effectiveness of this Agreement, the Borrower shall perform or cause to be
performed the following (the failure by the Borrower to so perform or cause to
be performed constituting an Event of Default under the Credit Agreement) all
in a form and manner and in substance satisfactory to the Lender:

                  (a)      Investment Targets. The Borrower shall use its best
         efforts to obtain all original stock certificates and corresponding
         stock powers relating to the Investment Targets which the Borrower was
         unable to obtain prior to the closing of the First Amendment, and
         shall provide such certificates and powers to the Lender promptly.

                  (b)      Investment Agreements. The Borrower shall provide the
         Lender with copies of all Investment Agreements and all other
         agreements and documentation relating in any way to the Borrower's
         Investment in the Investment Targets, and all amendments thereto.

                  (c)      Shareholders' Agreements. The Borrower shall use its
         best efforts to obtain all consents necessary to permit the Borrower
         to grant a security interest in all of the equity interests owned by
         the Borrower in each of the Investment Targets, including, without
         limitation, the consent of all parties to each of the shareholders'
         agreements necessary to effectively waive any restriction on the
         ability of the Borrower to grant such a security interest. Commencing
         on August 15, 2000, the Borrower shall deliver to the Lender and its
         counsel a bi-weekly report setting forth the status of its efforts in
         obtaining such consents.

                  (d)      Restructuring Consultant. On or before July 31, 2000,
         Borrower shall have retained the services of a Restructuring
         Consultant, reasonably acceptable to the Borrower and the Lender, to
         serve as the Restructuring Consultant of the Borrower and the
         Subsidiaries. The Restructuring Consultant, (who in addition to the
         Borrower shall communicate directly to the Lender), shall be retained
         to provide Borrower with ongoing business advice and consultation
         regarding Borrower's current financial and operational issues and the
         development of strategies that, in addition to the consideration of
         the Borrower's interests and the interests of its shareholders, will
         reflect consideration of the Lender's and other creditors' interests,
         and will address, without limitation, the areas listed on the attached
         Exhibit B.

                  (e)      Execution of Agreement. Borrower shall deliver to
         Lender a counterpart hereof duly executed by the Borrower and the
         Subsidiaries.

                  (f)      Execution of Commitment Fee Note. Borrower shall
         deliver to Lender the duly executed Commitment Fee Note.

                  (g)      Execution of the other Second Amendment Documents.
         Borrower shall execute and deliver or cause to be executed and
         delivered the other Second Amendment Documents


<PAGE>   16


                  (h)      Corporate Resolutions. Borrower shall deliver to
         Lender corporate resolutions of the Borrower and its Subsidiaries
         certified by the secretary of the Borrower or its Subsidiaries, as
         applicable, authorizing the transactions contemplated hereby.

                  (i)      Opinion Letter. Borrower shall deliver to Lender an
         opinion of its counsel for the Borrower and its Subsidiaries in a form
         and substance acceptable to the Lender.

                  (j)      Other Closing Documents. Borrower and Subsidiaries
         shall deliver to Lender each of the agreements and other items set
         forth on Exhibit C attached hereto and such other information,
         documents, instruments or approvals as the Lender or the Lender's
         counsel may require.

         11.      Representations and Warranties. The Borrower, for itself and
on behalf of each of its Subsidiaries, agrees, represents and warrants in favor
of the Lender that:

                  (a)      This Agreement (including the Consent affixed hereto)
         has been executed and delivered by duly authorized representatives of
         the Borrower and the Subsidiaries, as applicable, and the Credit
         Agreement and the other Loan Documents, as modified and amended by
         this Agreement or the other Second Amendment Documents, constitutes a
         legal, valid and binding obligation of the Borrower and the
         Subsidiaries, as applicable, and is enforceable against the Borrower
         and the Subsidiaries, as applicable, in accordance with its terms;

                  (b)      After giving effect to this Second Amendment, no
         Default or Event of Default under the Credit Agreement has occurred or
         is continuing;

                  (c)      As of the Effective Date, (i) the property of the
         Borrower, at a fair valuation on a going concern basis, will exceed
         its debt; (ii) the capital of the Borrower will not be unreasonably
         small to conduct its business; and (iii) the Borrower will not have
         incurred debts, or have intended to incur debts, beyond its ability to
         pay such debts as they mature; and

                  (d)      All of the representations and warranties of the
         Borrower and each of its Subsidiaries contained in the Credit
         Agreement and the other Loan Documents continue to be true and correct
         as of the date hereof as though made on and as of such date.

         12.      Expenses. The Borrower hereby agrees to pay all expenses of
the Lender incurred in connection with this Amendment, including, without
limitation, all fees and expenses of counsel, accountants and consultants to
the Lender. In the event that Borrower does not have sufficient funds on hand
to pay such expenses as they accrue, Lender agrees to pay such expenses on
Borrower's behalf, provided however, that Borrower agrees to reimburse Lender
as specified in Section 1.5(c) hereof.

         13.      Further Assurances. The Borrower will promptly cure, or cause
to be cured, any defects in the creation, execution or delivery of the Loan
Documents (including, without limitation, any of the Second Amendment
Documents), resulting from any act or failure to act by


<PAGE>   17


the Borrower or any of the Borrower's Subsidiaries or any employee or officer
thereof. The Borrower, at its sole expense, will promptly execute and deliver
to the Lender, or cause to be executed and delivered to the Lender, all such
other and further documents, agreements, and instruments in compliance with or
accomplishment of the covenants and agreements of the Borrower and its
Subsidiaries in the Loan Documents (including, without limitation, any of the
Second Amendment Documents), or to obtain any consents, all as may be necessary
or appropriate in connection therewith or as may be requested by the Lender.

         14.      Effect on the Credit Agreement. Except as specifically
provided herein, the Credit Agreement shall remain in full force and effect,
and is hereby ratified, reaffirmed and confirmed. Each of the Second Amendment
Documents shall be deemed to be a Loan Document for all purposes.

         15.      Counterparts. This Second Amendment may be executed in any
number of separate counterparts and by the different parties hereto on separate
counterparts, each of which shall be deemed an original and all of which, taken
together, shall be deemed to constitute one and the same instrument. In proving
this Second Amendment in any judicial proceedings, it shall not be necessary to
produce or account for more than one such counterpart signed by the party
against whom such enforcement is sought. Any signatures delivered by a party by
facsimile transmission shall be deemed an original signature hereto.

         16.      Law of Contract. THIS SECOND AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF GEORGIA
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.

         17.      No Waiver of Remedies. The terms of this Agreement shall not
act or be construed to limit or diminish the rights of the Lender to pursue its
full legal remedies for the collection of the indebtedness outstanding under
the Loan Documents, including, without limitation, the right to pursue liens or
security interests in any other Collateral held by the Lender in any way
permitted by law. Except as expressly modified hereby, the terms, conditions,
representations, warranties and covenants of each of the Credit Agreement and
the Loan Documents as well as the recitals, representations and warranties set
forth herein shall continue to remain in full force and effect and are true as
if made on the date hereof.

         18.      Negotiations. This Agreement is being executed in connection
with all negotiations between the Borrower and the Lender to discuss the
modification of the Credit Agreement and the Loan Documents (the "Loan
Discussions"). All of the terms of this Agreement were negotiated at arms'
length, and the Borrower has at all times had access to independent counsel.
This Agreement was prepared and executed without fraud, duress, undue influence
or coercion of any kind exerted by any of the parties upon the other. This
Agreement and the Loan Documents constitute the entire agreement between the
parties with respect to the Credit Agreement, the Loan Documents and the Loan
Discussions and supersedes any prior oral or written representations or
agreements not contained herein that relate to the subject matter hereof.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>   18


         IN WITNESS WHEREOF, this Second Amendment has been duly executed as of
the day and year first written above.

BORROWER:                 CAREDATA.COM, INC. (f/k/a Medirisk, Inc.)

                          By:    /s/ Kenneth M. Goins, Jr.
                                 --------------------------
                          Name:  Kenneth M. Goins, Jr.
                          Title: President & CEO


LENDER:                   BANK OF AMERICA, N.A. (f/k/a NationsBank, N.A.)

                          By:   /s/ Julie A. Smith
                                --------------------------
                          Name: Julie A. Smith
                          Title: Vice President


<PAGE>   19


              CONSENT TO SECOND AMENDMENT TO AMENDED AND RESTATED
                CREDIT AGREEMENT AND REAFFIRMATION OF GUARANTORS

         Each of the undersigned (i) acknowledges receipt of the foregoing
Second Amendment to Amended and Restated Credit Agreement (the "Agreement"),
(ii) consents to the execution and delivery of the Agreement by the parties
thereto, and acknowledges and agrees to the terms thereof, including, without
limitation Sections 6 and 7 thereof to the same extent as if each of the
undersigned were signatories thereto, and (iii) reaffirms all of its
obligations and covenants under the Subsidiary Guaranties executed by it in
favor of the Bank, and agrees that such guarantees and their obligations and
covenants with respect thereto shall remain in full force and effect with
respect to the Obligations as defined in the Agreement.

GUARANTORS:

MEDIRISK OF ILLINOIS, INC.
CIVS, INC.
MEDSOURCE, INC.
SUCCESSFUL SOLUTIONS, INC.
CITIZEN 1 SOFTWARE, INC.
MEDIRISK OF MISSOURI, INC.
HEALTHDEMOGRAPHICS, INC.
SWEETWATER HEALTH ENTERPRISES, INC.

BY:  /s/ Kenneth M. Goins, Jr.
   ----------------------------
TITLE:  President & CEO


GUARANTOR:

CAREDATA REPORTS, INC.

BY: /s/ Kenneth M. Goins, Jr.
   ----------------------------
TITLE:  Chief Executive Officer


GUARANTOR:

CAREDATA.COM LIMITED

BY:  /s/ Barry W. Burt
   ----------------------------
TITLE:  Secretary