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                                                                     EXHIBIT 4.4

                               PRACTICEWORKS, INC.

                           401(K) PROFIT SHARING PLAN

                                 EFFECTIVE AS OF

                                  March 5, 2001


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                                TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                                     <C>
ss. 1.   DEFINITIONS.............................................................................1

         1.1.   Account..........................................................................1
         1.2.   Actual Contribution Percentage...................................................1
         1.3.   Actual Deferral Percentage.......................................................1
         1.4.   Adjustment.......................................................................1
         1.5.   Affiliate........................................................................1
         1.6.   Average Actual Contribution Percentage...........................................2
         1.7.   Average Actual Deferral Percentage...............................................2
         1.8.   Beneficiary......................................................................2
         1.9.   Board............................................................................2
         1.10.  Break in Service.................................................................2
         1.11.  Code.............................................................................2
         1.12.  Company..........................................................................2
         1.13.  Compensation.....................................................................2
         1.14.  Distributable Account............................................................3
         1.15.  Effective Date...................................................................3
         1.16.  Elective Deferrals...............................................................3
         1.17.  Election.........................................................................3
         1.18.  Eligible Employee................................................................3
         1.19.  Employee.........................................................................4
         1.20.  Entry Date.......................................................................4
         1.21.  ERISA............................................................................4
         1.22.  Excess Aggregate Contributions...................................................4
         1.23.  Excess Contributions.............................................................4
         1.24.  Excess Deferrals.................................................................4
         1.25.  Forfeiture.......................................................................4
         1.26.  401(k) Account...................................................................4
         1.27.  401(k) Contributions.............................................................5
         1.28.  Highly Compensated Employee......................................................5
         1.29.  Hour of Service..................................................................6
         1.30.  InfoCure.........................................................................7
         1.31.  InfoCure Plan....................................................................7
         1.32.  InfoCure Stock...................................................................7
         1.33.  Leave of Absence.................................................................7
         1.34.  Matching Account.................................................................7
         1.35.  Matching Contribution............................................................7
         1.36.  Nonhighly Compensated Employee...................................................7
         1.37.  OBRA '93 Annual Compensation Limit...............................................7
         1.38.  Participant......................................................................7
         1.39.  Plan.............................................................................8
         1.40.  Plan Sponsor.....................................................................8
         1.41.  Plan Year........................................................................8
         1.42.  PracticeWorks Account............................................................8
</TABLE>


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<TABLE>
<S>      <C>                                                                                    <C>
         1.43.  PracticeWorks Stock..............................................................8
         1.44.  Profit Sharing Account...........................................................8
         1.45.  Profit Sharing Contribution......................................................8
         1.46.  Rollover Account.................................................................8
         1.47.  Rollover Contributions...........................................................8
         1.48.  Transfer Account.................................................................8
         1.49.  Trust Agreement..................................................................8
         1.50.  Trust Fund.......................................................................8
         1.51.  Trustee..........................................................................8
         1.52.  Year of Service..................................................................8
         1.53.  Valuation Date...................................................................9

ss. 2.   PARTICIPATION...........................................................................9

         2.1.   Participation Requirements.......................................................9
         2.2.   Change in Status.................................................................9
         2.3.   Not a Contract of Employment.....................................................9
         2.4.   Transfer of Employment...........................................................9
         2.5.   USERRA..........................................................................10

ss. 3.   EMPLOYEE CONTRIBUTIONS.................................................................10

         3.1.   401(k) Contributions............................................................10
         3.2.   Payment of 401(k) Contributions  to Trustee.....................................10
         3.3.   Rate Changes....................................................................10
         3.4.   Suspension of 401(k) Contributions..............................................10
         3.5.   Rollover Contribution...........................................................11

ss. 4.   COMPANY CONTRIBUTIONS..................................................................11

         4.1.   Matching Contribution...........................................................11
         4.2.   Profit Sharing Contribution.....................................................12
         4.3.   Top-Heavy.......................................................................12
         4.4.   Payment of Company Contributions................................................12
         4.5.   Application of Suspense Account and Forfeitures.................................12

ss. 5.   ALLOCATIONS TO ACCOUNTS................................................................13

         5.1.   Allocation of 401(k) Contributions..............................................13
         5.2.   Allocation of Matching Contribution.............................................13
         5.3.   Annual Allocation of Profit Sharing Contribution................................13
         5.4.   Allocation of Rollover Contributions............................................13
         5.5.   Administrative Action...........................................................13
         5.6.   Allocation of Investment Gains or Losses........................................13
         5.7.   Statutory Allocation Restrictions...............................................14
         5.8.   Allocation Report...............................................................19
         5.9.   Allocation Corrections..........................................................19
</TABLE>


                                       ii
<PAGE>   4

<TABLE>
<S>      <C>                                                                                    <C>
ss. 6.   INVESTMENT OF ACCOUNTS.................................................................19

         6.1.   Account Investments.............................................................19
         6.2.   Transition Period to Implement Plan Changes.....................................20
         6.3.   Special Rules Concerning Investment in PracticeWorks Stock......................20
         6.4.   Special Rules Concerning Investment in InfoCure Stock...........................21

ss. 7.   PLAN BENEFITS..........................................................................22

         7.1.   Retirement Benefit..............................................................22
         7.2.   Disability Benefit..............................................................22
         7.3.   Death Benefit...................................................................23
         7.4.   Vested Benefit..................................................................23
         7.5.   Missing Claimant................................................................25

ss. 8.   BENEFIT DISTRIBUTION...................................................................26

         8.1.   Methods of Distribution.........................................................26
         8.2.   Death Benefits..................................................................26
         8.3.   Direct Rollovers................................................................26
         8.4.   Distribution Deadlines and Consent Requirement..................................27
         8.5.   Distribution Procedure..........................................................28
         8.6.   Withdrawals During Employment...................................................28

ss. 9.   ADMINISTRATION.........................................................................30

         9.1.   Plan Sponsor Powers and Duties..................................................30
         9.2.   Liquidity Requirements..........................................................30
         9.3.   Records.........................................................................30
         9.4.   Information from Others.........................................................30
         9.5.   Named Fiduciaries...............................................................30

ss. 10.  TRUST FUNDS AND TRUSTEE................................................................31

         10.1.  Trust Funds.....................................................................31
         10.2.  Notification to Trustee.........................................................31
         10.3.  Loans...........................................................................31

ss. 11.  AMENDMENT, TERMINATION AND INDEMNIFICATION.............................................33

         11.1.  Amendment.......................................................................33
         11.2.  Termination.....................................................................33
         11.3.  Indemnification.................................................................33

ss. 12.  MISCELLANEOUS..........................................................................34

         12.1.  Headings and References.........................................................34
         12.2.  Construction....................................................................34
</TABLE>


                                      iii
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<TABLE>
<S>      <C>                                                                                    <C>
         12.3.  Spendthrift Clause..............................................................34
         12.4.  Legally Incompetent.............................................................34
         12.5.  Benefits Supported Only by Funds................................................34
         12.6.  No Discrimination...............................................................34
         12.7.  Claims..........................................................................34
         12.8.  Nonreversion....................................................................35
         12.9.  Merger or Consolidation.........................................................35
         12.10. Agent for Service of Process....................................................35
         12.11. Qualified Domestic Relations Order..............................................35
         12.12. Top-Heavy Rules.................................................................36
         12.13. Statutory Compliance............................................................38
         12.14. Permitted Offsets...............................................................38

ss. 13.  SPECIAL PROVISIONS RELATING TO MERGERS, ACQUISITIONS AND OTHER TRANSFERS...............39

         13.1.  General.........................................................................39
         13.2.  Merger..........................................................................39
         13.3.  Investments.....................................................................39
         13.4.  Service with Prior Employers....................................................39
         13.5.  Transfer Accounts...............................................................39
         13.6.  Vesting for Human Touch Software Employees......................................39
</TABLE>


                                       iv
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                               PRACTICEWORKS, INC.
                           401(k) PROFIT SHARING PLAN

         PracticeWorks, Inc. hereby adopts the PracticeWorks, Inc. 401(k) Profit
Sharing Plan effective as of March 5, 2001. For Internal Revenue Code purposes,
this Plan shall be treated as a "profit sharing plan" with a cash or deferred
arrangement up to 100% of the assets of which may be invested in common stock
issued by the Plan Sponsor. Unless otherwise expressly set forth in this Plan,
the terms of this Plan shall apply only to Eligible Employees on or after March
5, 2001.

                               ss. 1. DEFINITIONS

         The following terms shall have the meanings set forth opposite such
terms for purposes of this Plan.

         1.1.     Account - means such amount of money, if any, as is evidenced
by the last balance posted to the individual bookkeeping account of each
Participant, Beneficiary or alternate payee in accordance with this Plan. Each
Account may consist of more than one sub-Account, and the record of each such
individual account shall be maintained by the Plan Sponsor. An Account shall
cease to exist when the money evidenced thereby is exhausted through
distributions or Forfeitures made in accordance with this Plan.

         1.2.     Actual Contribution Percentage - means for each Plan Year for
each Participant who is eligible to make 401(k) Contributions at any time during
such Plan Year the ratio (expressed as a percentage) of (a) the Matching
Contributions, if any, made on his or her behalf for such Plan Year to (b) his
or her Compensation for such Plan Year. The Actual Contribution Percentage of a
Participant who is eligible to make, but does not make, 401(k) Contributions
shall be zero.

         1.3.     Actual Deferral Percentage - means for each Plan Year for each
Participant who is eligible to make 401(k) Contributions at any time during such
Plan Year the ratio (expressed as a percentage) of (a) the 401(k) Contributions,
if any, made on his or her behalf for such Plan Year to (b) his or her
Compensation for such Plan Year. The Actual Deferral Percentage of a Participant
who is eligible to make, but does not make, 401(k) Contributions shall be zero.

         1.4.     Adjustment - means for each Valuation Date the net increase or
decrease in the fair market value of the funds attributable to investments
(after deducting expenses) for the period beginning immediately after the
preceding Valuation Date and ending on such Valuation Date as such increase or
decrease is determined by the Plan Sponsor.

         1.5.     Affiliate - means for each calendar year (a) any parent,
subsidiary or sister corporation which during such year is a member of a
controlled group of corporations


<PAGE>   7

(as defined in Code ss. 1563(a), disregarding Code ss. ss. 1563(a)(4) and
1563(e)(3)(C)) of which a Company is a member, (b) any trade or business,
whether or not incorporated, which during such year is considered to be under
common control with a Company under Code ss. 414(c), (c) any member of an
affiliated service group (under Code ss. 414(m)) which includes a Company, and
(d) any entity required to be aggregated with a Company under Code ss. 414(o).

         1.6.     Average Actual Contribution Percentage - means for each Plan
Year the average (expressed as a percentage) of the Actual Contribution
Percentage computed separately (a) for the group of Participants who are Highly
Compensated Employees during such Plan Year and (b) for the group of
Participants who are Nonhighly Compensated Employees during the preceding Plan
Year; provided, however, the Average Actual Contribution Percentage for
Nonhighly Compensated Employees for Plan Year 2001 shall be three percent.

         1.7.     Average Actual Deferral Percentage - means for each Plan Year
the average (expressed as a percentage) of the Actual Deferral Percentages
computed separately (a) for the group of Participants who are Highly Compensated
Employees during such Plan Year and (b) for the group of Participants who are
Nonhighly Compensated Employees during the preceding Plan Year; provided,
however, the Average Actual Deferral Percentage for Nonhighly Compensated
Employees for Plan Year 2001 shall be three percent.

         1.8.     Beneficiary - means the person or persons so designated as
such in accordance with ss. 7.3 by a Participant or by operation of this Plan.

         1.9.     Board - means the Plan Sponsor's Board of Directors.

         1.10.    Break in Service - means a Plan Year in which an Employee
fails to complete more than 500 Hours of Service.

         1.11.    Code - means the Internal Revenue Code of 1986, as amended,
and, if the Code is amended, any reference to a section of the Code in this Plan
automatically shall be deemed amended to conform to the related amendment to the
Code.

         1.12.    Company - means the Plan Sponsor, PracticeWorks, Inc., and
each other Affiliate which the Board designates as such for such calendar year.

         1.13.    Compensation - means for each Employee for each calendar year
the lesser of

                  (a)      the OBRA `93 Annual Compensation Limit or

                  (b)      the sum of (1) the Employee's wages within the
         meaning of Code ss. 3401(a) and all other compensation paid by the
         Affiliates to, or on behalf of, the Participant for each Plan Year that
         is reportable as "wages, tips and other compensation" on Form W-2
         (excluding income attributable to the exercise of any stock options) or
         such other form as the Affiliates are required to provide the


                                       2
<PAGE>   8

         Participant under Code ss. ss. 3401(a), 6041(d), 6051(a)(3) and 6052,
         and (2) the Participant's 401(k) Contributions under this Plan, any
         elective deferrals under any other Code ss. 401(k) plan maintained by
         an Affiliate that are excludible from income under Code ss. 402(e)(3),
         any contributions made on such Participant's behalf by an Affiliate to
         a Code ss. 125 cafeteria plan pursuant to a salary reduction agreement
         that are excludible under Code ss. 125 and any other contributions or
         deferrals excludible under Code ss. ss. 402(h), 403(b), 408(p),
         414(h)(2) or 457(b).

For a Participant's first Plan Year of participation, Compensation shall be
considered only after the Participant's Entry Date.

         1.14.    Distributable Account - means the 401(k) Account, Rollover
Account, Transfer Account and the vested percentage of a Matching Account and
Profit Sharing Account which are distributable to a Participant, a Beneficiary
or an alternate payee under ss. 8 as a result of an event described in ss. 7 or
ss. 12.11.

         1.15.    Effective Date - means March 5, 2001.

         1.16.    Elective Deferrals - means the 401(k) Contributions made on a
Participant's behalf under this Plan and the employer contributions made on his
or her behalf pursuant to an election to defer under any qualified cash or
deferred arrangement as described in Code ss. 401(k), any simplified employee
pension cash or deferred arrangement as described in Code ss. 402(h)(1)(B), any
plan described under Code ss. 501(c)(18), any salary reduction agreement for the
purchase of an annuity contract under Code ss. 403(b) and, to the extent
required under Code ss. 402(g)(8)(A)(ii), any eligible deferred compensation
plan under Code ss. 457.

         1.17.    Election - means an election or designation made on a form, by
telephonic voice response or by any other method authorized by the Plan Sponsor,
properly completed and timely delivered in accordance with such rules as the
Plan Sponsor adopts from time to time.

         1.18.    Eligible Employee - means as of any date each Employee who is
classified as of such date by a Company on such Company's payroll records as an
employee of such Company (without regard to whether he or she is classified by
any other person as a common law employee of such Company) other than an
Employee who as of such date is

                  (a)      a leased employee as described in ss. 1.19,

                  (b)      included in a unit of employees covered by a
         collective bargaining agreement unless the agreement by specific
         reference to this Plan permits participation in this Plan, or

                  (c)      a nonresident alien receiving no earned income from
         an Affiliate from sources within the United States (as more fully
         described in Code ss. 410(b)(3)(C)).


                                       3
<PAGE>   9

         1.19.    Employee - means each person who is an employee of an
Affiliate under such organization's uniform and nondiscriminatory personnel
policy and each person who is treated as such as a result of the "leased
employee" rules under Code ss. 414(n). For this purpose, a "leased employee"
means an employee who is not a common-law employee of an Affiliate ("recipient")
but who, pursuant to an agreement with another person, has performed services
for the recipient and related persons on a substantially full-time basis for a
period of at least one year and whose services are performed under primary
direction or control by the recipient; provided, however, the term "leased
employee" shall not include an individual who is described in the safe harbor
rules under Code ss. 414(n) or an individual who is not treated as a leased
employee under Code ss. 414(n).

         1.20.    Entry Date - means the Effective Date and thereafter each
January 1, April 1, July 1 and October 1.

         1.21.    ERISA - means the Employee Retirement Income Security Act of
1974, as amended and, if ERISA is amended, any reference to a section of ERISA
in this Plan automatically shall be deemed amended to conform to the related
amendment to ERISA.

         1.22.    Excess Aggregate Contributions - means for each Highly
Compensated Employee for each Plan Year the excess of (a) the Matching
Contributions actually taken into account in determining his or her Actual
Contribution Percentage for such Plan Year over (b) the maximum amount of such
contributions permitted for such Plan Year under Code ss. 401(m).

         1.23.    Excess Contributions - means for each Highly Compensated
Employee for each Plan Year the excess of (a) the 401(k) Contributions actually
taken into account in determining his or her Actual Deferral Percentage for such
Plan Year over (b) the maximum amount of such contributions permitted for such
Plan Year under Code ss. 401(k)(3)(A).

         1.24.    Excess Deferrals - means for each Participant for each year
the 401(k) Contributions for such year that exceed $10,500 (or, after 2001, the
dollar limit under Code ss. 402(g) in effect at the beginning of such year) and
that the Participant elects to be refunded from this Plan pursuant to the
procedures set forth in ss. 5.7(b).

         1.25.    Forfeiture - means the balance of a Participant's Matching
Account or Profit Sharing Account which is forfeited under this Plan as a result
of a termination of his or her employment as an Employee.

         1.26.    401(k) Account - means the fully vested sub-Account which
reflects a Participant's 401(k) Contributions under this Plan, 401(k)
contributions made to the InfoCure Plan by InfoCure and transferred to this Plan
and the related investment gains and losses.


                                       4
<PAGE>   10

         1.27.    401(k) Contributions - means the contributions made by a
Company on a Participant's behalf in lieu of cash compensation pursuant to his
or her Election under ss. 3.1.

         1.28.    Highly Compensated Employee - means for each Plan Year each
Participant who performs service for an Affiliate during the Plan Year and:

                  (a)      is a 5% owner of an Affiliate as defined in Code ss.
         416(i)(1)(B)(i) at any time during the Plan Year or the preceding
         12-month period; or

                  (b)      receives compensation in excess of $85,000 adjusted
         for cost-of-living increases in accordance with Code ss. 414(q) for the
         preceding 12-month period and was a member of the "top-paid group" for
         the preceding 12-month period. The "top-paid group" consists of the top
         20% of Employees ranked on the basis of compensation received during
         the applicable 12-month period. For purposes of determining the number
         of Employees in the top-paid group, the following Employees shall be
         excluded:

                           (1)      Employees who have not completed 6 months of
                  service,

                           (2)      Employees who normally work less than 17 1/2
                  hours per week,

                           (3)      Employees who normally work less than 6
                  months during any year,

                           (4)      Employees who have not attained age 21, and

                           (5)      except to the extent provided in
                  regulations, Employees who are included in a unit of Employees
                  covered by an agreement which the Secretary of Labor finds to
                  be a collective bargaining agreement between employee
                  representatives an Affiliate and that does not provide for
                  participation in this Plan

         The determination of which Employees are Highly Compensated Employees
is subject to Code ss. 414(q) and any regulations, rulings, notices or revenue
procedures under that section. In determining whether an Employee is a Highly
Compensated Employee for any Plan Year, a Company may use any allocations and
elections authorized under the applicable regulations, rulings, notices or
revenue procedures under Code ss. 414(q).

         For purposes of this ss. 1.28, "compensation" means the Participant's
W-2 compensation, plus the Participant's 401(k) Contributions and any other
contributions or deferrals made on his or her behalf to a retirement plan of an
Affiliate under Code ss. 125 and ss. 401(k) and any other contributions or
deferrals excludable under Code ss. ss. 402(h), 403(b), 408(p), 414(h)(2) or
457(b).


                                       5
<PAGE>   11

         1.29.    Hour of Service -

                  (a)      General. The term "Hour of Service" means each hour
         for which an individual:

                           (1)      is paid, or entitled to payment, for the
                  performance of duties for an Affiliate,

                           (2)      is directly or indirectly paid, or entitled
                  to payment, by an Affiliate for a period of time (without
                  regard to whether the "employment" relationship is terminated)
                  when the individual performs no duties due to vacations,
                  holidays, illness, incapacity (including disability), layoff,
                  jury duty, military duty or leave of absence, or

                           (3)      is paid by an Affiliate for any reason an
                  amount as "back pay," irrespective of mitigation of damages.

                  (b)      Additional Rules. Notwithstanding the foregoing,

                           (1)      except as otherwise required under federal
                  law, no more than 501 Hours of Service will be credited to an
                  individual for any single continuous period during which he or
                  she performs no duties for an Affiliate;

                           (2)      an hour for which an individual is paid, or
                  entitled to payment, on account of a period in which he or she
                  performs no duties for an Affiliate will not be credited as an
                  Hour of Service if such payment is made or is due under a plan
                  maintained solely to comply with applicable worker's
                  compensation laws, unemployment compensation laws or
                  disability insurance laws;

                           (3)      an Hour of Service will not be credited to
                  an individual on account of a payment that reimburses such
                  individual for medical, or medically related, expenses
                  incurred by or on behalf of the individual;

                           (4)      Hour of Service credit, if any, for periods
                  when no duties are performed for an Affiliate will be
                  calculated in accordance with applicable Department of Labor
                  regulations;

                           (5)      Hours of Service credited for the
                  performance of duties by hourly paid Employees will be the
                  actual number of Hours of Service completed by an individual
                  and Hours of Service credited for the performance of duties by
                  salaried Employees will be 190 Hours of Service per month if
                  the Employee is credited with one Hour of Service in such
                  month;

                           (6)      An individual will earn Hours of Service
                  credit without regard to whether such individual is treated as
                  an "employee" of an Affiliate as a


                                       6
<PAGE>   12

                  result of the application of common law principles or by
                  operation of Code ss. 414(n); and

                           (7)      An individual will receive credit for all
                  Hours of Service completed with InfoCure as well as hours of
                  service credited under the terms of the InfoCure Plan.

         1.30.    InfoCure - means InfoCure Corporation, and any successor to
it.

         1.31.    InfoCure Plan - means the InfoCure Corporation 401(k) Profit
Sharing Plan as in effect on the day prior to the Effective Date.

         1.32.    InfoCure Stock - means the common stock of InfoCure.

         1.33.    Leave of Absence - means an approved leave of absence granted
in writing to an Employee by an Affiliate for which the Employee is employed in
accordance with applicable federal or state law or such organization's personnel
policy for a period during which such Employee is expected to cease actively
performing duties for which such Employee is paid or entitled to payment as an
Employee under circumstances which do not involve a quit, discharge or
retirement.

         1.34.    Matching Account - means the sub-Account maintained as part of
a Participant's Account to show his or her interest attributable to Matching
Contributions from this Plan, matching contributions made to the InfoCure Plan
by InfoCure and the related investment gains and losses.

         1.35.    Matching Contribution - means the contribution made by a
Company on a Participant's behalf under ss. 4.1.

         1.36.    Nonhighly Compensated Employee - means a Participant who
performs service for an Affiliate during the Plan Year and who is not a Highly
Compensated Employee.

         1.37.    OBRA '93 Annual Compensation Limit - means $170,000, as
adjusted after 2001 for increases in the cost of living in accordance with Code
ss. 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year
applies to any period, not exceeding 12 months, over which Compensation is
determined (determination period) beginning in such calendar year. If a
determination period consists of fewer than 12 months, the OBRA '93 Annual
Compensation Limit will be multiplied by a fraction, the numerator of which is
the number of months in the determination period, and the denominator of which
is 12. Any reference in this Plan to the limitation under Code ss. 401(a)(17)
shall mean the OBRA '93 Annual Compensation Limit set forth in this ss. 1.36.

         1.38.    Participant - means for any calendar year each Eligible
Employee of a Company who satisfies the requirements described in ss. 2 and each
former Employee for whom an Account is maintained.


                                       7
<PAGE>   13

         1.39.    Plan - means this PracticeWorks, Inc. 401(k) Profit Sharing
Plan effective as of the Effective Date and all amendments to such Plan.

         1.40.    Plan Sponsor - means PracticeWorks, Inc. and any successor to
such organization.

         1.41.    Plan Year - means the Effective Date to December 31, 2001 and
thereafter the calendar year.

         1.42.    PracticeWorks Account - means a Participant's 401(k) Account,
Matching Account, Profit Sharing Account and Rollover Account.

         1.43.    PracticeWorks Stock - means the common stock of the Plan
Sponsor.

         1.44.    Profit Sharing Account - means the sub-Account which reflects
a Participant's Profit Sharing Contributions from this Plan, profit sharing
contributions made to the InfoCure Plan by InfoCure and transferred to this
Plan, top heavy contributions made under ss. 12.12 and any related investment
gains and losses.

         1.45.    Profit Sharing Contribution - means the contribution made by a
Company on a Participant's behalf under ss. 4.2.

         1.46.    Rollover Account - means the fully vested sub-Account which
reflects a Participant's Rollover Contributions or rollover contributions made
to the InfoCure Plan and transferred to this Plan and any related investment
gains and losses.

         1.47.    Rollover Contributions - means one (or more than one) amount
that qualifies as an eligible rollover distribution under Code ss. 402(c) or one
(or more than one) amount that qualifies under Code ss. 408(d) as a rollover
contribution from a qualified individual retirement account.

         1.48.    Transfer Account - means the fully vested Account which
reflects a Participant's pre-tax deferral contributions, matching contributions,
profit sharing contributions and rollover contributions and the related
investment gains and losses on such contributions transferred to, or merged with
and into, this Plan.

         1.49.    Trust Agreement - means each separate agreement that
establishes a separate trust fund which is a part of this Plan.

         1.50.    Trust Fund - means the trust fund which is established and
maintained as part of and in accordance with this Plan under the Trust
Agreement.

         1.51.    Trustee - means the corporation, individual or individuals, or
other legal entity appointed by the Plan Sponsor and designated to serve as the
trustee of the Trust Fund from time to time.

         1.52.    Year of Service - means each Plan Year in which an individual
is credited with 1,000 Hours of Service.


                                       8
<PAGE>   14

         1.53.    Valuation Date - means each business day of the American Stock
Exchange.

                              ss. 2. PARTICIPATION

         2.1.     Participation Requirements.

                  (a)      Initial Participation. Each Eligible Employee shall
         be eligible to participate in the Plan as of the Effective Date.

                  (b)      General. After the Effective Date, each Eligible
         Employee shall be eligible to participate in this Plan as of the Entry
         Date coinciding with or immediately following the date he or she
         completes three months of employment and attains age 21.

                  (c)      Reemployment. If a Participant terminates employment
         and is reemployed as an Eligible Employee, he or she will be reinstated
         as a Participant, if necessary, on the first day he or she completes an
         Hour of Service as an Eligible Employee. Each other former Eligible
         Employee who is reemployed will become a Participant in accordance with
         ss. 2.1(b).

         2.2.     Change in Status. If the status of an individual changes from
Eligible Employee to ineligible and back to Eligible Employee, he or she will
become a Participant on the later of the date his or her status changes back to
Eligible Employee or the date he or she would have become a Participant under
ss. 2.1. If the Plan Sponsor discovers that an individual it determined to be an
Eligible Employee is in fact not an Eligible Employee, the Plan Sponsor will as
soon as practicable after such discovery direct the Trustee to refund the 401(k)
Contributions made on behalf of such individual to this Plan. In no event will
Matching Contributions be made with respect to the refunded contributions.

If the Plan Sponsor discovers that an Eligible Employee was not treated as
covered under the Plan, the Plan Sponsor as soon as practicable after such
discovery will take such action as it deems appropriate and proper under the
circumstances to remedy such omission.

         2.3.     Not a Contract of Employment. This Plan is intended only to
encourage Eligible Employees of the Companies to save for their retirement. This
Plan is not a contract of employment. Participation in this Plan will not give
any person either the right to be retained as an Employee or, upon such person's
termination of employment, the right to any interest in the Trust Fund other
than his or her interest as expressly set forth in this Plan.

         2.4.     Transfer of Employment. The transfer of an Eligible Employee
from one Company to another shall be considered a transfer of employment and
such transferred Employee shall not be considered a newly hired Employee of the
transferor for any purpose under this Plan.


                                       9
<PAGE>   15

         2.5.     USERRA. Notwithstanding anything in this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service shall be provided in accordance with Code ss. 414(u).

                          ss. 3. EMPLOYEE CONTRIBUTIONS

         3.1.     401(k) Contributions.

                  (a)      General. Subject to the rules and limitations in this
         ss. 3 and in ss. 5, each Participant who is an Eligible Employee may
         elect that his or her Company make 401(k) Contributions through payroll
         deductions. A Participant may elect to begin 401(k) Contributions as of
         any Entry Date. Any such Election will be effective for the first pay
         date after the Participant's Company processes the Election and will
         continue while the Participant is an Eligible Employee or until the
         Participant changes the rate of his or her 401(k) Contributions in
         accordance with ss. 3.3 or suspends his or her election to make 401(k)
         Contributions in accordance with ss. 3.4. A Participant who was
         contributing 401(k) contributions to the InfoCure Plan on the day prior
         to the Effective Date shall continue to make 401(k) Contributions to
         this Plan pursuant to such election unless he or she changes his or her
         rate of 401(k) Contributions.

                  (b)      Amount of 401(k) Contributions. A Participant may
         elect to make 401(k) Contributions in 1% increments of his or her
         Compensation for each pay period from 1% to 15% of his or her
         Compensation for such pay period.

         The Plan Sponsor has the right at any time unilaterally to reduce
         prospectively the amount or percentage of 401(k) Contributions elected
         by any Participant who is a Highly Compensated Employee if it
         determines that a reduction is appropriate in light of the limitations
         under ss. 5.

         3.2.     Payment of 401(k) Contributions to Trustee. All 401(k)
Contributions will be paid to the Trustee as soon as practicable after the
related payroll deductions are made and, in any event, by the deadline, if any,
established for such contributions under ERISA or the Code.

         3.3.     Rate Changes. A Participant may change his or her rate of
401(k) Contributions in accordance with the policies and procedures established
by the Plan Sponsor.

         3.4.     Suspension of 401(k) Contributions.

                  (a)      Voluntary Suspension. A Participant may elect at any
         time to completely suspend his or her 401(k) Contributions. Such
         suspension will be effective as soon as administratively feasible after
         the Company processes the Participant's Election. Thereafter, such
         Participant may elect to resume making 401(k) Contributions as of any
         Entry Date. Any such election will be effective for the first pay date
         after the Participant's Company processes it.


                                       10
<PAGE>   16

                  (b)      Change in Eligibility Status. A Participant's 401(k)
         Contributions will automatically stop when he or she ceases to be an
         Eligible Employee. If such Participant's status thereafter changes to
         an Eligible Employee (whether by reemployment or otherwise), he or she
         may elect to resume making 401(k) Contributions for any subsequent
         Entry Date (provided he or she is entitled to participate in the Plan
         under ss. 2) and such Election will be effective as soon as
         administratively practicable after the Participant's Company processes
         his or her Election for such resumption.

                  (c)      Hardship Withdrawal. A Participant will be treated as
         if he or she had elected to completely suspend 401(k) Contributions for
         the 12-month period following a hardship withdrawal in accordance with
         ss. 8.6. A Participant may elect to resume making 401(k) Contributions
         for any Entry Date after the end of the suspension period as determined
         under ss. 8.6(a). His or her Election will be effective as soon as
         administratively practicable after the Participant's Company processes
         it.

                  (d)      Leave of Absence. If a Participant is on a Leave of
         Absence, his or her 401(k) Contributions will continue to be deducted
         during such period provided he or she continues to be classified as an
         Eligible Employee during the Leave of Absence. However, to the extent
         the Leave of Absence is unpaid, a Participant will be treated as if he
         or she had elected to completely suspend 401(k) Contributions during
         the period of unpaid leave. Payroll deductions will resume as soon as
         administratively practicable after the Participant's resumption of
         active employment as an Eligible Employee and his or her completion of
         an Election in accordance with ss. 3.1.

         3.5.     Rollover Contribution. A Rollover Contribution may be made by
an Eligible Employee (or transferred to this Plan in a direct rollover from
another plan) in cash without regard to whether the Eligible Employee has
satisfied the minimum age and service requirements described in ss. 2.1.

                          ss. 4. COMPANY CONTRIBUTIONS

         4.1.     Matching Contribution.

                  (a)      General. Subject to the rules and limitations set
         forth in this ss. 4 and in ss. 5, a Company in its absolute discretion
         may make a Matching Contribution each Plan Year. The Company may change
         the amount of the Matching Contribution from time to time, but in any
         event will ignore 401(k) Contributions in excess of 6% of a
         Participant's Compensation. Matching Contributions will be made without
         regard to whether a Company actually has current or accumulated profits
         for such year.

                  (b)      No Matching Contributions on Refunds. No Matching
         Contribution will be made with respect to any 401(k) Contributions that
         are refunded under ss. ss. 5.7(a) or 5.7(b) to comply with the limits
         under Code ss. ss. 415 or 402(g). If it is


                                       11
<PAGE>   17

         determined that any portion of the Matching Contributions credited to a
         Participant's Matching Account is attributable to refunded 401(k)
         Contributions, those Matching Contributions automatically will be
         deducted from the Participant's Matching Account and will be treated as
         a Forfeiture as soon as practicable after such determination is made.

                  (c)      Form of Matching Contribution. The Plan Sponsor may,
         in its sole discretion, make any Matching Contribution in cash or in
         shares of PracticeWorks Stock.

         4.2.     Profit Sharing Contribution. Subject to the rules and
limitations set forth in ss. 5, a Company in its absolute discretion will
determine the amount, if any, that will be contributed as a Profit Sharing
Contribution for each Plan Year. The Profit Sharing Contribution, if the Company
so elects to make the contribution, will be made as of the last day of such Plan
Year. Profit Sharing Contributions will be made without regard to whether a
Company actually has current or accumulated profits for such year. The Plan
Sponsor may, in its sole discretion, make any Profit Sharing Contribution in
cash or in shares of PracticeWorks Stock.

         4.3.     Top-Heavy. As of the last day of each Plan Year, a
determination will be made on whether this Plan is "top-heavy" under ss.
12.12(a) and, if this Plan is "top-heavy", the Companies will contribute such
amounts, if any, as are necessary to satisfy minimum allocation requirements
under ss. 12.12. Any such contributions will be credited as of the last day of
such Plan Year to the affected Participant's Profit Sharing Account.

         4.4.     Payment of Company Contributions. Notwithstanding anything to
the contrary in this Plan, each Company will make the contributions called for
under this ss. 4; although the Plan Sponsor in its absolute discretion may
choose to make the Company contributions called for under this ss. 4 on behalf
of each Company and to charge each Company with its allocable portion of the
contributions in accordance with those procedures the Plan Sponsor in its
absolute discretion deems appropriate. Matching Contributions, Profit Sharing
Contributions and contributions to satisfy the top-heavy minimum will be paid to
the Trustee at such times as the Plan Sponsor determines in its absolute
discretion, but in no event later than the due date (including extensions) of
the Plan Sponsor's federal income tax return for the year ending with or within
the Plan Year for which the contribution was made.

         4.5.     Application of Suspense Account and Forfeitures. Excess
amounts that are transferred to a Code ss. 415 suspense account for a Plan Year
pursuant to ss. 5.7(a)(3) and Forfeitures, if any, will be applied first, to pay
expenses and to restore Accounts pursuant to ss. 7.4(d); second, to reduce the
Matching Contributions for contribution periods in the Plan Year (and succeeding
Plan Years, if necessary); and third, to reduce the Profit Sharing Contributions
for contribution periods in the Plan Year (and succeeding Plan Years, if
necessary).


                                       12
<PAGE>   18

                         ss. 5. ALLOCATIONS TO ACCOUNTS

         5.1.     Allocation of 401(k) Contributions. Subject to the
restrictions set forth in ss. 5.7, as of each Valuation Date the Plan Sponsor
shall credit any 401(k) Contributions as soon as practicable, but in any event
no later than the time required by ERISA or the Code, to the 401(k) Account of
each Participant on whose behalf such contributions are made.

         5.2.     Allocation of Matching Contribution.

                  (a)      Matching Contributions. A Company's Matching
         Contribution shall be allocated to the Matching Account of Participants
         identified in ss. 5.2(b).

                  (b)      Eligible Participants. A Participant shall be
         eligible to share in the allocation of the Matching Contribution for a
         Plan Year only if he or she has elected to make 401(k) Contributions
         during such Plan Year and is an Eligible Employee on the last day of
         such Plan Year and has a Year of Service for such Plan Year or if such
         Participant terminated employment during such Plan Year due to death,
         disability within the meaning of ss. 7.2(b) during such Plan Year, or
         attainment of age 65 in such Plan Year or any prior Plan Year.

         5.3.     Annual Allocation of Profit Sharing Contribution.

                  (a)      Profit Sharing Contribution. A Company's Profit
         Sharing Contribution shall be allocated to a Participant's Profit
         Sharing Account in the same proportion that his or her Compensation for
         such calendar year bears to the total Compensation of all such
         Participants identified in ss. 5.3(b) for such year.

                  (b)      Eligible Participants. A Participant shall be
         eligible to share in the allocation of the Profit Sharing Contribution
         for a Plan Year only if he or she is an Eligible Employee on the last
         day of such Plan Year and has a Year of Service for such Plan Year or
         if such Participant terminated employment during such Plan Year due to
         death, disability within the meaning of ss. 7.2(b) during such Plan
         Year, or attainment of age 65 in such Plan Year or any prior Plan Year.

         5.4.     Allocation of Rollover Contributions. Rollover Contributions
will be allocated to the Rollover Account of the Eligible Employee who either
made a Rollover Contribution or directed that a Rollover Contribution be made to
the Plan.

         5.5.     Administrative Action. As soon as practicable after each
Valuation Date, Participants and Beneficiaries who as of such Valuation Date are
entitled to one or more of the allocations called for in this ss. 5 shall be
identified and the information which the Plan Sponsor (in its judgment) needs to
make such allocations shall be furnished to the Plan Sponsor by each Company as
a condition to the Plan Sponsor making such allocations.

         5.6.     Allocation of Investment Gains or Losses. The Plan Sponsor
shall allocate the Adjustment for each Valuation Date among the applicable
sub-Accounts of


                                       13
<PAGE>   19

each Participant, Beneficiary or alternate payee in the proportion that each
such sub-Account bears to all such sub-Accounts in order that each such
sub-Account will proportionately benefit from any earnings or appreciation in
the value of the assets of the Trust Fund in which such sub-Account is invested
or proportionately suffer any losses or depreciation in the value of such
assets. This allocation shall be made in accordance with such reasonable and
equitable procedures as may be established from time to time by the Plan
Sponsor, which procedures may include allocations based on units.

         5.7.     Statutory Allocation Restrictions.

                  (a)      Code ss. 415 Limitations.

                           (1)      General Rule. The sum of the 401(k)
                  Contributions (excluding any 401(k) Contributions refunded
                  pursuant to ss. 5.7(b) but including any Excess Contributions
                  distributed to the Participant under ss. 5.7(c)), the Matching
                  Contribution and the Profit Sharing Contribution allocated for
                  any calendar year (the "limitation year") to the Account of
                  any Participant ("annual addition") shall (after taking in
                  account the special rules under ss. 5.7(a)(2)) under no
                  circumstances exceed the lesser of:

                                    (A)      25% of the Participant's W-2
                           compensation plus the Participant's 401(k)
                           Contributions and any other contributions or
                           deferrals made on the Participant's behalf by an
                           Affiliate to a retirement plan or cafeteria plan that
                           are excludible under Code ss.ss. 125, 401(k), 402(h),
                           403(b), 408(p) or 457(b), for such calendar year;

                                    (B)      $35,000 for 2001 (and the dollar
                           limit under Code ss. 415(c)(1)(A) thereafter); or

                                    (C)      such lesser amount as the Plan
                           Sponsor deems necessary or appropriate to satisfy the
                           requirements of Code ss. 415 in light of ss.
                           5.7(a)(1) and the benefits, if any, accrued and the
                           contributions, if any, made for such Participant
                           under any other employee benefit plan maintained by
                           an Affiliate.

                           (2)      Special Rules.

                                    (A)      A contribution made by or on behalf
                           of an Employee under any other defined contribution
                           plan (as defined in Code ss. 414(i)) which is
                           maintained by an Affiliate shall be treated as made
                           under this Plan by or on behalf of such Employee.

                                    (B)      A contribution which is credited
                           under a welfare benefit fund maintained by an
                           Affiliate for any year to a reserve for
                           post-retirement medical benefits for an Employee who
                           is a "key employee" (as defined in Code ss. 416(i))
                           shall be treated as part of


                                       14
<PAGE>   20

                           the Company contribution made on his or her behalf
                           under this Plan when, and to the extent, required
                           under Code ss. 419A(d).

                           (3)      Excess Amount. In the event that ss.
                  5.7(a)(1) actually restricts the amount otherwise allocable in
                  any allocation step to any Account, the total amount which was
                  unallocable in such step ("Excess Amount") shall be disposed
                  of as follows. First, the Participant's 401(k) Contributions,
                  if any, (and any investment gain attributable to such
                  contributions) shall be refunded to the Participant to the
                  extent that such refund would satisfy such limitation. If an
                  Excess Amount still exists after such refund, the amount shall
                  be deemed to be a Forfeiture and the Plan Sponsor shall
                  transfer such unallocable amount to a suspense account which
                  (1) shall be deemed to be a Forfeiture for purposes of the
                  annual allocations for the succeeding calendar year and (2)
                  shall be added to the Adjustment as an investment gain in the
                  event that there is a termination of this Plan (within the
                  meaning of ss. 11.2) before the date as of which such suspense
                  account becomes allocable in its entirety as a Forfeiture.

                           Any 401(k) Contributions refunded under this ss.
                  5.7(a)(3) shall be disregarded for purposes of the Code ss.
                  402(g) limitations under ss. 5.7(b) and the Code ss. 401(k)
                  limitations under ss. 5.7(c).

                  (b)      Dollar Limitations on 401(k) Contributions.

                           (1)      General. No Participant shall be permitted
                  to have Elective Deferrals made on his or her behalf under
                  this Plan or any other qualified plan maintained by an
                  Affiliate during any year in excess of $10,500 (or, after
                  2001, the dollar limit under Code ss. 402(g) in effect at the
                  beginning of such year). If a Participant's 401(k)
                  Contributions under this Plan exceed such dollar limit, such
                  Participant shall be deemed to have made a request for a
                  refund under ss. 5.7(b)(2) and such excess shall be refunded
                  in accordance with ss. 5.7(b)(3).

                           Although a Participant's 401(k) Contributions under
                  this Plan cannot exceed such dollar limit, his or her
                  aggregate Elective Deferrals nevertheless can exceed such
                  dollar limit in a calendar year if he or she participates in
                  at least one other plan that provides for Elective Deferrals.
                  In that event, such Participant may request a refund in
                  accordance with ss. 5.7(b)(2) and his or her Excess Deferrals
                  shall be refunded in accordance with ss. 5.7(b)(3).

                           (2)      Refund Election. A Participant may request a
                  refund from this Plan of any Excess Deferrals made during a
                  year by filing a claim with the Plan Sponsor on or before
                  March 1 of the next year. Such claim shall be in writing,
                  shall specify the dollar amount of the Participant's Excess
                  Deferrals assigned to this Plan for such year and shall
                  include a written statement that such amounts, if not
                  distributed to such Participant, will


                                       15
<PAGE>   21

                  exceed the limit imposed on the Participant by Code ss. 402(g)
                  for the year in which the deferral occurred.

                           (3)      Distribution of Excess Deferrals. Excess
                  Deferrals, plus any income and minus any loss allocable to
                  such Excess Deferrals for the year in which such Excess
                  Deferrals were made (as determined in accordance with ss. 5.7
                  and the regulations under Code ss. 402(g)), shall be
                  distributed no later than April 15 of the following calendar
                  year to a Participant whose Excess Deferrals for the preceding
                  Plan Year were assigned to this Plan under ss. 5.7(b)(2).

                           (4)      Treatment. Any 401(k) Contributions that
                  exceed the Code ss. 402(g) limit shall be taken into account
                  for purposes of the limitations under ss. 5.7(c) even if the
                  excess 401(k) Contributions are refunded in accordance with
                  this ss. 5.7(b). However, excess 401(k) Contributions refunded
                  to a Nonhighly Compensated Employee shall not be taken into
                  account for purposes of ss. 5.7(c) to the extent the excess
                  arises solely from 401(k) Contributions under this Plan and
                  Elective Deferrals under all other qualified plans, contracts
                  and arrangements maintained by an Affiliate pursuant to Code
                  ss. 402(c)(3). Excess 401(k) Contributions refunded under this
                  ss. 5.7(b) shall not be taken into account for purposes of
                  Code ss. 415 limitations under ss. 5.7(a).

                  (c)      Limitations on 401(k) Contributions for Highly
         Compensated Employees.

                           (1)      General. The Average Actual Deferral
                  Percentage for Highly Compensated Employees who are Eligible
                  Employees for any Plan Year shall not exceed the greater of

                                    (A)      the Average Actual Deferral
                           Percentage for Nonhighly Compensated Employees who
                           are Eligible Employees for the Plan Year multiplied
                           by 1.25, or

                                    (B)      the Average Actual Deferral
                           Percentage Nonhighly Compensated Employees who are
                           Eligible Employees for the Plan Year multiplied by 2,
                           provided that the Average Actual Deferral Percentage
                           for such Highly Compensated Employees does not exceed
                           the Average Actual Deferral Percentage for such
                           Nonhighly Compensated Employees by more than 2
                           percentage points.

                           (2)      Special Rules.

                                    (A)      Other Plan or Arrangements. For
                           purposes of this ss. 5.7(c), the Actual Deferral
                           Percentage for a Highly Compensated Employee for the
                           Plan Year and who is eligible to have "elective
                           deferrals" as described in Code ss. 402(g)(3)(A)
                           allocated to his or her account under two or more
                           plans or arrangements described in


                                       16
<PAGE>   22

                           Code ss. 401(k) that are maintained by an Affiliate
                           shall be determined as if all such contributions were
                           made under this Plan.

                                    (B)      Code ss. 410(b) Aggregation. If
                           this Plan satisfies the requirements of Code ss. ss.
                           401(k), 401(a)(4) or 410(b) only if aggregated with
                           one or more other plans, or if one or more other
                           plans satisfy the requirements of such Code sections
                           only if aggregated with this Plan, then this ss.
                           5.7(c) shall be applied by determining the Actual
                           Deferral Percentages of Participants as if all such
                           plans were a single plan.

                                    (C)      Other Requirements. The
                           determination and treatment of the 401(k)
                           Contributions and Actual Deferral Percentage and
                           Excess Contributions of any Participant shall satisfy
                           such other requirements as may be prescribed by the
                           Secretary of the Treasury.

                           (3)      Distribution of Excess Contributions. Excess
                  Contributions made for any Plan Year, plus any income and
                  minus any loss allocable to such Excess Contributions for such
                  Plan Year (as determined in accordance with ss. 5.7 and the
                  regulations under Code ss. 401(k)), shall be distributed no
                  later than the last day of the immediately following Plan Year
                  to Highly Compensated Employees on whose behalf such Excess
                  Contributions were made. Such distributions shall be made to
                  such Participants on the basis of the amount of the Excess
                  Contributions starting with the Highly Compensated Employee
                  with the greatest dollar amount of 401(k) Contributions and
                  ending when the Excess Contributions have been refunded in
                  full.

                           (4)      Order for Determining Excess Contributions.
                  Excess Contributions shall be determined after first
                  determining Excess Deferrals. The Excess Contributions which
                  would otherwise be distributed to the Participant shall be
                  reduced, in accordance with federal income tax regulations, by
                  the Excess Deferrals distributed to the Participant under ss.
                  5.7(b).

                  (d)      Limitations on Matching Contributions for Highly
         Compensated Employees.

                           (1)      General. The Average Actual Contribution
                  Percentage for Highly Compensated Employees who are Eligible
                  Employees for any Plan Year shall not exceed the greater of

                                    (A)      The Average Actual Contribution
                           Percentage for Nonhighly Compensated Employees who
                           are Eligible Employees for the Plan Year multiplied
                           by 1.25, or


                                       17
<PAGE>   23

                                    (B)      the Average Actual Contribution
                           Percentage for Nonhighly Compensated Employees who
                           are Eligible Employees for the Plan Year multiplied
                           by 2, provided that the Average Actual Contribution
                           Percentage for such Highly Compensated Employees does
                           not exceed the Average Actual Contribution Percentage
                           for such Nonhighly Compensated Employees by more than
                           2 percentage points.

                           (2)      Special Rules.

                                    (A)      Other Plan or Arrangements. For
                           purposes of this ss. 5.7(d), the Actual Contribution
                           Percentage for any Highly Compensated Employee for
                           the Plan Year and who is eligible to have "matching
                           contributions" as described in Code ss. 401(m)(4)
                           allocated to his or her account under two or more
                           plans or arrangements described in Code ss. 401(m)
                           that are maintained by an Affiliate shall be
                           determined as if all such contributions were made
                           under this Plan.

                                    (B)      Code ss. 410(b) Aggregation. If
                           this Plan satisfies the requirements of Code ss.ss.
                           401(k), 401(a)(4) or 410(b) only if aggregated with
                           one or more other plans, or if one or more other
                           plans satisfy the requirements of such Code sections
                           only if aggregated with this Plan, then this ss.
                           5.7(d) shall be applied by determining the Actual
                           Contribution Percentages of Participants as if all
                           such plans were a single plan.

                                    (C)      Other Requirements. The
                           determination and treatment of the Matching
                           Contributions and Actual Contribution Percentage and
                           Excess Aggregate Contributions of any Participant
                           shall satisfy such other requirements as may be
                           prescribed by the Secretary of the Treasury.

                           (3)      Distribution or Forfeiture of Excess
                  Aggregate Contributions. Excess Aggregate Contributions for a
                  Plan Year (adjusted for investment gain or loss) will be
                  forfeited to the extent forfeitable under ss. 7.4 or
                  distributed to the extent not so forfeitable from the Accounts
                  of Highly Compensated Employees no later than the last day of
                  the immediately following Plan Year. The distributions or
                  forfeitures will be made on the basis of the amount of
                  Matching Contributions, starting with the Highly Compensated
                  Employee with the greatest dollar amount of Matching
                  Contributions. The distributions and forfeitures will cease
                  when the Excess Aggregate Contributions have been distributed
                  or forfeited in full.

                           (4)      Determination of Investment Gain or Loss.
                  Excess Aggregate Contributions will be adjusted for investment
                  gain or loss for the Plan Year for which the contributions
                  were made in accordance with the


                                       18
<PAGE>   24

                  regulations under Code ss. 401(m) but will not be adjusted for
                  investment gain or loss for the period between the end of the
                  Plan Year and the date the Excess Aggregate Contributions are
                  distributed or forfeited.

         5.8.     Allocation Report. After the Plan Sponsor has made the
allocations for any quarterly Valuation Date described in this ss. 5, the Plan
Sponsor shall deliver to each Company a report which lists each Participant and
states the balance credited to each Account maintained for each such person. The
Plan Sponsor also shall deliver at least annually to each Company an individual
statement for each Participant which states the balance credited to his or her
Account and which may be forwarded to that person.

         5.9.     Allocation Corrections. If an error or omission is discovered
in any Account, the Plan Sponsor shall make such adjustment as it, acting in its
discretion, deems appropriate to correct such error or omission.

                         ss. 6. INVESTMENT OF ACCOUNTS

         6.1.     Account Investments.

                  (a)      General. It is intended that Participants,
         Beneficiaries of deceased Participants and alternate payees will have
         an opportunity to direct the investment of their 401(k) Account,
         Rollover Account, Profit Sharing Account, Transfer Account and, after
         it is 100% vested, Matching Account among investment funds selected by
         the Plan Sponsor. Subject to ss.6.4, the Matching Account will be
         invested in PracticeWorks Stock until it is 100% vested. The Plan
         Sponsor will select four or more investment funds to make available
         under the Trust Fund, and each such investment fund will be described
         for Participants in the summary plan description for this Plan or in
         such other materials as the Plan Sponsor deems suitable under the
         circumstances. The investment funds may include, but are not limited
         to, (1) mutual funds, (2) investment or annuity contracts issued by an
         insurance company, (3) collective investment funds, and (4)
         PracticeWorks Stock. The assets of the Plan may be commingled for
         investment purposes in a group trust and with the assets of other plans
         whether or not the assets of this Plan will be held in a separate
         investment fund.

                  (b)      Investment Elections. Each Participant, Beneficiary
         and alternate payee of a deceased Participant will have the right to
         elect how his or her 401(k) Account, Profit Sharing Account, Rollover
         Account, Transfer Account and, after it is 100% vested, Matching
         Account will be invested among the available investment funds in
         accordance with procedures established from time to time by the Plan
         Sponsor and the Trustee. An individual may revise his or her investment
         Election at such times and in accordance with such procedures as are
         established by the Plan Sponsor. An individual's 401(k) Account, Profit
         Sharing Account, Rollover Account, Transfer Account and, after it is
         100%


                                       19
<PAGE>   25

         vested, Matching Account will continue to be invested in accordance
         with his or her most recent investment Election until such Election is
         properly changed.

                  (c)      ERISA ss. 404(c). To the extent the Company chooses
         to take advantage of any relief afforded to Plan fiduciaries under
         ERISA ss. 404(c) and the regulations thereunder, the Plan Sponsor will
         (1) designate a fiduciary who is obligated to implement Participant and
         Beneficiary instructions, (2) determine the manner and frequency of
         investment instructions and any limitations on such instructions and
         (3) establish such other procedures as may be necessary or appropriate
         to implement Participant and Beneficiary instructions or the
         requirements of ERISA ss. 404(c). Any such procedures may be amended or
         modified from time to time by the Plan Sponsor in its discretion and
         all such procedures and any amendments or modifications to such
         procedures are incorporated into and made a part of this Plan.

                  (d)      Amounts Available for Investment. Contributions under
         this Plan will not be treated as part of an Account for investment
         purposes until such contributions are actually received by the Trustee
         and posted on its records as available for investment by the
         Participant, Beneficiary or alternate payee.

         6.2.     Transition Period to Implement Plan Changes. In connection
with a change in recordkeepers, trustees or other service providers for the
Plan, a change in the methodology for valuing accounts, a change in investment
options, a plan merger or other circumstances, a temporary interruption in the
normal operations of the Plan may be required in order to properly implement
such change or merger or take action in light of such circumstances. In such
event or under such circumstances, the Plan Sponsor may take such action as it
deems appropriate under the circumstances to implement such change or merger or
in light of such circumstances, including authorizing a temporary interruption
in a Participant's ability to obtain information about his or her Account, to
take distributions from such Account and to make changes in the investment of
that Account, provided the Plan Sponsor will take appropriate action as to give
Participants and Beneficiaries as much advance notice of the interruption as
possible and to minimize the scope and length of the interruption in normal Plan
operations. In addition, when changing investment options, the Plan Sponsor will
take such action as it deems appropriate under the circumstances to direct the
investment of the funds pending completion by the Trustee of the administrative
processes necessary to transfer investment authority to Participants and
Beneficiaries, including, but not limited to, mapping monies from old funds to
new funds.

         6.3.     Special Rules Concerning Investment in PracticeWorks Stock.
Notwithstanding any other provision of the Plan to the contrary, the following
rules shall apply to investments in PracticeWorks Stock.

                  (a)      Dividends. A Participant's allocation share of cash
         dividends (and other cash earnings) credited to PracticeWorks Stock
         will be reinvested in PracticeWorks Stock unless the Participant elects
         to have such cash dividends (and other cash earnings) invested among
         the other investment funds in


                                       20
<PAGE>   26

         accordance with procedures established by the Plan Sponsor. Dividends
         on PracticeWorks Stock paid in the form of stock shall be retained in a
         Participant's Account.

                  (b)      Contributions and Purchase of PracticeWorks Stock.
         The normal form of contribution for amounts invested in PracticeWorks
         Stock shall be in cash; provided that the Plan Sponsor, in its
         discretion, may make the Matching Contribution in PracticeWorks Stock.
         The Trustee is authorized to purchase PracticeWorks Stock from the Plan
         Sponsor or in the open market or in a privately negotiated transaction
         with another shareholder.

                  (c)      Voting. Shares of PracticeWorks Stock and held by the
         Plan will be voted or tendered by the Trustee as directed by the Plan
         Sponsor. The proceeds of any PracticeWorks Stock that is tendered
         pursuant to a tender offer shall be invested in other investment funds
         selected by the Participant and may not be reinvested in PracticeWorks
         Stock.

                  (d)      Restrictions. The ability of a Participant or a
         Beneficiary to engage in transactions with respect to the PracticeWorks
         Stock allocated to his or her Account (or with an investment fund
         comprised of PracticeWorks Stock) will be subject to such restrictions
         as the Plan Sponsor and the Trustee determine are necessary or
         appropriate to satisfy federal or state securities laws.

         6.4.     Special Rules Concerning Investment in InfoCure Stock.

                  (a)      General. If a Participant's account in the InfoCure
         Plan includes shares of InfoCure Stock on the date such Participant's
         account balance is transferred from the InfoCure Plan into this Plan,
         such shares shall be transferred in-kind to this Plan. The Trustee will
         continue to hold such shares of InfoCure Stock in the Participant's
         Account until the earliest of the date (the "Sale Date"):

                           (1)      the Participant makes an Election to change
                  his or her investment in accordance with ss.6.1(b);

                           (2)      the Participant receives a distribution from
                  the Plan in accordance with ss.7;

                           (3)      12 months from the effective date of the
                  transfer of such shares of InfoCure Stock has expired; or

                           (4)      less than 20 Participants hold shares of
                  InfoCure Stock in their Accounts (other than InfoCure Stock
                  which may be held in a self-directed brokerage window).

         Upon the occurrence of the Sale Date, the Trustee shall take action to
         sell all of the InfoCure Stock in the Participant's Account. The
         proceeds of such sale of InfoCure Stock shall either be distributed to
         the Participant in cash in accordance with ss. 7 or invested in another
         investment fund or in PracticeWorks Stock;


                                       21
<PAGE>   27

         provided, however, in no event shall any further contributions or
         dividends be invested in InfoCure Stock.

         Notwithstanding the forgoing, if a Participant is not 100% vested in
         his or her Matching Account, the Participant may only invest the
         proceeds of the sale of his or her InfoCure Stock in PracticeWorks
         Stock.

                  (b)      Dividends. A Participant's allocation share of cash
         dividends (and other cash earnings) credited to InfoCure Stock will be
         invested among the other investment funds in accordance with procedures
         established by the Plan Sponsor. Dividends on InfoCure Stock paid in
         the form of stock shall be invested in accordance with the procedures
         established by the Plan Sponsor.

                  (c)      Contributions and Purchase of InfoCure Stock.
         Notwithstanding the transfer of InfoCure Stock from the InfoCure Plan,
         no further contributions or dividends shall be invested in InfoCure
         Stock (other than InfoCure Stock which may be held in a self-directed
         brokerage window).

                  (d)      Voting. Shares of InfoCure Stock held by the Plan
         will be voted or tendered by the Trustee as directed by the Plan
         Sponsor. The proceeds of any InfoCure Stock that is tendered pursuant
         to a tender offer shall be invested in other investment funds selected
         by the Participant.

                              ss. 7. PLAN BENEFITS

         7.1.     Retirement Benefit. The Matching Account and the Profit
Sharing Account of a Participant who is an Employee on the date he or she
reaches age 65 shall become fully vested not later than such date, and his or
her Distributable Account thereafter shall be payable to such Participant under
ss. 8 upon his or her retirement.

         7.2.     Disability Benefit.

                  (a)      In order to compensate for a disability, the Matching
         Account and Profit Sharing Account of a Participant whose employment
         with an Affiliate is terminated by reason of his or her being disabled
         shall become nonforfeitable on the date his or her employment is so
         terminated, and his or her Distributable Account shall be payable to
         such Participant in accordance with ss. 8 upon his or her termination
         of employment.

                  (b)      A person shall be treated as disabled for purposes of
         this ss. 7.2 if termination of employment results from his or her
         inability to perform the duties of his or her customary position as an
         Employee due to any medically determinable physical or mental
         impairment or impairments for an indefinite period which may be
         expected to be of long continued duration. A person also shall be
         considered disabled if termination of employment results from the
         permanent loss or loss of use of a member or function of his or her
         body or permanent disfigurement.


                                       22
<PAGE>   28

                  (c)      The Plan Sponsor shall have exclusive responsibility
         for determining whether a person is disabled and may consider whether a
         person is disabled upon their own motion or upon the written request of
         such person. The Plan Sponsor's determination shall be based on a
         consideration of all the facts and circumstances which in its absolute
         discretion it deems pertinent, including reports from one or more
         licensed physicians or psychiatrists appointed by the Plan Sponsor and
         paid by the Company (which employs or had employed the Participant) to
         examine the Participant. Any determination by the Plan Sponsor of
         whether a person is disabled for purposes of this Plan shall be
         conclusive.

         7.3.     Death Benefit.

                  (a)      The Company which employs (or which last employed) a
         Participant immediately before his or her death promptly shall notify
         the Plan Sponsor of the name of his or her Beneficiary, and his or her
         Account shall be changed to the name of his or her Beneficiary and
         shall be paid to such Beneficiary under ss. 8. Furthermore, if a
         Participant dies while he or she is an Employee, his or her Matching
         Account and Profit Sharing Account shall become fully vested on his or
         her date of death.

                  (b)      If a Participant under applicable law has a spouse on
         his or her date of death, such spouse automatically shall (unless
         otherwise permissible under Code ss. 401(a)(11)) be treated as his or
         her Beneficiary under this Plan absent such spouse's written consent,
         which is either notarized or witnessed by a Plan representative, to the
         designation by the Participant of any other person as his or her
         Beneficiary or to the designation of any other person as his or her
         Beneficiary in accordance with the terms of this Plan. On the other
         hand, if a Participant has no such spouse or if his or her spouse so
         consents, such Participant's Beneficiary shall be a person or persons
         so designated in writing by a Participant on a form satisfactory to the
         Plan Sponsor or, in the event no such designation is made, or if no
         person so designated survives the Participant, or if after checking his
         or her last known mailing address the whereabouts of the person so
         designated is unknown and no death benefit claim is submitted to the
         Plan Sponsor by such person within one year after the date of his or
         her death, the personal representative of such Participant, if any has
         qualified within twelve (12) months from the date of his or her death
         or, if no personal representative has so qualified, any heirs at law of
         the Participant whose whereabouts are known by the Plan Sponsor.

         7.4.     Vested Benefit.

                  (a)      General. A Participant who (as of the date of the
         termination of his or her employment as an Employee) is ineligible for
         any other benefit payment under this Plan shall be eligible for the
         payment of his or her Distributable Account under ss. 8. The vested
         percentage, if any, of his or her Matching Account and Profit Sharing
         Account shall be determined under ss. 7.4(b). The


                                       23
<PAGE>   29

         401(k) Account, Rollover Account and Transfer Account shall be fully
         vested and nonforfeitable at all times.

                  (b)      Vesting Schedule. The Plan Sponsor shall determine
         the vested percentage of a Participant's Matching Account and Profit
         Sharing Account as of the date his or her employment as an Employee
         terminates in accordance with the vesting schedule set forth in this
         ss. 7.4(b). Subject to ss. 13.6, such determination shall be made based
         on the Participant's Years of Service under ss. 1.53. The balance, or
         the nonvested percentage, of his or her Matching Account and Profit
         Sharing Account shall become a Forfeiture as of the earlier of (1) the
         end of the Plan Year in which payment of the vested portion of the
         Participant's Accounts is made, (2) the end of the Plan Year in which
         the Participant has 5 consecutive Breaks in Service or (3) if such
         vested portion is zero, the end of the Plan Year in which payment
         otherwise would have been made under ss. 8 if such vested portion at
         the Participant's termination of employment was $5,000 or less.

<TABLE>
<CAPTION>
                                                   Vested Percentage
                  Full Years of Service            of Company Account
                  ---------------------            ------------------
                  <S>                              <C>
                       Less than 1                          0%
                                 1                         20%
                                 2                         40%
                                 3                         60%
                                 4                         80%
                                 5                        100%
</TABLE>

                  (c)      Forfeiture. If a Participant has a separation from
         service (within the meaning of Code ss. 401(k)), the nonvested portion,
         if any, of his or her Account shall be treated as a Forfeiture
         according to ss. 7.4(b).

                  Forfeitures occurring in a Plan Year shall be applied as soon
         as practicable in accordance with ss. 4.5.

                  (d)      Reemployment.

                           (1)      If a former Employee who was fully vested in
                  his or her Account is reemployed before receiving payment of
                  his or her Account, such Employee shall resume participation
                  in this Plan in accordance with ss. 2.2 and payment of such
                  Account shall not be made until such Employee subsequently
                  separates from service, dies or becomes disabled within the
                  meaning of ss. 7.2(b).

                           (2)      If a former Employee who was fully vested in
                  his or her Matching Account and Profit Sharing Account solely
                  because of a disability is reemployed before receiving payment
                  of his or her Account,


                                       24
<PAGE>   30

                  the Plan Sponsor shall establish a new Matching Account and
                  Profit Sharing Account upon his or her reemployment to receive
                  the Matching Contributions and Profit Sharing Contributions
                  allocable on his or her behalf following reemployment. The
                  dollar amount of the Participant's vested interest in his or
                  her new Matching Account or Profit Sharing Account shall be
                  determined in accordance with the rules in this ss. 7.4
                  without reference to such disability. A Participant's prior
                  vested Matching Account and Profit Sharing Account shall be
                  merged with his or her new Matching Account and Profit Sharing
                  Account when the new Matching Account and Profit Sharing
                  Account become fully vested.

                           (3)      If a former Employee received (or was deemed
                  to receive) payment of the vested portion of his or her
                  Account and is reemployed before he or she has 6 consecutive
                  Breaks in Service (without regard to whether such breaks
                  result from maternity or paternity leave or from any other
                  cause), the dollar amount forfeited from his or her Account,
                  if any, shall be automatically restored without interest.
                  Restoration of the Forfeiture shall be made as soon as
                  practicable after the Employee's reemployment. If a former
                  Employee was fully vested and received payment of his or her
                  entire Account and is reemployed, such Employee shall resume
                  participation in this Plan in accordance with ss.2.2 and a new
                  Matching Account and Profit Sharing Account shall be
                  established for such Employee. An Employee's vested interest
                  in his or her restored or new Matching Account and Profit
                  Sharing Account thereafter shall be determined in accordance
                  with the vesting rules under this Plan in effect for Matching
                  Accounts and Profit Sharing Accounts.

         7.5.     Missing Claimant. If no Beneficiary of a deceased Participant
is identified and located pursuant to the procedure set forth in ss. 7.3(b), or
if the Account of a Participant becomes payable under ss. 7 for any reason other
than his or her death and the Plan Sponsor is unable to locate such Participant
after sending written notice to his or her last known mailing address and the
last known mailing address of any Beneficiaries such Participant may have
designated, the Plan Sponsor, in its discretion, may treat his or her Account as
a Forfeiture as of the last day of the calendar year which includes the second
anniversary of the date his or her Account first became payable, or as of the
last day of any subsequent calendar year. However, if such missing Beneficiary
or Participant in a subsequent calendar year files a written claim with the Plan
Sponsor while this Plan remains in effect for the Account forfeited and proves
to the satisfaction of the Plan Sponsor his or her identity as the person then
entitled to such benefit under the terms of this Plan, the Plan Sponsor shall
direct the payment to such Beneficiary or Participant in accordance with ss. 8
of an amount which equals dollar for dollar the amount treated as a Forfeiture.
Such payment at the Plan Sponsor's discretion may come from appropriate Company
contributions or directly from one, or more than one, Company, or from an
assessment against the appropriate Company, whichever the Plan Sponsor deems
reasonable and appropriate under the circumstances.


                                       25
<PAGE>   31

                          ss. 8. BENEFIT DISTRIBUTION

         8.1.     Methods of Distribution. The vested portion of a Participant's
401(k) Account, Rollover Account, Matching Account or Profit Sharing Account,
including all amounts invested in PracticeWorks Stock or InfoCure Stock, will be
paid to the Participant in a lump sum in cash.

Notwithstanding anything herein to the contrary, a Participant who has a
Transfer Account may elect to receive such account in any form of benefit
available to him or her in accordance with Appendix.

         8.2.     Death Benefits. A Participant who dies before payment of his
vested Account begins shall have his or her vested Account paid to his or her
Beneficiary in a lump sum in cash.

         8.3.     Direct Rollovers.

                  (a)      Election. Notwithstanding any provision of the Plan
         to the contrary that would otherwise limit a distributee's election
         under this ss. 8.3, a distributee (as described in (d) below) may
         elect, at the time and in the manner prescribed by the Plan Sponsor, to
         have any portion of an eligible rollover distribution paid directly to
         an eligible retirement plan specified by the distributee in a direct
         rollover.

                  (b)      Eligible rollover distribution. An eligible rollover
         distribution is any distribution of all or any portion of the balance
         to the credit of the distributee, except that an eligible rollover
         distribution does not include: any distribution that is one of a series
         of substantially equal periodic payments (not less frequently than
         annually) made for the life (or life expectancy) of the distributee or
         the joint lives (or joint life expectancies) of the distributee and the
         distributee's designated beneficiary, or for a specified period of ten
         years or more; any distribution to the extent such distribution is
         required under Code ss. 401(a)(9); the portion of any distribution that
         is not includable in gross income (determined without regard to the
         exclusion for net unrealized appreciation with respect to employer
         securities); and the 401(k) Account distributed due to hardship as
         described in Code ss. 401(k)(2)(B)(i)(IV).

                  (c)      Eligible retirement plan. An eligible retirement plan
         is an individual retirement account described in Code ss. 408(a), an
         individual retirement annuity described in Code ss. 408(b), an annuity
         plan described in Code ss. 403(a), or a qualified trust described in
         Code ss. 401(a), that accepts the distributee's eligible rollover
         distribution. However, in the case of an eligible rollover distribution
         to the surviving spouse, an eligible retirement plan is an individual
         retirement account or individual retirement annuity.

                  (d)      Distributee. A distributee includes an Employee or
         former Employee. In addition, the Employee's or former Employee's
         surviving spouse and the Employee's or former Employee's spouse or
         former spouse who is the


                                       26
<PAGE>   32

         alternate payee under a qualified domestic relations order, as defined
         in Code ss. 414(p), are distributees with regard to the interest of the
         spouse or former spouse.

                  (e)      Direct Rollover. A direct rollover is a payment by
         the Plan to the eligible retirement plan specified by the distributee.

         8.4.     Distribution Deadlines and Consent Requirement.

                  (a)      General Rule. A Participant's Distributable Account
         automatically shall be paid as soon as practicable after his or her
         employment as an Employee terminates unless his or her Distributable
         Account exceeds $5,000. If his or her Distributable Account exceeds
         $5,000, his or her Distributable Account shall be paid (1) as soon as
         practicable after the Plan Sponsor determines that the Code ss.
         411(a)(11) consent requirements for a Distributable Account in excess
         of $5,000, have been satisfied with respect to such account or, if
         earlier, (2) when required under ss. 8.4(b). If a Participant has begun
         to receive distributions pursuant to a form of payment described in the
         Appendix under which at least one scheduled periodic distribution has
         not been made and if the present value of the Participant's
         Distributable Account was more than $5,000 determined at the time of
         the first distribution under that form of payment, the value of the
         Distributable Account at any subsequent time is deemed to continue to
         exceed $5,000. The distribution of each Distributable Account shall be
         made no later than the later of 60 days after the end of the calendar
         year in which a Participant reaches age 65 or retires unless such
         consent requirements prohibit such a distribution or ss. 8.4(b)
         requires an earlier distribution.

                  (b)      Statutory Deadlines.

                           (1)      Participant. Payment of a Participant's
                  Distributable Account will be made to the Participant no later
                  than April 1 of the calendar year following the calendar year
                  in which he or she (1) reaches age 70-1/2 or (2) for a
                  Participant who is not a 5% owner (as defined in Code ss.
                  416), terminates employment, whichever is last.

                  The Plan will apply the minimum distribution requirements of
                  Code ss. 401(a)(9) in accordance with the regulations under
                  Code ss. 401(a)(9) that were proposed in January 2001,
                  notwithstanding any provision of the Plan to the contrary.
                  This provision of the Plan shall continue in effect until the
                  end of the last calendar year beginning before the effective
                  date of final regulations under Code ss. 401(a)(9) or such
                  other date specified in guidance published by the Internal
                  Revenue Service.

                           (2)      Beneficiary. If a distribution is made to a
                  Participant's Beneficiary, such distribution shall be made by
                  December 31 of the calendar year containing the fifth
                  anniversary of the date of the Participant's death.


                                       27
<PAGE>   33

         8.5.     Distribution Procedure.

                  (a)      General. The amount of a Distributable Account to be
         distributed under this ss. 8 shall be determined by the Plan Sponsor on
         the basis of the Valuation Date which immediately precedes the date
         that such distribution is made, and no distribution shall be made to a
         Participant or Beneficiary on the basis of a Valuation Date which comes
         before the event which triggers such distribution under ss. 7.

                  (b)      No Annuities. In no event shall a Participant's
         Distributable Account be distributed to such Participant in the form of
         a life annuity unless such life annuity is available as a distribution
         option for the Transferred Account portion of the Distributable Account
         as described in Appendix B.

         8.6.     Withdrawals During Employment.

                  (a)      Hardship Distribution Withdrawal. A Participant shall
         have the right to request a withdrawal of all or any portion of his or
         her vested Account (other than the investment gains or losses
         attributable to such Participant's 401(k) Account or the portion of his
         or her Transfer Account attributable to pre-tax deferral contributions
         to a prior plan) at any time before he or she terminates employment
         with an Affiliate, and the Plan Sponsor shall grant such request if,
         and to the extent that, it determines (based on all the relevant facts
         and circumstances and in accordance with the regulations under Code ss.
         401(k)) that the withdrawal is "necessary" (as described in ss.
         8.6(a)(1)) to satisfy an "immediate and heavy financial need" (as
         described in ss. 8.6(a)(2)).

                  Any request for a withdrawal for a financial hardship shall be
         made in writing and shall set forth in detail the nature of such
         hardship and the amount of the withdrawal needed as a result of such
         hardship, and the Participant shall supplement such request with such
         additional information as the Plan Sponsor requests consistent with
         this ss. 8.6(a).

                           (1)      Amount Necessary to Satisfy Need. A
                  withdrawal shall be deemed to be "necessary" to satisfy an
                  immediate and heavy financial need only if

                                    (A)      the withdrawal is not in excess of
                           the amount of such need, including any amounts
                           necessary to pay any federal, state or local income
                           taxes or penalties reasonably anticipated to result
                           from such withdrawal, and

                                    (B)      the Participant has obtained all
                           distributions (other than hardship distributions,
                           including distributions under ss. 8.6(b) or (c)) and
                           all nontaxable loans currently available from this
                           Plan and all other plans maintained by an Affiliate.
                           Notwithstanding the foregoing, a Participant will not
                           be required to obtain a loan from


                                       28
<PAGE>   34

                           this Plan or any other plan maintained by an
                           Affiliate if the effect of the loan would be to
                           increase the amount of the need.

                           A Participant who receives a withdrawal for a
                  financial hardship under this ss. 8.6(a) shall not be eligible
                  to make any 401(k) Contributions under this Plan or any
                  elective contributions or employee contributions under any
                  other qualified plan or nonqualified plan of deferred
                  compensation maintained an Affiliate for the twelve month
                  period following the date of such withdrawal. Further, such
                  Participant's 401(k) Contributions under this Plan and any
                  elective contributions under any other plan maintained by an
                  Affiliate for the calendar year immediately following the
                  calendar year in which such withdrawal occurred shall not
                  exceed the dollar limitation under Code ss. 402(g) for such
                  following calendar year (as described in ss. 5.7(b)) reduced
                  by the amount of his or her 401(k) Contributions under this
                  Plan and any elective contributions under any other plan
                  maintained by an Affiliate for a calendar year in which such
                  hardship withdrawal occurred.

                           (2)      Immediate and Heavy Financial Need. An
                  "immediate and heavy financial need" shall mean

                                    (A)      expenses for medical care described
                           in Code ss. 213(d) previously incurred by the
                           Participant or his or her spouse or dependents (as
                           defined in Code ss. 152) or amounts necessary for
                           such individuals to obtain such medical care,

                                    (B)      costs directly related to the
                           purchase (excluding mortgage payments) of a principal
                           residence for the Participant,

                                    (C)      the payment of tuition, related
                           educational fees and room and board for the next
                           twelve months of post-secondary education for the
                           Participant or his or her spouse, children or
                           dependents, or

                                    (D)      payments necessary to prevent the
                           eviction of the Participant from his or her principal
                           residence or foreclosure on the mortgage of the
                           Participant's principal residence.

                  (b)      Age Related Withdrawals. A Participant who has
         reached at least age 59-1/2 and who is 100% vested in his or her
         Account shall have the right to withdraw all or any portion of his or
         her Account if he or she requests such withdrawal in writing in
         accordance with such procedures as set by the Plan Sponsor.

                  (c)      Rollover Account Withdrawals. A Participant shall
         have the right to withdrawal all or any portion of his or her Rollover
         Account if he or she requests such withdrawal in writing in accordance
         with such procedures as set by the Plan Sponsor.


                                       29
<PAGE>   35

                  (d)      Disability Withdrawals. A Participant who worked for
         KComp Management Systems, Inc. may request a "disability" withdrawal
         from his or her Transfer Account in the event he or she suffers a total
         and permanent disability prior to separation from service. For purposes
         of this paragraph, total and permanent disability means a physical or
         mental condition resulting from bodily injury, disease, or mental
         disorder that can be expected to result in death or which has lasted or
         can be expected to last for a continuous period of not less than 12
         months. The disability of a Participant shall be determined by a
         licensed physician chosen by the Plan Sponsor.

                             ss. 9. ADMINISTRATION

         9.1.     Plan Sponsor Powers and Duties. The Plan Sponsor is the Plan
Administrator and shall have the exclusive responsibility and complete
discretionary authority to control the operation, management and administration
of this Plan, with all powers necessary to enable it properly to carry out its
duties in that respect, including but not limited to, the power to construe the
terms of this Plan and the Trust Agreements, to determine status, coverage and
eligibility for benefits, and to resolve all interpretative, equitable, and
other questions that shall arise in the operation and administration of this
Plan. The Plan Sponsor shall act through its President or his or her delegate.
All actions and decisions of the Plan Sponsor on all matters within the scope of
its authority shall be final, conclusive and binding on all persons.

         9.2.     Liquidity Requirements. The Plan Sponsor shall determine
anticipated liquidity requirements to meet projected benefit payments for each
calendar year and, if any adjustment from previous annual liquidity requirements
is appropriate, the Plan Sponsor shall appropriately coordinate the Trustee's
investment policies with Plan needs.

         9.3.     Records. All records of this Plan, together with such other
documents as may be necessary for the administration of this Plan shall be
maintained for at least six years in the custody of the Plan Sponsor.

         9.4.     Information from Others. The Plan Sponsor, the Trustee, and
the officers and directors of each Company shall be entitled to rely upon all
information and data contained in any certificate or report or other material
prepared by any actuary, accountant, attorney or other consultant or adviser
selected by the Plan Sponsor or the Trustee to perform services on behalf of
this Plan or any Trust Fund.

         9.5.     Named Fiduciaries. The Plan Sponsor shall be the "named
fiduciary" within the meaning of such term as used in ERISA, provided that, to
the extent a Participant directs that any portion of his or her Account be
invested in PracticeWorks Stock, the Plan Sponsor shall not be the "named
fiduciary" with respect to such investment decision and the Participant shall be
responsible for the effects of such decisions.


                                       30
<PAGE>   36

                         ss. 10. TRUST FUNDS AND TRUSTEE

         10.1.    Trust Funds. The assets of this Plan shall be held in one or
more separate Trust Funds, as determined by the Plan Sponsor. Each of the Trust
Funds shall be held and managed by the Trustee appointed by the Plan Sponsor
pursuant to a separate Trust Agreement and may be invested up to 100% in the
common stock of the Plan Sponsor, or any successor to the Plan Sponsor.

         10.2.    Notification to Trustee. Any action of the Plan Sponsor
pursuant to any of the provisions of this Plan shall be communicated to the
Trustee in accordance with such procedures as the Plan Sponsor deems appropriate
under the circumstances.

         10.3.    Loans.

                  (a)      Administration and Procedures. The Plan Sponsor shall
         establish objective nondiscriminatory procedures for the administration
         of the loan program under this Plan and such procedures and any
         amendments to such procedures are incorporated by this reference as a
         part of this Plan. Such procedures shall include, but are not limited
         to:

                           (1)      the class of Participants and Beneficiaries
                  who are eligible for a loan;

                           (2)      the identity of the person or position
                  authorized to administer the loan program;

                           (3)      the procedures for applying for a loan;

                           (4)      the basis on which loans will be approved or
                  denied;

                           (5)      the limitations, if any, on the types and
                  amounts of loans offered;

                           (6)      the procedures for determining a reasonable
                  rate of interest;

                           (7)      the types of collateral that may be used as
                  security for a loan; and

                           (8)      the events constituting default and the
                  steps that will be taken to preserve Plan assets in the event
                  of such default.

                  (b)      General Statutory Requirements. All loans made under
         this Plan will comply with the provisions of ss. 408(b)(1) of ERISA and
         shall

                           (1)      be made available to Participants and
                  Beneficiaries who are eligible for a loan on a reasonably
                  equivalent basis;


                                       31
<PAGE>   37

                           (2)      not be made available to Highly Compensated
                  Employees in an amount greater than the amount made available
                  to other Employees;

                           (3)      be made in accordance with specific
                  provisions regarding loans set forth in this Plan and the
                  procedures described above;

                           (4)      bear a reasonable rate of interest; and

                           (5)      be adequately secured.

                  (c)      Other Conditions. All loans made under this Plan
         shall be subject any conditions imposed by the Appendix as well as to
         the following additional conditions.

                           (1)      Principal and interest on the loan shall be
                  repaid in substantially level installments with payments not
                  less frequently than quarterly over a period of 5 years or
                  less. However, if so provided in the loan procedures described
                  above, the repayment period may exceed 5 years if the loan is
                  classified as a "home loan" (as described in Code ss. 72(p)).

                           (2)      The portion of the loan secured by the
                  Participant's Account balance shall not be reduced as a result
                  of a default until a distributable event occurs under the
                  Plan.

                           (3)      The Participant or Beneficiary must agree to
                  any other terms and conditions required under the procedures
                  described above.

                           (4)      In no event shall a Participant or
                  Beneficiary have more than two loans outstanding under this
                  Plan at any time.

                           (5)      Each loan shall be for a minimum amount of
                  $1,000.

                  (d)      Statutory Limitation on Amounts. The principal amount
         of any loan to a Participant (when added to the outstanding principal
         balance of any outstanding loans made to the Participant under this
         Plan and all other plans maintained by an Affiliate that are tax exempt
         under Code ss. 401(a)) may not exceed the lesser of:

                           (1)      $50,000 reduced by the excess, if any, of

                                    (A)      the highest outstanding principal
                           balance of previous loans to the Participant from the
                           Plan or any Prior Plan (and all other plans described
                           above) during the one year period ending immediately
                           before the date the current loan is made, over

                                    (B)      the current outstanding principal
                           balance of those previous loans on the date the
                           current loan is made; or


                                       32
<PAGE>   38

                           (2)      50% of the vested interest in the
                  Participant's Account at the time the loan is made.

                  (e)      Distributions. The vested Account balance actually
         payable to an individual who has an outstanding loan shall be
         determined by reducing the vested Account balance by the amount of the
         security interest in the Account (if any). The Trustee may cancel the
         Plan's security interest in the Account and distribute the note in full
         satisfaction of that portion of the Participant's Account equal to the
         outstanding balance of the loan or the amount that would have been
         outstanding but for a discharge in bankruptcy or through any other
         legal process. Notwithstanding anything to the contrary in this Plan or
         the loan procedures described above, in the event of default,
         foreclosure on the note and execution of the Plan's security interest
         in the Account shall not occur until a distributable event occurs under
         this Plan and interest shall continue to accrue only to the extent
         permissible under applicable law.

               ss. 11. AMENDMENT, TERMINATION AND INDEMNIFICATION

         11.1.    Amendment. The Plan Sponsor reserves the right at any time and
from time to time to amend this Plan in writing signed by the President,
provided that no amendment shall be made which would divert any of the assets of
the Trust Fund to any purpose other than the exclusive benefit of Participants
and Beneficiaries unless such amendment is necessary to cause this Plan to
continue to be exempt from income taxes under the Code.

         11.2.    Termination. The Plan Sponsor expects this Plan to be
continued indefinitely but, if necessary, reserves the right to completely or
partially terminate this Plan or to discontinue contributions at any time by
action of the Board.

         If this Plan is completely or partially terminated under this ss. 11.2,
or if the Plan Sponsor or a Company declares a permanent discontinuance of
contributions to this Plan, the Matching Account and Profit Sharing Account of
each affected Participant who then is an Employee shall become fully vested on
the date of such complete or partial termination or on the date of such
declaration of discontinuance, as the case may be.

         In the case of such a complete termination of this Plan or such a
permanent discontinuance of contributions, the Trustee shall liquidate Trust
Fund investments as necessary and distribute Accounts to Participants and
Beneficiaries after the receipt of a favorable determination letter from the
Internal Revenue Service respecting such termination or discontinuance.

         11.3.    Indemnification. Each Company (to the extent permissible under
applicable law) shall indemnify each of its officers and employees from and
against any liability, assessment, loss, expense or other cost of any kind or
description whatsoever, including legal fees and expenses, actually incurred by
such person on account of any action or proceeding, actual or threatened, which
arises as a result of his or her acting on behalf of a Company under this Plan,
provided (1) such action or proceeding does


                                       33
<PAGE>   39

not arise as a result of his or her own negligence, willful misconduct or lack
of good faith and (2) such protection is not otherwise provided through
insurance.

                             ss. 12. MISCELLANEOUS

         12.1.    Headings and References. The headings and subheadings in this
Plan have been inserted for convenience of reference only and are to be ignored
in construction of the provisions of this Plan. All references to sections and
subsections shall be to sections and subsections in this Plan unless otherwise
set forth in this Plan.

         12.2.    Construction. In the construction of this Plan, the masculine
shall include the feminine and the singular the plural in all cases where such
meanings would be appropriate. This Plan shall be construed in accordance with
the laws of the State of Georgia to the extent that such laws are not preempted
by federal law.

         12.3.    Spendthrift Clause. Except to the extent permitted by law or
ss. 12.11, no Account, benefit, payment or distribution under this Plan shall be
subject to the claim of any creditor of a Participant or Beneficiary, or to any
legal process by any creditor of such person and no Participant or Beneficiary
shall have any right to alienate, commute, anticipate, or assign (either at law
or equity) all or any portion of his or her Account, benefit, payment or
distribution under this Plan.

         12.4.    Legally Incompetent. The Plan Sponsor in its discretion shall
direct the Trustee to make payment on such direction directly to (i) an
incompetent or disabled person, whether because of minority or mental or
physical disability, (ii) to the guardian of such person or to the person having
custody of such person, or (iii) to any person designated or authorized under
any state statute to receive such payment on behalf of such incompetent or
disabled person, without further liability either on the part of the Plan
Sponsor or the Trustee for the amount of such payment to the person on whose
account such payment is made.

         12.5.    Benefits Supported Only by Funds. Any person having any claim
for any benefit under this Plan shall (except to the extent required under
ERISA) look solely and exclusively to the assets of the Trust Funds for
satisfaction. In no event will a Company or the Trustee, or any of its officers,
members of its board of directors be liable to any person whomsoever for the
payment of benefits under this Plan.

         12.6.    No Discrimination. The Plan Sponsor shall administer this Plan
in a uniform and consistent manner with respect to all Participants and
Beneficiaries.

         12.7.    Claims. Any payment to a Participant or Beneficiary or to
their legal representative, or heirs-at-law, made in accordance with the
provisions of this Plan shall to the extent of such payment be in full
satisfaction of all claims under this Plan against the Trustee and each Company,
either of whom may require such person, his or her legal representative or
heirs-at-law, as a condition precedent to such payment, to execute a receipt and
release therefor in such form as shall be determined by the Trustee or the Plan
Sponsor, as the case may be.


                                       34
<PAGE>   40

         12.8.    Nonreversion.

                  (a)      Except as provided in ss. ss. 7.5 or 12.8(b), no
         Company shall have any present or prospective right, claim, or interest
         in the Trust Fund or in any Matching Contribution, Profit Sharing
         Contribution, or any contributions held in Transfer Accounts.

                  (b)      To the extent permitted by the Code and ERISA,
         Matching Contributions and Profit Sharing Contributions plus any
         earnings and less any losses on such contributions, shall be returned
         by the Trustee to a Company in the event that:

                           (1)      Any such contribution is made by such
                  Company by a mistake of fact, provided such return is effected
                  within one year after the payment of such contribution; or

                           (2)      A deduction for such contribution is
                  disallowed under Code ss. 404, in which event such
                  contribution shall be returned to the Company which made such
                  contribution within one year after such disallowance, all
                  contributions being hereby conditioned upon being deductible
                  under Code ss. 404.

The Trustee shall have no obligation or responsibility whatsoever to determine
whether the return of any such contribution is permissible under the Code or
ERISA and shall be indemnified and held harmless by each Company for their
actions in accordance with this ss. 12.8.

         12.9.    Merger or Consolidation. In the case of any merger or
consolidation of this Plan with, or transfer of assets or liabilities of this
Plan to, any other employee benefit plan, each person for whom an Account is
maintained shall be entitled to receive a benefit from such other employee
benefit plan, if it is then terminated, which is equal to or greater than the
benefit such person would have been entitled to receive immediately before the
merger, consolidation or transfer, if this Plan had been terminated.

         12.10.   Agent for Service of Process. The agent for service of process
for this Plan shall be the person or entity currently listed in the records of
the Secretary of State of Georgia as the agent for service of process for the
Plan Sponsor.

         12.11.   Qualified Domestic Relations Order. In accordance with uniform
and nondiscriminatory procedures established by the Plan Sponsor from time to
time, the Plan Sponsor upon the receipt of a domestic relations order which
seeks to require the distribution of a Participant's Account in whole or in part
to an "alternate payee" (as that term is defined in Code ss. 414(p)(8)) shall

                  (a)      promptly notify the Participant and such "alternate
         payee" of the receipt of such order and of the procedure which the Plan
         Sponsor will follow to


                                       35
<PAGE>   41

         determine whether such order constitutes a "qualified domestic
         relations order" within the meaning of Code ss. 414(p),

                  (b)      determine whether such order constitutes a "qualified
         domestic relations order," notify the Participant and the "alternate
         payee" of the results of such determination and, if the Plan Sponsor
         determines that such order does constitute a "qualified domestic
         relations order,"

                  (c)      direct the Trustee to transfer such amounts, if any,
         as the Plan Sponsor determines necessary or appropriate from the
         Participant's Account to a special Account for such "alternate payee,"
         and

                  (d)      direct the Trustee to make such distribution to such
         "alternate payee" from such special Account as the Plan Sponsor deems
         called for under the terms of such order in accordance with Code ss.
         414(p).

         An "alternate payee's" special Account shall be distributed in
accordance with ss. 8 as if the "alternate payee" was a Beneficiary as soon as
practicable after that Account has been established under this ss. 12.11,
without regard to whether the date of such distribution is prior to the earliest
date that a distribution could be made to a Participant under the terms of this
Plan and prior to a Participant's "earliest retirement age" under Code ss.
414(p). An "alternate payee" shall have the right to designate (in the same
manner as a Participant who has no spouse) a Beneficiary for the payment of his
or her special Account in the event of the alternate payee's death before such
special Account is paid.

         The determinations and the distributions made by, or at the direction
of, the Plan Sponsor under this ss. 12.11 shall be final and binding on the
Participant, the "alternate payee" and all other persons interested in such
order.

         Notwithstanding any provisions of the Plan to the contrary an alternate
payee may be paid as soon as possible in a cash lump sum.

         12.12.   Top-Heavy Rules.

                  (a)      Determination. The Plan Sponsor as of each
         Determination Date shall determine the sum of the present value of the
         accrued benefits of Key Employees and the sum of the present value of
         the accrued benefits of all other Employees in accordance with the
         rules in Code ss. 416(g) or shall take such other action as the Plan
         Sponsor deems appropriate to conclude that no such determination is
         necessary under the circumstances. If the sum of the present value of
         the accrued benefits of Key Employees exceeds 60% of the sum of the
         present value of the accrued benefits of all Employees as of any
         Determination Date, this Plan shall be "top-heavy" for the immediately
         following Plan Year.

                  (b)      Special Top Heavy Contribution. If the Plan Sponsor
         determines that this Plan is top-heavy for any Plan Year, a
         contribution shall be made for such Plan Year for each Participant who
         is a Non-Key Employee and who is


                                       36
<PAGE>   42

         employed by a Company on the last day of such Plan Year (regardless of
         such Participant's Hours of Service or compensation level for such Plan
         Year) which, when added to the Company contribution actually credited
         to such Participant's Account for such Plan Year, is equal to the
         lesser of

                           (1)      3% of his or her W-2 compensation for such
                  Plan Year or

                           (2)      the largest percentage of Company
                  contributions and 401(k) Contributions allocated on behalf of
                  any Key Employee (as expressed as a percentage of his or her
                  W-2 compensation) for such Plan Year.

                  (c)      Coordination. The contribution required for a
         Participant under this ss. 12.12, if any, shall not be made to the
         extent that the contribution made or the benefit accrued on behalf of
         such Participant under any other plan maintained by an Affiliate
         satisfies the minimum requirements of Code ss. 416(c).

                  (d)      Special Rules and Definitions. For purposes of this
         ss. 12.12, the following special rules and definitions shall apply:

                           (1)      "Determination Date" means the last day of
                  the immediately preceding Plan Year.

                           (2)      "Key Employee" means any Employee or former
                  Employee (and the Beneficiaries of such Employee) who at any
                  time during the Plan Year containing the Determination Date or
                  any of the four immediately preceding Plan Years was

                                    (i)      an officer of an Affiliate whose
                           W-2 compensation for such Plan Year exceeds 50% of
                           the dollar limitation under Code ss. 415(b)(1)(A) for
                           such Plan Year,

                                    (ii)     an owner (or considered to be an
                           owner within the meaning of Code ss. 318) of one of
                           the 10 largest interests in an Affiliate whose W-2
                           compensation for such Plan Year exceeds 100% of the
                           dollar limitation under Code ss. 415(c)(1)(A);
                           provided that the value of such ownership interest is
                           more than one-half of one percent,

                                    (iii)    a 5% owner of an Affiliate, or

                                    (iv)     a 1% owner of an Affiliate whose
                           W-2 compensation for such Plan Year exceeds $150,000.

                  For purposes of this ss. 12.12, a 1% owner or 5% owner shall
                  be determined without regard to the aggregation rules under
                  Code ss. 414(b), (c) and (m).


                                       37
<PAGE>   43

                           (3)      "Non-Key Employee" means any Employee or
                  former Employee who is not a Key Employee, including any
                  Employee who is a former Key Employee.

                           (4)      When two or more plans constitute an
                  aggregation group in accordance with Code ss. 416(g)(2), the
                  present value of the accrued benefits (including
                  distributions) is determined separately for each plan as of
                  each plan's determination date and the results for each plan
                  as of the determination dates for such plans that fall within
                  the same calendar year are added together to determine whether
                  the aggregated plans are top heavy.

                           (5)      The value of any account balance and the
                  present value of any accrued benefit shall include the value
                  of any distributions made during the five year period ending
                  on such determination date and any contributions due but as
                  yet unpaid as of the determination date which are required to
                  be taken into account on that date under Code ss. 416.

                           (6)      The account balance or accrued benefit of a
                  Participant who is not a Key Employee for the current Plan
                  Year but who was a Key Employee in a prior Plan Year or who
                  has not performed an Hour of Service for an Affiliate at any
                  time during the five year period ending on the Determination
                  Date shall be disregarded.

         12.13.   Statutory Compliance. This Plan has been adopted and all
contributions to this Plan shall be made subject to the condition that the
Internal Revenue Service issue a favorable determination letter to the Plan
Sponsor to the effect that this Plan and the Trust Fund together meet the
requirements of Code ss. 401(a) and ss. 501(a) effective as of the Effective
Date. In the event a final judicial or Internal Revenue Service determination is
made that this Plan fails to satisfy such requirements effective as of the
Effective Date, all contributions made by a Company or a Participant before such
judicial or administrative determination (whichever last occurs) plus any
earnings and minus any losses shall be returned to the Company, or Participant,
as applicable, within one year after such determination, all such contributions
being hereby conditioned upon this Plan satisfying all applicable requirements
under Code ss. 401 from and after its adoption.

         12.14.   Permitted Offsets. A Participant's benefits provided under the
Plan may be offset by an amount that the Participant is ordered or required to
pay to the Plan if;

                  (a)      The order or requirement to repay arises (i) under a
         judgment for a conviction for a crime involving such plan, (ii) under a
         civil judgment (including a consent order or decree) entered by a court
         in an action brought in connection with a violation (or alleged
         violation) of part 4 of subtitle B of Title I of ERISA, or (ii)
         pursuant to a settlement agreement between the Secretary of Labor and
         the Participant, or a settlement agreement between the Pension Benefit
         Guaranty


                                       38
<PAGE>   44

         Corporation and the Participant, in connection with a violation (or
         alleged violation) of part 4 of such subtitle by a fiduciary or any
         other person, and

                  (b)      The judgment, order, decree, or settlement agreement
         expressly provides for the offset of all or part of the amount ordered
         or required to be paid to the Plan against the Participant's benefits
         provided under the Plan.

        ss. 13. SPECIAL PROVISIONS RELATING TO MERGERS, ACQUISITIONS AND
                                OTHER TRANSFERS

         13.1.    General. This Section describes special rules applicable to
individuals who as a result of a corporate transaction became employees of
InfoCure prior to becoming Employees of the Plan Sponsor and who participated in
a prior plan (refer to Appendix for a listing of prior plans), which as a result
of such corporate transaction either transferred assets and liabilities to or
merged assets and liabilities with and into the InfoCure Plan or transferred
assets and liabilities to or merged assets and liabilities with and into this
Plan.

         13.2.    Merger. The assets and liabilities of each prior plan were
transferred to or merged with and into this Plan as of the Effective Date,
unless the Appendix indicates a later date.

         13.3.    Investments. All assets transferred from any prior plan to
this Plan will be invested as directed by each Participant.

         13.4.    Service with Prior Employers. All Employees will receive
credit under this Plan for service with a prior employer that sponsored a prior
plan. Additionally, all Employees who were employed by KComp Management Systems,
Inc. shall receive credit for service with Songbird Data Inc. and all Employees
who were employed by Professional On-Line Computer, Inc. shall receive credit
for service with Professional Investigation & Collection, Inc., Professional
Leasing Co. and Professional Consultants 400.

         13.5.    Transfer Accounts. A Transfer Account was established under
this Plan to reflect the interest of each Participant who had a prior plan
account transferred to this Plan.

         13.6.    Vesting for Human Touch Software Employees. Due to the change
in calculating a Year of Service from a plan year from August 1 to July 31 in
the Human Touch Software Profit Sharing Plan to a calendar year in the InfoCure
Plan, Hours of Service from March 1, 2000 to July 31, 2000 will be credited as
Hours of Service with Human Touch Software and with InfoCure.


                                       39
<PAGE>   45

         IN WITNESS WHEREOF, the Plan Sponsor has caused this Plan to be
executed by its duly authorized officers and its seal to be affixed to this Plan
this 21st day of February, 2001.

                                    PRACTICEWORKS, INC.


                                    By:    /s/ James K. Price
                                       -----------------------------------------

                                    Title: President and Chief Executive Officer
                                          --------------------------------------

ATTEST:


By:    /s/ James A. Cochran
   -----------------------------------------

Title: /s/ Senior Vice President and Chief
      --------------------------------------
       Financial Officer
       -------------------------------------


                                       40