<PAGE>

                                                                   Exhibit 10.13


 
                     FIRST AMENDMENT TO LOAN INSTRUMENTS
                     -----------------------------------

  This FIRST AMENDMENT TO LOAN INSTRUMENTS (this "First Amendment"), dated as of
October 23, 1998, is among INFOCURE CORPORATION, a Delaware corporation
("InfoCure"), THOROUGHBRED ACQUISITION, INC., a Georgia corporation
("Thoroughbred Acquisition, Inc."), MEDICAL SOFTWARE INTEGRATORS, INC., a
Georgia corporation ("MSI"), PROFESSIONAL ON-LINE COMPUTER, INC., a Michigan
corporation ("Polci"), ORTHODONTIC PRACTICE MANAGEMENT SYSTEM, INC., a Georgia
corporation ("OPMS"), PACE FINANCIAL CORPORATION, an Ohio corporation ("Pace"),
MD ACQUISITION, INC., a Connecticut corporation ("MD Acquisition, Inc."), ROVAK,
INC., a Minnesota corporation ("Rovak"), KCOMP MANAGEMENT SYSTEMS, INC., a
California corporation ("KComp"), SOFTEASY SOFTWARE, INC., a Pennsylvania
corporation ("SoftEasy"), CCI ACQUISITION, INC., a Florida corporation ("CCI
Acquisition, Inc."), HEALTH CARE DIVISION, INC., a Georgia corporation ("HCD"),
DR SOFTWARE, INC., a Georgia corporation ("DR Software"), MILLARD-WAYNE, INC., a
Georgia corporation ("Millard-Wayne"), INTERNATIONAL COMPUTER SOLUTIONS, INC., a
Georgia corporation ("ICS") (Infocure, Thoroughbred Acquisition, Inc., MSI,
Polci, OPMS, Pace, MD Acquisition, Inc., Rovak, KComp, SoftEasy, CCI
Acquisition, Inc., HCD, DR SoftWare, Millard-Wayne and ICS, and such other
entities that from time to time have or may become a "Borrower" in accordance
with and under the terms of the Loan Agreement (as defined below), hereinafter
sometimes are referred to individually as a "Borrower" and collectively as
"Borrowers"), and FINOVA Capital Corporation, a Delaware corporation ("FINOVA").
All capitalized terms used but not elsewhere defined herein shall have the
respective meanings ascribed to such terms in Section 1 below.

                                 R E C I T A L S
                                 ---------------

  A.  Borrowers and FINOVA entered into that certain Second Amended and Restated
Loan Agreement dated as of February 24, 1998 (as amended through the date
hereof, the "Existing Loan Agreement"), pursuant to which FINOVA, among other
things, made certain loans and other financial accommodations to Borrowers
subject to the terms and conditions therein set forth.

  B.  Borrowers and FINOVA desire to amend the Existing Loan Agreement and other
Loan Instruments in certain respects, subject to the terms and conditions herein
set forth, including, without limitation, to provide for an addition term loan
to Borrowers in an amount not to exceed $40,000,000, the proceeds of which shall
be used solely to (i) consummate the Thoroughbred Acquisition and (ii) pay
related transaction costs.

  NOW, THEREFORE, in consideration of the foregoing and other mutual agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, and subject to the terms and
conditions hereof, Borrowers and FINOVA agree as follows:
<PAGE>
 
  1. Definitions.  All capitalized terms used but not elsewhere defined herein
     -----------                                                              
shall have the respective meanings ascribed to such terms in the Existing Loan
Agreement, as amended by this First Amendment.

  2. Amendments to the Existing Loan Agreement.  The Existing Loan Agreement is
     -----------------------------------------                                 
amended as set forth below:

     (i)  Section 1.1 - Substituted Definition.  Section 1.1 of the Existing
          ------------------------------------    
     Loan Agreement hereby is amended by (a) deleting the definitions of
     Contingent Obligation Payment, COP Base Amount, COP Calculation Date, COP
     Default Event, COP Market Value, COP Maturity Payment Date, Market Event,
     Market Refinancing Event and Multiplier and (b) substituting the following
     definitions in lieu of the current version of such definitions:

         Acquisition Loan:  the loan in the aggregate amount of $19,997,113.43,
         ----------------
         the proceeds of which are to be used solely for Permitted Acquisitions
         and to pay related transaction costs and, with respect only to the
         Acquisition Loan Working Capital Advance, for working capital purposes.

         Borrowers:  collectively, InfoCure, Rovak, CCI Acquisition, Inc., 
         ---------                                                         
         Polci, HCD, KComp, SoftEasy, DR Software, Millard-Wayne, ICS, OPMS,
         Pace, MD Acquisition, Inc., MSI, Thoroughbred Acquisition, Inc., each
         Acquisition Subsidiary and any Target Acquired by InfoCure pursuant
         to an Equity Acquisition.

         Default Rate:  (i) with respect to the Term Loan and the Convertible
         ------------ 
         Bridge Loan, a rate equal to fourteen and one-half percent (14.5%)
         per annum, (ii) with respect to the Acquisition Loan, a rate equal 
         to the Base Rate, plus the Applicable Margin then in effect, plus
                           ----                                       ---- 
         five percent (5.0%) per annum and (iii) with respect to any other
         amounts which may be owing by Borrowers to FINOVA pursuant to this
         Loan Agreement, the other Loan Instruments or otherwise, a rate equal
         to the greater of (i) and (ii) of this definition.

         Existing Acquisition Instruments:  collectively, (i) the Micro-
         --------------------------------                                  
         Software Acquisition Instruments, (ii) the SoftEasy Acquisition
         Instruments, (iii) the Commercial Acquisition Instruments, (iv) the
         OPMS Acquisition Instruments, (v) the Pace Acquisition Instruments
         and (vi) the Polci Acquisition Instruments.

         Fiscal Year:  shall mean the fiscal year of Borrowers for financial
         -----------                                                        
         accounting purposes, which fiscal year ends on December 31.

                                       2
<PAGE>
 
           Instruments:  collectively, (i) the Loan Instruments, (ii) the
           -----------   
           Acquisition Instruments, (iii) the Existing Acquisition Instruments,
           (iv) the KComp Notes, (v) the Commercial Subordinated Note, (vi) the
           Polci Subordinated Note, (vii) the Thoroughbred Acquisition
           Instruments, (viii) the FINOVA Warrants and (ix) each subordination
           agreement executed and delivered in connection with the transactions
           contemplated by the Loan Instruments.

           Loan Agreement:  this Second Amended and Restated Loan Agreement, as
           --------------                                                      
           amended by the First Amendment, and any amendments, modifications or
           supplements thereto or hereto.

           Loan Instruments:  collectively, (i) the Initial Loan Instruments,
           ----------------       
           (ii) the Existing Loan Instruments and (iii) the Acquisition Loan
           Instruments, including, without limitation, the Acquisition Loan
           Instruments executed and delivered in connection with the Micro-
           Software Acquisition and the Thoroughbred Acquisition.

           Loans:  collectively, the Term Loan, the Convertible Bridge Loan and
           -----    
           the Acquisition Loan.

           Notes:  collectively, the Term Note, the Convertible Bridge Loan
           -----    
           Note and the Acquisition Loan Note.

           Polci: Professional On-Line Computer, Inc., a Michigan corporation.
           -----  

           Prepayment Premium:  as defined in subsection 2.6.1(b)(i).
           ------------------                                     

      (ii) Section 1.1 - Additional Definitions.  Section 1.1 of the Existing 
           ------------------------------------    
      Loan Agreement hereby is amended by adding the following definitions 
      thereto in the appropriate alphabetical order:

           Acquisition Loan Working Capital Advance:  a one-time Advance of the
           ----------------------------------------                            
      Acquisition Loan in an amount equal to $1,000,000 to be made by FINOVA
      to Borrowers on the First Amendment Closing Date.

           Commitment Letter:  that certain commitment letter dated as of 
           -----------------  
      September 27, 1998 among FINOVA and Borrowers.

           Conversion Prepayment:  as defined in subsection 2.6.2(c).
           ---------------------                                     

                                       3
<PAGE>
 
         Convertible Bridge Loan:  the term loan in the aggregate amount of
         -----------------------                                           
     $40,000,000 to be made by FINOVA to Borrowers pursuant to subsection
     2.1.3 of this Loan Agreement.

         Convertible Bridge Loan Note:  a promissory note in the principal
         ----------------------------
     amount of $40,000,000 executed and delivered by Borrowers to FINOVA to
     evidence the Convertible Bridge Loan, and any notes issued in substitution
     thereof pursuant to the terms of this Loan Agreement, in each case in form
     and substance satisfactory to FINOVA.

         Facility:  as defined in subsection 2.6.1(b)(iii).
         --------                                          

         FINOVA Warrants:  collectively, (i) that certain Warrant dated as of
         ---------------      
     the First Amendment Closing Date issued by InfoCure for the benefit of
     FINOVA to acquire 225,000 shares of common stock of InfoCure and (ii) that
     certain Warrant dated as of the Initial CBL Maturity Date issued by
     InfoCure for the benefit of FINOVA to acquire 25,000 shares of common stock
     of InfoCure, provided, however, that the Warrant described in clause (ii)
     of this definition shall only be issued by InfoCure in the event the entire
     Principal Balance of the Convertible Bridge Loan and interest thereon shall
     not have been repaid in full on or before the Initial CBL Maturity Date.

         First Amendment:  that certain First Amendment to Loan Instruments
         ---------------    
     dated as of the First Amendment Closing Date among Borrowers and FINOVA.

         First Amendment Closing Date:  October 23, 1998.
         ----------------------------                    

         First Amendment Capital Fee:  as defined in Section 2.8.
         ---------------------------                             

         Initial CBL Maturity Date:  January 21, 1999.
         -------------------------                    

         MSI:  Medical Software Integrators, Inc., a Georgia corporation.
         ---                                                             

         Offering:  the first underwritten public offering of InfoCure common
         --------                                                    
     stock pursuant to an effective registration statement under the Securities
     Act consummated after the First Amendment Closing Date.

         Permitted Acquisitions:  an Acquisition funded in whole or in part
         ----------------------     
     with the proceeds of an Advance of the Acquisition Loan and, for the
     purposes of the definition of "Acquisition Loan Instruments," the
     Thoroughbred Acquisition.

                                       4
<PAGE>
 
         Reynolds Company:  The Reynolds and Reynolds Company, Inc., an Ohio
         ----------------                                                   
     corporation.

         Reynolds Holdings:  Reynolds and Reynolds Holdings, Inc., an Ohio
         -----------------                                                
     corporation.

         Success Fee:  as defined in Section 2.11.
         -----------                              

         Third Party Loan:  as defined in subsection 2.6.1(b)(iii).
         ----------------                                          

         Third Party Refinancing:  as defined in subsection 2.6.1(b)(iii).
         -----------------------                                          
   
         Thoroughbred Acquisition:  the acquisition by Thoroughbred Acquisition,
         ------------------------                                               
     Inc. of the Property to be sold to Thoroughbred Acquisition, Inc.
     pursuant to the Thoroughbred Acquisition Instruments.

         Thoroughbred Acquisition, Inc.:  Thoroughbred Acquisition, Inc., a
         ------------------------------                                    
     Georgia corporation.

         Thoroughbred Acquisition Instruments:  collectively, the Thoroughbred
         ------------------------------------                                 
     Company Asset Purchase Agreement, the Thoroughbred Holdings Asset
     Purchase Agreement, all agreements, documents and instruments executed
     pursuant thereto and any other agreements, documents and instruments 
     executed by or delivered in connection with the Thoroughbred Acquisition.

         Thoroughbred Company Asset Purchase Agreement:  that certain Asset
          ---------------------------------------------     
     Purchase Agreement dated as of October 23, 1998 among Thoroughbred
     Acquisition, Inc., InfoCure and Reynolds Company, together with all
     schedules, exhibits and other attachments thereto.

          Thoroughbred Holdings Asset Purchase Agreement:  that certain Asset
          ----------------------------------------------                     
     Purchase Agreement dated as of September 28, 1998 among Thoroughbred
     Acquisition, Inc., InfoCure and Reynolds Holdings, together with all
     schedules, exhibits and other attachments thereto.

          Thoroughbred Assignment of Acquisition Instruments:  that certain
          --------------------------------------------------               
     assignment of the Thoroughbred Acquisition Instruments from
     Thoroughbred Acquisition, Inc. to FINOVA, in form and substance
     satisfactory to FINOVA.

          Thoroughbred Pay-Off Letters:  a pay-off letter from each holder of
          ----------------------------                                       
     existing indebtedness secured by a Lien on the Property to be sold to

                                       5
<PAGE>
 
     Thoroughbred Acquisition, Inc. pursuant to the Thoroughbred
     Acquisition Instruments, in form and substance satisfactory to FINOVA.

          Thoroughbred Sellers:  collectively, Reynolds Company and Reynolds
          --------------------                                              
     Holdings.

          Thoroughbred Subordinated Note:  that certain Convertible Promissory
          ------------------------------  
     Note dated as of the First Amendment Closing Date in the original principal
     amount of $10,000,000 made by InfoCure payable to the order of
     Reynolds Holdings.

          Thoroughbred Subordination Agreement:  that certain Subordination
          ------------------------------------       
     Agreement dated as of the First Amendment Closing Date between Reynolds
     Holdings and FINOVA.

     (iii)  Section 2.1.  Section 2.1 of the Existing Loan Agreement is amended
            -----------                                   
  by adding the following subsection 2.1.3 thereto in
  the appropriate numerical order:

            "2.1.3 Convertible Bridge Loan.  The Convertible Bridge
                    -----------------------                         
            Loan shall consist of a term loan from FINOVA to Borrowers in the
            aggregate amount of $40,000,000.  FINOVA shall disburse the proceeds
            of the Convertible Bridge Loan to or as directed by Borrowers when
            all of the terms and conditions set forth in Paragraph 3 of the 
            First Amendment have been satisfied."

     (iv)   Subsection 2.1.1.  Subsection 2.1.1 of the Existing Loan Agreement
            ----------------   
  is amended by adding the following sentence to the end of such subsection:

            "Borrowers agree and acknowledge that on the First Amendment Closing
  Date,the Principal Balance of the Term Loan shall be equal to $8,433,271.11."

     (v)    Subsection 2.1.2.  Subsection 2.1.2 of the Existing Loan Agreement
            ---------------- 
  is deleted in its entirety and the following is substituted in lieu thereof:

            "2.1.2 Advances of the Acquisition Loan.  Borrowers agree and
                   --------------------------------                  
     acknowledge that on the First Amendment Closing Date, after giving effect
     to the making of the Acquisition Loan Working Capital Advance, the
     Acquisition Loan shall be deemed to have been fully disbursed and, on such
     date, the Principal Balance of the Acquisition Loan shall be equal to
     $19,997,113.43, such amount constituting (i) the outstanding Principal
     Balance of the Acquisition Loan as of the First Amendment Closing Date
     without giving effect to the making of the Acquisition Loan Working Capital
     Advance ($18,997,113.43), plus (ii) the
                               ----         

                                       6
<PAGE>
 
     Acquisition Loan Working Capital Advance to be disbursed on the First
     Amendment Closing Date in an amount equal to $1,000,000. FINOVA shall have
     no obligation to make Advances of the Acquisition Loan on or after the
     First Amendment Closing Date (except for the Acquisition Loan Working
     Capital Advance to be made on the First Amendment Closing Date, the
     proceeds of which shall be disbursed by FINOVA to or as directed by
     Borrowers when all of the terms and conditions set forth in Paragraph 3 of
     the First Amendment have been satisfied)."

     (vi)   Section 2.2.  Section 2.2 of the Existing Loan Agreement is deleted
            ----------- 
   in its entirety and the following is substituted in lieu thereof:

            "2.2 Use of Proceeds, Notes and Reborrowing.
                 -------------------------------------- 

                 2.2.1 Use of Proceeds.  The proceeds of the Term Loan and the
                       ---------------                           
            Acquisition Loan shall be used solely for Permitted Acquisitions and
            to pay related transaction costs; provided that the proceeds of the
            Acquisition Loan Working Capital Advance shall be used solely for
            working capital purposes. The proceeds of the Convertible Bridge 
            Loan shall be used solely for the Thoroughbred Acquisition and to
            pay related transaction costs.

                 2.2.2 Notes.  The Term Loan, the Convertible Bridge Loan and
                       -----                                        
            the Acquisition Loan shall be evidenced by the Term Note, the
            Convertible Bridge Loan Note and the Acquisition Loan Note,
            respectively.

                 2.2.3 Reborrowing.  Borrowers may not reborrow all or any
                       -----------                                 
            portion of the Loans which is repaid or prepaid."

    (vii)   Subsection 2.3.1.  Clause (i) contained in the first sentence of
            ----------------                              
  Section 2.3.1 of the Existing Loan Agreement is amended by adding the phrase
  "and the Convertible Bridge Loan" after the phrase "Term Loan" therein
  contained. Subsection 2.3.1 of the Existing Loan Agreement further is amended
  by deleting the last sentence of such subsection and substituting the
  following in lieu thereof:

            "Interest shall be payable monthly in arrears on the first Business
     Day of each month commencing with the first month following the month in
     which the Original Closing Date occurs; provided, however, that after the
     First Amendment Closing Date, interest shall be payable quarterly in
     arrears on the first Business Day of each quarter commencing with the first
     quarter following the quarter in which the First Amendment Closing Date
     occurs."

                                       7
<PAGE>
 
     (viii) Subsection 2.3.2.  Subsection 2.3.2 of the Existing Loan Agreement
            ----------------                          
  is deleted in its entirety and the following is substituted in lieu thereof:

            "2.3.2  Default Rate.  During a Default Rate Period, Borrowers'
                    ------------                                
     Obligations shall bear interest at the applicable Default Rate."

     (ix)   Subsection 2.4.1.  Subsection 2.4.1 of the Existing Loan Agreement
            ----------------     
  is deleted in its entirety and the following is substituted in lieu thereof:
 
             "2.4.1 Term Loan.  The Principal Balance of the Term Loan after
                    ---------                                         
     the First Amendment Closing Date shall be payable by Borrowers, jointly and
     severally, in sixteen (16) consecutive quarterly installments on the first
     Business Day of each quarter commencing with the first Business Day of
     January, 1999. Each of the first fifteen (15) installments shall be in the
     amount of $527,079.44, and the last installment shall be in the amount of
     the then remaining Principal Balance of the Term Loan."

     (x)    Subsection 2.4.2.  Subsection 2.4.2 of the Existing Loan Agreement
            ----------------
  is deleted in its entirety and the following is substituted in lieu thereof:

            "2.4.2 Acquisition Loan.  The Principal Balance of the Acquisition
                   ----------------                               
     Loan after the First Amendment Closing Date shall be payable by Borrowers,
     jointly and severally, in sixteen (16) consecutive quarterly installments
     on the first Business Day of each quarter commencing with the first
     Business Day of January, 1999. Each of the first fifteen (15) installments
     shall be in the amount of $1,249,819.58, and the last installment shall be
     in the amount of the then remaining Principal Balance of the Acquisition
     Loan."

     (xi) Subsection 2.4.3.  Subsection 2.4.3 of the Existing Loan Agreement is
     ----------------                                                     
  deleted in its entirety and the following is substituted in lieu thereof:

            "2.4.3 Convertible Bridge Loan.  The Principal Balance of the
                   -----------------------                           
     Convertible Bridge Loan shall be due and payable on the Initial CBL
     Maturity Date; provided, however, in the event InfoCure shall not have
     consummated an Offering on or before the Initial CBL Maturity Date the net
     proceeds of which shall have been sufficient to repay in full the Principal
     Balance of the Convertible Bridge Loan on the Initial CBL Maturity Date in
     accordance with subsection 2.6.2(b), then the Principal Balance of the
     Convertible Bridge Loan (after giving effect to any repayments thereof
     required to be made under subsection 2.6.2(b) and subsection 2.6.2(c))
     shall be payable in fifteen (15) consecutive quarterly installments on the
     first Business Day of each quarter commencing with the first Business Day
     of the quarter immediately succeeding the quarter in which the

                                       8
<PAGE>
 
     Initial CBL Maturity Date occurs. Each such installment shall be in an
     amount equal to the applicable percentage of the Principal Balance of the
     Convertible Bridge Loan on the Initial CBL Maturity Date (after giving
     effect to any repayments thereof required to be made under subsection
     2.6.2(b) and subsection 2.6.2(c)) as set forth below:

                      Installment             Percentage
                      -----------             ----------

                      1 through 4                2.5%
                      5 through 12               5.0%
                     13 through 14              10.0%
                     15                       Then Remaining
                                              Principal Balance"

     (xii)  Section 2.4.  Section 2.4 of the Existing Loan Agreement is amended 
            -----------                                   
  by adding the following subsection 2.4.4 to such Section 2.4 in the
  appropriate numerical order:

            "2.4.4  Final Payments.  Notwithstanding anything contained in
                    --------------                           
     Section 2.4 to the contrary, the then remaining Principal Balance of the
     Loans, if any, and any other sums which then are due and payable pursuant
     to the terms of the Loan Instruments, shall be due and payable on October
     28, 2002."

     (xiii) Subsection 2.6.1(b).  Subsection 2.6.1(b) of the Existing Loan
            -------------------                             
  Agreement is deleted in its entirety and the following is substituted in
  lieu thereof:
 
            "(b)  Prepayment Premium.
                  ------------------ 

                  (i)   Subject to clause (ii) and (iii) of this subsection
            2.6.1(b), any prepayment of the Principal Balance (other than a
            prepayment made pursuant to subsection 2.6.2(a) and subsection
            2.6.2(c)) shall be accompanied by a payment (a "Prepayment Premium")
            of (i) three percent (3%) of the amount so prepaid if prepaid during
            the first Loan Year, (ii) two percent (2%) of the amount so prepaid
            if prepaid during the second Loan Year; and (iii) one percent (1%)
            of the amount so prepaid if prepaid during the third, fourth or
            fifth Loan Year.

                  (ii)  In the event any portion or portions of the Principal
            Balance of the Convertible Bridge Loan shall have been repaid or
            prepaid (a) at any time or from time to time on or before the one
            hundred eightieth (180th) day after the Initial CBL Maturity Date
            with the proceeds of an Offering or any other equity offering by
            InfoCure of its capital stock or (b) pursuant

                                       9
<PAGE>
 
            to subsection 2.6.2(c), the amount so prepaid shall not be subject
            to a Prepayment Premium or Make Whole Premium.

                  (iii) In the event the Principal Balance of the Convertible
            Bridge Loan and interest thereon shall have been repaid or prepaid
            in full with the proceeds of an Offering or any other equity
            offering by InfoCure of its capital stock and the then outstanding
            Borrowers' Obligations subsequently are prepaid and performed in
            full during any of the first three Loan Years with the proceeds of
            any refinancing made by any financial institution other than FINOVA
            (a "Third Party Refinancing"), then the Prepayment Premium
            applicable thereto shall be equal to (i) one and three-quarters
            percent (1.75%) of the amount so prepaid if prepaid during the first
            Loan Year, (ii) one and one-quarter percent (1.25%) of the amount so
            prepaid if prepaid during the second Loan Year; and (iii) one
            percent (1.00%) of the amount so prepaid if prepaid during the third
            Loan Year, provided that each of the following conditions shall have
            been satisfied in connection with such Third Party Refinancing:

                        (A)  the Acquisition Loan shall have been fully 
                  disbursed;
 
                        (B)  Borrowers shall have requested in writing from 
                  FINOVA a total credit facility in the aggregate amount of
                  $75,000,000 (the "Facility"), a portion of the proceeds of
                  which would be used to pay and perform in full Borrowers'
                  Obligations, and Borrowers and FINOVA shall have been unable
                  to agree on the other material terms and conditions of such
                  Facility;

                        (C)  Borrowers and a financial institution other than
                  FINOVA shall have agreed on the material terms and conditions
                  of a loan or credit facility the aggregate amount of which
                  shall be equal to $75,000,000 (the "Third Party Loan"), and
                  Borrowers shall have notified FINOVA in writing of such terms
                  and conditions;

                        (D)  FINOVA shall have failed to notify Borrowers
                  within twenty (20) Business Days after the date of such
                  notification that FINOVA has elected to make the Facility
                  available to Borrowers on terms and conditions substantially
                  similar to those so presented with respect to the Third Party
                  Loan; and

                                       10
<PAGE>
 
                        (E)  within sixty (60) days after the expiration of the
                  twenty (20) Business Day period referred to in (D) of this
                  clause (iii), the Loans and all other Borrowers' Obligations
                  (including, without limitation, the Contingent Obligation
                  Payment pursuant to Section 2.11, if applicable) shall have
                  been paid in full with the proceeds (or a portion thereof) of
                  such Third Party Loan provided by such other financial
                  institution, and such Third Party Loan shall have been on the
                  same terms and conditions (or more favorable terms and
                  conditions to Borrowers) presented to FINOVA pursuant to (C)
                  of this clause (iii)."

     (xiv)  Subsection 2.6.1(e).  Subsection 2.6.1(e) of the Existing Loan 
            -------------------                             
  Agreement is deleted in its entirety and the following is substituted in lieu
  thereof:

            "(e) Make Whole Premium.  In addition to the premiums calculated
                 ------------------                              
     pursuant to (b) above, and subject to subsection 2.6.1(b)(ii), any
     prepayment of the Term Loan or the Convertible Bridge Loan (including,
     without limitation, any prepayment made pursuant to subsection 2.6.2(a))
     shall be accompanied by a payment equal to the Make Whole Premium
     applicable thereto. The following definitions shall apply in calculating
     the Make Whole Premium:

                 (i)    "Make Whole Premium" means the positive difference,
                         ------------------                                
            if any, between (A) the Discounted Value immediately prior to any
            prepayment of that portion of the Principal Balance of the
            applicable Loan which is being prepaid and (B) the Principal Balance
            of the applicable Loan, or portion thereof, being prepaid as of the
            date of any such prepayment.

                 (ii)   "Discounted Value" means the amount determined by
                         ----------------                                
            discounting the Remaining Scheduled Payment Amounts from their
            respective due dates to the date of the prepayment of the applicable
            Loan at a discount factor equal to the Reinvestment Yield.

                 (iii)  "Remaining Scheduled Payment Amount" means the
                         ----------------------------------           
            amount of each scheduled payment of the Principal Balance of and
            interest on the applicable Loan that would be due on or after the
            date of a prepayment of the applicable Loan if no prepayment of the
            applicable Loan were made prior to its scheduled due date.

                 (iv)   "Reinvestment Yield" means the sum of (A) the rates
                         ------------------                                
            shown under the column heading "Ask YLD" for "Govt. Bonds & Notes"
            in the "Treasury Bonds, Notes & Bills" section of The Wall Street
            Journal, 

                                       11
<PAGE>
 
            Western Edition, published on the Business Day prior to the date of
            any proposed prepayment of the applicable Loan for the government
            bond or note with a maturity date having the closest matching
            maturity to the applicable Weighted Average Life to Maturity, or, if
            there is more than one government bond or note with a maturity date
            having the closest matching maturity to the applicable Weighted
            Average Life to Maturity, the highest of the rates shown in the "Ask
            YLD" column for any such bond or note, plus (B) two percent (2%).
                                                   ---- 

                       (v) "Weighted Average Life to Maturity" means the number
                            ---------------------------------                  
            of years (calculated to the nearest one-twelfth year) obtained by
            dividing (A) the sum of the products obtained by multiplying each
            remaining scheduled payment of principal under the applicable Loan
            by the number of years (calculated to the nearest one-twelfth) which
            will elapse between the date of a prepayment of the applicable Loan
            and the scheduled due date of such remaining scheduled principal
            payments, by (B) the outstanding Principal Balance of the applicable
            Loan on such prepayment date prior to giving effect to any such
            prepayment."

     (xv) Subsection 2.6.2.  Subsection 2.6.2 of the Existing Loan Agreement
          ----------------                                        
  is deleted in its entirety and the following is substituted in lieu thereof:

          "2.6.2  Mandatory Prepayment.
                  -------------------- 

                  (a) Excess Cash Flow Payments.  Until Borrowers' Obligations
                      ------------------------- 
          are paid and performed in full, for each Fiscal Year of Borrowers
          commencing with the Fiscal Year of Borrowers ending January 31, 1999,
          Borrowers shall pay to FINOVA an amount equal to twenty-five percent
          (25%) of the Excess Cash Flow for such Fiscal Year.  Each such payment
          shall be made within thirty (30) days after the date that Borrowers
          are required to deliver to FINOVA the financial statements for such
          Fiscal Year pursuant to subsection 6.3.3.  Each Borrower agrees that
          it will not take any actions primarily intended to decrease the amount
          payable under this subsection 2.6.2(a) in anticipation of the
          calculation referred to herein.

                  (b) If InfoCure shall consummate an Offering at any time and
          from time to time, then, to the extent the Principal Balance of the
          Convertible Bridge Loan and interest thereon shall not have been paid
          and otherwise performed in full, Borrowers shall pay to FINOVA an
          amount equal to the lesser of (i) the aggregate net proceeds of such
          Offering and (ii) an amount necessary to repay in full the then
          Principal Balance of the Convertible Bridge Loan and any accrued and
          unpaid interest thereon after giving effect to the provisions of the
          immediately

                                       12
<PAGE>
 
          succeeding sentence. Any prepayments made pursuant to this subsection
          2.6.2(b) shall be applied in the following order of priority to the
          payment of: (i) any and all sums which are due and payable pursuant to
          the terms of the Loan Instruments, except the Principal Balance and
          accrued and unpaid interest thereon but specifically including the
          Success Fee and the First Amendment Closing Fee, as applicable, (ii)
          accrued and unpaid interest on the portion of the Principal Balance
          being prepaid, (iii) any other accrued and unpaid interest which is
          unpaid and (iv) the Principal Balance of the Convertible Bridge Loan.

                  (c) In the event the Convertible Bridge Loan shall not have
          been paid and performed in full on the Initial CBL Maturity Day
          pursuant to subsection 2.6.2(b), then, upon the request of FINOVA at
          any time after the Initial CBL Maturity Date (but in no event later
          than the one hundred twentieth (120th) day after the Initial CBL
          Maturity Date), Borrowers shall pay to FINOVA on demand an amount
          equal to $10,000,000 (the "Conversion Prepayment") with cash on hand
          and/or the proceeds of an equity line provided to InfoCure by Crescent
          International Limited or any other substitute equity funding source
          and the terms of any such equity line and the contributions made to
          InfoCure pursuant thereto shall not violate any of the terms of this
          Loan Agreement. Any prepayments made pursuant to this subsection
          2.6.2(c) shall be applied in the following order of priority to the
          payment of (i) the Principal Balance of the Convertible Bridge Loan
          and (ii) to the payment of Borrowers' Obligations in such manner as
          FINOVA shall determine in its sole and absolute discretion.

                  (d) Concurrently with any payment of the Principal Balance
          received by FINOVA resulting from the exercise by FINOVA of any remedy
          available to FINOVA subsequent to the occurrence of an Event of
          Default and the acceleration of Borrowers' Obligations, Borrowers
          jointly and severally shall pay to FINOVA a prepayment premium in an
          amount equal to the prepayment premium which would be payable if such
          payment was made pursuant to subsection 2.6.1.

                  (e) Prepayments received by FINOVA pursuant to this subsection
          2.6.2 (except subsection 2.6.2(b) and subsection 2.6.2(c)) shall be
          applied in the following order of priority to the payment of:  (i) any
          and all sums which are due and payable pursuant to the terms of the
          Loan Instruments, except the Principal Balance and accrued and unpaid
          interest thereon but specifically including the Contingent Obligation
          Payment and the First Amendment Closing Fee, as applicable, (ii)
          accrued and unpaid interest on the portion of the Principal Balance
          being prepaid, (iii) any other accrued and unpaid interest which is
          unpaid and (iv) the installments of the Principal Balance in
          accordance with subsection 2.6.1(d)."

                                       13
<PAGE>
 
     (xvi)   Section 2.8.  Section 2.8 of the Existing Loan Agreement is
             -----------                                                
     deleted in its entirety and the following is substituted in lieu thereof:

            "2.8 First Amendment Capital Fee.  Borrowers shall pay to FINOVA
                 ---------------------------                                
     a capital fee of $500,000 (the "First Amendment Capital Fee") on the
     earlier to occur of (i) the date on which an Offering shall have been
     consummated and (ii) December 15, 1998. The First Amendment Capital Fee
     shall be (i) deemed fully earned as of the date of the Commitment Letter,
     (ii) made in Good Funds via Federal wire transfer to the account designated
     by FINOVA in Section 2.12 (or such other account as designated by FINOVA in
     writing) and (iii) in addition to any loan or similar fee paid to FINOVA by
     Borrowers pursuant to the Existing Amended and Restated Loan Agreement or
     otherwise, including, without limitation, the Success Fee."

     (xvii) Section 2.9.  Section 2.9 of the Existing Loan Agreement is deleted
            -----------                                                
  in its entirety.

     (xviii) Section 2.11.  Section 2.11 of the Existing Loan Agreement is
             ------------                                              
  deleted in its entirety and the following is substituted in lieu thereof:

             "2.11  Success Fee.  Borrowers shall pay to FINOVA a success fee
                    -----------                                              
     of $2,000,000 (the "Success Fee") on the earlier to occur of (i) the date
     on which an Offering shall have been consummated and (ii) December 15,
     1998. The Success Fee shall be (i) deemed fully earned as of the date of
     the Commitment Letter, (ii) made in Good Funds via Federal wire transfer to
     the account designated by FINOVA in Section 2.12 (or such other account as
     designated by FINOVA in writing) and (iii) in addition to any loan or
     similar fee paid to FINOVA by Borrowers pursuant to the Existing Amended
     and Restated Loan Agreement or otherwise, including, without limitation,
     the First Amendment Closing Fee."

     (xix)  Section 5.3.  Section 5.3 of the Existing Loan Agreement is amended
            -----------                                                
  by adding the following subsection 5.3.3 to such Section 5.3 in the 
  appropriate numerical order:

             "5.3.3  FINOVA Warrants.
                     --------------- 
 
                     (a) Authority.  InfoCure has full corporate power and
                        ---------                                        
               authority to execute and deliver each FINOVA Warrant and to
               perform all of its obligations thereunder, and the execution,
               delivery and performance thereof have been duly authorized by all
               necessary corporation action on its part.  Each FINOVA Warrant
               has been duly executed on behalf of

                                       14
<PAGE>
 
               InfoCure and constitutes the legal, valid and binding obligation
               of InfoCure, enforceable in accordance with its terms.

                     (b) No Legal Bar.  The execution, delivery and performance
                         ------------                                          
               of each FINOVA Warrant will not (a) conflict with or result in a
               violation of the articles or certificate of incorporation or
               bylaws of InfoCure, (b) conflict with or result in a violation of
               any law, statute, regulation, order or decree applicable to
               InfoCure or any Affiliate of InfoCure, (c) require any consent or
               authorization or filing with, or other act by or in respect of,
               any governmental authority or body or (d) result in a reach of,
               constitute a default under or constitute an event creating rights
               of acceleration, termination or cancellation under any mortgage,
               lease, contract, franchise, instrument or other agreement to
               which InfoCure is a party or by which it is or its assets are
               bound.  Each FINOVA Warrant has been issued in compliance with
               all applicable federal and state laws, rules and regulations,
               including, without limitation, all so-called "Blue-Sky" laws.

                     (c) Validity of Shares.  When issued upon the exercise of
                         ------------------                                   
               the FINOVA Warrants as contemplated therein, shares of common
               stock of InfoCure will have been validly issued and will be fully
               paid and nonassessable and shall have been issued and sold in
               compliance with all applicable federal and state laws, rules and
               regulations, including, without limitation, all so-called "Blue-
               Sky" laws."

     (xx)   Section 5.22.  Section 5.22 of the Existing Loan Agreement is
            ------------                                                 
  deleted in its entirety and the following is substituted in lieu thereof:

            "5.22  Subsidiaries.  As of the First Amendment Closing Date, (i)
                   ------------                                              
     InfoCure has no subsidiaries other than Rovak, CCI Acquisition, Inc.,
     Polci, HCD, KComp, SoftEasy, DR Software, Millard-Wayne, ICS, OPMS, Pace,
     MD Acquisition, Inc., MSI and Thoroughbred Acquisition, Inc. and (ii) no
     Borrower (other than InfoCure) has any subsidiaries."

     (xxi)  Section 5.23.  Section 5.23 of the Existing Loan Agreement is
            ------------                                              
  deleted in its entirety and the following is substituted in lieu thereof:

            "5.23  Representations as to Acquisition Instruments.  To the
                   ---------------------------------------------         
     best knowledge of Borrowers, the representations and warranties made by the
     Polci Seller, the SoftEasy Seller, the Commercial Seller, the Micro-
     Software Seller, the Thoroughbred Sellers, the sellers under the Pace
     Acquisition Instruments and the OPMS Acquisition Instruments and the
     sellers under any other Acquisition Instruments to which any Borrower is a
     party pursuant to the Polci Acquisition

                                       15
<PAGE>
 
     Instruments, the SoftEasy Acquisition Instruments, the Commercial
     Acquisition Instruments, the Micro-Software Acquisition Instruments, the
     Thoroughbred Acquisition Instruments, the Pace Acquisition Instruments, the
     OPMS Acquisition Instruments and such other Acquisition Instruments, as
     applicable, are true and correct and no default exists thereunder."

     (xxii) Article VI.  Article VI of the Existing Loan Agreement is amended
            ----------                                               
  amended by adding the following Section 6.15 to such Article VI in the
  appropriate numerical order:

            "6.15  Syndication.  If the Principal Balance of the Convertible
                   -----------                                              
     Bridge Loan and interest thereon shall not have been paid and otherwise
     satisfied in full on or before the Initial CBL Maturity Date, (i) FINOVA
     shall have the right at any time to sell, assign, transfer any portion of
     its loan position to one or more lenders or otherwise syndicate the
     transaction, (ii) in connection with any such sale, assignment, transfer or
     syndication, FINOVA shall have the right to disclose to such prospective
     lender(s) any and all information regarding or relating to Borrowers, the
     transactions contemplated by this Loan Agreement and the other Instruments
     which has now or may hereafter be provided to or obtained by FINOVA and
     (iii) until successful completion of the initial syndication of the Loans,
     in the event such initial syndication of the Loans by FINOVA shall prove to
     be impracticable, Borrowers agree to restructure the credit facilities
     evidenced by this Loan Agreement and the other Loan Instruments, which
     restructuring may include a restructuring of the interest rates and other
     lender compensation for Borrowers' Obligations, so as to make syndication
     of the Loans reasonably practicable. In connection with any such sale,
     assignment, transfer or syndication contemplated by this Section 6.15,
     Borrowers agree and acknowledge that (i) FINOVA and Borrowers will be
     required to re-document the transactions contemplated by this Loan
     Agreement and the other Loan Instruments, which re-documentation shall
     contain such terms, agreements, provisions, covenants, representations and
     warranties customarily contained in FINOVA syndicated transactions, and
     (ii) the costs, fees (including attorneys' fees and expenses),
     disbursements and expenses for any such re-documentation shall be borne
     solely by Borrowers."

     (xxiii)   Section 7.1.  Section 7.1 of the Existing Loan Agreement is
               -----------                                                
  deleted in its entirety and the following is substituted in lieu thereof:

               "7.1 Borrowing.  Create, incur, assume or suffer to exist any
                    ---------                                               
          liability for Indebtedness for Borrowed Money except (i) Borrowers'
          Obligations, (ii) Permitted Senior Indebtedness, (iii) Indebtedness
          for Borrowed Money evidenced by the KComp Notes, (iv) Indebtedness
          for Borrowed Money evidenced by the

                                       16
<PAGE>
 
          Commercial Subordinated Note, (v) Indebtedness for Borrowed Money
          evidenced by the Polci Subordinated Note, (vi) Indebtedness for
          Borrowed Money evidenced by the Thoroughbred Subordinated Note and
          (vii) unsecured inter-company loans by any Borrower to any other
          Borrower, provided that the obligations of each obligor of such
          Indebtedness shall: (A) be evidenced by promissory notes which shall
          have been pledged to FINOVA as security for Borrowers' Obligations,
          (B) if required by FINOVA, be subordinated in right of payment to
          Borrowers' Obligations on terms and conditions acceptable to FINOVA
          and (C) have such other terms and provisions as FINOVA reasonably may
          require."

     (xxiv) Section 7.3.  Section 7.3 of the Existing Loan Agreement is
            -----------                                                
  amended by (a) inserting a comma after the word "Acquisitions" contained in
  clause (i) thereof, (b) deleting the symbol "(ii)" in the third line of such
  section and substituting the symbol "(iii)" in lieu thereof and (c) adding the
  following clause (ii) thereto in the appropriate numerical order:

            "(ii) the Thoroughbred Acquisition and"

     (xxv)     Section 7.6.  Section 7.6 of the Existing Loan Agreement is
               -----------                                                
  deleted in its entirety and the following is substituted in lieu thereof:

            "7.6 Capital Expenditures.  Make or incur any Capital
                    --------------------                            
     Expenditures (other than Permitted Acquisitions, the Thoroughbred
     Acquisition and payments made by any Borrower in connection with the
     development of computer software in connection with the business of such
     Borrower) in any year if the aggregate amount of Capital Expenditures for
     all Borrowers for such year would exceed $2,500,000."

     (xxvi) Section 7.7.  Section 7.7 of the Existing Loan Agreement is deleted
            -----------                                                
  in its entirety and the following is substituted in lieu thereof:

            "7.7 Payments of Indebtedness for Borrowed Money.  Make any
                 -------------------------------------------           
     payment or prepayment, whether voluntary, mandatory or optional, of any
     Indebtedness for Borrowed Money other than (i) Borrowers' Obligations, (ii)
     regularly scheduled payments of Permitted Senior Indebtedness, (iii) KComp
     may make regularly scheduled payments of interest and principal of the
     Indebtedness for Borrowed Money evidenced by the KComp Notes, provided that
     no Event of Default or Incipient Default exists or would be created by the
     making

                                       17
<PAGE>
 
     of any such payment, (iv) without duplication, InfoCure and CCI
     Acquisition, Inc. may make regularly scheduled payments or interest and
     principal of the Indebtedness for Borrowed Money evidenced by the
     Commercial Subordinated Note, provided that no Event of Default or
     Incipient Default exists or would be created by the making of any such
     payment, (v) without duplication, InfoCure and Polci may make regularly
     scheduled payments of interest and principal of the Indebtedness for
     Borrowed Money evidenced by the Polci Subordinated Note, provided that no
     Event of Default or Incipient Default exists or would be created by the
     making of any such payment, and (vi) InfoCure may make regularly scheduled
     payments of interest and principal of the Indebtedness for Borrowed Money
     evidenced by the Thoroughbred Subordinated Note to the extent permitted
     under, and in accordance with, the terms of the Thoroughbred Subordination
     Agreement."

     (xxvii) Section 7.12.  Section 7.12 of the Existing Loan Agreement
             ------------                                              
  is deleted in its entirety and the following is substituted in lieu thereof:

             "7.12  Amendment of Documents.  Amend or modify (i) its articles
                    ----------------------                                   
     of incorporation except (A) if required by law or (B) InfoCure may amend
     its articles of incorporation in connection with the issuance of additional
     capital stock permitted under Section 7.14, (ii) any of the KComp Notes,
     (iii) the Commercial Subordinated Note, (iv) the Polci Note, (v) any of the
     Existing Acquisition Instruments, (vi) any of the Thoroughbred Acquisition
     Instruments, (vii) the Thoroughbred Subordinated Note, (viii) the FINOVA
     Warrants (except as permitted under the terms thereof) or (ix) any
     Acquisition Instruments."

     (xxviii) Section 7.14.  Section 7.14 of the Existing Loan Agreement is
                         ------------                                    
  deleted in its entirety and the following is substituted in lieu thereof:

              "7.14  Issuance of Capital Stock or other Similar Interests.
                     ----------------------------------------------------  
     Issue or sell, permit to be issued or sold, or otherwise consent to the
     transfer of, any additional capital stock or equity interests or any
     interests convertible into or exercisable for any such capital stock or
     additional equity interests, except (i) the FINOVA Warrants and issuances
     of shares of capital stock of InfoCure pursuant to the terms thereof, (ii)
     the issuance of capital stock of InfoCure, provided that InfoCure shall not
     be required to pay dividends, redeem such capital stock or make other
     distributions with respect thereto except as permitted under Section 7.5
     and (iii) the convertible rights granted pursuant to the Commercial Long-
     Term Subordinated Note."

     (xxix)   Subsection 8.1.4.  Subsection 8.1.4 of the Existing Loan
              ----------------                                        
  Agreement is amended by deleting clause (iii) of such subsection 8.1.4 and
  substituting the following in lieu thereof:

               "(iii) any Borrower at any time shall be in default under any of
     the KComp Notes, the Commercial Subordinated Note, the Polci Note or the
     Thoroughbred Subordinated Note."

                                       18
<PAGE>
 
     (xxx)  Exhibits.  The Existing Loan Agreement is amended by substituting
            --------                                            
  Exhibits 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 attached hereto for
  Exhibits 5.3.1, 5.5.1, 5.5.2, 5.5.3, 5.5.4, 5.5.5, 5.5.8, 5.7.1, 5.7.2, 5.8,
  5.12, 5.19.1 and 5.20.1 to the Existing Loan Agreement, respectively.

  3. Conditions to Effectiveness.  The effectiveness of this First Amendment
     ---------------------------                                  
shall be subject to the satisfaction of all of the following conditions in a
manner, form and substance satisfactory to FINOVA:

     (a)  Representations and Warranties.  On the First Amendment Closing
          ------------------------------                                 
  Date, all of the representations and warranties of Borrowers set forth in
  the Loan Instruments, as amended hereby, shall be true and correct in all
  material respects.

     (b)  Thoroughbred Acquisition.  FINOVA shall have received evidence
          ------------------------                                      
  that (i) immediately upon Borrowers' receipt, or such other Person's receipt
  as designated by Borrowers, of the proceeds of the Convertible Bridge Loan,
  the Thoroughbred Acquisition shall be consummated in accordance with the terms
  of the Thoroughbred Acquisition Instruments and as a result thereof
  Thoroughbred Acquisition, Inc. shall have acquired good and marketable title
  to all Property to be acquired by such Person under the Thoroughbred
  Acquisition Instruments, free and clear of all Liens other than Permitted
  Liens, and (ii) none of the parties to the Thoroughbred Acquisition
  Instruments shall have failed to perform any obligation or covenant required
  by any of the Thoroughbred Acquisition Instruments to be performed or complied
  with by such Person on or before the First Amendment Closing Date.

     (c)  Subordination Agreements.  FINOVA shall have received subordination
          ------------------------                             
  agreements or reaffirmations of subordination agreement, as applicable, each
  in form and substance previously approved by FINOVA, with respect to any and
  all loans, management fees, dividends, distributions and other payments
  payable by any Borrower to any other Person (other than holders of Permitted
  Liens), including, without limitation, the Indebtedness for Borrowed Money
  evidenced by (i) the KComp Notes, (ii) the Commercial Subordinated Note,
  (iii) the Polci Note and (iv) the Thoroughbred Subordinated Note.

     (d)  Delivery of Documents.  The following shall have been delivered to
          ---------------------                                             
  FINOVA, each duly authorized and executed and in form and substance
  satisfactory to FINOVA:

          (1)  this First Amendment;
          
          (2) the applicable Acquisition Loan Instruments;

                                       19
<PAGE>
 
          (3)  Convertible Bridge Loan Note;
          
          (4) the Thoroughbred Subordination Agreement;
          
          (5) the Thoroughbred Assignment of Acquisition Instruments and a
       consent to the Thoroughbred Assignment of Acquisition Instruments
       executed by the Thoroughbred Sellers;

          (6) certified copies of the (i) Thoroughbred Acquisition Instruments
       and all agreements, documents and instruments executed pursuant thereto
       and in connection therewith and (ii) Licenses, License Agreements and
       material Operating Agreements to be acquired by or otherwise assigned to
       Thoroughbred Acquisition, Inc. pursuant to the Thoroughbred Acquisition;

          (7) a Mortgage encumbering each parcel of Real Estate to be
       acquired by any Borrower pursuant to the Thoroughbred Acquisition
       Instruments and title policies and other related documents and
       instruments required by FINOVA;
     
          (8) a Landlord's Consent executed by the landlord under each
       Lease assumed by any Borrower pursuant to the Thoroughbred Acquisition
       Instruments and a certified copy of each such Lease;
     
          (9) a notice of borrowing/disbursement request with respect to
       the disbursement of the proceeds of the Convertible Bridge Loan;

          (10) such evidence of Borrowers' authority to execute, deliver
     and perform the obligations under this First Amendment, the Thoroughbred
     Acquisition Instruments and the other agreements, documents and instruments
     to be executed and delivered by Borrowers pursuant to the terms of this
     First Amendment, as FINOVA reasonably may require, including but not
     limited to certified copies of resolutions duly adopted by the board of
     directors of each Borrower authorizing the execution and delivery of, and
     performance of its obligations under, such agreements, documents and
     instruments by such Borrower;

          (11) Thoroughbred Pay-Off Letters;

          (12) original certificates representing one hundred percent
     (100%) of the issued and outstanding capital stock of Thoroughbred
     Acquisition, Inc. and executed stock powers in form reasonably acceptable
     to FINOVA;

                                       20
<PAGE>
 
          (13) an opinion dated as of the First Amendment Closing Date from
      (a) Morris, Manning & Martin, counsel to the Borrowers, and (b) Douglas
      M. Ventura, general counsel to Thoroughbred Sellers, in each case
      addressed to FINOVA, in such form and covering such matters as FINOVA
      reasonably shall require; and

          (14) such other instruments, documents, agreements, certificates,
      consents, waivers and opinions as FINOVA reasonably may request.

      (e) Approvals.  The approval and/or consent shall have been obtained
          ---------                                                       
  from all Persons whose approval or consent is necessary or required to
  enable Borrowers to enter into this First Amendment, the Thoroughbred
  Acquisition Instruments and the agreements, documents and instruments
  delivered in connection herewith and therewith and to perform their
  obligations hereunder and thereunder;

      (f) Security Interests.  All filings of Uniform Commercial Code
          ------------------                                         
  financing statements and all other filings and actions necessary to perfect
  and maintain the Liens granted by Borrowers under the Loan Instruments, as
  amended, as first, valid and perfected Liens in the Property covered
  thereby shall have been filed or taken and FINOVA shall have received such
  UCC, state and federal tax Lien, pending suit, judgment and other Lien
  searches as it deems necessary to confirm the foregoing and to confirm that
  such Property is not subject to any other Liens except Permitted Liens.

      (g) Material Adverse Change.  No event shall have occurred since the
          -----------------------                                         
  date on which financial statements shall have been most recently delivered
  to FINOVA under the terms of the Existing Loan Agreement which has had or
  reasonably could be expected to have a Material Adverse Effect.

      (h) Performance; No Default.  Borrowers shall have performed and
          -----------------------                                     
  complied with all agreements, covenants and conditions contained in the
  Loan Instruments to be performed by or complied with by Borrowers prior to
  the date hereof, and no Event of Default or Incipient Default shall exist
  on the First Amendment Closing Date or be created by the disbursement of
  the proceeds of the Convertible Bridge Loan.

      (i) Proceedings and Documents.  All corporate and other proceedings in
          -------------------------                                         
  connection with the execution and delivery of this First Amendment by
  Borrowers shall be satisfactory to FINOVA, and FINOVA shall have received
  all such counterpart originals or certified or other copies of evidence of
  such as FINOVA may request.

      (j) Use of Assets.  FINOVA shall be satisfied that Borrowers at all
          -------------                                                  
  times shall be entitled to the use and quiet enjoyment of all Property
  necessary for the continued ownership and operation of Borrowers' business,
  including, without limitation, the use of

                                       21
<PAGE>
 
  equipment, fixtures, licenses, offices and means of ingress and egress
  thereto, and any easements or rights-of-way necessary to reach any
  equipment or other items necessary of the operation of Borrowers' business.

      (k) Insurance.  At least three (3) Business Days prior to the First
          ---------                                                      
  Amendment Closing Date Borrowers shall have delivered to FINOVA evidence
  reasonably satisfactory to FINOVA that all insurance coverage required by
  FINOVA is in full force and effect and all premiums then due thereon have
  been paid in full.

      (l) Payment of Fees and Expenses.  Borrowers shall have paid all fees
          ----------------------------                                     
  and expenses of FINOVA incurred in connection with this First Amendment,
  including, without limitation, attorneys' fees and expenses.

      (m) Litigation.  FINOVA shall have received from Borrowers a
          ----------                                              
  comprehensive disclosure of the nature, procedural status and projected
  outcome of each suit, action or other proceeding or investigation that is
  pending or threatened by or against any Borrower (after giving effect to
  the Thoroughbred Acquisition) or against any of their respective assets as
  of the First Amendment Closing Date, and such disclosure shall not set
  forth any suits, proceedings or investigations which, individually or in
  the aggregate, are likely to have a Material Adverse Effect.

      (n) Environmental Matters.  FINOVA shall have received such reports
          ---------------------                                          
  concerning the environmental condition of Borrowers' facilities (after
  giving effect to the Thoroughbred Acquisition), the delivery and
  sufficiency of which shall be in accordance with past courses of dealings
  among Borrowers and FINOVA.

      (o) Background and Reference Checks.  FINOVA shall not have determined
          -------------------------------                                   
  from any background checks which FINOVA shall have conducted that any
  individual serving as an executive officer of any of the Borrowers (after
  giving effect to the Thoroughbred Acquisition) shall have been convicted of
  a felony based upon the commission of fraud.

      (p) Financials.  FINOVA shall have received copies of the audited
          ----------                                                   
  financial statements covering the Property to be acquired by Thoroughbred
  Acquisition, Inc. pursuant to the Thoroughbred Acquisition Instruments for
  the fiscal years 1996 and 1997.

      (q) Year 2000 Audit and Review.  FINOVA shall have received (i) the
          --------------------------                                     
  results of a review and assessment conducted by Borrowers of all micro-chip
  computer-based applications and programs and software and other processing
  capabilities owned, licensed or used by any Borrower in its business (prior
  to the First Amendment Closing Date) and (ii) evidence of a plan to be
  implemented by Borrowers to address any (a) potential and actual
  inabilities of any such micro-chip and computer-based applications or

                                       22
<PAGE>
 
  programs, software or other processing capabilities to properly perform
  data-sensitive or other functions after, or in respect of dates occurring
  after, December 31, 1999, including, without limitation, the uninterrupted
  ability to interpret, store, transmit, receive and manipulate date on and
  in relation to dates in and after the year 2000 or (b) other so called
  potential or actual "Year 2000" non-compliances.

  4.   References.
       ---------- 

       (a) From and after the First Amendment Closing Date, all references in
  the Existing Loan Agreement and the other Loan Instruments to (i) the "Loan
  Agreement" or such Loan Instrument shall be deemed to refer to the Existing
  Loan Agreement or such Loan Instrument as amended hereby and (ii) a term
  defined in the Existing Loan Agreement shall be deemed to refer to such
  defined term as amended by this First Amendment.

        (b) All references in the Existing Loan Agreement and the other Loan
  Instruments, in each case as the same may be amended, modified, supplemented
  or restated from time to time, to "Polci" or "Polci Acquisition, Inc." shall
  be deemed to refer to "Professional On-Line Computer, Inc.", and all Loan
  Instruments hereby are amended to reflect the name change of Polci
  Acquisition, Inc. to Professional On-Line Computer, Inc.

  5.   Representations and Warranties.  Each Borrower hereby confirms to
       ------------------------------                                   
FINOVA that the representations and warranties set forth in Article V of the
Existing Loan Agreement, as amended by this First Amendment, are true and
correct in all respects as of the date hereof, and shall be deemed to be
remade as of the date hereof. Each Borrower represents and warrants to FINOVA
that (i) such Borrower has full power and authority to execute and deliver
this First Amendment and to perform such Borrower's obligations hereunder,
(ii) upon the execution and delivery hereof, this First Amendment shall be
valid, binding and enforceable upon such Borrower in accordance with its
terms, (iii) the execution and delivery of this First Amendment does not and
will not contravene, conflict with, violate or constitute a default under (A)
the articles or certificate or incorporation or bylaws of such Borrower, (B)
any of the KComp Notes, the Commercial Subordinated Note, the Polci Note, the
Thoroughbred Subordinated Note or any subordination agreement executed in
connection therewith or (C) any applicable law, rule, regulation, judgment,
decree or order or any agreement, indenture or instrument to which such
Borrower is a party or is bound or which is binding upon or applicable to all
or any portion of such Borrower's Property, (iv) no Incipient Default or Event
of Default exists or will be created by the disbursement of the proceeds of
the Convertible Bridge Loan, (v) such Borrower's Property is free and clear of
all Liens other than Permitted Liens, (vi) no Borrower has Indebtedness for
Borrowed Money except (A) Borrowers' Obligations, (B) Permitted Senior
Indebtedness and (C) Indebtedness for Borrowed Money evidenced by the KComp
Notes, the Commercial Subordinated Note, the Polci Note and the Thoroughbred
Subordinated Note and

                                       23
<PAGE>
 
(vii) as of the date hereof, after giving effect to the transactions
contemplated hereby, the Principal Balance of the (a) Term Loan is $8,433,271.11
and (b) Acquisition Loan is $19,997,113.43.

  6.   Costs and Expenses.  Each Borrower jointly and severally agrees to
       ------------------                                                
reimburse FINOVA for all fees and expenses incurred in the preparation,
negotiation and execution of this First Amendment and the consummation of the
transactions contemplated hereby, including, without limitation, the fees and
expenses of counsel for FINOVA.

  7.   No Further Amendments; Ratification of Liability.  Except as amended
       ------------------------------------------------                    
hereby, the Existing Loan Agreement and each of the other Loan Instruments shall
remain in full force and effect in accordance with their respective terms.  Each
Borrower hereby ratifies and confirms its liabilities, obligations and
agreements under the Existing Loan Agreement and the other Loan Instruments, all
as amended by this First Amendment, and the Liens created thereby, and
acknowledges that (i) it has no defenses, claims or set-offs to the enforcement
by FINOVA of such liabilities, obligations and agreements, (ii) FINOVA has fully
performed all obligations to Borrowers which it may have had or has on and as of
the date hereof and (iii) other than as specifically set forth herein, FINOVA
does not waive, diminish or limit any term, condition or covenant contained in
the Existing Loan Agreement or any of the other Loan Instruments.  FINOVA's
agreement to the terms of this First Amendment shall not be deemed to establish
or create a custom or course of dealing among FINOVA and Borrowers.

  8.   Counterparts.  This First Amendment may be executed in one or more
       ------------                                                      
counterparts, each of which shall be deemed an original, and all of which, when
taken together, shall constitute one and the same instrument.

  9.   Further Assurances.  Each Borrower covenants and agrees that it will
       ------------------                                                  
at any time and from time to time do, execute, acknowledge and deliver, or will
cause to be done, executed, acknowledged and delivered, all such further acts,
documents and instruments as reasonably may be required by FINOVA in order to
effectuate fully the intent of this First Amendment.

     10.  Severability.  If any term or provision of this First Amendment or the
          ------------                                                          
application thereof to any party or circumstance shall be held to be invalid,
illegal or unenforceable in any respect by a court of competent jurisdiction,
the validity, legality and enforceability of the remaining terms and provisions
of this First Amendment shall not in any way be affected or impaired thereby,
and the affected term or provision shall be modified to the minimum extent
permitted by law so as most fully to achieve the intention of this First
Amendment.

     11.  Captions.  The captions in this First Amendment are inserted for
          --------                                                        
convenience of reference only and in no way define, describe or limit the scope
or intent of this First Amendment or any of the provisions hereof.

                                       24
<PAGE>
 
     IN WITNESS WHEREOF, this First Amendment has been executed and delivered by
each of the parties hereto by a duly authorized officer of each such party on
the date first set forth above.

                         INFOCURE CORPORATION, a Delaware corporation,
                         THOROUGHBRED ACQUISITION, INC., a Georgia corporation,
                         MEDICAL SOFTWARE INTEGRATORS, INC., a Georgia
                         corporation, MD ACQUISITION, INC., a Connecticut
                         corporation, PACE FINANCIAL CORPORATION, an Ohio
                         corporation, ORTHODONTIC PRACTICE MANAGEMENT SYSTEM,
                         INC., a Georgia corporation, PROFESSIONAL ON-LINE
                         COMPUTER, INC., a Michigan corporation, ROVAK, INC., a
                         Minnesota corporation, CCI ACQUISITION, INC., a Florida
                         corporation, KCOMP MANAGEMENT SYSTEMS, INC., a
                         California corporation, SOFTEASY SOFTWARE, INC., a
                         Pennsylvania corporation, HEALTH CARE DIVISION, INC., a
                         Georgia corporation, MILLARD-WAYNE, INC., a Georgia
                         corporation, DR SOFTWARE, INC., a Georgia corporation,
                         and INTERNATIONAL COMPUTER SOLUTIONS, INC., a Georgia
                         corporation

                         By: /s/ RICHARD E. PERLMAN
                             ---------------------------------------------------
                             Richard E. Perlman
                             A duly authorized officer of each Borrower


                         FINOVA CAPITAL CORPORATION, a Delaware corporation

                         By: /s/ MICHAEL KELLER
                             ---------------------------------------------------
                             Vice President

                                       25