<PAGE>   1
                                                                    EXHIBIT 10.9


         Legend:

         Places in this exhibit where four (4) consecutive asterisks ("****")
appear indicate that a confidential portion of this document has been omitted in
such location. PracticeWorks has filed a request for confidential treatment with
respect to such information, and such information has been filed separately with
the Securities and Exchange Commission.


                            INVENTORY CONTROL SYSTEM
                        DEVELOPMENT & MARKETING AGREEMENT

         This Inventory Control System Development & Marketing Agreement
("Agreement") is made by and between Ormco Corporation, a Delaware corporation
with offices at 1717 West Collins Avenue, Orange, California 92867 ("ORMCO"),
and InfoCure Corporation, a Delaware corporation having its principal offices at
1765 The Exchange, Suite 450, Atlanta, Georgia 30339 ("InfoCure").

                                    RECITALS

         A.       The orthodontics division of InfoCure develops and licenses,
among other things, software for use by the orthodontic industry.

         B.       ORMCO is in the business of the developing, manufacturing,
marketing, distributing, and selling orthodontic supplies and other
industry-related goods.

         C.       The orthodontics division of InfoCure intends to develop and
to market to its customers an inventory control system that provides for on-line
computer entry for orthodontic supply orders.

         D.       ORMCO and InfoCure wish to enter into an agreement to support
the orthodontics division of InfoCure in its effort to create and to market the
system and to provide orthodontists with the ability to use the system to order
ORMCO products.

                                    AGREEMENT

         In consideration of the mutual promises and covenants and upon the
terms and conditions set forth in this Agreement, the parties agree as follows:

1.       DEFINITIONS.

         1.1.     For the purposes of this Agreement, the term "Orthodontic
                  Inventory Control Product" or "Orthodontic Inventory Control
                  Products" means those InfoCure inventory control system
                  products and services for the orthodontic industry to be
                  developed by InfoCure that will provide for on-line computer
                  entry for orthodontic supply orders, including any manuals or
                  documentation related thereto or improvements, upgrades, and
                  new releases thereof; and other related products or services
                  as the parties may from time to time agree in writing to
                  include within this definition.

         1.2.     For the purposes of this Agreement, the term "ORMCO Product"
                  or "ORMCO Products" means those ORMCO products and services
                  for the orthodontic industry, offered for sale by ORMCO from
                  time to time.

         1.3.     For purposes of this Agreement, the term "Total Net Sales"
                  shall be the total dollar amounts actually billed by ORMCO in
                  a particular calendar quarter for the

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                  sale of ORMCO Products ordered by an InfoCure customer using
                  the Orthodontic Inventory Control Products to place the order,
                  less any returns and allowances, freight and transportation
                  charges (including insurance), sales, excise, value added or
                  use taxes, other governmental charges, trade and cash
                  discounts, and rebates.

2.       EXCLUSIVE RIGHT OF PARTICIPATION.

         2.1.     During the term of this Agreement, InfoCure hereby grants to
                  ORMCO the right to be the exclusive supplier of orthodontic
                  products and services to those customers ordering orthodontic
                  products and services using the Orthodontic Inventory Control
                  Products.

         2.2.     InfoCure shall not provide any other company offering
                  orthodontic products and services to the orthodontic community
                  the opportunity to have its customers order its products using
                  all or any part of the Orthodontic Inventory Control Products.

         2.3.     If ORMCO, by written notice to InfoCure given not later than
                  February 28, 2001, shall advise InfoCure that ORMCO's
                  incremental costs incurred in the performance of this
                  Agreement have exceeded the incremental revenues received by
                  ORMCO as a result of this Agreement, then, as of the date of
                  the notice, (i) ORMCO's right of participation under section
                  2.1 of this Agreement shall become non-exclusive rather than
                  exclusive and the rights granted under Section 2.4 of this
                  Agreement shall become void, and (ii) the rebate to be paid by
                  ORMCO to InfoCure under section 5.1 of this Agreement shall be
                  reduced from **** to ****; provided that, if at any time a
                  rebate of less than **** is paid to InfoCure by others who
                  have entered into a non-exclusive arrangement with InfoCure
                  for participation similar to that of ORMCO under this
                  Agreement, then the rebate paid by ORMCO shall not exceed the
                  lowest rebate paid by those others.

         2.4.     If this Agreement should terminate prior to December 31, 2009,
                  for any reason other than ORMCO's material breach pursuant to
                  section 7.4 of this Agreement or notice given by ORMCO of its
                  intent not to renew the Agreement under section 7.3 of this
                  Agreement, then until December 31, 2009 InfoCure shall not
                  offer any right of participation similar to the one provided
                  to ORMCO under Section 2.1 of this Agreement, whether
                  exclusive or non-exclusive, to any company offering any type
                  of products to the orthodontic industry, unless ORMCO shall
                  have been offered in writing the opportunity to participate on
                  a non-exclusive basis and otherwise on the same terms and
                  conditions as such company is offered the right to participate
                  and shall have failed, within 30 days of such written notice,
                  to provide InfoCure with written notice of its intent to
                  participate upon the same material terms and conditions as the
                  most favorable terms and conditions offered by InfoCure to
                  such other company. ORMCO shall only be permitted to
                  participate if a written agreement upon the same material
                  terms and conditions as the most favorable terms and
                  conditions offered by InfoCure to any other company is entered
                  into by ORMCO and InfoCure within thirty (30) days of
                  InfoCure's receipt of notice from ORMCO.


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<PAGE>   3

         2.5.     If this Agreement should terminate prior to December 31, 2009,
                  for any reason other than InfoCure's material breach pursuant
                  to section 7.4 of this Agreement, then ORMCO shall not
                  cooperate with any other third-party supplier of software
                  designed to permit customers to order orthodontic products and
                  services electronically from ORMCO; provided, however, that
                  nothing in this Agreement shall prevent ORMCO to undertake,
                  with its own in-house resources or pursuant to contract, from
                  creating its own proprietary software designed to permit
                  customers to order orthodontic products and services
                  electronically from ORMCO as long as ORMCO does not offer such
                  orthodontic products and services to InfoCure's customers
                  under pricing, terms and conditions more favorable than those
                  offered by ORMCO through the Orthodontic Inventory Control
                  Product.

3.       RIGHTS, DUTIES, AND OBLIGATIONS OF THE PARTIES.

         3.1.     InfoCure shall assume full responsibility and liability, and
                  shall assume all costs and expense, with respect to the
                  development, manufacture, packaging, marketing, license,
                  warranty service, and maintenance of the Orthodontic Inventory
                  Control Products, as well as the assets and resources of
                  InfoCure utilized in such activities; except that, ORMCO shall
                  have the right to consult with InfoCure throughout the
                  development of Orthodontic Inventory Control Products and,
                  prior to the offering of Orthodontic Inventory Control
                  Products for sale.

         3.2.     At all times during which this Agreement is exclusive, no
                  version of the Orthodontic Inventory Control Products shall be
                  distributed by InfoCure unless ORMCO has approved the version
                  for distribution or either sixty (60) days with respect to the
                  first version of the Orthodontic Inventory Control Product or
                  thirty (30) days with respect to any version thereafter have
                  elapsed since ORMCO was provided a copy of the product to
                  inspect and it did not provide InfoCure with any written
                  notice of objection to the distribution of the product. ORMCO
                  shall have the right to conduct a beta test of the initial
                  version of the Orthodontic Inventory Control Product provided
                  to it for evaluation with a minimum number of ten (10)
                  InfoCure customers mutually agreed to by the parties for a
                  minimum period of thirty (30) days. ORMCO's approval shall not
                  be unreasonably withheld and objection may only be based on a
                  failure of InfoCure to comply with agreed upon parameters or
                  specifications for the Orthodontic Inventory Control Product
                  or unsatisfactory results from the beta tests. Any objection
                  by ORMCO must be made in writing. Upon receipt of a written
                  objection, InfoCure shall have thirty (30) days to cure any
                  deficiencies in the Orthodontic Inventory Control Product and
                  deliver such corrected Orthodontic Inventory Control Product
                  to ORMCO. Upon receipt thereof, ORMCO will have thirty (30)
                  days to retest the Orthodontic Inventory Control Products to
                  determine if the deficiencies have been corrected and shall
                  make any further objection in writing and within thirty (30)
                  days of the delivery of the revised Orthodontic Inventory
                  Control Products. Any failure to provide an objection within
                  the thirty (30) day period(s) identified above shall be deemed
                  an approval of the Orthodontic Inventory Control Products by
                  ORMCO.


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         3.3.     ORMCO shall assume full responsibility and liability, and
                  shall assume all cost and expense, with respect to the
                  development, manufacture, packaging, marketing, sale, warranty
                  service, and maintenance of ORMCO Products, as well as the
                  assets and resources of ORMCO utilized in such activities.
                  ORMCO further acknowledges and agrees that InfoCure's ability
                  to complete the development of the Orthodontic Inventory
                  Control Product is dependent on ORMCO's providing InfoCure
                  with access to ORMCO's software and equipment as well as
                  assistance, cooperation, and complete and accurate information
                  and data from its officers, agents, and employees, as
                  reasonably requested and needed by InfoCure's to complete its
                  development of the Orthodontic Inventory Control Products.
                  ORMCO agrees that, to the extent that InfoCure needs access to
                  any of ORMCO's software, ORMCO shall have all rights and
                  licenses necessary to provide InfoCure such access prior to
                  giving InfoCure such access.

         3.4.     Each party shall assume full responsibility and liability with
                  respect to any warranty that it may choose to offer with
                  respect to its products, including but not limited to any
                  accommodation offered any customer above and beyond the strict
                  requirements of a party's warranty obligations.

         3.5.     Each party shall indemnify and hold the other party harmless
                  from any actions, suits proceedings, damages, expenses and
                  fees (including any reasonable attorney fees) which the other
                  party incurs as a result of (i) any breach of warranty or
                  alleged breach of warranty of such party's product, (ii) any
                  failure by such party to comply with any applicable laws or
                  regulations, or (iii) any liability to third parties
                  (including reasonable attorney's fees) for any personal
                  injury, property damage or economic loss, or claim therefor,
                  including death or other loss, cost or expense, to the extent
                  caused or alleged to have been caused by the products of such
                  party (whether sounding in tort, contract, negligence, strict
                  liability, or any other legal theory), except to the extent
                  that such claim is determined to be due to the negligence or
                  intentional misconduct of, or a breach of its obligations
                  under this Agreement by, the other party, its customers, its
                  employees, or its agents. In the event of any such claim for
                  indemnity, the party seeking indemnity shall promptly notify
                  the indemnifying party in writing, and the indemnifying party
                  shall have the exclusive right to defend such action, through
                  legal counsel of its own choosing and at its own expense.

         3.6.     Each party shall maintain adequate general liability
                  insurance, including product liability insurance, covering the
                  liabilities assumed under this Agreement and shall provide the
                  other party with a certificate of insurance evidencing such
                  coverage upon request.

         3.7.     InfoCure shall make available to ORCMO certain sales and
                  marketing materials related to the Orthodontic Inventory
                  Control Product in such quantities, as it deems appropriate
                  under the circumstances. At all times during which this
                  Agreement is exclusive, marketing materials prepared by either
                  party regarding the Orthodontic Inventory Control Product
                  shall be provided to the other party for its review and
                  approval prior to distribution, whether or not such marketing
                  materials are to be distributed by or through such party.


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         3.8.     To the extent InfoCure is permitted to do so by law or
                  otherwise, InfoCure shall make available to ORMCO any reports
                  generated by all or any part of the Orthodontic Control
                  Inventory Products system or any statistical or other analysis
                  made or which could be made from the information contained or
                  generated by the Orthodontic Control Inventory Products but
                  only to the extent such information is directly related to the
                  sale of ORMCO Products to InfoCure customers through the
                  Orthodontic Inventory Control Products. ORMCO agrees that all
                  such information shall remain the exclusive property of
                  InfoCure and ORMCO shall only use such information for
                  internal purposes related to this Agreement and shall not use
                  or otherwise distribute such information for any other
                  purpose.

         3.9.     InfoCure shall make available to ORMCO such opportunity to
                  promote ORMCO Products, both as part of the sale of
                  Orthodontic Inventory Control Products and within the
                  operation of Orthodontic Inventory Control Products, as is
                  mutually agreed by the parties.

         3.10.    Each party shall consistently and enthusiastically promote to
                  its customers the products of the other party and shall avoid
                  any actions that are inconsistent with this duty.

4.       PRICING AND TERMS. InfoCure shall have the sole right to establish
         prices for Orthodontic Inventory Control Products and the terms
         governing the license of each Orthodontic Inventory Control Product.
         ORMCO shall have the sole right to establish prices for ORMCO Products
         and the terms governing the sale of each ORMCO Product.

5.       REBATE AND REBATE PAYMENTS.

         5.1.     In each calendar quarter during the Initial Term and each
                  Renewal Term (as defined in Section 7.3 below), ORMCO shall
                  pay InfoCure a rebate for each ORMCO Product invoiced by
                  ORMCO, in the calendar quarter, to an InfoCure customer
                  ordering the ORMCO Product through the use of Orthodontic
                  Inventory Control Products. The rebate shall be **** of Total
                  Net Sales, unless modified as provided in section 2.3 of this
                  Agreement. Unless otherwise agreed to by the parties in
                  writing or unless the Agreement becomes nonexclusive pursuant
                  to section 2.3 of this Agreement, a minimum of half of the
                  rebate paid by ORMCO to InfoCure on the sale of an ORMCO
                  Product shall by given by InfoCure to the InfoCure customer
                  ordering such ORMCO Product as incentive for utilizing
                  Orthodontic Inventory Control Products. No rebate shall accrue
                  or be due more than once for the sale of a given ORMCO
                  Product.

         5.2.     Within fifteen (15) days following the end of each calendar
                  quarter, ORMCO shall deliver to InfoCure a written report
                  stating the total number of ORMCO Products sold by ORMCO to
                  InfoCure customers ordering such ORMCO Products through the
                  use of Orthodontic Inventory Control Products during the
                  preceding calendar quarter.

         5.3.     The rebates payable to InfoCure for any given calendar quarter
                  during the Initial Term and any Renewal Term of this Agreement
                  shall be paid within thirty (30)


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                  days following the end of that calendar quarter and shall be
                  in the form of a check drawn on a United States bank in U.S.
                  dollars unless other agreed to by the parties.

         5.4.     Each written report shall be made when due whether or not any
                  rebate is due.

         5.5.     ORMCO shall keep full and true books of its accounts,
                  invoices, and other records in sufficient detail such that the
                  rebates payable to InfoCure hereunder can be properly
                  ascertained. The books, records and invoices for a given
                  calendar year shall be preserved for a period of three (3)
                  years following the end of such calendar year.

         5.6.     At the request and expense of InfoCure, ORMCO shall permit an
                  independent Certified Public Accountant (except one to whom
                  ORMCO has a reasonable objection) to inspect such books,
                  records, invoices and related journals, accounts, inventory
                  and records necessary or desirable to verify the accuracy of
                  the rebate reports. The inspections shall take place a maximum
                  of one (1) time per year, during reasonable business hours and
                  upon reasonable advance notice. The independent Certified
                  Public Accountant shall be obligated to execute a written
                  undertaking with respect to such confidentiality prior to the
                  commencement of inspection. If this examination reveals that
                  ORMCO has underreported and/or underpaid rebates hereunder,
                  ORMCO shall immediately pay InfoCure any unpaid rebates. If
                  the underpaid rebates exceed five percent (5%) of the rebates
                  actually paid, then ORMCO shall also pay InfoCure's reasonable
                  costs of conducting the examination.

6.       BILLINGS AND COLLECTIONS.

         6.1.     All billing and invoicing in connection with the license
                  and/or sale of Orthodontic Inventory Control Products shall be
                  the sole responsibility of InfoCure. All billing and invoicing
                  in connection with the sale of ORMCO Products shall be the
                  sole responsibility of ORMCO. Further, each party shall have
                  full and sole responsibility for its own collections and shall
                  exercise complete control over approval of all customer
                  credit, orders, and contracts.

         6.2.     ORMCO shall have no responsibility or liability for the
                  failure of any InfoCure customer to make payment to InfoCure,
                  and InfoCure shall have no responsibility or liability for the
                  failure of any ORMCO customer to make payment to ORMCO.

         6.3.     Each party shall be solely responsible for the collection and
                  payment of all applicable taxes on its products including,
                  without limitation, any and all sales taxes, use taxes and
                  value-added taxes.

7.       TERM AND TERMINATION.

         7.1.     The initial term of this Agreement shall be for sixty-six
                  months commencing on July 1, 1999, and ending on December 31,
                  2004 (the "Initial Term").


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         7.2.     In the event InfoCure, following the receipt by ORMCO of its
                  first written notice of objection as specified by section 3.2,
                  fails to cure, within the time period provided in section 3.2,
                  ORMCO's objections to the Orthodontic Inventory Control
                  Products developed by InfoCure, ORMCO shall have the right to
                  terminate this Agreement by providing written notice to
                  InfoCure within fifteen (15) business days of the expiration
                  of InfoCure time period for curing ORMCO's objection. The
                  termination shall be effective thirty (30) days after such
                  notice by ORMCO if InfoCure fails to cure the deficiencies
                  within such thirty (30) day period.

         7.3.     Following the end of the Initial Term, this Agreement shall,
                  until December 31, 2009, automatically renew on December 31st
                  of each year for an additional term of one (1) year (each a
                  "Renewal Term") without further action on the part of either
                  party on the expiration date of the Initial Term or any
                  Renewal Term, unless terminated earlier by ORMCO by giving
                  sixty (60) days written notice of termination prior to the end
                  of the then current term. All terms and conditions in the
                  Initial Term of this Agreement shall be effective in any
                  Renewal Term; except that InfoCure shall have the right, prior
                  to the commencement of any Renewal Term, to convert the
                  exclusive grant provided in Section 2.1 to a non-exclusive
                  grant for any or all of the Renewal Terms. For the conversion
                  to be effective, InfoCure must provide ORMCO written notice of
                  InfoCure's decision to convert to a non-exclusive arrangement.
                  The notice must be sent to ORMCO at least sixty (60) days
                  prior to the start of the Renewal Term in which InfoCure wants
                  the non-exclusive arrangement to commence.

         7.4.     Either party may terminate this Agreement on sixty (60) days
                  prior written notice to the other party if the party to whom
                  such notice is given is in material breach of this Agreement
                  and any such breach is not cured within such sixty (60) day
                  period. The party claiming the right to terminate under this
                  provision shall set forth in its notice of intent to terminate
                  the facts underlying its claim that the other party is in
                  material breach of this Agreement. With respect to defaults
                  not reasonably curable within the sixty (60) day notice
                  period, the party to whom notice is given shall not be
                  considered to be in default as a result of such failure, so
                  long as that party is diligently and expeditiously attempting
                  to cure such default and such default is curable within a
                  reasonable period of time following the expiration of such
                  sixty (60) day notice period.

         7.5.     In the event of any expiration or termination of this
                  Agreement, all rights and licenses provided hereunder shall
                  immediately terminate and each party shall return to the other
                  party, its property and Proprietary Information (and all
                  copies thereof); and such expiration or termination shall not
                  affect the obligations of either party to the other (i)
                  accruing prior to the date of termination, or (ii) which
                  expressly extend beyond the term of this Agreement. Further,
                  any such expiration or termination of the Agreement shall be
                  without prejudice to any right or remedy to which a party may
                  be entitled either at law, in equity or under this Agreement.
                  Upon the expiration or termination of this Agreement, the
                  provisions of this Agreement concerning the ongoing interests
                  of the parties shall continue and survive in full force and
                  effect, including without limitation Sections 2.4, 2.5, 3.3,
                  3.4, 3.5, 5.5, 5.6, 7.5, 7.6, 8, 10, 12, 13, and 14.


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         7.6.     Upon or as a result of termination of this Agreement, neither
                  party hereto shall be liable to the other party for any
                  consequential, punitive, special or indirect damages,
                  including but not limited to any damages based on any loss (or
                  anticipated loss) of income, business, sales, profits or
                  earnings, or based on expenditures, investments, costs,
                  actions taken or commitments made or entered into in reliance
                  of or in any way related to the performance of this Agreement
                  or resulting from the use of or inability to use the products
                  or the performance or non-performance of any services,
                  including the failure of essential purpose, even if such party
                  has been notified of the possibility or likelihood of such
                  damages occurring. In no event shall InfoCure's liability to
                  ORMCO exceed the rebates paid by ORMCO to InfoCure hereunder.
                  In no event shall ORMCO's liability to InfoCure exceed the
                  rebates owed by ORMCO to InfoCure hereunder.

8.       WARRANTIES. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY
         MAKES ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS
         TO THE OTHER PARTY WITH RESPECT TO THEIR PRODUCTS OR ANY SERVICES
         PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL
         OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE
         FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY,
         NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY
         EXCLUDED AND DISCLAIMED. ORMCO further acknowledges that certain risks
         are inherent in the transmission of information over the Internet and
         that InfoCure does not warrant that the transactions will be
         uninterrupted, error free or impenetrably secure. InfoCure shall have
         no liability for or relating to the security, interruption, integrity
         or accuracy of ORMCO transaction with the InfoCure customers hereunder.

9.       RELATIONSHIP OF THE PARTIES. In the performance of the work, duties and
         obligations under this Agreement, it is mutually understood and agreed
         that each party is acting and performing as an independent contractor.
         Nothing under this Agreement is intended or shall be construed to
         create between ORMCO and InfoCure an employer-employee relationship, a
         joint venture relationship, or a partnership, nor shall this Agreement
         be construed in any proceedings or for any purpose whatsoever so as to
         make one party liable to a third person for the debts, faults, or
         actions of any other party. Neither party shall withhold or in any way
         be responsible for the payment for the other party of any federal,
         state or local income taxes, F.I.C.A taxes, Medicare taxes,
         unemployment compensation, workers' compensation contributions or
         benefits, vacation pay, sick leave or any other employment benefits of
         any kind. In conformity with this intent, neither party shall not have
         or exercise any control or direction over the techniques, procedures,
         or methods used by the other party in performing under this Agreement.
         Similarly, neither party shall have the right, power, or authority to
         enter into any binding obligation on behalf of the other at any time or
         for any purpose.

10.      PROPRIETARY INFORMATION, SERVICE MARKS, AND INTELLECTUAL PROPERTY.

         10.1.    Each party acknowledges that the other party has a proprietary
                  interest in information developed, used, and maintained by
                  that other party in regard to the operation of its business
                  which it considers to be competitively valuable and


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                  sensitive and holds in confidence from others ("Proprietary
                  Information"). This Proprietary Information includes, but is
                  not limited to, software, policies, procedures, operating
                  manuals, business practices, forms, operating systems and
                  information. Each party agrees that any such Proprietary
                  Information is owned by that other party and that it will keep
                  and maintain in strict confidence and will not use any
                  Proprietary Information of the other party known to it.
                  Further, each party agrees to undertake all reasonable and
                  appropriate steps to ensure that the confidentiality and
                  secrecy of any Proprietary Information of the other party
                  known to them is maintained, and that the Proprietary
                  Information of the other party will not be used by others for
                  its benefit or to the detriment of the other party. The
                  obligations under this Section shall survive the termination
                  of this Agreement and shall apply for so long as a party
                  maintains any such information as confidential and
                  proprietary.

         10.2.    Each party acknowledges and agrees that all trade names,
                  trademarks, service marks, and logos of or associated with the
                  business of the other party are the sole property of that
                  party. The party may use and display any such trade names,
                  service marks, or logos of the party only in the manner as
                  authorized by the other party and only during the term of this
                  Agreement. Each party reserves the right to add to, change, or
                  discontinue the use of any trade name, trademark, service
                  mark, or logo on a selective or general basis at any time.

         10.3.    InfoCure acknowledges that any trademark containing the word
                  "ORMCO" shall be the property of ORMCO and shall cooperate
                  with all efforts of ORMCO necessary to protect ORMCO's rights
                  in the trademark. InfoCure shall not take any actions that are
                  inconsistent with the ownership of the trademark by ORMCO.
                  Nothing in this Agreement provides InfoCure with any right,
                  title, or interest in the trademark. InfoCure shall not
                  challenge the title of ORMCO to the trademark and shall take
                  no action to register the trademark with the United States
                  Patent and Trademark Office or any foreign trademark
                  registration office.

         10.4.    ORMCO acknowledges that any trademark containing the words
                  "INFOCURE", "ORTHOTRAC", and all other trademarks, service
                  marks, logos and the like used by the InfoCure ("InfoCure
                  Marks") shall be the property of InfoCure and shall cooperate
                  with all efforts of InfoCure necessary to protect InfoCure's
                  rights in the InfoCure Marks. ORMCO shall not take any actions
                  that are inconsistent with the ownership of the InfoCure Marks
                  by InfoCure. Nothing in this Agreement provides ORMCO with any
                  right, title, or interest in the trademark. ORMCO shall not
                  challenge the title of InfoCure to the InfoCure Marks and
                  shall take no action to register the InfoCure Marks with the
                  United States Patent and Trademark Office or any foreign
                  trademark registration office.

         10.5.    Each party acknowledges and agrees that all inventions,
                  patents, and copyrights arising out of or associated with this
                  Agreement are the sole property of that party that created
                  such inventions, patents, or copyrights. Each party may use
                  such inventions, patents, and copyrights of the other party
                  only in the manner and for the purpose authorized by the other
                  party and only during the term of this Agreement.
                  Notwithstanding the foregoing, ORMCO acknowledges and agrees
                  that all right, title and interest in the Orthodontic
                  Inventory Control Product


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<PAGE>   10

                  developed pursuant to this Agreement, including without
                  limitation all intellectual property rights included therein,
                  belong to InfoCure. ORMCO hereby assigns, and upon creation
                  thereof automatically assigns, to InfoCure the ownership of
                  all intellectual property rights in the Orthodontic Inventory
                  Control Product or any improvement, modification or
                  enhancement thereto.

11.      ASSIGNMENT. Except as specifically provided in this Agreement, neither
         this Agreement, nor any of the rights or duties under this Agreement,
         may be assigned or otherwise conveyed or delegated by either party.
         Subject to the limitations of this Section, this Agreement shall apply
         to and bind the parties and their respective heirs, executors,
         administrators, successors and assigns. Notwithstanding the foregoing,
         either party may assign this Agreement to any successor entity upon the
         reorganization, merger, consolidation, acquisition or other
         restructuring involving all or substantially all of the voting
         securities and/or assets of such party.

12.      DISPUTE RESOLUTION. All disputes shall be settled by arbitration under
         the Commercial Arbitration Rules of the American Arbitration
         Association. The arbitration hearing shall be held in California. The
         arbitration award shall be final and binding upon the parties, and
         enforceable by any court of competent jurisdiction.

13.      CONFIDENTIALITY. Except as required by law or judicial process or
         government agency (including without limitation the Securities and
         Exchange Commission), each party shall keep this Agreement and its
         terms in the strictest of confidence and its substance may be disclosed
         only to those of its employees, agents, and representatives having a
         need to know any of its contents in connection with their work; third
         parties as agreed to by the other party; or as otherwise required by
         law. Notwithstanding this or any other provision of this Agreement,
         however, nothing in this Agreement shall prohibit either party from
         disclosing the nature or amount of the rebate paid to InfoCure under
         section 3.3 of this Agreement where required by law, by a contractual
         obligation of a party, or where necessary to permit a party to avoid
         making misleading statements about the nature of the relationship of
         the parties under this Agreement.

14.      GENERAL PROVISIONS.

         14.1.    Each party shall, from time to time upon the request of the
                  other party, execute and deliver any instruments or documents,
                  or undertake any acts, reasonably necessary to implement or
                  carry out the intent of this Agreement.

         14.2.    All notices, requests, demands, instructions or other
                  communications to be given to any party under this Agreement
                  shall be in writing and shall be deemed to have been duly
                  given (i) on the date of service if personally served on the
                  party to whom notice is to be given; (ii) within twenty-four
                  (24) hours after mailing, if mailed to the party to whom
                  notice is given, by first class mail which is either
                  registered or certified, postage prepaid, return receipt
                  requested; (iii) within twenty-four (24) hours after being
                  deposited with a recognized private courier service (e.g.
                  Federal Express), if delivered by a private courier service to
                  the party to whom notice is to be given, all charges prepaid;
                  or (iv) when sent, if given by telex or telecopy. Any notice,
                  request, demand, instructions or other communication sent by
                  telex or telecopy must be confirmed within twenty-four


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                  (24) hours by letter mailed or delivered in accordance with
                  this Section. All notices shall be properly addressed to the
                  party receiving notice as follows:

                           IF TO INFOCURE TO:

                           INFOCURE CORPORATION
                           Orthodontics Division
                           3120 Crossing park
                           Norcross, Georgia  30071
                           Attention:  CEO, Orthodontics Division

                           IF TO ORMCO TO:

                           ORMCO CORPORATION
                           1717 West Collins Avenue
                           Orange, California 92867
                           Attention: President

         14.3.    The addresses for the purposes of this Section may be changed
                  by giving written notice of such change.

         14.4.    Failure to insist upon strict compliance with any of the
                  terms, covenants and conditions of this Agreement shall not be
                  deemed a waiver of any such term, covenant or condition. No
                  waiver of any of the provisions of this Agreement shall be
                  deemed, or shall constitute, a waiver of any other provision,
                  whether or not similar, nor shall any waiver constitute a
                  continuing waiver. No waiver shall be binding unless contained
                  in a writing specifically referring to this Agreement and
                  executed by the party making the waiver. In addition, the
                  exercise by a party of any remedy provided for in this
                  Agreement or at law or in equity shall not permit the exercise
                  by that party of any other remedy provided for in this
                  Agreement or at law or in equity.

         14.5.    The invalidity or unenforceability of any provision of this
                  Agreement shall in no way affect the validity or
                  enforceability of any other provision. This Agreement shall be
                  construed as if the invalid or unenforceable provision had
                  never been included, but only as long as the rights,
                  obligations and duties of a party are not materially altered
                  thereby.

         14.6.    This Agreement, together with all collateral agreements and
                  documents referred to in it, constitute the entire agreement
                  between the parties pertaining to the subject matter contained
                  in this Agreement and supersede all prior and contemporaneous
                  agreements, representations and understandings, whether oral
                  or written, of the parties and none shall be available to
                  interpret or construe this Agreement. No supplement,
                  modification or amendment of this Agreement, or collateral
                  agreements or documents, shall be binding unless contained in
                  a writing specifically referring to this Agreement, or the
                  collateral agreements or documents, and executed by all the
                  parties to this Agreement.

         14.7.    The parties agree that this Agreement and performance under
                  it, and all arbitrations that may ensue from its breach, be
                  construed in accordance with and


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<PAGE>   12

                  under the laws of the State of California, and that, in any
                  arbitration that may be brought arising out of, in connection
                  with, or by reason of this Agreement, the laws of the State of
                  California shall be applicable and shall govern to the
                  exclusion of the law of any other forum and any such action or
                  proceeding shall be brought in the State of California.

         14.8.    The effective date of this Agreement is the commencement date
                  of the Initial Term set forth in section 7.1 of this
                  Agreement.

         14.9.    Each party agrees to be bound by its own telecopied or
                  facsimiled signature, and that it accepts the telecopied or
                  facsimiled signature of the other party hereto.


                                    INFOCURE CORPORATION:




Executed on June 23, 1999           By: /s/ James Davis
                                            James Davis
                                    Its: CEO, Orthodontics Division


                                    ORMCO CORPORATION:



Executed on June 23, 1999           By: /s/ Daniel Evan
                                            Daniel Evan
                                    Its: President



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