AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1997

REGISTRATION NO. 333-24613
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
DBT ONLINE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

PENNSYLVANIA 6794 85-0439411
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NO.) IDENTIFICATION NO.)

------------------------

5550 WEST FLAMINGO ROAD, SUITE B-5
LAS VEGAS, NV 89103
(702) 257-1112
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

------------------------

FRANK BORMAN
CHAIRMAN OF THE BOARD
5550 WEST FLAMINGO ROAD, SUITE B-5
LAS VEGAS, NV 89103
(702) 257-1112
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

------------------------

Copies of all communications to:

JAMES W. MCKENZIE, JR. TIMOTHY M. LEONARD MORTON A. PIERCE
MORGAN, LEWIS & BOCKIUS LLP DATABASE TECHNOLOGIES, INC. DEWEY BALLANTINE
2000 ONE LOGAN SQUARE 100 E. SAMPLE ROAD, SUITE 200 1301 AVENUE OF THE AMERICAS
PHILADELPHIA, PA 19103-6993 POMPANO BEACH, FL 33064 NEW YORK, NY 10019-6092
(215) 963-5000 (954) 781-5221 (212) 259-8000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(a), MAY DETERMINE.

================================================================================
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES
AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE
IN WHICH SUCH OFFER SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED MAY 1, 1997

1,640,000 Shares

(DBT ONLINE LOGO)

Common Stock
($.10 par value)

------------------
Of the shares of Common Stock (the "Common Stock") of DBT Online, Inc. (the
"Company") offered hereby (the "Offering"), 1,000,000 shares are being sold by
the Company and 640,000 shares are being sold by the Selling Shareholders named
herein under "Principal and Selling Shareholders."

The Common Stock is traded on the Nasdaq National Market under the symbol
"DBTO." On April 29, 1997, the closing price of the Common Stock, as reported by
the Nasdaq National Market, was $36.50 per share. See "Price Range of Common
Stock."

FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH
AN INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS" BEGINNING ON PAGE 8.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Underwriting Proceeds to
Price to Discounts and Proceeds to Selling
Public Commissions Company(1) Shareholders
----------- ----------------- ----------- ------------

Per Share........................... $ $ $ $
Total (2)........................... $ $ $ $

(1) Before deduction of expenses payable by the Company estimated at $550,000.

(2) The Selling Shareholders have granted the Underwriters an option,
exercisable for 30 days from the date of this Prospectus, to purchase a
maximum of 246,000 additional shares of Common Stock to cover
over-allotments of shares. If the option is exercised in full, the total
Price to Public will be $ , Underwriting Discounts and Commissions
will be $ , and Proceeds to Selling Shareholders will be
$ .

The shares of Common Stock are offered by the Underwriters when, as and if
delivered to and accepted by the Underwriters and subject to their right to
reject orders in whole or in part. It is expected that the shares of Common
Stock will be ready for delivery on or about , 1997, against
payment in immediately available funds.

CREDIT SUISSE FIRST BOSTON INVEMED ASSOCIATES, INC.

Prospectus dated , 1997.
3

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK OFFERED
HEREBY, INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS, SYNDICATE SHORT
COVERING TRANSACTIONS, PENALTY BIDS AND PASSIVE MARKET MAKING. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "UNDERWRITING."

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements and Notes thereto
appearing elsewhere in this Prospectus. Unless otherwise indicated, all
information in this Prospectus assumes no exercise of the Underwriters'
over-allotment option. Unless the context otherwise requires, all references to
the "Company" (i) for periods prior to August 20, 1996 refer to Database
Technologies, Inc., a Florida corporation, and (ii) for periods subsequent to
August 20, 1996 refer to DBT Online, Inc., a Pennsylvania corporation, and its
subsidiaries. Prospective investors should consider carefully, among other
things, the information set forth under "Risk Factors." This Prospectus contains
forward-looking statements, within the meaning of Section 27A of the Securities
Act of 1933, that address, among other things, growth strategy, computer system
capabilities, availability of data, customer demand and use of proceeds. These
statements may be found under "Prospectus Summary," "Risk Factors," "Use of
Proceeds," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business" as well as in the Prospectus generally.
Actual events or results may differ materially from those discussed in
forward-looking statements as a result of various factors, including without
limitation those discussed in "Risk Factors" and matters set forth in the
Prospectus generally.

THE COMPANY

The Company is a holding company which operates its business through two
wholly-owned subsidiaries, Database Technologies, Inc. ("DBT") and Patlex
Corporation ("Patlex"). DBT is an on-line provider of integrated database
services. Patlex is engaged in the exploitation and enforcement of two laser
patents. The Company intends to continue to grow DBT's business utilizing the
net proceeds received by the Company from the Offering.

OVERVIEW OF DBT

DBT is an on-line provider of integrated database services and related
reports primarily to law enforcement and other governmental agencies, law firms,
insurance companies and licensed investigation companies. DBT develops
proprietary software which contains unique algorithms and utilizes advanced
microprocessor-based technology to locate, cross-reference and retrieve records
from multiple data sources. DBT limits access to its computer system to approved
customers who may access DBT's services via their desktop computers and generate
reports which are delivered in an organized, comprehensive and easy-to-read
format. To generate the reports, DBT's computers simultaneously access thousands
of data sources containing billions of public records as if they were part of a
single database. The Company believes that the large number of databases to
which DBT has access and the ability of its computer system to identify,
cross-reference and cross-check relevant data in a timely and cost-effective
manner differentiate DBT from its competitors.

DBT was established in February 1992 and has grown rapidly since its system
first went on-line in January 1993. For the year ended December 31, 1996, DBT's
revenues were $16,321,300, an increase of 102%, and system utilization was
approximately 11.5 million minutes, an increase of 98%, by comparison to the
previous year. For the three months ended March 31, 1997, DBT's revenues were
$6,081,500, an increase of 82%, and system utilization was approximately 4.4
million minutes, an increase of 91%, by comparison to the same period in 1996.
As of March 31, 1997, DBT had approximately 7,800 active customers, as compared
to 4,000 active customers as of March 31, 1996, an increase of 95%.

DBT'S COMPUTER SYSTEM DESIGN

DBT's computer system is based upon a linear architecture which uses a
proprietary operating system to link multiple microprocessors. DBT internally
designs and develops software which utilizes unique algorithms to perform
thousands of complex calculations in the compilation of its comprehensive
reports. In addition, DBT designs and constructs a significant portion of its
system hardware to meet its demanding technological

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specifications. The Company believes DBT's operating system is distinguished
from the systems of other on-line providers by virtue of the following
characteristics:

- - Microprocessor-based server design -- DBT has developed and uses a
microprocessor-based computer system which the Company believes is more
economical to construct, expand and upgrade than mainframe systems. In
addition, DBT's operating system is fault tolerant in real time which prevents
service interruptions during customer usage.

- - Cross-referencing capability -- DBT's computer system utilizes a multi-tiered
client server methodology to interface with multiple file types and processor
resources. The unique algorithms developed by DBT allow the system to link
dissimilar categories of data through intelligent indexing.

- - Data storage capacity and update capability -- The Company believes the design
of DBT's operating system provides the capability to process data files of any
size. DBT's system currently has approximately 9.0 terabytes (each terabyte is
equal to 1,024 gigabytes) of storage capacity, of which over 7.0 terabytes are
currently utilized. DBT refreshes current data as often as updated data
becomes available, including, in some instances, multiple times daily.

- - Retrieval speed -- The system's linear architecture and distributed processing
design allows DBT to distribute workload across the system infrastructure to
utilize idle microprocessors, thereby enabling the system to perform searches,
cross references and data validity checks rapidly.

- - Reporting capabilities -- DBT's computer system efficiently compiles and
presents retrieved information in a logical and easy-to-read format which
prioritizes relevant and possibly related information and eliminates
duplicative data.

DBT'S PRODUCTS, CUSTOMERS AND PRICING

DBT currently offers its customers three primary products, each of which
utilizes DBT's advanced search and cross-referencing capabilities.

AutoTrack Plus+, DBT's premier product, provides access to billions of
national, state and county public records. Depending upon the state in which the
subject of the search is located, the information available includes current and
past addresses, telephone numbers, possible associates and neighbors, as well as
professional licenses, driving histories, business profile reports, real estate,
vehicles and other assets. Users are able to undertake a detailed search of all
relevant data based upon a limited amount of information. For example, a search
can be based upon only a first name and a birth date, or solely upon an address.

AutoTrack Jr. is a more economical means of accessing DBT's databases for
users with less extensive search needs. This product, which is primarily used to
access Florida public records, has a reduced on-line rate for customers with
specific data needs and limits the number of different databases which are
cross-referenced.

DataCase, which was introduced in December 1996, is an on-line system
providing users access to New York Unified Court System ("NYUCS") information.
The information available includes New York Supreme Court civil docket
information for 13 counties and judgment, docket and lien information for the
New York City boroughs. The NYUCS selected DBT to develop DataCase after a
competitive bidding process.

DBT has established procedures designed to restrict access to its system
and certain products to qualified individuals. Potential customers are screened
by DBT prior to being given access to AutoTrack Plus+ or AutoTrack Jr. The
screening process generally consists of a review of professional licenses,
corporation and business status, credit reports, references and other relevant
information and credentials.

Customers access DBT's system by calling a toll-free number by modem from
their computers. In general, DBT charges a per minute connection fee which
currently ranges from $.50 per minute to $1.50 per minute depending on the
product being accessed and the customer category. DBT also offers customers the
opportunity to access certain reports for a fixed fee. DBT does not currently
charge an installation or minimum monthly fee. Based on the system's retrieval
speed and DBT's current price structure, the Company believes DBT is an
economical source of on-line data.

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DBT'S GROWTH STRATEGY

The Company's objective is to position DBT as a primary data retrieval
source for publicly-available information and as a value-added outsourcing
partner for specialized data search, compilation and reporting. DBT has
identified a number of opportunities to leverage its system capabilities and
data access which the Company believes, if successfully implemented, will result
in increased revenues. DBT proposes to pursue these objectives through the
following initiatives:

- - Expand customer base -- DBT has traditionally relied upon customer referrals,
limited advertising and presentations at trade shows to promote its products.
The Company believes that it can substantially expand DBT's customer base by
instituting a number of targeted sales and marketing initiatives, including
hiring professional marketing personnel and a direct sales force. In addition,
the Company believes that an increased focus on corporate customers and the
offering of information tailored to their needs will increase demand for DBT's
products.

- - Improve system accessibility and utilization -- DBT is currently developing,
and expects to introduce during 1997, an intranet HTML-based delivery method
as an alternative to its DOS-based delivery method. This new delivery method
will allow customers to utilize the on-screen "point and click" method to more
easily access information and to quickly and efficiently expand searches. The
Company believes this delivery method will increase both the number of
customers able to access DBT's services and system utilization by existing
customers. In addition, DBT plans to direct its sales and customer service
staff to educate customers about additional product applications.

- - Enhance the scope and timeliness of data -- The Company believes that
increasing the amount and type of data to which DBT provides access will
enhance the value of DBT's services. DBT continually adds to its significant
volume of national, state and county data. The Company intends to take
advantage of the flexibility of its computer system design by further
increasing the size and scope of its databases.

- - Pursue selected outsourcing and data warehousing opportunities -- The Company
believes that DBT is well positioned to leverage its systems and data search
and compilation competencies to selectively pursue outsourcing and data
warehousing contracts. For example, the Company is currently seeking
opportunities to provide certain governmental agencies with customized data
search, compilation and reporting services.

- - Target new products to customer needs -- The Company will continue to develop
products specifically designed for new or related customer needs. For example,
DBT recently completed development of AutoCase which will utilize information
available through DataCase to monitor NYUCS cases previously selected by the
customer and automatically deliver on-line relevant new information on these
cases when the customer logs onto DataCase.

OVERVIEW OF PATLEX

Patlex has been engaged in the exploitation and enforcement of laser
patents since 1979. Patlex's revenues are solely derived from its 64% interest
in the royalty income from, and a 42.86% ownership interest in, two patents, the
Gas Discharge Laser Patent and the Brewster Angle Window Patent, which relate to
basic technology used in certain types of commonly used lasers and certain uses
of laser technology (the "Laser Patents"). The Gas Discharge Laser Patent, which
currently accounts for substantially all of Patlex's revenues, expires in 2004
and the Brewster Angle Window Patent expires in 2005. Upon the expiration of the
Laser Patents, Patlex will no longer receive royalty income.

1996 REORGANIZATION

On August 20, 1996, the Company was reorganized into its current structure.
At that time, shareholders of Patlex and DBT approved transactions pursuant to
which the Company was incorporated as a holding company and Patlex and DBT
became wholly-owned subsidiaries of the Company (the "Reorganization"). The
Company is the successor registrant to Patlex.

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PRINCIPAL EXECUTIVE OFFICES

The Company's principal executive office is located at 5550 W. Flamingo
Road, Suite B-5, Las Vegas, Nevada 89103, and its telephone number is (702)
257-1112.

THE OFFERING

Common Stock offered by:
The Company................................ 1,000,000 shares
The Selling Shareholders................... 640,000 shares
----------
Total................................... 1,640,000 shares
==========
Common Stock to be outstanding after the
Offering................................... 8,750,818 shares(1)
Use of Proceeds.............................. For working capital and general corporate
purposes, including investment in property and
equipment. The Company will not receive any
proceeds from the sale of the Common Stock by
the Selling Shareholders. See "Use of
Proceeds."
Nasdaq National Market symbol................ DBTO

- ---------------

(1) Excludes 979,634 shares issuable upon the exercise of options outstanding as
of March 31, 1997, including options to acquire 75,000 shares which are
subject to shareholder approval. See "Management -- Executive Compensation"
and "-- Stock Option Plan."

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED
---------------------------------------------------- ------------
PRO FORMA MARCH 31,
1994(1) 1995(2) 1996(3) 1996(4) 1997
---------- ----------- ----------- ----------- ------------

STATEMENT OF OPERATIONS DATA:
Revenues and patent royalties
DBT revenues................... $2,751,100 $ 8,076,300 $16,321,300 $16,321,300 $6,081,500
Patlex patent royalties........ 2,382,000 7,696,000 1,517,500
---------- ---------- ----------- ----------- ----------
Total.................. 2,751,100 8,076,300 18,703,300 24,017,300 7,599,000
Gross profit
DBT............................ 1,894,900 4,704,000 7,947,000 7,947,000 3,234,600
Patlex......................... 1,760,000 5,748,500 1,093,700
---------- ---------- ----------- ----------- ----------
Total.................. 1,894,900 4,704,000 9,707,000 13,695,500 4,328,300
Income (loss) from operations
DBT............................ 445,200 (906,900) 194,700 331,000 665,500
Patlex......................... 1,341,000 4,092,500 839,200
Corporate...................... (626,200) (626,200) (99,400)
---------- ---------- ----------- ----------- ----------
Total.................. 445,200 (906,900) 909,500 3,797,300 1,405,300

Income (loss) before income
taxes.......................... 429,800 (983,000) 750,400 4,036,600 1,436,600

Net income (loss)................ 429,800 (1,191,700) 519,400 2,688,200 890,700

Net income (loss) per common
share.......................... $ 0.11 $ (0.27) $ 0.08 $ 0.34 $ 0.11

Weighted average shares
outstanding.................... 3,937,600 4,417,800 6,177,300 8,012,000 8,053,000

OPERATING AND FINANCIAL DATA:
DBT EBITDA(5).................... $ 690,000 $ 35,000 $ 2,582,900 $ 2,582,900 $1,365,100
DBT on-line minutes(6)........... 1,895,700 5,846,400 11,473,200 11,473,200 4,365,400
DBT active customers(7).......... 1,000 3,100 6,600 6,600 7,800
DBT employees(8)................. 31 78 117 117 122
DBT capital expenditures......... $ 961,200 $ 3,115,600 $ 5,277,400 $ 5,277,400 $1,004,100
Patlex EBITDA(5)................. $ 1,969,300 $ 6,045,900 $1,267,100

MARCH 31, 1997
------------------------------
ACTUAL AS ADJUSTED(9)
----------- --------------

BALANCE SHEET DATA:
Cash and cash equivalents........................................ $ 4,614,500 $ 38,009,500
Total assets..................................................... 28,489,000 61,884,000
Total debt....................................................... -- --
Stockholders' equity............................................. 19,121,200 52,516,200

- ---------------
(1) There was no income tax provision in 1994 due to the Company's S Corporation
status.

(2) The Company's results for 1995 were adversely impacted by a loss of
$1,660,100 relating to the Company's acquisition and disposition of
International Research Bureau, Inc. ("IRB") in 1995. On July 1, 1995, the
Company terminated its S Corporation election and established a deferred tax
liability of $155,200. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

(3) The 1996 Statement of Operations Data includes the results of Patlex from
August 20, 1996 through December 31, 1996.

(4) The pro forma Statement of Operations Data includes the operations of Patlex
as if the Reorganization had occurred on January 1, 1996.

(5) EBITDA represents earnings before interest and financial charges, income
taxes, depreciation and amortization. The Company has included information
concerning EBITDA (which is not a measure of financial performance under
generally accepted accounting principles) because it understands that it is
used by certain investors as one measure of an issuer's financial
performance. EBITDA should not be construed as an alternative to operating
income (as determined in accordance with generally accepted accounting
principles) as an indicator of the Company's performance or cash flows from
operating activities (as determined in accordance with generally accepted
accounting principles) or as a measure of liquidity.

(6) DBT on-line minutes means the approximate number of minutes that customers
utilized DBT's system for the period presented.

(7) DBT active customers means the approximate number of customers who utilized
DBT's system in the last month in the period presented.

(8) DBT employees means the number of full-time employees at period end.

(9) As adjusted to reflect the sale by the Company of 1,000,000 shares of Common
Stock offered hereby.

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RISK FACTORS

The following risk factors, as well as the other information contained in
this Prospectus, should be considered carefully before purchasing the Common
Stock offered hereby. This Prospectus contains forward-looking statements that
involve risks and uncertainties. See "Prospectus Summary." Actual events or
results may differ materially from those discussed in forward-looking statements
as a result of various factors, including, but not limited to, those discussed
below.

LIMITED OPERATING HISTORY; MANAGEMENT OF GROWTH

DBT was established in February 1992. Accordingly, DBT has only a limited
operating history upon which an evaluation of the Company's prospects can be
made. Such prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in an early stage of
development, particularly companies in evolving markets. To address these risks,
the Company must, among other things, respond to competitive developments,
continue to attract, retain and motivate qualified persons, expand its
management and employee bases, continue to upgrade its computer system and
successfully market its products and services. There can be no assurance that
the Company will be able to sustain profitability or a positive cash flow from
its operations. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

DBT has experienced rapid growth over the last three years. DBT's growth is
expected to continue to place a significant strain on the Company's managerial,
operational and financial resources. To manage this growth, the Company must
continue to implement and improve its operational and financial systems and to
attract, train and manage a growing number of employees. Although the Company
believes that it has made adequate allowances for the costs and risks associated
with this expansion, there can be no assurance that DBT's systems, procedures
and controls will be adequate to support DBT's current or future operations. The
Company's future operating results will also depend on its ability to expand its
sales and marketing organization, penetrate different and broader markets and
expand its support organization commensurate with the increasing base of its
product offerings. The failure by the Company to manage its growth effectively
could have a material adverse effect on the financial condition or results of
operations of the Company.

In addition, demand on DBT's network infrastructure, technical staff and
resources has increased with the amount of data contained in DBT's databases and
its expanding customer base. There can be no assurance that DBT's data storage
capacity and cross-referencing capability will continue to be adequate to
facilitate DBT's growth. Likewise, there can be no assurance that DBT will be
able to establish customer accounts or provide customer or technical support on
a timely basis, or that any delays will not result in a loss of customers. Any
failure on the part of DBT to retain or expand its data storage capacity, to
adjust its software to support larger volumes of data or to provide adequate
customer and technical support services could have a material adverse effect on
the financial condition or results of operations of the Company.

DEPENDENCE ON AND ABILITY TO PROTECT PROPRIETARY TECHNOLOGY

The Company believes that its success is dependent in part on its
technology, including its proprietary operating system and software. In addition
to relying on trade secrecy laws, it is the Company's policy to require all
employees to execute confidentiality and non-compete agreements upon the
commencement of their relationships with the Company. There can be no assurance
that such measures are or will be adequate to protect the Company's proprietary
technology. In addition, the Company's President, Chief Executive Officer and
principal shareholder, who led the development of DBT's software and hardware
platforms, is not currently subject to such an agreement. Further, there can be
no assurance that the Company's competitors or potential competitors will not
independently develop technologies that are substantially equivalent or superior
to the Company's technology. See "Business -- DBT -- Computer System Design."

EFFECTS OF TECHNOLOGICAL CHANGES

The market for on-line database services is characterized by changing
technology and evolving industry standards. The Company's future success will
depend upon its ability to continue to enhance DBT's system and products, to add
databases and to introduce new services and products that anticipate and address
technological

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and market developments. While DBT has been successful in this regard in the
past, there can be no assurance that the Company will be successful in such
efforts in the future. For example, to improve system accessibility and
utilization, DBT is currently developing, and expects to introduce during 1997,
an intranet HTML-based delivery method as an alternative to its DOS-based
delivery method. There can be no assurance that this new delivery method will be
successfully developed in 1997, if at all. Further, even if the HTML-based
delivery system is successfully developed, there can be no assurance that it
will be generally available to customers in 1997, or that it can be completed
without substantial cost to the Company. Any failure on the part of the Company
to develop and introduce new products and product enhancements in a timely
manner in response to changing market conditions or customer requirements could
have a material adverse effect on the financial condition or results of
operations of the Company.

IMPACT OF GOVERNMENT REGULATION OF ACCESS TO RECORDS; CLAIMS ARISING FROM USE OF
INFORMATION

At the present time, a significant amount of data is provided to DBT in
accordance with public record laws, which vary from state to state. There can be
no assurance that the availability of such data will not become subject to
greater regulation in the future, including federal or state legislation
designed to protect the public from the misutilization of personal information
in the marketplace. For example, the federal Driver's Privacy Protection Act of
1994, 18 U.S.C. sec. 2721 (the "DPPA"), effective on September 13, 1997, limits
the release and use of certain personal information from state motor vehicle
records. Although the Company believes that the provisions of the DPPA do not
significantly restrict the operations of DBT, there can be no assurance that
individual states would not extend the coverage of the legislation in a way that
would adversely affect the operations of on-line providers such as DBT. Further,
there can be no assurance that existing privacy legislation will not be
expanded, or that new privacy legislation will not be enacted, in a manner that
limits the activities of DBT. Because DBT's ability to attract and retain
customers is closely related to its ability to obtain and provide information to
its customers, any increased government regulation at the state or federal level
affecting DBT's ability to acquire information could have a material adverse
effect on the financial condition or results of operations of the Company. See
"Business -- DBT -- Regulation."

In addition, the potential imposition of liability upon the Company for
information disseminated to customers could require the Company to implement
measures to reduce its exposure to such liability, including the expenditure of
resources, the discontinuation of certain product offerings, or the restriction
of access to certain customers. For example, the improper use of information
obtained from DBT's databases or the supplying of incorrect information by DBT
could result in potential liability for the Company. It is the Company's policy
that customers sign a subscription agreement with DBT which includes a
disclaimer of any warranties on the data and which provides for the
indemnification of DBT for liabilities resulting from the customer's use of the
data. However, there can be no assurance that such indemnification will provide
any protection to the Company or DBT in the event of a lawsuit. Costs associated
with this type of liability could have a material adverse effect on the
financial condition or results of operations of the Company.

INABILITY TO ACQUIRE DATA; POTENTIAL INCREASES IN THE COST OF DATA

DBT's products provide customers access to information acquired from
governmental and commercial sources, primarily on a non-exclusive basis. There
can be no assurance that DBT will continue to be able to acquire such
information or that acquisition costs will not increase in the future. DBT does
not have long-term fixed-price agreements with many of its data providers. The
inability of DBT to acquire data could decrease the amount of information which
DBT can offer its customers, thereby reducing the system utilization, which
could have a material adverse effect on the financial condition or results of
operations of the Company. In addition, significant increases in costs may have
a material adverse effect on the financial condition or results of operations of
the Company. See "Business -- DBT -- Data Sources."

DEPENDENCE ON KEY PERSONNEL

The Company's success is substantially dependent upon its key personnel
and, in particular, Hank Asher, its President, Chief Executive Officer and
principal shareholder, who led the development of DBT's software and hardware
platforms. DBT does not have "key person" life insurance policies on any of its
employees. The loss of

9
11

the services of any of its executive officers or other key employees could have
a material adverse effect on the financial condition or results of operations of
the Company. In addition, DBT's success will depend, in part, on its ability to
attract and retain qualified personnel in the future. Failure to attract and
retain such persons could have a material adverse effect on the financial
condition or results of operations of the Company. See "Management."

COMPETITION

The on-line database services market is highly competitive and the Company
expects competition in this market to intensify in the future. Given that the
information contained in DBT's databases is generally derived from
publicly-available records, DBT's competitors, by law, also have access to such
information. Many of DBT's current and potential competitors have longer
operating histories, larger installed customer bases and significantly greater
financial, technical, marketing and other resources than DBT. The Company
competes (or in the future is expected to compete) directly or indirectly with
Reed Elsevier PLC (Lexis/Nexis), Equifax Inc. (CDB Infotek) and The Thomson
Corporation (WESTLAW/Information America), as well as other database providers.
Such competition could have a material adverse effect on the financial condition
or results of operations of the Company. See "Business -- Competition."

POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS

The Company's quarterly operating results may fluctuate in the future
depending upon such factors as the level of operating costs, timing and market
acceptance of new products and enhanced versions of existing products, the rates
of new customer acquisition and customer retention, and changes in pricing
policies by DBT and its competitors. The Company has also experienced decreased
on-line usage of the system during holidays. In addition, a significant portion
of DBT's expenses are fixed; therefore, the Company's operating margins are
particularly sensitive to fluctuation in revenues. The Company also believes
that to the extent it is able to develop outsourcing or data warehousing
opportunities, payments may result in fluctuation in quarterly earnings
comparisons. Due to these factors, the Company's operating results may fall
below expectations in some future quarter. In such event, the market price of
the Company's Common Stock could be materially and adversely affected.

LACK OF LONG-TERM CUSTOMER CONTRACTS

DBT does not typically require its customers to enter into minimum usage
commitments or fixed-term subscriber agreements. No single customer of DBT
accounted for more than 3% of DBT's revenues for the year ended December 31,
1996. However, to the extent that a significant number of customers cancel
service at any one time, such cancellations could have a material adverse effect
on the financial condition or results of operations of the Company.

DEPENDENCE ON A SINGLE PRODUCT

In 1996, substantially all of DBT's revenues were generated from customers
accessing AutoTrack Plus+. Any substantial decrease in demand for this product
could have a material adverse effect on the financial condition or results of
operations of the Company. See "Business -- DBT -- Products."

NATURAL DISASTER; SERVICE INTERRUPTIONS; SECURITY RISKS

The Company's principal computer operations facility is located in Pompano
Beach, Florida. In the event a natural disaster, fire, power failure,
telecommunication or technical failure or other emergency disrupts the Company's
computer operations or communication with its customers, the Company's ability
to provide services to its customers may be jeopardized. Should access be
unavailable for an extended time, customers may seek other sources of
information and there can be no assurance that DBT would be able to continue its
relationships with such customers in the future. In addition, computer break-ins
or other disruptions could jeopardize the security of information stored in and
transmitted through DBT's computer systems. The Company currently maintains
business interruption insurance; however, the potential short-term and long-term
loss of revenues

10
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resulting from any accident, incident or system failure could have a material
adverse effect on the financial condition or results of operations of the
Company.

POSSIBLE VOLATILITY OF STOCK PRICE; LOW TRADING VOLUME

The market price of the Company's Common Stock has been volatile and the
Company expects that the price of its Common Stock may be subject to significant
fluctuations in response to general economic and market conditions, quarterly
variations in financial results and customer growth and usage, new pricing
strategies, the announcement of technological innovations, changes in data
providers, or strategic partnerships or new product offerings by the Company or
its competitors. These fluctuations may have a material adverse effect on the
market price of the Common Stock. Although the Common Stock is listed on the
Nasdaq National Market, there has been low trading volume and there can be no
assurance that an active trading market will develop. See "Price Range of Common
Stock."

PATLEX LASER PATENTS: UNCERTAINTIES OF ENFORCEABILITY, COMPETING TECHNOLOGIES
AND LIMITED DURATION

The Laser Patents, which had a book value of approximately $13,220,500 at
December 31, 1996 are Patlex's most significant assets. The royalties received
from licensees of the Laser Patents represented 32% of the Company's revenues on
a pro forma basis for the year ended December 31, 1996. The book value of the
Laser Patents represented approximately 65% of the book value of all of Patlex's
assets as of December 31, 1996. Patlex's ability to exploit the Laser Patents
through its licensing program has been directly tied to its successes in
litigating the validity of the Laser Patents in the courts and before the United
States Patent and Trademark Office. There can be no assurance that Patlex would
prevail in subsequent proceedings challenging such validity and enforceability,
or that such challenges, if made, would not involve substantial litigation
expenses.

As Patlex's revenues are solely derived from the royalties it receives
under its license agreements, any advance in technology which would render the
Gas Discharge Laser Patent obsolete could adversely affect Patlex's future
revenues and could have a material adverse effect on the financial condition or
results of operations of the Company. Although the Company does not believe that
there exist any recent advances in laser technology that may materially
adversely affect Patlex's future patent royalty revenues, there has been a
gradual increase in diode laser technology that has inhibited growth of Patlex's
laser technology in low power laser applications.

The Gas Discharge Laser Patent, which contributes substantially all of
Patlex's revenues, expires in November 2004 and the Brewster Angle Window Patent
expires in May 2005. The Company has no present intention to diversify or expand
Patlex's business activity, and, accordingly, upon the expiration of the
Brewster Angle Window Patent, Patlex would have no net Laser Patent royalties
and, consequently, would be compelled to wind up its business affairs. See
"Business -- Patlex."

CONTROL BY INSIDERS

Hank Asher, the President, Chief Executive Officer and principal
shareholder of the Company, will beneficially own approximately 27.5% of the
Common Stock outstanding after the Offering (or 25.9% if the Underwriters'
over-allotment option is exercised in full). In addition, the Company's
directors and senior management will beneficially own approximately 52.2% of the
Common Stock outstanding after the Offering (or 49.6% if the Underwriters'
over-allotment option is exercised in full). As a result, Mr. Asher,
individually, and the Company's directors and senior management, collectively,
will continue to have significant influence over the policies and affairs of the
Company and the outcome of corporate actions requiring stockholder approval,
including the election of directors, the adoption of amendments to the Company's
Articles of Incorporation and Bylaws and the approval of mergers and sales of
the Company's assets. This significant influence could diminish the relative
voting power of the other shareholders and, accordingly, reduce their individual
and collective ability to influence the affairs of the Company. See "Certain
Transactions and Relationships," "Principal and Selling Shareholders" and
"Description of Capital Stock."

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SHARES ELIGIBLE FOR FUTURE SALE

Future sales of a substantial amount of shares by existing shareholders
could adversely affect the market price of the Common Stock. Immediately after
the Offering, the 1,640,000 shares of Common Stock offered hereby will be
available for sale in the public market without restriction. Of the total
outstanding shares of Common Stock upon completion of the Offering, 4,724,452
shares (4,484,006 shares if the over-allotment option is exercised in full) will
be held by "affiliates," as that term is defined in the Securities Act of 1933,
as amended (the "Securities Act"), and are therefore subject to the volume and
manner of sale limitations of Rule 144 of the Securities Act. No prediction can
be made as to the effect, if any, that future sales of any of these shares of
Common Stock, or the availability of these shares for future sale, will have on
the market price of the Common Stock prevailing from time to time. Sales of a
substantial number of these shares of Common Stock in the public market
following the Offering, or the perception that such sales could occur, could
adversely affect market prices for the Common Stock. See "Shares Eligible for
Future Sale."

DIVIDEND POLICY

The Company has not declared or paid any cash dividends on the Common Stock
since the Reorganization. The Company currently intends to retain its earnings
for future growth, including growth through potential strategic acquisitions or
alliances and, therefore, does not anticipate paying any cash dividends in the
foreseeable future. The payment of any future dividends will be determined by
the Company's board of directors in light of conditions then existing, including
the Company's earnings, financial condition and capital requirements, business
conditions, corporate law requirements and other factors. See "Dividend Policy."

HOLDING COMPANY STRUCTURE

The Company is a holding company and has no significant operations other
than those incidental to its ownership of the capital stock of its subsidiaries.
As a holding company, the Company's results of operations depend on the results
of operations of its subsidiaries. Moreover, the Company is dependent on
dividends or other intercompany transfers of funds from its subsidiaries to meet
its debt service and other obligations and, to the extent that the Company
intends to declare cash dividends on the Common Stock in the future, to fund the
payment of cash dividends. In addition, claims of creditors of the Company's
subsidiaries, including trade creditors, will generally have priority as to the
assets of such subsidiaries over the claims of the Company.

CERTAIN ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws may have the effect, either alone
or in combination with each other, of making more difficult or discouraging a
tender offer or takeover attempt that is opposed by the Company's board of
directors. These provisions include (i) a provision requiring that the Company's
board of directors be divided into three classes, each serving a staggered
three-year term; (ii) certain restrictions on the persons eligible to call a
special meeting of shareholders; (iii) certain limitations on the size of the
Company's board of directors; and (iv) the ability of the Company's board of
directors to authorize the issuance of preferred stock in series. See
"Description of Capital Stock."

Certain provisions of Pennsylvania law could have the effect of deterring
takeovers. The Company in its Bylaws has opted out of subchapters E, F, G, H, I
and J of the Pennsylvania Business Corporation Law of 1988, as amended.
Generally, these subchapters provide special protections against acquisitions of
publicly-held corporations subject to the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

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USE OF PROCEEDS

The net proceeds to the Company from the Offering are estimated to be
approximately $33,395,000, after deduction of the estimated underwriting
discounts and commissions and estimated expenses of the Offering payable by the
Company (assuming a public offering price of $36.50 per share). The Company will
not receive any proceeds from the sale of shares of Common Stock by the Selling
Shareholders.

The Company intends to use the net proceeds of the Offering for working
capital and general corporate purposes, including investment in property and
equipment.

DIVIDEND POLICY

The Company has not declared or paid any cash dividends on the Common Stock
since the Reorganization. The Company does not anticipate paying any cash
dividends in the foreseeable future. The Company currently intends to retain
future earnings to finance operations and the expansion of DBT's business. Any
future determination to pay cash dividends will be at the discretion of the
Company's board of directors and will be dependent upon the Company's financial
condition, operating results, capital requirements and such other factors as the
Company's board of directors deems relevant.

PRICE RANGE OF COMMON STOCK

Prior to September 28, 1995, there was no trading market for the Patlex
common stock. From September 28, 1995 and until March 17, 1996, the Patlex
common stock was listed on the Nasdaq Small-Cap Market under the symbol "PTLX."
From March 18, 1996 until August 19, 1996, the Patlex common stock was listed on
the Nasdaq National Market under the symbol "PTLX." The Company's Common Stock
began trading on the Nasdaq National Market on August 20, 1996 under the symbol
"DBTO."

The following table sets forth the high and low sales prices for the
Company's Common Stock and/or Patlex's common stock, for the period indicated,
as reported on The Nasdaq Stock Market.

HIGH LOW
------ ------

1995
Third Quarter (beginning September 28, 1995)............... $ 4.25 $ 4.00
Fourth Quarter............................................. 18.00 4.00
1996
First Quarter.............................................. $47.50 $13.25
Second Quarter............................................. 55.50 30.25
Third Quarter.............................................. 48.00 35.75
Fourth Quarter............................................. 42.50 22.50
1997
First Quarter.............................................. $45.75 $29.75
Second Quarter (through April 29, 1997).................... 44.75 35.56

On December 7, 1995, the last full trading day prior to the announcement of
the execution of a letter of intent with respect to a merger between Patlex and
DBT, the closing price of Patlex Common Stock as reported on the Nasdaq
Small-Cap Market was $5.25 per share. On August 19, 1996, the last full trading
day prior to the consummation of the Reorganization, the last reported sale
price of Patlex Common Stock as reported on the Nasdaq National Market was
$39.00. The last reported sale price of the Company's Common Stock on April 29,
1997, as reported on the Nasdaq National Market was $36.50.

The number of record holders of the Company's Common Stock as of April 29,
1997 was 506. The Company believes that a larger number of beneficial owners
hold such shares of Common Stock in depository or nominee form.

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CAPITALIZATION

The following table sets forth as of March 31, 1997: (i) the actual
capitalization of the Company and (ii) the capitalization of the Company as
adjusted to reflect the issuance and sale of 1,000,000 shares of Common Stock
offered by the Company in the Offering (at an assumed public offering price of
$36.50 per share). This table should be read in conjunction with "Selected
Consolidated Financial and Other Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Company's Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Prospectus.

MARCH 31, 1997
-------------------------
ACTUAL AS ADJUSTED
----------- -----------

Cash and cash equivalents........................................... $ 4,614,500 $38,009,500
=========== ===========
Total debt.......................................................... -- --
----------- -----------
Stockholders' equity:
Preferred stock, $.10 par value, 5,000,000 shares authorized; no
shares issued or outstanding................................... -- --
Common stock, $.10 par value, 40,000,000 shares authorized;
7,750,818 shares issued and outstanding, actual; 8,750,818
shares issued and outstanding, as adjusted..................... 775,100 875,100
Additional paid-in capital........................................ 18,210,000 51,505,000
Retained earnings................................................. 136,100 136,100
----------- -----------
Total stockholders' equity................................ 19,121,200 52,516,200
----------- -----------
Total capitalization...................................... $19,121,200 $52,516,200
=========== ===========

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated financial and other data should be read
in conjunction with the Company's Consolidated Financial Statements and Notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this Prospectus. The consolidated
financial data presented below as of December 31, 1992 and for the period from
February 18, 1992 (date of inception) to December 31, 1992 and as of and for the
fiscal years ended December 31, 1993, 1994, 1995 and 1996 have been derived from
the audited consolidated financial statements of the Company, certain of which
are included elsewhere in this Prospectus. The consolidated financial data for
the three months ended March 31, 1996 and 1997 and as of March 31, 1997 are
derived from the unaudited consolidated financial statements of the Company
included elsewhere in this Prospectus and reflect all adjustments (which consist
of only normal recurring adjustments) necessary for a fair presentation of
interim periods. Operating results for the three months ended March 31, 1997 are
not necessarily indicative of results for the full fiscal year.

THREE MONTHS ENDED MARCH
YEAR ENDED DECEMBER 31, 31,
---------------------------------------------------------------- -------------------------
1992(1) 1993 1994 1995(2) 1996(3) 1996 1997
---------- ---------- ---------- ----------- ----------- ----------- -----------

STATEMENT OF OPERATIONS DATA:
Revenues......................... $ 1,800 $ 477,400 $2,751,100 $ 8,076,300 $16,321,300 $3,349,800 $6,081,500
Patent royalties................. 2,382,000 1,517,500
---------- ---------- ---------- ----------- ----------- ---------- ----------
Total revenues and
royalties.............. 1,800 477,400 2,751,100 8,076,300 18,703,300 3,349,800 7,599,000
---------- ---------- ---------- ----------- ----------- ---------- ----------
Cost of revenues................. 27,300 180,000 856,200 3,372,300 8,996,300 1,552,500 3,270,700
Selling and promotion............ 1,800 7,900 287,100 1,025,700 1,930,400 315,900 593,000
Research and development......... 38,900 120,000 552,700 1,017,000 2,052,300 398,500 529,700
General and administrative....... 82,700 175,400 609,900 1,908,100 4,814,800 767,100 1,800,300
Loss on IRB transaction.......... 1,660,100
---------- ---------- ---------- ----------- ----------- ---------- ----------
Total expenses........... 150,700 483,300 2,305,900 8,983,200 17,793,800 3,034,000 6,193,700
---------- ---------- ---------- ----------- ----------- ---------- ----------
Income (loss) from operations.... (148,900) (5,900) 445,200 (906,900) 909,500 315,800 1,405,300
Interest income (expense) and
other income, net.............. 162,800 82,900 (15,400) (76,100) (159,100) (35,400) 31,300
---------- ---------- ---------- ----------- ----------- ---------- ----------
Income (loss) before income
taxes.......................... 13,900 77,000 429,800 (983,000) 750,400 280,400 1,436,600
Provision for income taxes(4).... 208,700 231,000 105,500 545,900
---------- ---------- ---------- ----------- ----------- ---------- ----------
Net income (loss)................ $ 13,900 $ 77,000 $ 429,800 $(1,191,700) $ 519,400 $ 174,900 $ 890,700
========== ========== ========== =========== =========== ========== ==========
Net income (loss) per common
share.......................... $ .00 $ .02 $ 0.11 $ (0.27) $ 0.08 $ 0.03 $ 0.11
========== ========== ========== =========== =========== ========== ==========
Weighted average shares
outstanding.................... 2,953,200 3,445,400 3,937,600 4,417,800 6,177,300 5,127,600 8,053,000
========== ========== ========== =========== =========== ========== ==========
OPERATING AND FINANCIAL DATA:
DBT EBITDA(5)............................................. $ 690,000 $ 35,000 $ 2,582,900 $ 715,000 $1,365,100
DBT on-line minutes(6).................................... 1,895,700 5,846,400 11,473,200 2,302,500 4,365,400
DBT active customers(7)................................... 1,000 3,100 6,600 4,000 7,800
DBT employees(8).......................................... 31 78 117 88 122
DBT capital expenditures.................................. $ 961,200 $ 3,115,600 $ 5,277,400 $1,010,700 $1,004,100
Patlex EBITDA(5).......................................... $ 1,969,300 $1,267,100

DECEMBER 31,
---------------------------------------------------------------- MARCH 31,
1992 1993 1994 1995 1996 1997
---------- ---------- ---------- ----------- ----------- -----------

BALANCE SHEET DATA:
Cash and cash equivalents..................... $ 6,000 $ 300 $ 156,300 $ 1,642,700 $ 6,965,600 $4,614,500
Total assets.................................. 45,800 260,800 1,524,500 6,557,200 29,556,000 28,489,000
Total debt.................................... 11,000 684,700 2,641,600 2,981,300
Stockholders' equity.......................... 14,900 138,500 552,300 2,598,400 18,230,500 19,121,200

- ---------------
(1) For the period from February 18, 1992 through December 31, 1992.

(2) The Company's results for 1995 were adversely impacted by a loss of
$1,660,100 relating to the Company's acquisition and disposition of IRB in
1995. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

(3) The 1996 Statement of Operations Data includes the results of Patlex from
August 20, 1996, the date of the Reorganization, through December 31, 1996.

(4) There was no income tax provision in fiscal years 1992, 1993 and 1994 due to
the Company's S Corporation status. On July 1, 1995, the Company terminated
its S Corporation election and established a deferred tax liability of
$155,200.

15
17

principles) because it understands that it is used by certain investors as
one measure of an issuer's financial performance. EBITDA should not be
construed as an alternative to operating income (as determined in accordance
with generally accepted accounting principles), as an indicator of the
Company's performance or cash flows from operating activities (as determined
in accordance with generally accepted accounting principles) or as a measure
of liquidity.

(6) DBT on-line minutes means the approximate number of minutes that customers
utilized DBT's system for the period presented.

(7) DBT active customers means the approximate number of customers who utilized
DBT's system in the last month in the period presented.

(8) DBT employees means the number of full-time employees at period end.

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UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

The following Unaudited Pro Forma Consolidated Statement of Operations for
the year ended December 31, 1996 gives effect to the Reorganization as if it had
occurred at January 1, 1996. See "Prospectus Summary -- The Company" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." The Unaudited Pro Forma Consolidated Statement of Operations should
be read in conjunction with the Consolidated Financial Statements and related
Notes thereto included elsewhere in this Prospectus.

The Unaudited Pro Forma Consolidated Statement of Operations has been
prepared by the Company based, in part, on the unaudited financial information
of Patlex adjusted where necessary to the Company's basis of accounting policies
used in the Consolidated Financial Statements. The Unaudited Pro Forma
Consolidated Statement of Operations is not intended to be indicative of the
results that would have occurred if the Reorganization had occurred on January
1, 1996, or which may be realized in the future.

YEAR ENDED DECEMBER 31, 1996
-------------------------------------------------------------------
HISTORICAL PRE-REORGANIZATION PRO FORMA PRO FORMA
COMPANY PATLEX(1) ADJUSTMENTS CONSOLIDATED
----------- ------------------ ----------- ------------

Revenues............................ $16,321,300 $ 16,321,300
Patent royalties.................... 2,382,000 $ 5,314,000 7,696,000
----------- ----------- --------- -----------
Total revenue and royalties.... 18,703,300 5,314,000 24,017,300

Cost of revenues.................... 8,996,300 1,141,000 $ 184,500(2) 10,321,800
Sales and promotion................. 1,930,400 1,930,400
Research and development............ 2,052,300 2,052,300
General and administrative.......... 4,814,800 1,789,000 (688,300)(3) 5,915,500
----------- ----------- --------- -----------
Total operating expenses....... 17,793,800 2,930,000 (503,800) 20,220,000

Income from operations.............. 909,500 2,384,000 503,800 3,797,300
Interest income (expense), net...... (159,100) 229,400 169,000(4) 239,300
----------- ----------- --------- -----------
Income before income taxes.......... 750,400 2,613,400 672,800 4,036,600
Provision (benefit) for income
taxes............................. 231,000 1,123,300 (5,900)(5) 1,348,400
----------- ----------- --------- -----------
Net income.......................... $ 519,400 $ 1,490,100 $ 678,700 $ 2,688,200
=========== =========== ========= ===========
Net income per common share......... $ 0.34
===========
Weighted average shares
outstanding....................... 8,012,000
===========

- ---------------
(1) Reflects results of Patlex for the period January 1, 1996 to August 20,
1996, the date of the Reorganization.

(2) Adjustment to record increase in amortization expense of the patents
resulting from the excess of the purchase price of Patlex over the assets
and liabilities acquired.

(3) Adjustment to eliminate the one-time costs of the Reorganization including
investment banking, attorney, accounting and printing expenses.

(4) Adjustment to eliminate interest expense from the reduction in debt offset
by a related loss of interest income from a reduction of invested balances.

(5) Adjustment to record the income tax effect of the patent amortization and
interest expense.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following should be read in conjunction with the Consolidated Financial
Statements of the Company and the Notes thereto, and other financial information
included elsewhere in this Prospectus. This Prospectus contains certain
statements regarding future trends, the accuracy of which is subject to many
risks and uncertainties. Such trends, and their anticipated impact upon the
Company, could differ materially from those presented in this Prospectus.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in "Risk Factors" and elsewhere in the Prospectus.

OVERVIEW OF THE COMPANY AND 1996 REORGANIZATION

The Company is a holding company with two wholly-owned operating
subsidiaries, Database Technologies, Inc. and Patlex Corporation, which are
respectively engaged in the provision of on-line integrated database services
and the patent exploitation and enforcement business. The Company was
reorganized into its current structure on August 20, 1996.

On August 20, 1996, the shareholders of Patlex approved a plan of
reorganization pursuant to which the Company was reorganized into a holding
company and Patlex became a wholly-owned subsidiary of the Company. Also on
August 20, 1996, another wholly-owned subsidiary of the Company merged with and
into DBT and DBT became a wholly-owned subsidiary of the Company (the
"Reorganization"). The Company is the successor registrant to Patlex.

For accounting purposes the Reorganization was treated as a purchase
business acquisition of Patlex by DBT (a reverse acquisition) and a
recapitalization of DBT. Assets and liabilities of Patlex acquired in the
Reorganization were recorded at their fair values as of August 20, 1996.

DBT

DBT's revenues are principally derived from the billing of on-line charges
based upon per minute connection fees and from the billing of individual report
fees. DBT does not currently charge an installation or fixed monthly fee to its
customers. Users access the database by calling a toll free number by modem from
their computers. The per minute connection fee currently ranges from $0.50 per
minute to $1.50 per minute depending on the product. On-line charges are
recorded as revenues by DBT as incurred. Customers are billed monthly.

Cost of revenues currently represents the largest portion of DBT's total
costs and expenses. Cost of revenues includes the costs associated with the
acquisition of data, depreciation on computer equipment, communication costs,
salaries and other costs related to the maintenance of the system. The Company's
data acquisition costs are generally fixed and consequently are not directly
correlated with DBT's revenues. Substantially all data acquisition costs are
expensed as incurred.

Selling and promotion expenses include all expenses incurred by DBT's
marketing and sales staff and customer and technical support personnel,
advertising costs and expenses relating to DBT's participation at industry trade
shows and conventions.

Research and development expenses include all expenses incurred by DBT's
computer programming personnel related to improvements in DBT's computer system
and the development of new products. Research and development costs are charged
to expense when incurred.

General and administrative expenses include all expenses incurred by DBT
relating to administrative and executive salaries, accounting, insurance and
other general expenses of DBT.

PATLEX

Patlex's revenues consist of royalties and income derived from the
exploitation and enforcement of its existing patents. Patlex's cost of revenues
consists of the amortization of the patent assets. General and administrative
expenses include all administrative expenses, executive salaries, other
personnel costs and other

18
20

general expenses. Patlex does not have any selling and promotion expenses or
research and development expenses.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996

The Company's consolidated results of operations for the three months ended
March 31, 1997 include the results of operations of Patlex, which was acquired
by the Company on August 20, 1996.

REVENUES

The Company's revenues increased 127% to $7,599,000 for the three months
ended March 31, 1997 from $3,349,800 for the same period in 1996. DBT
contributed $6,081,500 to the Company's revenues and Patlex contributed
$1,517,500 to the Company's revenues.

The increase in DBT's revenues was attributable to an increase in the
number of active customers and the number of minutes users spent on-line. DBT's
active customers (defined as the approximate number of customers utilizing the
system in the last month in the period presented) increased 95% to 7,800 at
March 31, 1997 from 4,000 at March 31, 1996.

Total system usage was 4.4 million minutes for the three months ended March
31, 1997, up from 2.3 million minutes for the same period in 1996, an increase
of 91%. Revenues from on-line charges were $5,838,100 and $3,152,500 for the
three months ended March 31, 1997 and 1996, respectively, an increase of 85%.

COST OF REVENUES

The Company's cost of revenues increased 111% to $3,270,700 for the three
months ended March 31, 1997 from $1,552,500 for the same period in 1996. As a
percentage of total revenues, cost of revenues decreased to 43% for the three
months ended March 31, 1997 from 46% for the same period in 1996. For the three
months ended March 31, 1997, Patlex's cost of revenues, which consisted solely
of the amortization of its patents, was $423,800. In addition to the
consolidation of Patlex, the increase in the Company's cost of revenues was due
primarily to increases in both purchased data costs and depreciation expense as
DBT continued to invest both in its computer facilities and in the expansion of
its databases. The Company expects this trend to continue.

SELLING AND PROMOTION EXPENSES

DBT's selling and promotion expenses increased 88% to $593,000 for the
three months ended March 31, 1997 from $315,900 for the same period in 1996. The
increase was primarily due to increases in payroll and trade show expenses. As a
percentage of total revenues, selling and promotion expenses decreased to 7.8%
for the three months ended March 31, 1997 from 9.4% for the same period in 1996.

RESEARCH AND DEVELOPMENT EXPENSES

DBT's research and development expenses increased 33% to $529,700 for the
three months ended March 31, 1997 from $398,500 for the same period in 1996.
This increase was caused by an increase in payroll and related expenses. As a
percentage of total revenues, research and development expenses were 7.0% for
the three months ended March 31, 1997, a decrease from 11.9% for the same period
in 1996.

GENERAL AND ADMINISTRATIVE EXPENSES

DBT's general and administrative expenses increased 135% to $1,800,300 for
the three months ended March 31, 1997 from $767,100 for the same period in 1996.
This increase was due to increases in payroll and related expenses. As a
percentage of total revenues, general and administrative expenses remained
relatively consistent at 23.7% and 22.9% for the three months ended March 31,
1997 and 1996, respectively. Patlex's general and administrative expenses, which
consisted principally of salaries, were $254,500 for the three months ended
March 31, 1997. The Company's corporate expenses, which consisted principally of
corporate insurance, public company related expenses and legal fees were
$99,400.

INTEREST INCOME (EXPENSE), NET

Net interest income was $31,300 for the three months ended March 31, 1997
compared to interest expense of $35,400 for the same period in 1996. The net
interest income is due to the Company's repayment of all its outstanding debt in
the three months ended March 31, 1997 and its positive cash flow from
operations.

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INCOME TAXES

The Company's effective income tax rate was 38% for the three months ended
March 31, 1997 compared to 37.6% for the same period in 1996.

NET INCOME

The Company had net income of $890,700 for the three months ended March 31,
1997 compared to $174,900 for the same period in 1996.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

Results of operations of Patlex from August 20, 1996 through December 31,
1996 are included in the Company's consolidated results of operations for the
year ended December 31, 1996.

REVENUES

The Company's revenues increased 132% to $18,703,300 in 1996 from
$8,076,300 in 1995. DBT contributed $16,321,300 to the Company's revenues and
Patlex contributed $2,382,000 to the Company's revenues. The Company's revenues
increased 194% in 1995 up from $2,751,100 in 1994.

The increase in DBT's revenues was attributable to an increase in the
number of active customers and the number of minutes users spent on line. During
1996, DBT's active customers increased 113% to 6,600 as of December 31, 1996
from 3,100 as of December 31, 1995. During 1995, DBT's active customers
increased 210% to 3,100 active customers from 1,000 active customers as of
December 31, 1994.

During the year ended December 31, 1996, total system usage was 11.5
million minutes, up from 5.8 million minutes in 1995 and 1.8 million minutes in
1994, an increase of 98% and 222%, respectively. Revenues from on-line charges
in 1996 were $15,397,400, compared to $7,259,310 in 1995, and $2,233,644 in
1994, an increase of 112% and 225%, respectively. In 1996, DBT's from on-line
charges per revenue per average active customer was $3,000. By comparison in
1995 and 1994, DBT's revenue from on-line charges per average active customer
was $3,500 and $3,250, respectively.

COST OF REVENUES

The Company's cost of revenues increased 167% to $8,996,300 in 1996 from
$3,372,300 in 1995. As a percentage of total revenues, cost of revenues
increased to 48% from 42% in 1995. In 1996 Patlex's cost of revenues, which
consisted solely of the amortization of its patents, was $622,300. In addition
to the consolidation of Patlex, the increase in the Company's cost of revenues
was due primarily to increases in both purchased data costs and depreciation
expense as DBT continued to invest both in its computer facilities and in the
expansion of its databases. The Company expects this trend to continue.

DBT's cost of revenues increased 294% to $3,372,300 in 1995 from $856,200
in 1994 and increased to 42% as a percentage of total revenues from 31% in 1994.
The increase was due primarily to increases in both purchased data costs and
depreciation expense.

SELLING AND PROMOTION EXPENSES

DBT's selling and promotion expenses increased 88% to $1,930,400 in 1996
from $1,025,700 in 1995. The increase was primarily due to increases in payroll
and trade show expenses. As a percentage of total revenues, selling and
promotion decreased slightly to 10.3% in 1996 from 12.7% in 1995.

DBT's selling and promotion expenses increased 257% to $1,025,700 in 1995
from $287,100 in 1994. The increase was primarily due to increases in payroll
and trade show expenses. As a percentage of total revenues, selling and
promotion increased to 12.7% in 1995 from 10.4% in 1994.

RESEARCH AND DEVELOPMENT EXPENSES

DBT's research and development expenses increased 102% and 84% in 1996 and
1995, respectively, to $2,052,300 in 1996 from $1,017,000 in 1995 and $552,700
in 1994. These increases were caused by increases in payroll and related
expenses. As a percentage of DBT's total revenues, research and development
expenses were consistent in 1996 and 1995, at 12.6% for both years, a decrease
from 20.1% in 1994.

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GENERAL AND ADMINISTRATIVE EXPENSES

DBT's general and administrative expenses increased 98% in 1996 and 213% in
1995 to $3,769,600 in 1996 from $1,908,100 in 1995 and $609,900 in 1994. The
increases were due to increases in payroll and related expenses. As a percentage
of DBT's total revenues, general and administrative expenses remained relatively
consistent at 23.1%, 23.6% and 22.2% in 1996, 1995 and 1994, respectively.
Patlex's general and administrative expenses, which consisted principally of
salaries, were $419,000 for the period from August 20, 1996 through December 31,
1996. The Company's corporate expenses, which consisted principally of corporate
insurance, public company related expenses and legal fees, were $626,200.

INTEREST EXPENSE

Net interest expense was $159,100 in 1996 compared to $76,100 and $15,400
in 1995 and 1994, respectively. The increases resulted primarily from increases
in the Company's average outstanding debt during each of 1996 and 1995 which was
used to finance the Company's growth.

INCOME TAXES

The Company's effective income tax rate was 32% in 1996. The rate was
positively affected by a research tax credit enacted in July 1996 offset
slightly by certain non-deductible Reorganization expenses. The 1995 income tax
expense reflected the decision by the Company to revoke its S Corporation
election and to begin paying taxes on its earnings. As a consequence of this
election, the Company established a deferred tax liability of $155,200. There
was no income tax expense in 1994 due to the Company's S Corporation status.

LOSS ON IRB TRANSACTION

The Company's consolidated statements of operations reflects, in 1995, an
expense of $1,660,100 corresponding to the costs incurred by DBT in a
transaction with International Research Bureau, Inc. ("IRB"). Effective July 1,
1995, DBT purchased for cash and stock all of the outstanding shares of IRB's
common stock. Subsequent to the acquisition, management of DBT re-evaluated the
future potential of IRB's core document retrieval business and concluded that
IRB's assets, other than its on-line customer list, had no future value to DBT.
Factors which led DBT's management to this evaluation included the conclusions
that DBT's technology was superior to IRB's, and that IRB's data was duplicative
of data which DBT already possessed. On December 13, 1995, IRB's shares were
transferred back to the original owners of IRB in exchange for DBT common stock.
Because DBT's ownership of IRB was temporary, DBT accounted for its investment
in IRB using the equity method.

As a result of these transactions, DBT acquired IRB's customer list for its
on-line business and was granted a covenant not to compete. Management's
estimate of the fair value of the acquired assets, totaling $198,600, was
recorded on DBT's balance sheet. The costs associated with this transaction
included a cash payment of $1,000,000 and the issuance of DBT common stock
valued at $485,700 (after accounting for the returned shares). The Company's
expense of $1,660,100 was calculated after writing down the Company's investment
in IRB and other costs totaling $373,000.

NET INCOME

In 1996 the Company had net income of $519,400 compared to a loss of
$1,191,700 in 1995 and income of $429,800 in 1994. Results for 1995 were
adversely impacted by a loss of $1,660,100 relating to the Company's acquisition
and disposition of IRB in 1995.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash flow from operations was $1,841,600 and $243,300 for the
three months ended March 31, 1997 and 1996, respectively. The Company's capital
expenditures of $1,004,100 and $1,010,700 for the three months ended March 31,
1997 and 1996, respectively, were primarily attributable to the acquisition of
computer equipment for DBT. The Company had working capital at March 31, 1997 of
$3,537,400 (including

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cash and cash equivalents of $4,614,500) compared to $4,117,800 (including cash
and cash equivalents of $6,965,600) at December 31, 1996. The decrease in
working capital at March 31, 1997 was principally due to the repayment by the
Company during the first quarter of 1997 of its debt, which had an outstanding
balance of $2,981,300 at December 31, 1996.

The Company's cash flow from operations was $1,476,200 and $1,506,900 in
1996 and 1995, respectively. The Company's capital expenditures of $5,300,700
and $3,115,600 in 1996 and 1995, respectively, were primarily attributable to
the acquisition of computer equipment for DBT. The Company had working capital
at December 31, 1996 of $4,117,800 (including cash and cash equivalents of
$6,965,600) compared to $508,500 (including cash and cash equivalents of
$1,642,700) in 1995. The increase in 1996 was due to both the Company's growth
and the acquisition of Patlex on August 20, 1996. The Company had total debt
outstanding of $2,981,300 as of December 31, 1996, which was repaid in the first
quarter of 1997.

The Company expects to fund future working capital requirements from its
existing cash balances and cash generated from operations. If necessary, other
sources of capital available to the Company may include access to the capital
markets, additional bank borrowings and lines of credit.

INFLATION

The rate of inflation has not had a material impact on the operations of
the Company. Moreover, if inflation remains at its recent levels, it is not
expected to have a material impact on the operations of the Company for the
foreseeable future.

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BUSINESS

The Company is a holding company which operates its business through two
wholly-owned subsidiaries, DBT and Patlex. DBT is an on-line provider of
integrated database services and Patlex is engaged in the exploitation and
enforcement of the Laser Patents.

DBT

OVERVIEW

INDUSTRY OVERVIEW

The market for on-line information research services is evolving and
subject to rapid technological change. The primary users of the public records
and investigative information provided by DBT are law enforcement and other
governmental agencies, law firms, insurance companies and licensed investigation
companies. The Company believes that the increasing volume of publicly available
data will drive demand for comprehensive and organized methods for accessing
that information and that the market for on-line information research services
will demonstrate strong growth for the foreseeable future. Factors which the
Company believes will contribute to this market growth include (i) the
increasing need for more reliable and efficient investigative search methods and
(ii) the demand of customers for information research services capable of
cross-referencing and cross-checking research results.

DBT faces significant competition in the on-line information research
services market. Although many of its competitors are established,
well-capitalized companies with larger installed customer bases, DBT is able to
compete due to its advanced technological capabilities and the need of various
industries and governmental agencies for comprehensive and timely sources of
investigative data. The Company believes DBT will be able to increase its market
share based on its growth strategy described below.

COMPUTER SYSTEM DESIGN

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- - Reporting capabilities -- DBT's computer system efficiently compiles and
presents retrieved information in a logical and easy-to-read format, which
prioritizes relevant and possibly related information and eliminates
duplicative data.

GROWTH STRATEGY

- - Improve system accessibility and utilization -- DBT is currently developing,
and expects to introduce during 1997, an intranet HTML-based delivery method
as an alternative to its DOS-based delivery method. This delivery method will
allow customers to utilize the on-screen "point and click" method to more
easily access information and to quickly and efficiently expand searches. The
Company believes this delivery method will increase both the number of
customers able to access DBT's services and system utilization by existing
customers. In addition, DBT plans to direct its sales and customer service
staff to educate customers about additional product applications.

- - Target new products to customer needs -- The Company will continue to develop
products specifically designed for new or related customer needs. For example,
DBT recently completed development of AutoCase which will utilize information
available through DataCase to monitor NYUCS cases previously selected by the
customer and automatically deliver on-line any relevant new information on
these cases when the customer logs onto DataCase.

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DATA SOURCES

DBT acquires its data from both governmental and commercial sources. DBT is
actively seeking additional sources to expand the scope of its product
offerings. DBT purchases new data based on availability, customer needs and the
potential of any new data to complement the data already available on DBT's
system.

Governmental Sources. DBT acquires some of its public record data directly
from the federal, state and county governmental agencies which maintain the
data. This data is specifically made publicly available by law and is typically
provided to DBT on a "pay-as-you-go" basis, including updates to the data at
various intervals. Certain governmental agencies are limited by law in what they
charge purchasers for certain records. In addition, certain types of data which
are available in some states may be unavailable in other states due to statutory
exemptions from the public record laws of those states.

Commercial Sources. DBT also acquires data via purchase or license from
commercial sources, typically on a non-exclusive basis. These transactions
typically are covered by long-term contracts ranging in duration from
approximately two to five years. In most cases, these contracts provide for
fixed annual payments and include updates to the data at various intervals.

PRODUCTS

AUTOTRACK PLUS+. AutoTrack Plus+, DBT's premier product, provides on-line
access to billions of national, state and county public records. Customers are
able to search a particular database and then cross-reference other databases
within AutoTrack Plus+ in a comprehensive manner. Depending upon the state in
which the subject of the search is located, the information available includes
current and past addresses, telephone numbers, possible associates and
neighbors, as well as professional licenses, driving histories, business profile
reports, real estate, vehicles and other assets. Users are able to undertake a
detailed search of all relevant data based on a limited amount of information.
In 1996, substantially all of DBT's revenues were generated by the use of
AutoTrack Plus+.

AutoTrack Plus+ is an aggregation of numerous products. Some of the larger,
more frequently accessed products within AutoTrack Plus+ are as follows:

Faces of the Nation contains information on individuals throughout the
United States. With limited information, such as a surname alone, an
address alone or both a date of birth and first name, users can access
current and previous addresses, neighbors, date of birth and other
information for millions of individuals. Although the scope of this
database is national, some individuals in the United States may not be
included.

Corporations of the Nation contains information on active and inactive
businesses based on secretary of state filings in 43 states. Users can
retrieve information on officers, directors, registered agents, corporate
status and federal employment identification numbers. Searches can be
performed through the use of names, addresses, federal employer
identification numbers and corporation numbers.

Properties of the Nation contains information on real property in 37
states and the U.S. Virgin Islands. Users can receive information on situs
and mailing address, parcel number, assessed values, recent and prior sales
prices and property narratives as well as other information related to the
property.

Vehicles of the Nation contains information on vehicle registrations
in 32 states including an owner name(s) and address, description, title
information, vehicle identification number (VIN), lienholder information
and historical data. Users can base searches on information available
concerning any combination of the vehicle's license tag, model and
description, zip code, VIN, owner name, address and county.

Drivers of the Nation contains information on drivers' licenses issued
in 22 states and can be searched using a combination of name, driver's
license number, address, date of birth and zip code.

Liens/Judgments/Bankruptcies contains information on business and
consumer bankruptcies in all 50 states. Users can also locate data in 29
states relating to federal and state tax liens and civil judgments.

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Other national databases offered through AutoTrack Plus+ include "Deed
Transfers of the Nation," "TRW Business Reports," "National Business Reports"
and federal trademarks and service marks.

AutoTrack Plus+ also includes additional databases from a number of states,
with the broadest selection of databases available for Florida, Texas, New York
and California. The most substantial individual state data in AutoTrack Plus+ is
available for individuals, corporations and assets in Florida. Florida databases
provide information on drivers' licenses, vehicles, boats, worker's compensation
claims, accident reports, trademarks, concealed weapons permits, professional
licenses, UCC lien filings, corporations, real estate and much more specialized
information. Users can access data ranging from most recent property sales
prices to driving histories and can locate information on an individual's
Florida vehicles and vessels, real property, any possible Florida corporate
affiliations, Florida professional licenses, known addresses, marriages and
divorces.

Other individual state data available in AutoTrack Plus+ for various states
include citizen profiles, professional licenses, vehicle and vessel
registrations, drivers' licenses, marriages, secretary of state filings and
other specialized data. These state databases utilize the same search methods as
the national databases and users can combine searches of various state and
national databases.

Comprehensive and dossier reports allow users to efficiently and
cost-effectively gather all the relevant information available in AutoTrack
Plus+ on the subject of their search. These reports offer summaries and detailed
reports aggregating a broad spectrum of data from the national and state
databases and present this data in a clear and convenient format. These reports,
which can be either national or statewide in their scope, eliminate the user's
need for further searches and provide the most complete amount of information in
the shortest time.

AUTOTRACK JR. AutoTrack Jr. is a more economical means of accessing DBT's
databases for users with less extensive search needs. AutoTrack Jr. mostly
includes Florida databases with information on drivers' licenses, vehicle
registrations, boat registrations, accident reports, tax rolls, real estate,
worker's compensation claims and professional licenses. In addition, AutoTrack
Jr. includes a limited number of national databases.

DATACASE AND AUTOCASE. DataCase, which was introduced in December 1996, is
an on-line product providing users access to NYUCS information. The information
available includes New York Supreme Court civil docket information from twelve
New York City metropolitan area counties and Erie County, and judgment, docket
and lien information for the New York City boroughs. Users also have access to
the New York State Attorney registration information and New York county clerk
records. The NYUCS selected DBT to develop DataCase after a competitive bidding
process.

DataCase, which will likely be used predominantly by New York attorneys,
provides its users the opportunity to monitor the status of pending cases and
current case activity in the NYUCS. A user can access both motion calendars and
appearance calendars to assist in scheduling and planning. DataCase allows the
user to search the litigation histories of parties and the Company believes it
will allow users to assess litigation patterns and practices of individuals and
companies. Searches also can be performed to determine which law firms and state
justices have been involved in particular litigation. In addition, DataCase
allows users to search for information on specific court judgments and liens in
the New York City area. Searches can be performed by case name, law firm,
specific county, defendant, plaintiff or other information. Information in
DataCase is updated four times daily and is available 24 hours a day, seven days
a week.

AutoCase, utilizing the information available through DataCase, will offer
a personalized up-to-date source of information on requested cases pending in
the NYUCS. AutoCase will monitor the activity of cases selected by the customer
and automatically deliver on-line any relevant new information on these cases
when the customer logs onto DataCase. This information is updated four times
daily. The Company believes AutoCase will serve as a constant, timely and
reliable source of information relating to the status of cases in the NYUCS.
AutoCase was launched in April 1997.

PRICING

The Company's pricing plan is designed to attract new subscribers and to
increase system utilization. The primary component of the Company's pricing
structure is a per minute connection fee. Users access the database by calling a
toll-free number by modem from their computers. The per minute connection fee
currently ranges

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from $.50 per minute to $1.50 per minute depending on the product being accessed
and the customer category. DBT also offers the user the opportunity to access
certain reports for a fixed fee. DBT does not currently charge an installation
or fixed monthly fee to its customers. Based on the system's retrieval speed and
DBT's current price structure, the Company believes DBT is an economical source
of on-line data.

The following tables present DBT's quarterly system utilization and
revenues:

DBT ON-LINE MINUTES
(SYSTEM UTILIZATION IN MINUTES)
-------------------------------------------------
QUARTER ENDED 1994 1995 1996 1997
---------------------------------------- ---------- ---------- ---------- ----------

March 31................................ 284,400 1,033,200 2,302,400 4,365,400
June 30................................. 403,500 1,403,500 2,644,600
September 30............................ 526,000 1,701,600 3,184,000
December 31............................. 681,800 1,708,100 3,342,200

DBT REVENUES
-------------------------------------------------
QUARTER ENDED 1994 1995 1996 1997
---------------------------------------- ---------- ---------- ---------- ----------

March 31................................ $ 383,900 $1,518,900 $3,349,800 $6,081,500
June 30................................. 559,300 1,874,500 3,789,000
September 30............................ 761,900 2,206,400 4,472,900
December 31............................. 1,046,000 2,476,500 4,709,600

CUSTOMERS

DBT's customer base has increased rapidly over the last three years, from
approximately 370 active customers (defined as the approximate number of
customers who utilized the system in the last month in the period presented) as
of December 31, 1993 to approximately 6,600 active customers as of December 31,
1996 and approximately 7,800 active customers as of March 31, 1997. Initially,
DBT's products were utilized primarily by insurance companies to investigate
claims. Use of the databases later expanded to law enforcement agencies and
licensed investigation firms. Currently, DBT offers its products primarily to
law enforcement and other governmental agencies, law firms, insurance companies
and licensed investigation companies.

DBT has established procedures designed to restrict access to its system
and certain products to qualified individuals and entities. Potential customers
are screened by DBT prior to being given access to AutoTrack Plus+ or AutoTrack
Jr. The screening process generally consists of a review of professional
licenses, corporation and business status, credit reports, references and other
relevant information and credentials. Applicants that do not meet DBT's
screening criteria are denied access to the system.

Once an application has been approved, the customer signs a subscription
agreement with DBT which provides the terms and conditions pursuant to which DBT
grants access to its products. A standard subscription agreement includes a
disclaimer of any warranties on the data and indemnification of DBT for
liabilities resulting from the customer's use of the data. As of March 31, 1997,
the Company had 15 employees dedicated to receiving phone calls from potential
customers, processing orders and verifying the credentials and references of
each potential customer.

CUSTOMER SERVICE AND TECHNICAL SUPPORT

The Company believes that providing superior levels of customer service and
technical support is necessary to attract and retain customers and to increase
system usage. The Company has created a dedicated Technical Support Center
staffed by customer service representatives who have received extensive training
on the system and on each individual product.

Providing trouble-free product implementation to new users is an important
aspect of DBT's strategy of establishing itself as a superior service provider.
Once a new customer account or user has been approved, DBT mails each customer a
package with the software diskettes, a user manual, the toll-free phone number
of the Technical Support Center and instructions for the customer to call DBT
for a password and assistance on

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installation. Thereafter, the user will be contacted to schedule an appointment
for installation assistance and an initial training session. During the initial
session, DBT's representative ensures that the new user has established
communication with the system and assists in review of the databases. In order
to encourage users to explore the many uses of AutoTrack Plus+, DBT currently
offers its users a demonstration period, during which the user is not charged
for connection time, and offers credits for certain report charges.

The Technical Support Center representatives resolve technical or
communication difficulties and respond to product support questions 24 hours a
day, every day of the year. Users may access the Technical Support Center via a
toll-free telephone number and are not currently charged for these inquiries.
The objective of the Technical Support Center is to provide customers with quick
and accurate answers to their questions from a single contact point. As of March
31, 1997, DBT's Technical Support Center was comprised of 35 customer service
representatives.

SALES AND MARKETING

The Company believes that substantial opportunities exist to both attract
new customers and increase its revenues from existing customers. The Company's
marketing objective is to create demand for its products by targeting the needs
of various market segments, such as law enforcement, attorneys and governmental
agencies, providing comprehensive and organized information, superior service
and reliability at a competitive price. DBT has traditionally relied upon
customer referrals, limited advertising and presentations at trade shows to
introduce potential customers to the benefits of AutoTrack Plus+ and DBT's other
products. The Company has recently begun taking a more pro-active approach
toward marketing. The Company intends to hire a marketing team and implement a
marketing program directed toward targeted market segments using direct mail
campaigns, advertising and direct contact by the sales staff.

REGULATION

Regulation of access to information for public usage varies from state to
state. Therefore, the amount of information available in particular states may
vary. In many states, including Florida and Texas, the two states where DBT has
a significant amount of business, all government records are specifically made
public by law unless excluded by a specific statutory exception. Such exceptions
exist primarily with respect to some criminal history information, which
generally may only be provided to law enforcement agencies for specific
purposes. The continued availability of public record data is also subject to
federal legislation. For example, the Driver's Privacy Protection Act of 1994,
effective September 13, 1997, places certain restrictions on the release and use
of certain personal data included in state motor vehicle records. DBT cannot
predict whether the degree of regulation in any particular state will change,
nor whether the federal government will implement new regulations with respect
to access to specific information. See "Risk Factors -- Impact of Government
Regulation of Access to Records; Claims Arising from Use of Information."

PATLEX

Patlex has been engaged in the patent exploitation and enforcement business
since 1979. Patlex owns a 64% interest in the royalty income from, and a 42.86%
ownership interest in, the Laser Patents which derive from patent applications
originally filed by Dr. Gordon Gould in 1959. The patent enforcement business
includes the identification of laser products which infringe the Laser Patents
and the execution of licensing agreements through normal commercial negotiations
or pursuant to settlements of litigation brought against infringers of the Laser
Patents. Patlex is also the exclusive licensing agent for the Laser Patents.

Laser Patents. The Gas Discharge Laser Patent (U.S. Patent No. 4,704,583)
currently accounts for substantially all of Patlex's revenues. The Brewster
Angle Window Patent (U.S. Patent No. 4,746,201) involves the use of an optical
system including optical elements to polarize light. The Gas Discharge Laser
Patent expires in November 2004 and the Brewster Angle Window Patent expires in
May 2005. Upon the expiration of the applicable patent, Patlex will lose its
right to exclude others from exploiting the inventions claimed therein and,
accordingly, the obligation of third parties to make royalty payments to Patlex
will cease.

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Patlex's ability to exploit the Laser Patents through its licensing program
has been directly tied to its successes in litigating the validity of the Laser
Patents, both in the courts and before the United States Patent and Trademark
Office. The Company believes that the major period of litigating the validity
and enforceability of the Laser Patents has passed. The "major period" refers to
the period of time (from 1977 through 1988) in which the greatest number of
lawsuits challenging the validity and scope of the Laser Patents were
prosecuted. However, the Laser Patents may be subject to subsequent challenges.
There can be no assurance that, if challenged, Patlex would prevail in any
subsequent proceedings or that such challenges may not entail substantial
litigation expenses. A successful challenge against the validity of the Gas
Discharge Laser Patent could have a material adverse effect on the financial
condition or results of operations of the Company.

There were no expenses relating to litigation of the Laser Patents during
1996.

Gas discharge laser applications. Gas discharge lasers are used for
applications requiring low to high power output in commercial, medical and
scientific markets. Commercial market applications account for the majority of
total gas discharge laser uses and include manufacturing-related applications
such as robotic welding, marking, drilling and cutting of sheet-metal. Gas
discharge lasers are also used in the packaging industry to mark and etch dates,
bar codes and other information on containers. Medical applications include uses
in dermatology for skin resurfacing and wrinkle removal, ophthalmology,
including refractive surgery, retinal surgery and glaucoma treatment, and
general non-invasive surgery. Research and scientific applications, which
represent the balance of gas discharge laser uses, primarily are comprised of
laboratory research and development activities.

Patent Licensing Agreements. Patlex is the exclusive licensing agent for
the Laser Patents. As licensing agent, Patlex actively pursues its patent
licenses, which require manufacturers and users who exploit the inventions
claimed in the Laser Patents to report and pay royalties to Patlex. Patlex then
distributes these royalties among itself and the other parties holding interests
in the royalty income. Patlex actively monitors the laser industry to identify
infringers and new laser applications which infringe the Laser Patents. The
agreements into which Patlex enters generally fall into three categories: (i)
license agreements with manufacturers of lasers or laser systems that use the
inventions claimed in the Laser Patents; (ii) license agreements with users of
lasers or laser systems that use the inventions claimed in the Laser Patents;
and (iii) settlement agreements which require a payment of a specific sum of
money for past infringement of certain of the Laser Patents but do not include a
grant of a license to make, use or sell any product that utilizes the inventions
claimed in the Laser Patents. As of March 31, 1997, Patlex had agreements with a
total of 231 companies, including users and manufacturers representing a
cross-section of industries in the United States. Of such agreements, 186 were
licensing agreements with manufacturers who had an obligation to report and pay
royalties on the sale of lasers or laser systems which use the Laser Patents.
The Company believes the majority of the commercial laser manufacturers in the
United States, as well as a majority of manufacturers importing lasers into the
United States, have been licensed. No licensees accounted for more than 10% of
the Laser Patent royalties during the period from the Reorganization through
March 31, 1997; however, Laser Patent royalties fluctuate by customer from
period to period.

The market for Patlex's patent license agreements under the Laser Patents
depends on the commercial laser industry. The number of license agreements
fluctuates with the execution of license agreements with new commercial
entities, spin-offs creating new entities from existing licensees, business
failures, combinations between existing licensees and termination of existing
agreements for cause or by mutual consent.

The agreements with both manufacturers and users generally provide for one
or more "lump sum" payments in consideration of nonexclusive licenses for
certain applications of all of the Laser Patents and a release of all claims for
damages from past infringements. Substantially all of the licenses also provide
for future royalty payments if the licensee engages in the manufacture or sale
of lasers subject to the Laser Patents. In contrast, substantially all of the
licenses with licensees that use, but do not manufacture or sell products
covered by, the Laser Patents, provide only for a one-time lump sum payment for
past infringement. As a result of licensing efforts to date, royalties from past
infringements are expected to be minimal in the future.

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COMPETITION

The information services industry is very competitive and characterized by
rapid technological change and the entry of large and well-capitalized companies
as well as smaller competitors. The Company competes or may compete with large,
well-established information providers such as Reed Elsevier PLC (Lexis/Nexis),
Equifax Inc. (CDB Infotek) and The Thomson Corporation (WESTLAW/Information
America), as well as some other database providers. These competitors offer a
wide variety of information services not offered by DBT which allow them to
offer their products to larger customer bases and to more easily attract
customers to their products. However, the Company is not aware of any
competitors that provide the same comprehensive databases and cross-referenced
products that are currently available through AutoTrack Plus+. Further, the
price structures for these competitors' products are generally higher than those
of DBT and the Company believes that none of these competitors currently
provides the uniquely integrated and cross-referenced database services
available from DBT.

In addition, the Company believes that many customers purchase multiple
products from various information providers in order to maximize the information
to which they have access. Therefore, the Company believes that DBT's products
can complement services provided by its competitors. If current competitors or
others sought to compete on a larger scale with DBT, such competition could have
a material adverse effect on the financial condition or results of operations of
the Company.

As exclusive licensing agent of the Laser Patents, Patlex does not
encounter any competition in licensing manufacturers and users of the technology
covered by the Laser Patents. Although the Company believes the laser technology
covered by the Laser Patents to be state of the art, any advance in technology
which would render one or more of the Laser Patents obsolete could adversely
affect Patlex's future patent royalty revenue and could have a materially
adverse effect on the financial condition or results of operations of the
Company.

EMPLOYEES

As of March 31, 1997, the Company had 131 full-time employees, 125 of whom
were employed by DBT and 6 of whom were employed by Patlex. The Company
considers its relationships with its employees to be good. None of the Company's
employees are covered by collective bargaining agreements.

PROPERTIES

DBT leases an aggregate of approximately 42,000 square feet in three
buildings in Pompano Beach, Florida for office space and computer operations.

Patlex leases approximately 2,600 square feet of office space in Las Vegas,
Nevada and approximately 600 square feet of space located in Las Cruces, New
Mexico.

LEGAL PROCEEDINGS

The Company may be involved in litigation from time to time in the ordinary
course of its business. DBT is not currently involved in any litigation, or, to
its knowledge, is any material litigation currently threatened.

In November 1994, REFAC Financial Corporation ("REFAC") instituted a civil
action in the United States District Court, Eastern District of Pennsylvania,
alleging that Patlex improperly calculated the royalties due REFAC. On February
28, 1996, a special verdict adverse to Patlex was returned and judgment in the
total amount of $192,800 was entered on July 10, 1996. Patlex appealed the
decision to the United States Court of Appeals for the Third Circuit which
affirmed the United States District Court's decision on March 27, 1997. Patlex
has accrued the amount of the REFAC judgment plus interest through March 31,
1997.

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MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

Set forth below is certain information as of March 31, 1997 concerning the
Company's executive officers and directors.

NAME AGE POSITION
- ------------------------------ --- ---------------------------------------------------------------

Frank Borman.................. 69 Chairman of the Board of Directors
Hank Asher.................... 46 President, Chief Executive Officer and Director
Thomas L. Simpson............. 53 Chief Operating Officer and Director
Timothy M. Leonard............ 38 Vice President, Finance, Treasurer and Chief Financial Officer
J. Henry Muetterties.......... 44 Vice President, Secretary and General Counsel
Charles A. Asher.............. 44 Director
Gary E. Erlbaum............... 52 Director
Jack Hight.................... 71 Director
Kenneth G. Langone............ 61 Director
Eugene L. Step................ 68 Director
Sari Zalcberg................. 43 Director

Frank Borman has been Chairman of the Company since August 1996, and
President of Patlex since 1988. From September 1995 until August 1996, he also
served as Chief Executive Officer and a director of Patlex. He served as
Chairman and Chief Executive Officer of Patlex from 1988 to December 1992, and
as Chairman of AutoFinance Group, Inc. ("AFG") from December 1992 to September
1995, during the period that Patlex was a subsidiary of AFG. He served as Vice
Chairman of the Board of Directors of Texas Air Corporation from 1986 to 1991.
From 1969 to 1986, he served in various capacities for Eastern Airlines,
including President, Chief Executive Officer and Chairman of the Board of
Directors. Mr. Borman served in the United States Air Force from 1950 to 1970.
Mr. Borman currently serves as a director of The Home Depot, Inc., Outboard
Marine Corporation, Thermo Instruments Systems and American Superconductor
Corporation and is also a member of the Board of Trustees of the National
Geographic Society.

Hank Asher has been President, Chief Executive Officer and a director of
the Company since August 1996. He has been the President, Chief Executive
Officer and a director of DBT since he founded the company in 1992. Prior to
founding DBT, Mr. Asher performed contract programming services for various
computer companies.

Thomas L. Simpson was elected Chief Operating Officer and a director of the
Company in February 1997. Mr. Simpson had been Senior Vice President, Chief
Operating Officer and Secretary of GMIS Inc., a developer of software for the
health care payor market, from May 1995 until January 1997. Prior to that, Mr.
Simpson held various financial management positions at Alco Standard
Corporation, a distributor of office products, from 1986 to 1995, including his
most recent position as Chief Financial Officer of Unisource, Inc., a
distributor of paper products.

Timothy M. Leonard was elected Vice President, Finance, Treasurer and Chief
Financial Officer of the Company in February 1997. From June 1994 until January
1997, he served in various capacities for GMIS Inc., including Director of
Finance from June 1994 through May 1995 and Vice President, Finance and Chief
Financial Officer from May 1995 through January 1997. Mr. Leonard worked for
Ernst & Young LLP from 1981 through June 1994.

J. Henry Muetterties has been the Vice President, General Counsel and
Secretary of the Company since August 1996. From May 1989 through August 1996,
he was the Vice President, General Counsel and Secretary of Patlex and was the
Corporate Licensing Counsel for Patlex since March 1988. From 1983 to 1988, Mr.
Muetterties was Senior Patent Counsel for Allied-Signal Aerospace, a division of
Allied-Signal, Inc.

Charles A. Asher has been a director of the Company since August 1996, and
was a director of DBT from 1994 to August 1996. He practices law in South Bend,
Indiana.

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Gary E. Erlbaum has been a director of the Company since August 1996, and
was a director of Patlex from September 1995 to August 1996. He has been
involved with Patlex since May 1972, serving as a Patlex director from 1983 to
December 1992, and as a director of AFG from December 1992 to September 1995,
during the period that Patlex was a subsidiary of AFG. Mr. Erlbaum served as the
Chairman of the Board of Directors of Patlex from September 1977 to July 1981
and from October 1981 to February 1983, and served as the President of Patlex
from May 1972 to September 1977 and from December 1978 to July 1981. Since 1983,
he has been the President of Greentree Properties Corporation, which is engaged
in real estate and business ventures. He is also a director of several
privately-owned companies.

Jack Hight has been a director of the Company since August 1996 and was
Chairman of the Board of DBT from 1995 to August 1996. Since 1981, Mr. Hight has
held various positions at Intec Systems, Inc., which he founded, including his
current position of Chief Financial Officer and Chairman of the Board. From 1978
to 1980, he was Chairman of the Board, Chief Executive Officer and President of
Information Science, Inc., a public company. In the 1960s, Mr. Hight co-founded
and was President of Electronic Data Systems Federal Corporation before it
merged with Electronic Data Systems Corporation in 1968.

Kenneth G. Langone has been a director of the Company since August 1996,
and was a director of Patlex from September 1995 to August 1996. He has been
involved with Patlex since 1979, serving as a Patlex director from 1979 to
December 1992, and as a director of AFG from December 1992 to September 1995,
during the period that Patlex was a subsidiary of AFG. Since 1974, Mr. Langone
is Chairman of the Board, Chief Executive Officer and President of Invemed
Associates, Inc. ("Invemed"), a New York Stock Exchange member firm engaged in
investment banking and brokerage. He is one of the co-founders of The Home
Depot, Inc. and has been a director of that company since 1978. He also serves
as a of director of St. Jude Medical, Inc., Unifi, Inc. and United States
Satellite Broadcasting Co. He is also a director of several private
corporations.

Eugene L. Step became a director of the Company in March 1997. From 1973 to
1992, Mr. Step served in various senior management positions with Eli Lilly &
Co., most recently as Executive Vice President, President of the Pharmaceutical
Division and a member of the Board of Directors and its Executive Committee. Mr.
Step is a past Chairman of the Board of the Pharmaceutical Manufacturers
Association and a past President of the International Federation of
Pharmaceutical Manufacturers Association. Mr. Step also serves as a director of
Cell Genesys, Inc., Scios, Inc., Medco, Inc., Pathogenesis, Inc. and Guidant
Corp.

Sari Zalcberg has been a director of the Company since August 1996, and was
a director of DBT from 1995 to August 1996. She is the Chief Executive Officer
and sole shareholder of La Grande Trunk, Inc., a retail concern with locations
in two states. Ms. Zalcberg is also a member of the Regional Board of Directors
of the Valparaiso Banking Center of Bank One Merrillville, N.A., an Indiana
chartered bank.

Hank Asher, Charles Asher and Sari Zalcberg are siblings.

The Company's Bylaws, as amended and restated (the "Bylaws"), divide the
Company's board of directors into three classes, with regular three-year
staggered terms and initial terms of three, two and one years for each of Class
III, Class II and Class I Directors, respectively. Accordingly, Ms. Zalcberg,
Mr. Step and Mr. Langone will hold office until the annual meeting of
shareholders to be held in 1997, Messrs. Charles Asher, Borman and Hight will
hold office until the annual meeting of shareholders to be held in 1998, and
Messrs. Hank Asher, Simpson and Erlbaum will hold office until the annual
meeting of shareholders to be held in 1999. Officers serve at the discretion of
the Company's board of directors.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company's board of directors has an Executive Committee, an Audit
Committee, a Compensation Committee and a Nominating Committee. The Executive
Committee is authorized to approve certain actions by the Company. The members
of the Executive Committee are Messrs. Hank Asher, Borman, Erlbaum and Hight.

The Audit Committee is charged with the responsibility of reviewing the
Company's accounting policies, practices and controls. The Audit Committee is
also responsible for making recommendations to the board of directors regarding
the selection of independent auditors, and for reviewing the results and scope
of audits and

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other services provided by the Company's independent auditors. The members of
the Audit Committee are Ms. Zalcberg and Messrs. Erlbaum and Hight.

The Compensation Committee reviews the compensation policies of the Company
and acts as Plan Administrator of the Company's Amended and Restated Stock
Option Plan. The members of the Compensation Committee are Messrs. Charles
Asher, Hight and Langone.

The Nominating Committee identifies and reviews the qualifications of
candidates to serve on the board of directors. All nine members of the board
serve as members of the Nominating Committee.

COMPENSATION OF DIRECTORS

During 1996, the Company's directors did not receive any compensation for
serving as directors. In 1997, Directors who are employees of the Company
receive no compensation for serving on the board of directors. Non-employee
directors of the Company receive annual compensation of $16,000 and $1,000 for
each meeting of the board of directors attended, up to a maximum annual
compensation of $20,000. All directors will be reimbursed for expenses
associated with the attendance at the board of directors' meetings.

EXECUTIVE COMPENSATION

The following table sets forth compensation information concerning the
Chief Executive Officer of the Company at December 31, 1996 and the four other
most highly compensated executive officers of the Company for the fiscal year
ended December 31, 1996. For the periods presented in the summary compensation
table, Mr. Asher was compensated by DBT and the other four named executive
officers were compensated by Patlex.

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION OTHER SECURITIES
------------------------- ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION(2)
- ------------------------------------------- ---- -------- ------- --------------- ------------ ---------------

Hank Asher................................. 1996 $110,000 $ 0 $ * 0 $ 0
President and Chief Executive Officer
Frank Borman............................... 1996 145,000 0 * 0 7,569
Chairman of the Board, 1995 140,000 0 * 100,000 4,867
President of Patlex 1994 140,000 0 * 0 3,179
Richard Laitinen(3)........................ 1996 100,632 31,093 37,080 0 5,283
Vice President, Treasurer, 1995 93,042 19,384 16,864 20,000 5,862
and Chief Financial Officer 1994 90,332 15,055 15,808 0 1,575
J. Henry Muetterties....................... 1996 113,923 35,199 53,202 0 5,393
Vice President, Secretary, 1995 105,330 21,944 19,091 20,000 4,249
and General Counsel 1994 102,262 17,044 17,896 0 1,464
Donald E. Shumate(3)....................... 1996 83,543 22,450 15,899 0 2,789
Vice President and 1995 77,242 12,874 13,517 10,000 5,450
Controller 1994 74,992 6,249 12,186 0 840

- ---------------
* Value of perquisites and other personal benefits paid does not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus reported for
the executive officer.

(1) For fiscal year 1996, includes amounts contributed to Patlex's Deferred
Compensation Plan for Mr. Laitinen ($19,759), Mr. Muetterties ($22,368) and
Mr. Shumate ($15,899). This amount includes $17,321 paid to Mr. Laitinen and
$30,834 paid to Mr. Muetterties for certain costs in connection with
employment by Patlex and relocation to Las Vegas, Nevada.

(2) For fiscal year 1996, includes amounts received as company matching
contributions under Patlex's 401(k) savings plan by Mr. Borman ($4,400), Mr.
Laitinen ($4,297), Mr. Muetterties ($4,864) and Mr. Shumate ($1,614), and
amounts paid by Patlex for life insurance premiums for Mr. Borman ($3,169),
Mr. Laitinen ($986), Mr. Muetterties ($529) and Mr. Shumate ($1,175).

(3) Messrs. Laitinen and Shumate ceased being executive officers of the Company
on February 18, 1997.

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35

AGGREGATED OPTIONS EXERCISED IN THE FISCAL YEAR ENDED DECEMBER 31, 1996 AND
YEAR-END OPTION VALUES

The following table sets forth certain information with regard to the
aggregated options to purchase Company Common Stock exercised in the year ended
December 31, 1996 and the option values as of the end of that year for the Chief
Executive Officer and other named executive officers of the Company.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES

NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
OPTIONS/SAR'S IN-THE-MONEY
HELD AT FISCAL OPTIONS AT FISCAL
SHARES YEAR END(#) YEAR END($)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- ----------- ----------- ----------- ------------- ----------- -------------

Hank Asher................. -- -- -- -- -- --
Frank Borman............... -- -- 100,000 -- $ 2,500,000 --
Richard Laitinen(1)........ 20,000 $ 772,500 -- -- -- --
J. Henry Muetterties....... -- -- 20,000 -- $ 500,000 --
Donald E. Shumate(1)....... 10,000 $ 375,000 -- -- -- --

- ---------------
(1) Messrs. Laitinen and Shumate ceased being executive officers of the Company
on February 18, 1997.

EMPLOYMENT AGREEMENTS

In March 1991, Patlex entered into an employment agreement with Mr. Borman,
which provided for an initial three-year term commencing on January 1, 1991 with
automatic one-year extensions on the anniversary of the commencement date,
unless either Patlex or Mr. Borman gives notice to the other that the term of
the agreement will not be extended. The employment agreement contains certain
restrictive covenants, including provisions relating to noncompetition,
nonsolicitation and the nondisclosure of proprietary information, during the
executive's employment with the Company and for specified periods thereafter.
The current annual compensation rate for Mr. Borman is $160,000.

During 1992, Patlex entered into employment agreements with Messrs.
Laitinen, Muetterties and Shumate. Each of the agreements has been extended
through December 1999. The current annual compensation rate for Messrs.
Laitinen, Muetterties and Shumate is $104,035, $117,775 and $86,368,
respectively, and each executive is entitled to a minimum annual bonus of
$10,000 and other incentive compensation. The employment agreements contain
certain restrictive covenants, including provisions relating to noncompetition,
nonsolicitation and the nondisclosure of proprietary information, during the
relevant executive's employment with the Company and for specified periods
thereafter.

STOCK OPTION PLAN

The Amended and Restated Stock Option Plan (the "Plan") provides for the
grant of options to purchase Common Stock to be made to employees, officers,
directors and independent contractors of the Company and its subsidiaries. The
purpose of the Plan is to recognize the contributions made to the Company by its
employees and certain consultants or advisors, to provide these individuals with
additional incentives to devote themselves to the Company's future success and
to improve the Company's ability to attract, retain and motivate individuals
upon whom the Company's sustained growth and financial success depend. The Plan
is also intended as an additional incentive to directors who are not employees
of the Company to serve on the Company's board of directors and to devote
themselves to the future success of the Company. A committee (the "Committee"),
consisting of not less than two persons appointed by the board of directors,
which persons shall be "disinterested persons" as defined in Rule 16b-3 of the
Exchange Act and "outsider directors" as defined in Section 162(m) of the
Internal Revenue Code of 1986, as amended, is responsible for administering the
Plan. The Committee has the authority to administer and interpret the Plan as
well as the authority to determine (i) the individuals to whom options are
granted, (ii) the type, size and terms of the options, (iii) the timing of
grants and the duration of the exercise period, and (iv) any other matters
arising under the Plan.

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The board of directors has approved, subject to shareholder approval, an
amendment to the Plan to increase the number of authorized shares thereunder
from 900,000 to 1,500,000 shares available for granting options under the Plan.
Under the Plan, the maximum number of shares that may be granted to any one
individual during any calendar year shall be 375,00 shares.

The Plan provides for the grant of incentive stock options ("ISOs") to
officers and employees of the Company and its subsidiaries and nonqualified
stock options ("NQSOs") to officers, employees (including employees who are also
directors) and key advisors, such as consultants, independent contractors and
principals of organizations involved with the Company and its subsidiaries.

Under the Plan, the Committee has full discretion to determine the term,
exercisability (vesting) and price of options granted under the Plan. The
Committee also has the authority to accelerate exercisability (vesting) of
options granted under the Plan. The option price for ISOs, however, must be
equal to or greater than the "fair market value" of the stock on the date of
grant. NQSOs may be issued at a price that is greater than, equal to or less
than the fair market value. The Plan limits the minimum option price of NQSOs to
85% of the fair market value of the stock on the date of grant.

Upon a change of control, which is defined in the Plan to include a change
in the beneficial ownership of 40% or more of the voting power of the Company,
the commencement or announcement of an intention to commence a tender offer for
40% or more of the voting power of the Company, a sale or exchange of
substantially all assets, dissolution or liquidation, or a merger or
consolidation where the Company does not survive, all outstanding options will
accelerate automatically and become fully exercisable. Upon a change of control
where the Company does not survive, all outstanding stock options shall be
assumed or replaced with comparable options of the surviving corporation. The
Committee is responsible for determining the comparability and its decision is
final and binding. Notwithstanding the foregoing, upon a change of control, the
Committee may require option holders to surrender their outstanding options for
cash or Company stock.

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37

CERTAIN TRANSACTIONS

Invemed Associates, Inc. ("Invemed"), from time to time, has provided
financial advisory services to the Company, for which customary compensation has
been received. In connection with the September 1995 merger between AFG and
KeyCorp and the related spinoff of Patlex, Invemed provided certain financial
advisory services to AFG for which Invemed received fees of approximately
$2,470,000. Kenneth G. Langone, a director and shareholder of the Company, is
Chairman of the Board, Chief Executive Officer and President of Invemed, and is
the principal shareholder of Invemed's parent. In addition, Invemed is acting as
an Underwriter in connection with the Offering. See "Underwriting."

In November 1995, DBT extended a loan to Hank Asher, in return for an
unsecured demand note, bearing interest at 8%, payable to DBT in the amount of
$200,000, which was repaid in December 1996. In addition, during 1995, advances
totaling $54,100 were made to Mr. Asher, without interest, which were repaid in
January 1996.

On February 7, 1994, DBT entered into a debt and royalty agreement with a
consortium of seven individuals including Jack Hight. During 1995, Mr. Hight
became a shareholder and director of DBT. The agreement provided the financing
for DBT's entry into the Texas market. The agreement provided for a loan to DBT
of $200,000, which was repaid in 1995. The agreement also provided for DBT to
grant to the consortium a royalty to share in the revenues of the Texas
expansion up to $800,000, computed as 10% of specified revenues from Texas
operations. Through December 31, 1996, the Company had paid $59,900 relating to
such royalties.

Indar Corporation ("Indar"), a Florida corporation owned by Hank Asher,
provided management and other services to DBT under an agreement between Indar
and DBT from December 1994 until the agreement expired in November 1995. DBT
paid a total of $282,500 to Indar under the agreement.

In connection with the relocation to Las Vegas, Nevada, Patlex extended
bridge loans to Messrs. Laitinen and Shumate in the amounts of $75,000 and
$80,000, respectively. The loans bear interest at 8.25% and are due in full on
or before December 31, 1997. The interest payments are deducted weekly from the
salaries of Messrs. Laitinen and Shumate. Also in connection with its
relocation, Patlex sold its office facility situated in Las Cruces, New Mexico
to a limited liability company owned by the two sons of Frank Borman, Chairman
of the Board of the Company and President of Patlex. The sale was an arms-length
transaction based on an independent appraisal of the property in the amount of
$400,000.

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PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth information with respect to beneficial
ownership of the Common Stock as of March 31, 1997 and as adjusted to reflect
the sale of the shares of Common Stock offered hereby (i) by each person who
beneficially owns more than 5% of the outstanding shares of the Common Stock,
(ii) by each of the Company's executive officers and directors, (iii) by each of
the Selling Shareholders, and (iv) by all of the current executive officers and
directors of the Company as a group. Unless otherwise noted, each person named
in the table has sole voting and investment power as to shares shown.

SHARES BENEFICIALLY SHARES SHARES BENEFICIALLY
OWNED BEING OWNED
PRIOR TO OFFERING OFFERED AFTER OFFERING
--------------------- ------- ---------------------
NAME NUMBER PERCENT NUMBER NUMBER PERCENT
- ----------------------------------------- ---------- ------- ------- ---------- -------

Hank Asher(1)............................ 2,768,229 35.7% 361,174 2,407,055 27.5%
Charles A. Asher......................... 984,411 12.7 129,531 854,880 9.8
Frank Borman(2).......................... 114,200 1.5 10,257 103,943 1.2
Christiane Breton........................ 52,503 * 14,446 38,057 *
Gary E. Erlbaum(3)....................... 360,672 4.6 72,230 288,442 3.3
Jack Hight(4)............................ 135,001 1.7 36,115 98,886 1.1
Kenneth G. Langone(5).................... 935,000 11.9 935,000 10.6
Richard Laitinen......................... 15,157 * 15,157 *
Timothy M. Leonard....................... 0 0
J. Henry Muetterties(6).................. 24,910 * 24,910 *
Donald E. Shumate........................ 13,525 * 13,525 *
Thomas L. Simpson........................ 0 0
Eugene L. Step........................... 0 0
Sari Zalcberg............................ 52,493 * 16,247 36,246 *
All current executive officers and
directors as a group (11 persons)(7)... 5,374,916 66.4 625,554 4,749,362 52.2

- ---------------
* Less than 1%

The address of each 5% shareholder is c/o Database Technologies, Inc., 100 E.
Sample Road, Suite 200, Pompano Beach, FL 33064.

(1) All of such shares are owned by Asher Investment Partners, a Delaware
general partnership, of which one general partner is Hank Asher,
individually, and the other general partner is Asher Holdings, Inc., a
Delaware corporation, of which Hank Asher is 100% shareholder.

(2) Includes 100,000 shares issuable upon exercise of presently exercisable
options.

(3) Includes (i) 21,933 shares owned by SPSP Corporation of which Mr. Erlbaum is
a director, President and 36.7% shareholder, (ii) 1,875 shares held by
trusts for which Mr. Erlbaum serves as trustee or co-trustee, (iii) 166,480
shares owned by Erlbaum Family L.P., of which Mr. Erlbaum is President of
the general partner, (iv) 1,890 shares owned by Mr. Erlbaum's son, and (v)
100,000 shares issuable upon exercise of presently exercisable options. Of
the shares being offered, 7,223 shares are being offered by SPSP Corporation
and 41,893 shares are being offered by the Erlbaum Family L.P.

(4) Includes (i) 5,000 shares owned by Mr. Hight's wife and (ii) 25,000 shares
issuable upon exercise of presently exercisable options.

(5) Includes 450,000 shares owned by Invemed Associates, Inc. and 100,000 shares
issuable upon exercise of presently exercisable options. Mr. Langone is
Chairman of the Board, Chief Executive Officer and President of Invemed and
the principal shareholder of Invemed's parent corporation.

(6) Includes 20,000 shares issuable upon exercise of presently exercisable
options.

(7) Includes 345,000 shares issuable upon exercise of presently exercisable
options.

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DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 40,000,000 shares
of Common Stock, par value $.10 per share, and 5,000,000 shares of Preferred
Stock, par value $.10 per share. As of March 31, 1997, there were 7,750,818
shares of the Company's Common Stock outstanding held of record by 515 persons.
No shares of Preferred Stock have been issued and there is no present intention
to issue any shares of Preferred Stock.

COMMON STOCK

Holders of the Common Stock are entitled to receive, as, when and if
declared by the Board of Directors from time to time, such dividends and other
distributions in cash, stock or property of the Company out of assets or funds
of the Company legally available for such purposes subject to any dividend
preferences which may be attributable to any issued and outstanding preferred
stock. Holders of Common Stock are entitled to one vote for each share held of
record on all matters on which shareholders may vote, except with respect to the
election of directors in which case shareholders are entitled to multiply the
number of shares held of record by the number of directors to be elected and
distribute such number of votes for one or among two or more nominees.

There are no preemptive, conversion, redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock are fully
paid and non-assessable. In the event of the liquidation, dissolution or winding
up of the Company, holders of Common Stock are entitled to share ratably in the
assets available for distribution.

PREFERRED STOCK

The Company's board of directors, without further action by the
shareholders, is authorized to issue an aggregate of 5,000,000 shares of
Preferred Stock. No shares of Preferred Stock are outstanding and the Company
has no plans to issue a new series of Preferred Stock. The Company's board of
directors may, without shareholder approval, issue Preferred Stock with dividend
rates, redemption prices, preferences on liquidation or dissolution, conversion
rights, voting rights and any other preferences, each of which could adversely
affect the voting power of the holders of Common Stock. Issuance of Preferred
Stock, while providing desirable flexibility in connection with possible
acquisition or other corporate purposes, could have the effect of making it more
difficult for a third party to acquire, or of discouraging or delaying a third
party from acquiring, a majority of the outstanding stock of the Company.

PENNSYLVANIA LAW

The Company, in the Bylaws, has opted out of subchapters E, F, G, H, I and
J of the Pennsylvania Business Corporation Law of 1988, as amended (the "PBCL").
Generally, these subchapters provide special protections against acquisitions of
publicly-held corporations subject to the Exchange Act.

CLASSIFIED BOARD OF DIRECTORS

The Company's Bylaws divide the Company's board of directors into three
classes, with regular three-year staggered terms and initial terms of three, two
and one years for each of Class III, Class II and Class I Directors,
respectively.

SHAREHOLDER ACTION BY WRITTEN CONSENT

The Bylaws provide that any action which may be taken at a meeting of the
shareholders may be taken without a meeting if (i) such action is authorized by
the unanimous written consent of all shareholders entitled to vote at a meeting
for such purposes, or (ii) such action is authorized by written consent of such
number of shareholders required by law who are entitled to vote thereon at a
meeting of the shareholders or of a class of shareholders.

38
40

SPECIAL MEETINGS

The Bylaws provide that special meetings of shareholders of the Company may
be called only by the Company's board of directors or by the President. This
provision may make it more difficult for shareholders to take an action opposed
by the board.

AMENDMENTS TO THE BYLAWS

The Bylaws provide that the vote of a majority of all directors or the vote
of the majority of the outstanding stock entitled to vote is required to alter,
amend or repeal the Bylaws.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1741 of the PBCL provides the Company the power to indemnify any
officer or director acting in his or her capacity as a representative of the
Company who was or is a party or is threatened to be made a party to any action
or proceeding against expenses, judgments, penalties, fines and amounts paid in
settlement in connection with such action or proceeding whether the action was
instituted by a third party or arose by or in the right of the Company.
Generally, the only limitation on the ability of the Company to indemnify its
officers and directors is if the act violates a criminal statute or if the act
or failure to act is finally determined by a court to have constituted willful
misconduct or recklessness.

The Bylaws provide a right to indemnification to the full extent permitted
by law, for expenses (including attorney's fees), damages, punitive damages,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by any director or officer whether or not the indemnified
liability arises or arose from any threatened, pending or completed proceeding
by or in the right of the Company (a derivative action) by reason of the fact
that such director or officer is or was serving as a director, officer or
employee of the Company or, at the request of the Company, as a director,
officer, partner, fiduciary or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, unless the act
or failure to act giving rise to the claim for indemnification is finally
determined by a court to have constituted willful misconduct or recklessness.
The Bylaws provide for the advancement of expenses to an indemnified party upon
receipt of an undertaking by the party to repay those amounts if it is finally
determined that the indemnified party is not entitled to indemnification.

The Bylaws authorize the Company to take steps to ensure that all persons
entitled to the indemnification are properly indemnified, including, if the
Company's board of directors so determines, purchasing and maintaining
insurance.

TRANSFER AGENT

The transfer agent for the Company's Common Stock is LaSalle National
Trust, N.A., Chicago, Illinois.

39
41

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have 8,750,818 shares of
Common Stock outstanding. Of these shares, the 1,640,000 shares of Common Stock
sold in the Offering and the remaining shares of the Company not held by
"affiliates" of the Company will be freely tradeable without restriction or
further registration under the Securities Act. Of the total outstanding shares
of Common Stock upon completion of the Offering, 4,724,452 shares (4,484,006
shares if the over-allotment option is exercised in full) are held by
"affiliates," as that term is defined in the Securities Act, and are therefore
subject to the limitations of Rule 144 of the Securities Act.

In general, under Rule 144 as currently in effect on the date hereof, a
person who has beneficially owned shares for at least one year, including an
"affiliate," as that term is defined in the Securities Act, is entitled to sell,
within any three-month period, a number of shares that does not exceed the
greater of (i) one percent of the then outstanding shares of Common Stock of the
Company (approximately 87,500 shares immediately following this Offering), or
(ii) the average weekly trading volume during the four calendar weeks preceding
filing of notice of such sale. Sales under Rule 144 are also subject to certain
manner of sale provisions, notice requirements and the availability of current
public information about the Company. A shareholder who is deemed not to have
been an "affiliate" of the Company at any time during the 90 days preceding a
sale, and who has beneficially owned restricted shares for at least two years,
would be entitled to sell such shares under Rule 144(k) without regard to the
volume limitations, manner of sale provisions or public information
requirements.

The Company, its officers and directors, the Selling Shareholders and
certain other shareholders have agreed not to offer, sell, contract to sell,
pledge or otherwise dispose of, directly or indirectly, or file or cause to be
filed with the Securities and Exchange Commission (the "Commission") a
registration statement under the Securities Act relating to, any Common Stock or
securities or other rights convertible into or exchangeable or exercisable for
any shares of Common Stock or publicly disclose the intention to make any such
offer, sale, pledge, disposal or filing, without the prior written consent of
Credit Suisse First Boston Corporation, for a period of two years after the date
of this Prospectus. See "Underwriting."

40
42

UNDERWRITING

Upon the terms and subject to the conditions contained in an Underwriting
Agreement dated , 1997 (the "Underwriting Agreement"), the
underwriters named below (the "Underwriters"), for whom Credit Suisse First
Boston Corporation is acting as representative (the "Representative"), have
severally but not jointly agreed to purchase from the Company and the Selling
Shareholders the following respective numbers of shares of Common Stock:

NUMBER
UNDERWRITER OF SHARES
------------------------------------------------------------------ ----------

Credit Suisse First Boston Corporation............................
Invemed Associates, Inc...........................................
---------
Total................................................... 1,640,000
=========

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all the shares of Common Stock
offered hereby (other than those shares covered by the over-allotment option
described below) if any are purchased. The Underwriting Agreement provides that,
in the event of a default by an Underwriter, in certain circumstances the
purchase commitments of non-defaulting Underwriters may be increased or the
Underwriting Agreement may be terminated.

The Selling Shareholders have granted to the Underwriters an option,
expiring at the close of business on the 30th day after the date of this
Prospectus, to purchase up to 246,000 additional shares from the Selling
Shareholders at the public offering price, less the underwriting discount and
commissions, all as set forth on the cover page of this Prospectus. Such option
may be exercised only to cover over-allotments in the sale of the shares of
Common Stock offered hereby. To the extent such option is exercised, each
Underwriter will become obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional shares of Common Stock as
it was obligated to purchase pursuant to the Underwriting Agreement.

The Company and the Selling Shareholders have been advised by the
Representative that the Underwriters propose to offer shares of the Common Stock
to the public at the public offering price set forth on the cover page of this
Prospectus and, through the Representative, to certain dealers at such price
less a concession of $ per share, and the Underwriters and such dealers may
allow a discount of $ per share on sales to certain other dealers.

In accordance with Rule 2720 of the National Association of Securities
Dealers, Inc. ("NASD") Conduct Rules, there will be no discretionary sales by
any of the Underwriters.

The Company, its officers and directors, the Selling Shareholders and
certain other shareholders have agreed not to offer, sell, contract to sell,
pledge or otherwise dispose of, directly or indirectly, or file or cause to be
filed with the Commission a registration statement under the Securities Act
relating to, any shares of the Common Stock or securities or other rights
convertible into or exchangeable or exercisable for any shares of Common Stock
or publicly disclose the intention to make any such offer, sale, pledge,
disposal or filing, without the prior written consent of the Representative, for
a period of two years after the date of this Prospectus.

The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including civil liabilities under the
Securities Act, or to contribute to payments that the Underwriters may be
required to make in respect thereof.

The Underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions, penalty bids and "passive" market making in
accordance with Regulation M under the Exchange Act. Over-allotment involves
syndicate sales in excess of the offering size, which creates a syndicate short
position for the Underwriters. Stabilizing transactions permit bids to purchase
the underlying security so long as the stabilizing bids do not exceed a
specified maximum. Syndicate covering transactions involve purchases of shares
of Common Stock in the open market after the distribution has been completed in
order to cover syndicate short positions. In "passive" market making, market
makers in the Common Stock who are Underwriters or prospective underwriters may,
subject to certain limitations, make bids or purchases of shares of Common Stock

41
43

until the time, if any, at which a stabilizing bid is made. Penalty bids permit
the Underwriters to reclaim a selling concession from a syndicate member when
the shares of Common Stock originally sold by such syndicate member are
purchased in a syndicate covering transaction to cover syndicate short
positions. Such stabilizing transactions, syndicate covering transactions and
penalty bids may cause the price of the shares of Common Stock to be higher than
they would otherwise be in the absence of such transactions. These transactions
may be effected on The Nasdaq National Market or otherwise and, if commenced,
may be discontinued at any time.

Invemed has provided financial advisory services to the Company in the
past, for which customary compensation has been received. Kenneth G. Langone, a
director and shareholder of the Company, is Chairman of the Board, Chief
Executive Officer and President of Invemed and is the principal shareholder of
Invemed's parent. Invemed is a shareholder of the Company. See "Principal and
Selling Shareholders" and "Certain Transactions." By virtue of Invemed's
beneficial ownership of voting securities of the Company, Invemed may be deemed
to be an affiliate of the Company under the NASD Conduct Rules. The Offering,
therefore, is being conducted in accordance with the applicable provisions of
Rule 2720 of the NASD Conduct Rules.

Credit Suisse First Boston Corporation has provided financial advisory
services to the Company in the past, including certain financial advisory
services to Patlex in connection with the Reorganization, for which customary
compensation has been received.

42
44

NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the Common Stock in Canada is being made only on a
private placement basis exempt from the requirement that the Company prepare and
file a prospectus with the securities regulatory authorities in each province
where trades of the Common Stock are effected. Accordingly, any resale of the
Common Stock in Canada must be made in accordance with applicable securities
laws which will vary depending on the relevant jurisdiction, and which may
require resales to be made in accordance with available statutory exemptions or
pursuant to a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek legal advice
prior to any resale of the Common Stock.

REPRESENTATIONS OF PURCHASERS

Each purchaser of Common Stock in Canada who receives a purchase
confirmation will be deemed to represent to the Company and the Selling
Shareholders and the dealer from whom such purchase confirmation is received
that (i) such purchaser is entitled under applicable provincial securities laws
to purchase such Common Stock without the benefit of a prospectus qualified
under such securities laws, (ii) where required by law, such purchaser is
purchasing as principal and not as agent, and (iii) such purchaser has reviewed
the text above under "Resale Restrictions."

RIGHTS OF ACTION (ONTARIO PURCHASERS)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws. Following a
decision of the U.S. Supreme Court, it is possible that Ontario purchasers will
not be able to rely upon the remedies set out in Section 12(2) of the United
States Securities Act of 1933 where securities are being offered under a U.S.
private placement memorandum such as this document.

ENFORCEMENT OF LEGAL RIGHTS

All of the issuers' directors and officers, as well as the experts named
herein and the Selling Shareholders, may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or such persons. All or a substantial
portion of the assets of the issuer and such persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or such persons in Canada or to enforce a judgment obtained in
Canadian courts against such issuer or persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of Common Stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
Common Stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order #95/17, a copy of which may be obtained from the Company. Only one such
report must be filed in respect of Common Stock acquired on the same date and
under the same prospectus exemption.

TAXATION AND ELIGIBILITY FOR INVESTMENT

Canadian purchasers of Common Stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the Common
Stock in their particular circumstances and with respect to the eligibility of
the Common Stock for investment by the purchaser under relevant Canadian
legislation.

43
45

EXPERTS

The consolidated balance sheets of the Company as of December 31, 1996 and
1995 and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the years ended December 31, 1996 and
December 31, 1995, included in this Prospectus and the related financial
statement schedule incorporated by reference in the Registration Statement have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing herein and incorporated by reference in the Registration
Statement, and are included and incorporated by reference in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing.

The statements of operations, changes in stockholders' equity and cash
flows of DBT for the year ended December 31, 1994, included in this Prospectus,
and the related financial statement schedule incorporated by reference in the
Registration Statement, have been audited by Ahearn, Jasco + Company, P.A.,
independent auditors, as stated in their reports appearing herein and
incorporated by reference in the Registration Statement, and are included and
incorporated by reference in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.

The financial statements of Patlex as of June 30, 1996 and 1995, and for
the years then ended incorporated by reference in this Prospectus have been
audited by Ernst & Young LLP, independent auditors, as stated in their reports
appearing therein and incorporated herein by reference. Such financial
statements are incorporated by reference herein in reliance upon such reports
given upon authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Certain
legal matters in connection with the Offering will be passed upon for the
Underwriters by Dewey Ballantine, New York, New York.

ADDITIONAL INFORMATION

The Company is subject to the information requirements of the Exchange Act,
and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at its regional offices
located at 7 World Trade Center, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Company's Common Stock is quoted on The Nasdaq National
Market. Reports, proxy statements and other information concerning the Company
can be inspected at the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006. The Commission maintains a web site that
contains all information filed electronically by the Company. The address of the
Commission's web site is http://www.sec.gov.

This Prospectus constitutes a part of a registration statement on Form S-3
(herein, together with all amendments and exhibits thereto, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act, with respect to the securities offered hereby. This Prospectus
does not contain all the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. Reference is hereby made to the Registration Statement and to
the exhibits thereto for further information with respect to the Company and the
securities offered hereby. Copies of the Registration Statement and the exhibits
thereto are on file at the offices of the Commission and may be obtained upon
payment of the prescribed fee or may be examined without charge at the public
reference facilities of the Commission described above. Statements contained
herein concerning the provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by reference to the
copy of the applicable document filed with the Commission.

44
46

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission (File No.
0-9111) are incorporated by reference in this Prospectus:

(1) Annual Report on Form 10-K for the year ended December 31, 1996.

(2) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997.

(3) The financial statements of Patlex as of June 30, 1995 and 1996
and for the fiscal years then ended included in the Current Report on Form
8-K/A-1 filed November 4, 1996.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
into this Prospectus.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. These documents (not including exhibits to the
documents incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that the Prospectus incorporates)
are available without charge to each person to whom a Prospectus is delivered
upon written or oral request. Requests should be directed to DBT Online, Inc.,
c/o J. Henry Muetterties, 5550 West Flamingo Road, Suite B-5, Las Vegas, Nevada
89103.

45
47

DBT ONLINE, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE
----

Consolidated Balance Sheet as of March 31, 1997 (Unaudited)........................... F-2
Consolidated Statements of Operations for the three months ended March 31, 1997 and
1996 (Unaudited).................................................................... F-3
Consolidated Statements of Cash Flows for the three months ended March 31, 1997 and
1996 (Unaudited).................................................................... F-4
Notes to Consolidated Financial Statements (Unaudited)................................ F-5
Report of Deloitte & Touche LLP, Independent Auditors................................. F-6
Report of Ahearn, Jasco + Company, P.A., Independent Auditors......................... F-7
Consolidated Balance Sheets as of December 31, 1996 and 1995.......................... F-8
Consolidated Statements of Operations for the years ended December 31, 1996, 1995 and
1994................................................................................ F-9
Consolidated Statements of Changes in Stockholders' Equity for the years ended
December 31, 1996, 1995 and 1994.................................................... F-10
Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995 and
1994................................................................................ F-11
Notes to Consolidated Financial Statements............................................ F-12

F-1
48

DBT ONLINE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

MARCH 31,
1997
-----------

ASSETS
Current assets:
Cash and cash equivalents..................................................... $ 4,614,500
Accounts receivable, less allowance of $260,500............................... 3,531,800
Prepaid expenses and other current assets..................................... 441,100
-----------
Total current assets.................................................. 8,587,400
Property and equipment, net..................................................... 6,395,300
Patents, less amortization of $1,046,100........................................ 12,796,700
Other assets.................................................................... 709,600
-----------
Total assets.......................................................... $28,489,000
===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities...................................... $ 2,834,600
Due to other patent interest holders.......................................... 1,385,200
Income taxes payable.......................................................... 481,600
Customer deposits............................................................. 348,600
-----------
Total current liabilities............................................. 5,050,000
Deferred income taxes........................................................... 4,317,800
-----------
Stockholders' equity:
Preferred stock, $.10 par value, 5,000,000 shares authorized; no shares issued
or outstanding............................................................. --
Common stock, $.10 par value, 40,000,000 shares authorized; 7,750,818 shares
issued and outstanding..................................................... 775,100
Additional paid in capital.................................................... 18,210,000
Retained earnings............................................................. 136,100
-----------
Total stockholders' equity............................................ 19,121,200
-----------
Total liabilities and stockholders' equity............................ $28,489,000
===========

See notes to consolidated financial statements.

F-2
49

DBT ONLINE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

THREE MONTHS ENDED MARCH 31,
-----------------------------
1997 1996
----------- -----------

Revenues.......................................................... $ 6,081,500 $ 3,349,800
Patent royalties.................................................. 1,517,500 --
---------- ----------
Total revenues and royalties............................ 7,599,000 3,349,800
Cost of revenues.................................................. 3,270,700 1,552,500
Selling and promotion............................................. 593,000 315,900
Research and development.......................................... 529,700 398,500
General and administrative........................................ 1,800,300 767,100
---------- ----------
Total expenses.......................................... 6,193,700 3,034,000
---------- ----------
Income from operations............................................ 1,405,300 315,800
Interest income (expense), net.................................... 31,300 (35,400)
---------- ----------
Income before income taxes........................................ 1,436,600 280,400
Provision for income taxes........................................ 545,900 105,500
---------- ----------
Net income........................................................ $ 890,700 $ 174,900
========== ==========
Net income per common share....................................... $ 0.11 $ 0.03
========== ==========
Weighted average shares outstanding............................... 8,053,000 5,127,600
========== ==========

See notes to consolidated financial statements.

F-3
50

DBT ONLINE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

THREE MONTHS ENDED MARCH
31,
--------------------------
1997 1996
----------- ----------

Cash flows from operating activities:
Net income....................................................... $ 890,700 $ 174,900
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization................................. 1,127,500 399,200
Deferred taxes................................................ (21,400) (21,300)
Changes in operating assets and liabilities:
Accounts receivable......................................... (1,134,200) (389,900)
Prepaid expenses and other current assets................... (66,000) (23,500)
Accounts payable and accrued liabilities.................... 1,181,400 80,700
Due to other patent interest holders........................ (26,100) --
Income taxes payable........................................ (136,600) --
Customer deposits........................................... 26,300 23,200
----------- ----------
Net cash provided by operating activities................ 1,841,600 243,300
Cash flows from investing activities:
Property and equipment purchased................................. (1,004,100) (1,010,700)
Increase in deposits, and other.................................. (207,300) (82,600)
----------- ----------
Net cash used in investing activities.................... (1,211,400) (1,093,300)
Cash flows from financing activities:
Net change in bank line-of-credit................................ (200,000) 500,000
Repayments on long-term debt..................................... (2,781,300) (278,500)
----------- ----------
Net cash (used in) provided by financing activities...... (2,981,300) 221,500
----------- ----------
Net decrease in cash and cash equivalents.......................... (2,351,100) (628,500)
Cash and cash equivalents at beginning of period................. 6,965,600 1,642,700
----------- ----------
Cash and cash equivalents at end of period....................... $ 4,614,500 $1,014,200
=========== ==========

See notes to consolidated financial statements.

F-4
51

DBT ONLINE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements include the amounts of
DBT Online, Inc. (the "Company") and its wholly-owned subsidiaries, Database
Technologies, Inc., a Florida corporation ("DBT") and Patlex Corporation (since
August 20, 1996, date of merger), a Pennsylvania corporation ("Patlex"). The
interim consolidated financial statements as of March 31, 1997 and for the three
months ended March 31, 1997 and 1996 are unaudited. All significant intercompany
accounts and transactions have been eliminated. The accompanying consolidated
financial statements reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the financial position, results
of operations and cash flows for the interim periods presented. Such adjustments
consist solely of normal recurring accruals. Results for the interim periods are
not necessarily indicative of results for a full year.

2. PRO FORMA INFORMATION

On August 20, 1996, the former shareholders of Patlex approved a plan of
reorganization pursuant to which the Company was reorganized into a holding
company structure and each share of Patlex was converted into a share of the
Company. Also on August 20, 1996, a wholly-owned subsidiary of the Company
merged with DBT. Pursuant to the terms of the merger and reorganization, the
former shareholders of Patlex own approximately 33.2% of the Company and the
former owners of DBT own 66.8% of the Company, based on the shares and options
outstanding at August 20, 1996. For accounting purposes, the transaction is
treated as a purchase of Patlex with DBT as the accounting acquirer.

If the merger and reorganization had been completed on January 1, 1996, pro
forma results for the three months ended March 31, 1996 would be as follows (the
pro forma information is not necessarily indicative of the combined results of
operations that would have occurred had the merger and reorganization been
completed as of January 1, 1996):

Revenues......................................... $5,159,800
Net Income....................................... $ 534,600
Net Income Per Common Share...................... $ 0.07

F-5
52

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of DBT Online, Inc. and subsidiaries:

We have audited the accompanying consolidated balance sheets of DBT Online,
Inc. (the "Company") and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for the years then ended. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of DBT Online, Inc. and
subsidiaries as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.

DELOITTE & TOUCHE LLP
Certified Public Accountants

Fort Lauderdale, Florida
March 26, 1997

F-6
53

INDEPENDENT AUDITORS' REPORT

To the Stockholders of Database Technologies, Inc.:

We have audited the statements of operations, changes in stockholders'
equity, and cash flows of Database Technologies, Inc. (the "Company") for the
year ended December 31, 1994. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the Company's results of operations and cash flows for
the year ended December 31, 1994 in conformity with generally accepted
accounting principles.

AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants

Pompano Beach, Florida
January 20, 1995

F-7
54

DBT ONLINE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AT DECEMBER 31,
--------------------------
1996 1995
----------- -----------

ASSETS
Current assets:
Cash and cash equivalents........................................ $ 6,965,600 $ 1,642,700
Accounts receivable, less allowance: 1996 -- $250,000;
1995 -- $17,500............................................... 2,397,600 839,400
Due from principal shareholder................................... -- 200,000
Prepaid expenses and other current assets........................ 375,100 253,900
----------- -----------
Total current assets..................................... 9,738,300 2,936,000
Property and equipment, net........................................ 6,064,300 3,128,700
Patents, less amortization: 1996 -- $622,300....................... 13,220,500 --
Other assets....................................................... 532,900 492,500
----------- -----------
Total assets............................................. $29,556,000 $ 6,557,200
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities......................... $ 1,653,200 $ 968,500
Current portion of long-term debt................................ 1,415,500 1,010,300
Bank line-of-credit.............................................. 200,000 100,000
Due to other patent interest holders............................. 1,411,300 --
Income taxes payable............................................. 618,200 --
Customer deposits................................................ 322,300 207,300
Deferred income taxes............................................ -- 141,400
----------- -----------
Total current liabilities................................ 5,620,500 2,427,500
----------- -----------
Long-term debt, less current portion............................... 1,365,800 1,531,300
Deferred income taxes.............................................. 4,339,200 --
Stockholders' equity:
Preferred stock, $.10 par value, 5,000,000 shares authorized; no
shares issued or outstanding.................................. -- --
Common stock, 40,000,000 shares authorized; 7,723,806 shares $.10
par value and 5,127,624 shares $.001 par value issued and
outstanding at December 31, 1996 and 1995, respectively....... 772,400 5,100
Additional paid-in capital....................................... 18,212,700 3,867,300
Accumulated deficit.............................................. (754,600) (1,274,000)
----------- -----------
Total stockholders' equity............................... 18,230,500 2,598,400
----------- -----------
Total liabilities and stockholders' equity............... $29,556,000 $ 6,557,200
=========== ===========

See notes to consolidated financial statements.

F-8
55

DBT ONLINE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31,
----------------------------------------
1996 1995 1994
----------- ----------- ----------

Revenues............................................... $16,321,300 $ 8,076,300 $2,751,100
Patent royalties....................................... 2,382,000 -- --
----------- ----------- ----------
Total revenues and royalties................. 18,703,300 8,076,300 2,751,100
----------- ----------- ----------
Cost of revenues....................................... 8,996,300 3,372,300 856,200
Selling and promotion.................................. 1,930,400 1,025,700 287,100
Research and development............................... 2,052,300 1,017,000 552,700
General and administrative............................. 4,814,800 1,908,100 609,900
Loss on IRB transaction................................ -- 1,660,100 --
----------- ----------- ----------
Total expenses............................... 17,793,800 8,983,200 2,305,900
----------- ----------- ----------
Income (loss) from operations.......................... 909,500 (906,900) 445,200
Interest expense, net.................................. (159,100) (76,100) (15,400)
----------- ----------- ----------
Income (loss) before income taxes...................... 750,400 (983,000) 429,800
Provision for income taxes............................. 231,000 208,700 --
----------- ----------- ----------
Net income (loss)...................................... $ 519,400 $(1,191,700) $ 429,800
=========== =========== ==========
Net income (loss) per common share..................... $ 0.08 $ (0.27) $ 0.11
=========== =========== ==========
Weighted average shares outstanding.................... 6,177,300 4,417,800 3,937,600
=========== =========== ==========
Pro Forma:
Provision for income taxes........................... $ 247,600 $ 122,300
=========== ==========
Net income (loss).................................... $(1,230,600) $ 307,500
=========== ==========
Net income (loss) per common share................... $ (0.28) $ 0.08
=========== ==========

See notes to consolidated financial statements.

F-9
56

DBT ONLINE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

COMMON STOCK
--------------------- ADDITIONAL RETAINED
NUMBER PAID-IN EARNINGS
OF SHARES PAR VALUE CAPITAL (DEFICIT) TOTAL
--------- --------- ----------- ----------- -----------

Balance at January 1, 1994........... 3,937,645 $ 3,900 $ 78,600 $ 56,000 $ 138,500
S Corporation distributions........ -- -- -- (16,000) (16,000)
Net income......................... -- -- -- 429,800 429,800
--------- -------- ----------- ----------- -----------
Balance at December 31, 1994......... 3,937,645 3,900 78,600 469,800 552,300
S Corporation distributions........ -- -- -- (117,400) (117,400)
Record distribution payable and
other adjustments upon S
Corporation termination......... -- -- 230,700 (434,700) (204,000)
Stock issued for acquisition of
assets, net..................... 192,551 200 485,500 -- 485,700
Issuance of common stock for
cash............................ 997,428 1,000 3,072,500 -- 3,073,500
Net loss........................... -- -- -- (1,191,700) (1,191,700)
--------- -------- ----------- ----------- -----------
Balance at December 31, 1995......... 5,127,624 5,100 3,867,300 (1,274,000) 2,598,400
Adjustment for change in par
value........................... 507,700 (507,700)
Stock issued for acquisition....... 2,565,851 256,600 14,491,700 14,748,300
Exercise of stock options.......... 30,331 3,000 140,000 143,000
Stock options issued for services,
net of income taxes............. -- -- 221,400 -- 221,400
Net income......................... -- -- -- 519,400 519,400
--------- -------- ----------- ----------- -----------
Balance at December 31, 1996......... 7,723,806 $ 772,400 $18,212,700 $ (754,600) $18,230,500
========= ======== =========== =========== ===========

See notes to consolidated financial statements.

F-10
57

DBT ONLINE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31,
-------------------------------------------
1996 1995 1994
----------- ----------- -----------

Cash flows from operating activities:
Net income (loss).................................. $ 519,400 $(1,191,700) $ 429,800
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization................... 3,016,500 941,900 244,800
Deferred taxes.................................. (536,000) 141,400 --
Stock options issued for services............... 355,000 -- --
Loss on IRB transaction......................... -- 1,660,100 --
Changes in operating assets and liabilities (net of
effect of acquisition in 1996):
Accounts receivable and other receivables....... (922,000) (789,300) (240,100)
Prepaid insurance and expenses.................. (69,600) (143,900) (32,700)
Accounts payable and accrued liabilities........ (126,700) 752,900 189,500
Due to other patent interest holders............ 120,800 -- --
Income taxes payable............................ (996,200) -- --
Customer deposits............................... 115,000 135,500 61,500
----------- ----------- -----------
Net cash provided by operating
activities............................... 1,476,200 1,506,900 652,800
Cash flows from investing activities:
Property and equipment purchased................ (5,300,700) (3,115,600) (961,200)
IRB transaction................................. -- (1,373,000) --
Cash acquired in acquisition.................... 8,505,100 -- --
Increase in deposits, and other................. (40,400) (240,900) (116,000)
----------- ----------- -----------
Net cash used in investing activities...... 3,164,000 (4,729,500) (1,077,200)
Cash flows from financing activities:
Sale of common stock............................ -- 3,073,500 100
Net change in bank line-of-credit............... 100,000 100,000 --
Exercise of stock options....................... 143,000 -- --
Proceeds from long-term debt borrowings......... 1,500,000 2,364,000 775,000
Repayments on long-term debt.................... (1,260,300) (507,100) (101,300)
Repayment of note payable, shareholder and
other......................................... 200,000 -- (77,400)
S Corporation distributions..................... -- (321,400) (16,000)
----------- ----------- -----------
Net cash provided by financing
activities............................... 682,700 4,709,000 580,400
----------- ----------- -----------
Net increase in cash and cash equivalents............ 5,322,900 1,486,400 156,000
Cash and cash equivalents at beginning of year....... 1,642,700 156,300 300
----------- ----------- -----------
Cash and cash equivalents at end of year............. $ 6,965,600 $ 1,642,700 $ 156,300
=========== =========== ===========

See notes to consolidated financial statements.

F-11
58

DBT ONLINE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DBT Online, Inc. (the "Company"), through its Database Technologies, Inc.
("DBT") subsidiary is engaged principally in the electronic information
retrieval industry which provides on-line, real-time access to public records.
The Company, through its Patlex Corporation ("Patlex") subsidiary, is involved
in the patent enforcement and exploitation business whereby the Company collects
royalty fees from a group of laser patents. The Company is a holding company
created in connection with a merger consummated on August 20, 1996 that was
treated as a purchase by DBT of Patlex (a reverse acquisition) and a
recapitalization of DBT.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation -- The consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany accounts and transactions are eliminated.

Use of Estimates -- The preparation of consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and the accompanying notes. Actual results
could differ from those estimates.

Cash and Cash Equivalents -- The Company considers all highly liquid
investments with an original maturity of three months or less to be cash
equivalents.

Property and Equipment -- Property and equipment is recorded at cost and
depreciated using accelerated methods over the estimated useful lives of the
assets. Useful lives range from five to seven years. Expenditures for routine
maintenance and repairs are charged to expense as incurred.

Patents -- The patent costs are amortized on a straight-line basis over the
remaining lives of the patents.

Revenue Recognition -- The Company recognizes revenue at the time of
customer access. Accounts receivable are primarily with law enforcement
agencies, insurance companies, and similar users of public records. Patent
royalties are recognized pursuant to license agreements that require the
licensees to periodically report activity to the Company. The Company's
customers are numerous and spread over a wide geographic area. As such, the
Company believes that it does not have an abnormal concentration of credit risk
within any one market or any one geographic area.

Research and Development Costs -- Costs for research and development
activities are expensed as incurred and aggregated $2,052,300, $1,017,000 and
$552,700 for years ended December 31, 1996, 1995 and 1994, respectively.

Fair Value of Financial Instruments -- The carrying amounts of cash and
cash equivalents, accounts receivable and accounts payable approximates fair
value due to their short-term nature. The carrying amount of long-term debt
approximates fair value due to its stated interest rate approximating a market
rate.

Net Income (Loss) per Common Share -- Net income (loss) per common share is
determined by dividing net income by the weighted average shares outstanding.
The weighted average shares outstanding include the effect of stock options, if
dilutive.

Reclassifications -- Certain 1994 and 1995 amounts were reclassified to
conform with the 1996 presentation.

New Accounting Pronouncements -- The Company adopted the provisions of
Statement of Financial Accounting Standards No. 121 ("SFAS No. 121"),
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of," in 1996. The effects of adopting SFAS No. 121 were not material
in relation to the Company's financial statements.

In accordance with SFAS No. 121, management reviews long-lived assets for
possible impairment whenever events or circumstances indicate that the carrying
amount of an asset may not be recoverable. If there is an indication of
impairment, management prepares an estimate of future cash flows (undiscounted
and without

F-12
59

DBT ONLINE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

interest charges) expected to result from the use of the asset and its eventual
disposition. If these cash flows are less than the carrying amount of the asset,
an impairment loss is recognized to write down the asset to its estimated fair
value. Assets, if any, for which management has committed to a plan to dispose
of the assets, whether by sale or abandonment, are reported at the lower of
carrying amount or fair value less cost to sell. Preparation of estimated
expected future cash flows is inherently subjective and is based on management's
best estimate of assumptions concerning future conditions.

The Company adopted the provisions of Statement of Financial Accounting
Standard No. 123 ("SFAS No. 123"), "Accounting for Stock-Based Compensation," in
1996 (See Note 11).

2. ACQUISITION

On August 20, 1996, the former shareholders of Patlex approved a plan of
reorganization pursuant to which the Company was reorganized into a holding
company structure and each share of Patlex was converted into a share of the
Company. Also on August 20, 1996, a wholly-owned subsidiary of the Company
merged with Database Technologies, Inc. Pursuant to the terms of the merger and
reorganization, the former shareholders of Patlex own approximately 33.2% of the
Company and the former owners of Database Technologies, Inc. own 66.8% of the
Company, based on the shares and options outstanding at August 20, 1996. For
accounting purposes, the transaction is treated as a purchase of Patlex with DBT
as the accounting acquirer.

The purchase price was determined based on the 2,947,714 shares of Company
common stock and stock options issued (based on the number of shares of Patlex
common stock and options to purchase Patlex common stock outstanding immediately
prior to the merger, as prescribed by the merger agreement) which were valued at
$14,060,000 together with transaction costs of $689,000 and has been allocated
to Patlex's assets and liabilities based upon their estimated fair values at
August 20, 1996. A summary of such allocation follows:

Current Assets, including cash of $8,505,100............................ $ 8,966,000
Investment in Patents................................................... 13,844,000
Other Assets............................................................ 27,000
Current Liabilities..................................................... (3,715,000)
Other Liabilities....................................................... (4,373,000)
-----------
Total purchase price.......................................... $14,749,000
==========

As a consequence of this transaction, the consolidated financial statements
include the results of operations for Patlex for the period from August 20,
1996, forward.

If the merger and reorganization had been completed on January 1, 1995, pro
forma results for the years ended December 31, 1996 and 1995 would be as follows
(the pro forma information is not necessarily indicative of the consolidated
results of operations that would have occurred had the merger and reorganization
been completed as of January 1, 1995):

PRO FORMA (UNAUDITED)
YEAR ENDED DECEMBER 31,
---------------------------
1996 1995
----------- -----------

Revenue................................................... $24,017,300 $15,094,300
Net Income................................................ 2,688,200 801,300
Net Income Per Common Share............................... 0.34 0.11

F-13
60

DBT ONLINE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following:

AT DECEMBER 31,
-------------------------
1996 1995
---------- ----------

Computer equipment.......................................... $9,041,800 $3,999,500
Office furniture and equipment.............................. 442,500 232,000
Leasehold improvement....................................... 169,500 76,200
---------- ----------
Total cost.................................................. 9,653,800 4,307,700
Less: Accumulated depreciation.............................. (3,589,500) (1,179,000)
---------- ----------
Property and equipment, net................................. $6,064,300 $3,128,700
========== ==========

Depreciation expense was $2,394,200, $885,200 and $236,200 for the years
ended December 31, 1996, 1995 and 1994, respectively.

4. PATENTS

Patlex owns a 64% income interest in laser patent revenue relating to
certain patents relating to laser technology. The most commercially significant
of the Laser Patents is the Gas Discharge Laser Patent (U.S. Patent No.
4,704,583), which covers gas discharge lasers. In addition, the Laser Patents
consist of the Brewster Angle Window Patent (U.S. Patent No. 4,746,201), which
involves the use of an optical system including optical elements to polarize
light. The Gas Discharge Laser Patent expires in November 2004 and the Brewster
Angle Window Patent expires in May 2005. Upon the expiration of the applicable
patent, Patlex loses its right to exclude others from exploiting the inventions
claimed therein and, accordingly, the obligation of third parties to make
royalty payments to Patlex will cease.

5. LINE-OF-CREDIT AND DEBT

The Company has a $600,000 revolving line-of-credit with a commercial bank,
bearing interest at a rate of 1% over prime (8.25% and 9.50% at December 31,
1996 and 1995, respectively) and expiring March 31, 1997. The line-of-credit is
secured by substantially all assets of DBT and is personally guaranteed by the
principal shareholder of the Company. Outstanding borrowings on the
line-of-credit were $200,000 and $100,000 at December 31, 1996 and 1995,
respectively.

F-14
61

DBT ONLINE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Debt consists of the following:

AT DECEMBER 31,
-------------------------
1996 1995
---------- ----------

Note payable to a commercial bank with monthly principal
installments of $7,680 plus interest at 7.65% at December
31, 1996. The note matures in November 1997............... $ 84,400 $ 176,600
Note payable to a commercial bank with monthly principal
installments of $6,944 plus interest at 7.65% at December
31, 1996. The note matures in November 1997............... 76,400 159,700
Note payable to a commercial bank with monthly principal
installments of $27,778 plus interest at 7.74% at December
31, 1996. The note matures in July 1998................... 527,800 861,100
Note payable to a commercial bank with monthly principal
installments of $41,667 plus interest at 7.95% at December
31, 1996. The note matures in June 1999................... 1,250,000 0
Note payable to a commercial bank with monthly principal
installments of $35,111 plus interest at 7.85% at December
31, 1996. The note matures in December 1998............... 842,700 1,264,000
Note payable to a consortium of individuals, which is
non-interest bearing. The note was paid off in 1996....... 0 80,200
---------- ----------
Total debt.................................................. 2,781,300 2,541,600
Less: current portion....................................... 1,415,500 1,010,300
---------- ----------
Long-term portion........................................... $1,365,800 $1,531,300
========== ==========

All debt with the commercial bank was personally guaranteed by the
principal shareholder of the Company and secured by substantially all assets of
the Company. In addition, the Company must maintain certain financial ratios and
comply with specified covenants.

Subsequent to December 31, 1996, the Company paid off its line-of-credit
and all of its long-term debt. In addition, the line-of-credit is no longer
guaranteed by the principal shareholder of the Company.

6. STOCKHOLDERS' EQUITY

In connection with the acquisition of Patlex, the Company issued to the
former DBT shareholders 2.95 shares of its common stock for each DBT common
share. This exchange was accounted for as a stock split and, accordingly, all
share information presented in the accompanying financial statements has been
restated. In addition, the par value of the Company's common stock issued in
connection with the merger and reorganization was increased to $0.10 from the
$.001 par value of DBT's common stock.

F-15
62

DBT ONLINE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. INCOME TAXES

Significant components of the provision for income taxes are as follows:

YEAR ENDED DECEMBER
31,
---------------------
1996 1995
-------- --------

Current:
Federal...................................................... $667,000 $ 61,000
State........................................................ 100,000 6,300
-------- --------
767,000 67,300
Deferred:
Federal...................................................... (492,700) (9,300)
State........................................................ (43,300) (4,500)
Deferred tax liability established July 1, 1995................ 155,200
-------- --------
(536,000) 141,400
-------- --------
Provision for income taxes..................................... $231,000 $208,700
======== ========

Included in the 1995 provision is $155,200 in deferred income taxes
established resulting from the termination of the S Corporation election. There
was no provision for income tax in 1994 due to the Company's S Corporation
status.

Deferred income taxes reflect the net income tax effects of temporary
differences between the carrying amounts of assets and the liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Annual changes in these temporary differences constitute the principal
reconciling items between pretax accounting income and taxable income.
Significant components of the Company's deferred tax liabilities and assets as
of December 31, 1996 and 1995 are as follows:

1996 1995
---------- --------

Deferred tax liabilities:
Patents.................................................... $4,503,400
Cash basis accounting...................................... 102,400 $157,900
Purchased data............................................. 102,400 108,300
---------- --------
4,708,200 266,200
Deferred tax assets:
Depreciation............................................... 171,500 124,800
Research and development tax credits....................... 110,000
IRB loss carryforward...................................... 196,000
Reserves and other......................................... 87,500
---------- --------
565,000 124,800
Valuation allowance........................................ (196,000)
---------- --------
Net deferred income tax liability............................ $4,339,200 $141,400
========== ========

DBT has a capital loss carryover of approximately $700,000 for tax
purposes, which expires in 2000. This loss results from the IRB transaction. The
related deferred tax asset has been completely offset by a valuation allowance,
as it is more likely than not that this asset will not be realized prior to its
expiration.

F-16
63

DBT ONLINE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The reconciliation of income tax computed at the federal statutory rate to
income tax expense is as follows:

YEAR ENDED
DECEMBER 31,
-------------
1996 1995
---- ----

Federal statutory rate................................................. 34% (34)%
Non deductible merger expenses......................................... 7 --
Loss on IRB transaction................................................ -- 61
Research and development tax credit.................................... (15) --
Income taxed as an S corporation through July 1, 1995.................. -- (21)
Effect of change in tax status from S corporation...................... -- 17
State income taxes, net of federal income tax benefit.................. 6 (2)
--- ---
32% 21%
=== ===

The Company paid income taxes of $1,809,202 and $16,500 in 1996 and 1995,
respectively. No income taxes were paid in 1994.

8. DUE FROM PRINCIPAL SHAREHOLDER

During 1995, the Company lent $200,000 to its principal shareholder. The
loan was unsecured, bearing interest at prime and was repaid in 1996.

9. IRB TRANSACTION

Effective July 1, 1995, the Company purchased for cash and stock all of the
outstanding shares of common stock of International Research Bureau, Inc.
("IRB"). Subsequent to the acquisition, the Company reevaluated the future
potential of IRB's core document retrieval business and concluded that IRB's
assets, other than its on-line customer list, had no future value. Factors which
led the Company's management to this evaluation included the conclusions that
the Company's technology was superior to IRB's and that IRB's data was
duplicative of data which the Company already possessed. On December 13, 1995,
IRB's shares were transferred back to the original owners of IRB in exchange for
DBT common stock. Because the Company's ownership of IRB was temporary, DBT has
accounted for its investment in IRB using the equity method.

As a result of these transactions, the Company acquired IRB's customer list
for its on-line business and a covenant not to compete. The assets of the
Company given up included cash of $1,000,000; common stock valued at $485,700
(after accounting for the returned shares); and investments in the operations of
IRB and other costs totaling $373,000. Management's estimate of the fair value
of the acquired assets, totaling $198,600, was recorded on DBT's balance sheet,
and the remainder of the costs incurred were charged to operations.

10. COMMITMENTS AND CONTINGENCIES

LITIGATION

The Company may be involved in litigation from time to time in the ordinary
course of its business. DBT is not currently involved in any litigation, or to
its knowledge, is any material litigation currently threatened.

Due to the nature of Patlex's business, and especially its involvement in
the enforcement of patent rights, Patlex is from time to time involved in
litigation with alleged infringers of the Laser Patents. Patlex regards all such
lawsuits as occurring in the ordinary course of business. Furthermore, as a
result of the involvement of the United States Patent and Trademark Office in
granting and denying patent applications and in conducting reexaminations of
patents, Patlex has in the past been required to prosecute appeals to the United
States District Court from Patent and Trademark Office rulings adverse to
Patlex's interest. No such appeals are pending at this time and Patlex does not
anticipate such appeals will be necessary in the future with regard to the Laser
Patents.

F-17
64

DBT ONLINE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In connection with suits filed against alleged patent infringers to enforce a
patent, defendants often file counterclaims seeking payment by the plaintiffs of
any damages suffered by the defendants on account of the lawsuit and
reimbursement by the plaintiffs of the defendant's costs and attorney's fees.
While such counterclaims have been filed against Patlex, to date Patlex has not
incurred liability with regard to such counterclaims. Patlex may also be
required to file suits to enforce collection and compliance under its patent
license agreements with its current licensees.

In November 1994, REFAC Financial Corporation ("REFAC") instituted a civil
action in the United States District Court, Eastern District of Pennsylvania,
alleging that Patlex improperly calculated the royalties due REFAC. The manner
in which the royalties due REFAC are calculated has been consistent for more
than eight years. Patlex believes that the royalties due REFAC have been
properly calculated, and that REFAC's claim is both without merit and
time-barred. On February 28, 1996, a special verdict adverse to Patlex was
returned. Post-trial motions were denied, and judgment in the total amount of
$192,780.76 was entered on July 10, 1996. The Company appealed the decision to
the United States Court of Appeals for the Third Circuit and that appeal is
expected to be decided in 1997. Patlex has accrued the amount of the REFAC
judgment plus interest through December 31, 1996.

ROYALTY AGREEMENT

On February 7, 1994, a debt and royalty agreement was entered into with a
consortium of seven individuals. During 1995, one of these seven became a
shareholder and director of DBT. The agreement provided the financing necessary
for DBT to enter the Texas market with its database services. The agreement
provided for a loan to DBT in February 1994 of $200,000 which was repaid in 1995
and a royalty agreement to share in the revenues of the Texas expansion up to
$800,000, computed as 10% of specified revenues from Texas operations. Through
December 31, 1996, the Company had paid $59,900 relating to such royalties.

EMPLOYMENT AGREEMENTS

In March 1991, Patlex entered into an employment agreement with its
chairman, Mr. Borman, effective January 1, 1991. The agreement provides for
minimum annual compensation of $145,000 and provides for an initial three-year
employment period which is automatically extended for an additional year on its
anniversary date unless the Company notifies him it does not wish to extend the
term of the agreement. Patlex has entered into employment agreements with its
chief financial officer, controller and vice-president/general counsel which
have been extended through December 31, 1999 and provided for a base
compensation in 1996 of $103,000, $111,000, and $84,000, respectively, plus
bonuses and other incentive compensation.

LEASES

The Company leases all of its office space under agreements expiring on
various dates through 2001. Certain of these leases contain three-year renewal
options.

Future minimum payments under operating leases that have non-cancelable
terms in excess of one year are as follows:

YEARS ENDING
DECEMBER 31,
--------------------------------------------------------------------------

1997.................................................................... $305,700
1998.................................................................... 210,900
1999.................................................................... 63,700
2000.................................................................... 52,800
2001.................................................................... 26,400
--------
Total........................................................... $659,500
========

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65

DBT ONLINE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Rent expense was $327,700, $284,700 and $62,500, respectively, for the
years ended December 31, 1996, 1995, and 1994.

11. STOCK OPTIONS

The Company has incentive and non-qualified stock option plans for
directors and key employees and has 900,000 shares of Common Stock reserved for
issuance under these plans. The incentive and non-qualified options become
exercisable as determined by the Board of Directors and have a term of ten
years.

Option activity is summarized as follows:

WEIGHTED AVERAGE
NUMBER EXERCISE PRICE
OF SHARES PER SHARE
--------- ----------------

Acquired in connection with the acquisition and
reorganization........................................... 350,000 $ 4.75
Granted.................................................... 516,000 40.00
Exercised.................................................. (30,000) 4.75
Canceled................................................... (11,000) 40.00
------- ------
Outstanding at December 31, 1996........................... 320,000 4.75
505,000 40.00
Exercisable at December 31, 1996........................... 320,000 4.75
45,000 40.00

The options with a $4.75 exercise price have a remaining contractual life
of 8.8 years and those with a $40 exercise price have a remaining contractual
life of 9.6 years.

In addition, there are 31,978 options outstanding (all exercisable) for
which no consideration will accrue to the Company. Of those outstanding, 332
options were exercised in 1996.

The Company accounts for stock options issued to employees in accordance
with Accounting Principles Board Opinion No. 25 ("APB No. 25"), Accounting for
Stock Issued to Employees. The Company's employee stock options are issued with
exercise prices which equal the market price of the Company's common stock on
the date of grant and, consequently, no compensation expense is recognized.

SFAS No. 123 requires entities that account for awards for stock-based
compensation to employees in accordance with APB No. 25 to present pro forma
disclosures of net income and earnings per share as if compensation cost was
measured at the date of grant based on the fair value of the award. The fair
value for these options was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted-average assumptions for 1996: a
risk-free interest rate of 6.5%, no dividend yield, a volatility factor of the
expected market price of the Company's common stock of 47% and a
weighted-average expected life of the option of 6 years. The fair value per
option is approximately $20 at December 31, 1996.

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

F-19
66

DBT ONLINE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
net income and net income per share would have been reduced to the following pro
forma amounts for the year ended December 31, 1996, as follows:

Net income:
As reported............................................................. $519,400
Pro forma............................................................... 179,400
Net income per share:
As reported............................................................. $ .08
Pro forma............................................................... .03

The above pro forma amounts reflect only the effect of stock options
granted subsequent to January 1, 1996. Accordingly, the pro forma amounts may
not be representative of the future effects on reported net income and earnings
per share that will result from the future granting of stock options, since the
pro forma compensation expense is allocated over the periods in which options
become exercisable and new option awards are granted each year.

12. BUSINESS SEGMENTS

With the acquisition of Patlex in August 1996, the Company operates in two
major segments: electronic information retrieval industry and the patent
enforcement and exploitation business. Information concerning the segments in
which the Company operates is shown in the table below. Operating profit is
derived as total revenues less operating expenses; interest expense and general
corporate expenses have not been considered. Identifiable assets by segment are
those assets that are used in the Company's operations in each segment. General
corporate assets consist primarily of cash and cash equivalents.

1996
-----------

Revenues:
DBT................................................................... $16,321,300
Patlex................................................................ 2,382,000
-----------
Consolidated revenues......................................... $18,703,300
===========
Operating profit:
DBT................................................................... $ 194,700
Patlex................................................................ 1,341,000
-----------
Segment operating profit...................................... 1,535,700
Interest expense........................................................ (159,100)
General corporate expense............................................... (626,200)
-----------
Consolidated income before income taxes............................... $ 750,400
===========
Identifiable assets:
DBT................................................................... $ 9,000,900
Patlex................................................................ 20,292,500
-----------
Total identifiable assets..................................... 29,293,400
General corporate assets.............................................. 262,600
-----------
Consolidated assets........................................... $29,556,000
===========

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67

DBT ONLINE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1996
-----------

Capital expenditures:
DBT................................................................... $ 5,277,400
Patlex................................................................ 23,300
-----------
Consolidated capital expenditures............................. $ 5,300,700
===========
Depreciation and amortization of identifiable assets:
DBT................................................................... $ 2,388,200
Patlex................................................................ 628,300
-----------
Consolidated depreciation and amortization of identifiable
assets....................................................... $ 3,016,500
===========

13. PRO FORMA INCOME TAXES AND EARNINGS (UNAUDITED)

As discussed in Note 7, having elected status as an S corporation, the
shareholders of DBT paid the federal income tax on DBT's earnings through June
30, 1995. Additionally, DBT was exempt from Florida state income tax on its
earnings during that period, as Florida does not separately tax S corporations.
As a result, no income tax expense was provided in the historical financial
statements for taxable income attributable to DBT through June 30, 1995;
however, as disclosed in the Consolidated Statement of Changes in Stockholders'
Equity, S corporation distributions were made to the shareholders to assist them
in making the corporate tax payments.

The pro forma amounts presented on the accompanying consolidated statements
of operations reflect the amount of income taxes, the resulting income after
taxes, and earning per share as if DBT had not made the election to be taxed as
an S corporation. The pro forma computation of taxes for 1995 excludes the loss
of the IRB transaction as the deferred tax asset arising from this loss has been
fully allowanced.

F-21
68

- ------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING SHAREHOLDER OR ANY
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH
DATE.

------------------

TABLE OF CONTENTS

PAGE
----

Prospectus Summary.................... 3
Risk Factors.......................... 8
Use of Proceeds....................... 13
Dividend Policy....................... 13
Price Range of Common Stock........... 13
Capitalization........................ 14
Selected Consolidated Financial and
Other Data.......................... 15
Unaudited Pro Forma Consolidated
Statement of Operations............. 17
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 18
Business.............................. 23
Management............................ 31
Certain Transactions.................. 36
Principal and Selling Shareholders.... 37
Description of Capital Stock.......... 38
Shares Eligible for Future Sale....... 40
Underwriting.......................... 41
Notice to Canadian Residents.......... 43
Experts............................... 44
Legal Matters......................... 44
Additional Information................ 44
Incorporation of Certain Documents by
Reference........................... 45
Index to Consolidated Financial
Statements.......................... F-1

- ------------------------------------------------------

(DBT ONLINE LOGO)

1,640,000 SHARES

COMMON STOCK
($.10 PAR VALUE)

PROSPECTUS
CREDIT SUISSE FIRST BOSTON

INVEMED ASSOCIATES, INC.
------------------------------------------------------
69

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the fees and other estimated expenses, other
than underwriting discounts and commissions, in connection with the issuance and
distribution of the shares of Common Stock being registered, all of which will
be paid by the Company:

Registration fee.................................................. $ 24,004
NASD filing fee................................................... 8,442
Nasdaq National Market listing fee................................ 17,500
Transfer agent and registrar fees................................. 5,000
Printing and engraving............................................ 75,000
Legal fees........................................................ 250,000
Accounting fees................................................... 100,000
Miscellaneous..................................................... 70,074
--------
Total................................................... $550,000
========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 1716 of the PBCL permits indemnification of officer and directors
in certain circumstances.

The Registrant's Articles of Incorporation and By-laws contain provisions
permitted by the PBCL (under which the Registrant is organized) that provide
that directors and officers will be indemnified by the Registrant to the fullest
extent permitted by law for all losses that may be incurred by them in
connection with any action, suit or proceeding in which they may become involved
by reason of their service as a director or officer of the Registrant. In
addition, the Registrant's Certificate of Incorporation contains provisions
permitted by the PBCL that limit the monetary liability of directors of the
Registrant for certain breaches of their fiduciary duty, and its Bylaws provide
for the advancement by the Registrant to directors and officers of expenses
incurred by them in connection with a proceeding of a type to which the duty of
indemnification applies. The Registrant has also entered into agreements with
its directors and certain officers that provide an independent right to
indemnification by the Registrant.

The Registrant has a directors' and officers' liability insurance policy
which affords officers and directors with insurance coverage for losses arising
from claims based on breaches of duty, negligence, error and other wrongful
acts.

ITEM 16. EXHIBITS.

The following exhibits are filed as part of this registration statement:

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------------------------------------------------------------------------------

1* Form of Underwriting Agreement
3.1* Amended and Restated Articles of Incorporation
3.2* Amended and Restated Bylaws
5* Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the shares being
registered
10.1+ Employment Agreement dated March 11, 1990 between Patlex and Frank Borman
10.2+ Employment Agreement dated September 15, 1992 between Patlex and Richard Laitinen
10.3+ Employment Agreement dated September 14, 1992 between Patlex and J. Henry
Muetterties

II-1
70

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------------------------------------------------------------------------------

10.4+ Security and Escrow Agreement dated September 29, 1992 between Patlex and NGN
Acquisition Corporation
10.5+ Standard Form of Licensing Agreement
10.6+ Purchase Agreement dated December 11, 1979 between Patlex and Gordon Gould
10.7+ Agreement dated January 31, 1982 among Patlex, Refac Technology Development
Corporation, Refac International Limited, Gordon Gould, NGN Acquisition Corporation
and the partnership of Lerner, David, Littenberg & Samuel
10.8+ Agreement dated October 1, 1984 among Patlex, Refac Technology Development
Corporation, East West Trade Services, Ltd. and Refac International, Ltd.
10.9+ Agreement dated 1986 among Patlex and NGN Acquisition Corporation, Gordon Gould and
Apollo Lasers, Inc.
10.10+ Letter of Clarification dated January 31, 1990 among Patlex, Gordon Gould and NGN
Acquisition Corporation
10.11+ Stock Purchase Agreement dated May 14, 1991 among Patlex, Sydney M. Irmas and
certain other shareholders
10.12** Amended and Restated Stock Option Plan
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ahearn, Jasco + Company, P.A.
23.3 Consent of Ernst & Young LLP
23.4* Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5)
24 Powers of Attorney (included on the signature page)

- ---------------
* To be filed by amendment.

** Incorporated by reference to the Company's Registration Statement on Form S-4
(File No. 333-2000).

+ Incorporated by reference to the Form 10-KSB of Patlex Corporation for the
year ended June 30, 1995.

ITEM 17. UNDERTAKINGS.

A. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

B. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

C. The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a

II-2
71

form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-3
72

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Pompano Beach, Florida
on May 1, 1997.

DBT ONLINE, INC.

By: /s/ HANK ASHER

------------------------------------

Hank Asher

President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

NAME CAPACITY DATE
- --------------------------------------------- ------------------------ ------------------

* Chairman of the Board of May 1, 1997
- --------------------------------------------- Directors
Frank Borman

/s/ HANK ASHER President, Chief May 1, 1997
- --------------------------------------------- Executive Officer and
Hank Asher Director (Principal
Executive Officer)

/s/ THOMAS L. SIMPSON Chief Operating Officer May 1, 1997
- --------------------------------------------- and Director
Thomas L. Simpson

* Director May 1, 1997
- ---------------------------------------------
Charles A. Asher

* Director May 1, 1997
- ---------------------------------------------
Gary E. Erlbaum

* Director May 1, 1997
- ---------------------------------------------
Jack Hight

* Director May 1, 1997
- ---------------------------------------------
Kenneth G. Langone

* Director May 1, 1997
- ---------------------------------------------
Eugene L. Step

* Director May 1, 1997
- ---------------------------------------------
Sari Zalcberg

/s/ TIMOTHY M. LEONARD Vice President, Finance, May 1, 1997
- --------------------------------------------- Treasurer and Chief
Timothy M. Leonard Financial Officer
(Principal Financial and
Accounting Officer)

*By: /s/ THOMAS L. SIMPSON May 1, 1997
----------------------------------------
Thomas L. Simpson
Attorney in Fact

II-4