SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

INFOCURE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
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was paid previously. Identify the previous filing by registration statement
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INFOCURE CORPORATION
1765 The Exchange
Suite 450
Atlanta, Georgia 30339

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 9, 1999

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

TO THE STOCKHOLDERS OF INFOCURE CORPORATION:

Notice is hereby given that a Annual Meeting of Stockholders of InfoCure
Corporation will be held on Wednesday, June 9, 1999 at 4:00 p.m. local time, at
the offices of InfoCure, 1765 The Exchange, Suite 450, Atlanta, Georgia, to
consider and act upon the following matters:

1. To elect two directors to hold office until the 2002 Annual Meeting of
Stockholders;
2. To ratify and approve the amendment of the InfoCure Corporation 1996
Stock Option Plan to increase the number of shares of common stock
reserved for issuance under such plan;
3. To ratify and approve the amendment of the InfoCure Corporation Employee
Stock Purchase Plan to increase the number of shares of common stock
reserved for issuance under such plan;
4. To ratify and approve the amendment of InfoCure's Length-of-Service
Nonqualified Stock Option Plan to increase the number of shares of
common stock reserved for issuance under such plan;
5. To ratify and approve restricted stock awards to Messrs. Fine, Price and
Perlman;
6. To ratify and approve the selection by the Board of Directors for the
year ending December 31, 1998 of BDO Seidman, LLP as independent
auditors for InfoCure; and
7. To transact such other business as may properly come before the meeting
or any adjournment of the meeting.

Stockholders of record at the close of business on April 19, 1999 will be
entitled to notice of and to vote at the meeting or any adjournment thereof.

All stockholders are cordially invited to attend the meeting.

By Order of the Board of Directors,

/s/ James K. Price
---------------------------------------
James K. Price
Executive Vice President and Secretary

May 14, 1999
Atlanta, Georgia

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE OR FOLLOW
INSTRUCTIONS ON THE PROXY TO VOTE OVER THE TELEPHONE IN ORDER TO ASSURE YOUR
REPRESENTATION AT THE MEETING. NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES. IN THE EVENT YOU ARE ABLE TO ATTEND THE MEETING, YOU MAY REVOKE
YOUR PROXY AND VOTE YOUR SHARES IN PERSON. PLEASE NOTE, HOWEVER, THAT IF YOUR
SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO
VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD OWNER A PROXY IN YOUR
NAME.

INFOCURE CORPORATION
1765 The Exchange
Suite 450
Atlanta, Georgia 30339

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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 9, 1999

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

General

This Proxy Statement and the enclosed proxy are furnished on behalf of the
Board of Directors of InfoCure Corporation, a Delaware corporation, for use at
a Annual Meeting of Stockholders to be held on June 9, 1999 at 4:00 p.m. local
time or at any adjournment or postponement of that meeting, for the purposes
set forth herein and in the accompanying Notice of Annual Meeting. The Annual
Meeting will be held at the offices of InfoCure, 1765 The Exchange, Suite 450,
Atlanta, Georgia. InfoCure intends to mail this Proxy Statement and the
accompanying proxy card on or about April 30, 1999 to all stockholders entitled
to vote at the Annual Meeting. All proxies will be voted in accordance with the
stockholder's instructions indicated by the selection set forth on the proxy
card. If a stockholder does not select a choice, the proxy will be voted in
favor of the proposals set forth in the accompanying Notice of Meeting. Any
proxy may be revoked by a stockholder at any time before it is exercised by
giving written notice to that effect to the Secretary of InfoCure.

As used in this Proxy Statement, the term "InfoCure" refers to InfoCure
Corporation and its subsidiaries, unless the context otherwise requires.

Stockholders Entitled to Vote

The Board of Directors has fixed April 19, 1999 as the record date for
determining stockholders who are entitled to vote at the meeting. At the close
of business on April 19, 1999, there were outstanding and entitled to vote
8,760,914 shares of common stock of InfoCure, par value $.001 per share and
850,060 shares of Convertible, Redeemable Preferred Stock, Series A, par value
$.001 per share (the "Series A Preferred"). Each stockholder of record on such
date will have one vote for each share of common stock and 1.18 votes for each
share of Series A Preferred.

As of April 19, 1999, holders of common stock had 90% of the general voting
power and holders of Series A Preferred had the remaining 10% of the general
voting power. Holders of common stock and holders of Series A Preferred will
vote together on the matters to be voted upon at the Annual Meeting.

The holders of one-third of the total shares of common stock and Series A
Preferred entitled to vote on the record date, whether present at the Annual
Meeting, or represented by proxy, will constitute a quorum for the transaction
of business at the Annual Meeting. The shares held by each stockholder who (a)
signs and returns the enclosed form of proxy or (b) submits a proxy over the
telephone according to the enclosed instructions will be counted for the
purposes of determining the presence of a quorum at the Annual Meeting, whether
or not the stockholder abstains on the matter to be acted on at the Annual
Meeting. Broker non-votes will also be counted toward fulfillment of quorum
requirements. A broker non-vote occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee
does not have discretionary voting power with respect to that proposal and has
not received instructions from the beneficial owner.

Solicitation

InfoCure will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this Proxy Statement and the
accompanying proxy card. Copies of solicitation materials will be furnished to
banks, brokerage houses, fiduciaries and custodians holding in their names
shares of common stock beneficially owned by others to forward to such
beneficial owners. InfoCure may reimburse persons representing beneficial
owners of common stock for their costs of forwarding solicitation materials to
such beneficial owners.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted by giving written notice of revocation
or a duly executed proxy bearing a later date to the Secretary of InfoCure, or
by attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.

Counting of Votes

The affirmative vote of the holders of a majority of the voting power of the
outstanding shares of InfoCure is required for the election of directors and
for the approval of each of the other matters which are to be submitted to the
stockholders at the Annual Meeting. Each proxy will be voted in accordance with
the stockholder's directions. Abstentions with respect to any matter to be
voted upon at the Annual Meeting will have the same effect as a vote against
the proposal. When the enclosed proxy is properly signed and returned, or when
the stockholder submits a proxy over the telephone, the shares which the proxy
represents will be voted at the Annual Meeting in accordance with the
instructions of the stockholder. In the absence of such instructions, the
shares represented by a signed or otherwise verified proxy will be voted in
favor of the proposal. All votes will be tabulated by the inspector of election
appointed for the meeting, who will separately tabulate affirmative and
negative notes, abstentions and broker non-votes.

STOCKHOLDER PROPOSALS

Proposals of stockholders that are intended to be presented at InfoCure's
2000 Annual Meeting of Stockholders must be received by InfoCure no later than
60 days prior to the date of such meeting in order to be included in the proxy
statement and proxy relating to that Annual Meeting. Stockholders are also
advised to review InfoCure's Bylaws, which contain additional requirements with
respect to advance notice of stockholder proposals and director nominations.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 19, 1999, the beneficial
ownership of InfoCure's outstanding common stock and preferred stock of: (a)
each director; (b) each stockholder known by InfoCure to be beneficial owners
of more than 5% of InfoCure's outstanding common stock or preferred stock; (c)
the Chief Executive Officer and the next four most highly compensated executive
officers of InfoCure in 1998; and (d) all executive officers and directors as a
group. The information reflects beneficial ownership as of a date that is prior
to InfoCure's recent public offering, described elsewhere in this proxy
statement under the caption "Recent Events."

Information with respect to "beneficial ownership" shown in the table below
is based on information supplied by the respective beneficial owner or by other
stockholders as well as filings made with the Securities and Exchange
Commission or furnished to InfoCure. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or
investment power with respect to securities. For purposes of calculating the
percentage beneficially owned, the shares of common stock deemed outstanding
include:

. 8,760,914 shares outstanding as of April 19, 1999;

. 1,000,070 shares issuable upon the conversion of the 850,060 shares of
Series A Preferred;

. 100,644 shares issuable upon conversion of a note payable and other
obligations; and

. shares issuable by InfoCure pursuant to warrants and options held by the
respective person or group which may be exercised within 60 days
following the date of this prospectus ("Presently Exercisable Options").

The shares outstanding exclude 47,500 shares that are issuable upon
attainment of vesting goals applicable to restricted stock awards. For each
person who beneficially owns shares of Series A Preferred, common stock
ownership reflects the conversion of such Series A Preferred shares into shares
of common stock at a conversion price of $8.50 per share.

Presently Exercisable Options are deemed to be outstanding and to be
beneficially owned by the person or group holding such options for the purpose
of computing the percentage ownership of such person or group but are not
treated as outstanding for the purpose of computing the percentage ownership of
any other person or group. Unless otherwise specified, the mailing address of
each beneficial owner is c/o InfoCure Corporation, 1765 The Exchange, Suite
450, Atlanta, Georgia 30339.

Common Stock Preferred Stock
Beneficially Owned Beneficially Owned
----------------------- --------------------------
Number of Number of
Name and Address of Shares of Percentage Shares of Percentage
Beneficial Owners Common Stock of Class Preferred Stock of Class
- ------------------- ------------ ---------- --------------- ----------

Frederick L. Fine (1)........ 527,718 5.9% -- --
James K. Price (2)........... 525,300 5.9 -- --
Richard E. Perlman (3)....... 352,055 3.9 -- --
Michael E. Warren (4)........ 84,192 * -- --
James D. Elliott (5)......... 28,886 * -- --
Raymond H. Welsh (5)......... 23,000 * -- --
R. Ernest Chastain (6)....... 56,569 * -- --
Donald M. Rogers (7)......... 91,828 1.2 -- --
All executive officers and
directors
as a group (11 persons) (8).. 1,802,328 19.4 -- --
Crescent International
Limited (9)................. 549,983 6.1 13,422 1.6%
William Herbert Hunt Trust
Estate (10)................. 548,932 6.0 268,440 31.6
Reid W. Simmons.............. 466,036 5.2 -- --
James D. Davis............... 465,036 5.2 -- --
James Ventures, L.P. (11).... 74,646 * 53,688 6.3

- --------
*Less than one percent.

(1) Includes 3,579 shares held by Mr. Fine for the benefit of his children and
1,193 shares held by a charitable trust over which he has sole voting and
investment control. Also includes 17,500 shares held in a deferred
compensation trust on behalf of Mr. Fine and 48,424 shares issuable upon
the exercise of Presently Exercisable Options.
(2) Includes 3,225 shares held by Mr. Price's brother as to which Mr. Price
maintains voting control. Also includes 15,000 shares held in a deferred
compensation trust on behalf of Mr. Price and 48,424 shares issuable upon
the exercise of Presently Exercisable Options.
(3) Includes (a) 195,691 shares held by Compass Partners, L.L.C., of which Mr.
Perlman holds a majority interest; (b) 110,000 shares issuable to Compass
Partners upon exercise of an outstanding warrant at an exercise price of
$5.50 per share; (c) 15,000 shares held in a deferred compensation trust
on behalf of Mr. Perlman; and (d) 47,364 shares issuable upon the exercise
of Presently Exercisable Options.
(4) Includes 34,330 shares issuable upon the exercise of Presently Exercisable
Options.
(5) Includes 5,000 shares issuable upon the exercise of Presently Exercisable
Options.
(6) Includes 55,271 shares issuable upon the exercise of Presently Exercisable
Options.

(7) Includes 40,511 shares held by Mr. Rogers' spouse. Also includes 10,000
shares issuable upon the exercise of Presently Exercisable Options.
(8) Includes (a) 10,177 shares held by Karen A. Lawrence, the spouse of Kurt
I. Lawrence, InfoCure's Vice President-Research and Development; and (b)
an aggregate of 272,137 additional shares issuable upon the exercise of
Presently Exercisable Options.
(9) According to a Schedule 13D filed by Crescent International Limited dated
December 21, 1998, Crescent has sole voting and dispositive power as to
the shares of common stock. The common stock total includes 100,000 shares
issuable upon the exercise of a warrant at an exercise price of $23.00 per
share. Crescent's mailing address is c/o Greenlight (Switzerland) SA, 84,
Av Louis-Casai, P.O. Box 42, 1216, Geneva, Cointrin, Switzerland.
(10) According to a Schedule 13D filed by The William Herbert Hunt Trust Estate
dated February 19, 1998, the Hunt Trust has sole voting and dispositive
power as to the shares of common stock. The mailing address of the Hunt
Trust is 3900 Thanksgiving Tower, 1601 Elm Street, Dallas, Texas 75201.
(11) The mailing address for James Ventures, L.P. is 3555 Timmons Lane, Suite
610, Houston, Texas 77027.

PROPOSAL 1
ELECTION OF DIRECTORS

The Board of Directors consists of seven directors. Currently, there are six
directors serving on the Board of Directors and one vacancy. The Board of
Directors is divided into three classes and each class serves for a staggered
three-year term or until successors of such class have been elected and
qualified. Messrs. Perlman and Warren are Class I directors whose terms expire
on the date of this year's Annual Meeting. Messrs. Price and Welsh are Class II
directors whose terms expire on the date of the annual meeting of stockholders
to be held in 2000. Messrs. Fine, Elliott and any director appointed to fill
the existing vacancy are Class III directors whose terms expire on the date of
the annual meeting of stockholders to be held in 2001. At each annual meeting
of stockholders, a class of directors is elected for a three-year term to
succeed the directors of the same class whose terms are then expiring. To the
extent there is an increase in the number of directors, the Board of Directors
will distribute the additional directorships among the three classes so that,
as nearly as possible, each class will consist of an equal number of directors.
There are not family relationships between any of the directors or executive
officers of InfoCure.

Shares represented by executed proxies will be voted, if authority to do so
is not withheld, for the election of the two nominees named below. In the event
that either nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election of such
substitute nominee as the Board of Directors may select. Each person nominated
for election has agreed to serve if elected, and management has no reason to
believe that either nominee will be unable to serve.

The Board of Directors recommends a vote FOR each named nominee.

Nominees to Serve Until the 2002 Annual Meeting (Class I)

Richard E. Perlman

Mr. Perlman, age 52, has served as InfoCure's Chairman and Treasurer since
December 1997 and as a director since March 1997. From December 1997 until
October 1998, Mr. Perlman served as InfoCure's Chief Financial Officer. Mr.
Perlman is the founder of Compass Partners, L.L.C., a merchant banking and
financial advisory firm specializing in corporate restructuring and middle
market companies, and has served as its president since its inception in May
1995. From 1991 to 1995, Mr. Perlman was executive vice president of Matthew
Stuart & Co., Inc., an investment banking firm. Mr. Perlman received a B.S. in
Economics from the Wharton School of the University of Pennsylvania and a
Masters in Business Administration from the Columbia University Graduate School
of Business.

Michael E. Warren

Mr. Warren, age 45, has served as Vice President of InfoCure since December
1997, most recently as Vice President-Human Resources since August 1998. Prior
to that time he served as InfoCure's Chief Financial Officer from December 1996
until December 1997. He has served as a director of InfoCure since March 1997.
Mr. Warren served as vice president of operations and as chief financial
officer of American Medcare from 1994 to 1996. From 1992 to 1994, Mr. Warren
was director of provider systems at Millennium Healthcare, a supplier of
electronic healthcare services. From 1986 to 1992, Mr. Warren was director of
the Southeast Computer Risk Management Practice of Arthur Andersen, LLP. From
1983 to 1986, Mr. Warren worked as Manager of Systems Auditing for NationsBank,
and from 1980 to 1983 was an accountant with Coopers & Lybrand, LLP. Mr. Warren
holds a Masters in Business Information Systems from Georgia State University
and a B.A. in Accounting from the University of Georgia. Mr. Warren is a member
of the AICPA and a member of the Georgia Society of CPAs.

Directors Continuing in Office Until the 2000 Annual Meeting (Class II)

James K. Price

Mr. Price, age 41, is a founder of InfoCure and currently serves as its
Executive Vice President and Secretary. He has served as a director of InfoCure
since its inception. Mr. Price served as executive vice president of American
Medcare from 1996 until 1997 and was vice president from 1993 to 1995. Mr.
Price co-founded International Computer Solutions and has served as its
executive vice president since 1994, as vice president from 1987 to 1994 and as
president from 1985 to 1987. In addition, from 1991 to 1993, Mr. Price was a
vice president of Newport Capital. Mr. Price has served as a director of
InfoCure as well as American Medcare, International Computer Solutions and
Newport Capital throughout the terms of his employment by each company. From
1983 to 1985, Mr. Price was healthcare sales manager of Executive Business
Systems, a practice management systems supplier, and from 1981 to 1983 was with
Moore Business Systems. Mr. Price holds a B.A. in Marketing from the University
of Georgia.

Raymond H. Welsh

Mr. Welsh, age 67, has served as a director of InfoCure since March 1998. He
has served as senior vice president of PaineWebber Incorporated since January
1995. From August 1955 to January 1995, Mr. Welsh served as an investment
broker, director, senior vice president and partner of Kidder Peabody & Co.
Incorporated. Mr. Welsh is a trustee of the University of Pennsylvania, a
trustee and member of the executive committee of the University of Pennsylvania
Health System, and chairman of the Health System Capital Campaign, "Creating
the Future of Medicine." Mr. Welsh received a B.S. in Economics from the
Wharton School of the University of Pennsylvania.

Directors Continuing in Office Until the 2001 Annual Meeting (Class III)

Frederick L. Fine

Mr. Fine, age 40, is a founder of InfoCure and currently serves as its
President and Chief Executive Officer. He has served as a director of InfoCure
since its inception. Mr. Fine served as president of American Medcare from 1995
to 1997 and as president of International Computer Solutions, a subsidiary of
American Medcare, from 1994 to 1997. From 1993 to 1995, Mr. Fine served as
executive vice president of American Medcare, and from 1985 to 1994 served as
executive vice president of International Computer Solutions, which he co-
founded in 1985. From 1991 to 1993, Mr. Fine served as vice president of
Newport Capital, Inc., predecessor to American Medcare. Mr. Fine has served as
a director of InfoCure as well as American Medcare, International Computer
Solutions and Newport Capital throughout the terms of his employment by each
company. From 1983 to 1985, Mr. Fine was with Informatics General Corporation,
a supplier of accounting software, and from 1981 to 1983 was with Moore
Business Systems, a division of Moore Corporation Ltd., a provider of practice
management systems. Mr. Fine holds a B.S. in Economics from the University of
Georgia.

James D. Elliott

Mr. Elliott, age 39, has served as a director of InfoCure since March 1997.
Mr. Elliott is the president of Cablepro, Inc., a computer/telephone cable
systems integration company and has served in that position since 1991. He was
president of GE Network Services from August 1996 until August 1997. Mr.
Elliott co-founded Universal Data Consultants, Inc., a systems integrator, in
1983 and served as its president from 1983 until it was purchased by GE Capital
Services Company in July 1996. Mr. Elliott has also served as a director of
Abdata Systems, Inc. since February 1998. Mr. Elliott holds a B.S. in Economics
from the University of Georgia.

Board of Directors Meetings and Committees

During the year ended December 31, 1997, the Board of Directors of InfoCure
held 24 meetings, including written actions in lieu of meetings. Each of the
directors attended at least 75% of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings held
by all committees of the Board on which he served, in each case during the
periods that he served.

InfoCure's Board of Directors has established a Compensation Committee and an
Audit Committee. Messrs. Elliott and Welsh currently comprise the members of
the Audit Committee of the Board of Directors. The Compensation Committee of
the Board of Directors is comprised of Messrs. Elliott and Welsh. The Audit
Committee will be responsible for recommending independent auditors, reviewing
with the independent auditors the scope and results of the audit engagement,
monitoring InfoCure's financial policies and control procedures, and reviewing
and monitoring the provisions of nonaudit services by InfoCure's auditors. The
Compensation Committee is responsible for reviewing and recommending salaries,
bonuses and other compensation for InfoCure's executive officers. The
Compensation Committee also is responsible for administering InfoCure's stock
option plans and for establishing the terms and conditions of all stock options
granted under these plans. In addition, InfoCure's Board of Directors has
established an Executive Committee that consists of Messrs. Fine, Price and
Perlman. The Executive Committee has the authority to act on behalf of the
Board of Directors in the management or direction of the business and affairs
of InfoCure to the extent authorized by a resolution of a majority of the whole
Board of Directors and subject to any limitations that may be imposed by the
laws of the State of Delaware.

InfoCure does not have a standing nominating committee.

Directors' Compensation

InfoCure's Board of Directors has adopted the InfoCure Corporation Directors'
Stock Option Plan which provides for the grant of non-qualified stock options
to directors who are not officers or employees of InfoCure or its subsidiaries.
The directors' option plan was approved by InfoCure's stockholders in June
1998. Effective January 1998, each non-employee director who is first appointed
or elected to the Board of Directors will be granted an option to purchase
10,000 shares of InfoCure's common stock. On each anniversary thereafter, non-
employee directors will be eligible for annual grants of options to purchase
2,500 shares of common stock. The directors' option plan also allows the
Compensation Committee of the Board of Directors to make extraordinary grants
of options to non-employee directors. All options granted under the directors'
option plan vest at a rate of 50% upon completion of each year of service by
the non-employee director on the Board of Directors. Generally, no option is
transferable by the optionee other than by will or the laws of descent and
distribution, and each option is exercisable only by the optionee during his or
her lifetime. The exercise price of all options will be the fair market value
of the shares of common stock on the date of grant, and the term of each option
may not exceed ten years. Unless terminated sooner by the Board of Directors,
the directors' option plan will continue in effect for a period of ten years or
until all options outstanding thereunder have expired or been exercised. There
are 100,000 shares of common stock reserved for issuance under the directors'
option plan. As of March 26, 1999, options to acquire 27,500 shares of common
stock have been granted pursuant to the directors' option plan at a weighted
average exercise price of $7.22 per share.

Effective October 23, 1998, the Board of Directors granted a non-qualified
stock option to acquire 2,500 shares of common stock to each of Mr. Elliott and
Mr. Welsh at an exercise price of $13.50 per share, subject to vesting of 50%
upon the optionee's completion of each year of service on the Board of
Directors. These options were not granted pursuant to the directors' option
plan.

Executive Officers

In addition to the individuals who serve on InfoCure's Board of Directors who
are also executive officers, the following individuals presently serve as
executive officers of InfoCure:

Lance B. Cornell

Mr. Cornell, age 34, has served as InfoCure's Senior Vice President of
Finance and Chief Financial Officer since October 1998. Prior to joining
InfoCure, Mr. Cornell served as vice president--controller and in other
financial management roles at HBO & Company, a healthcare information systems
company, from March 1992 through June 1998. Mr. Cornell holds a B.S. in Finance
from the University of Colorado and is a Certified Public Accountant.

R. Ernest Chastain

Mr. Chastain, age 49, has served as Vice President-Sales and Marketing of
InfoCure since December 1997. Prior to joining InfoCure in December 1997, Mr.
Chastain served as vice president--sales and marketing of AMC from November
1996. From 1994 until 1996 he served as vice president of sales of Quality
Systems, Inc., a healthcare practice management company; and from 1993 to
1994, Mr. Chastain served as vice president of sales for ELCOMP, Inc., a
healthcare practice management company. From 1983 to 1986, Mr. Chastain served
as regional vice president for Contel Business Systems, Inc., a supplier of
practice management systems, which was acquired in 1986 by Versyss, Inc.,
another practice management system supplier. From 1986 to 1992, Mr. Chastain
served as vice president of sales management for Versyss, Inc. Mr. Chastain
holds a B.A. in Marketing from the University of Georgia.

Donald M. Rogers

Mr. Rogers, age 40, has served as InfoCure's Chief Information Officer since
July 1998. Mr. Rogers served as a Vice President of InfoCure from April 1998
until July 1998 and as President of InfoCure's medical systems division from
April 1997 until April 1998. He was the founder of DR Software and served as
its president since its formation in 1983. From 1983 to 1984, Mr. Rogers was
an account manager at HBO & Company, a healthcare information systems company,
and from 1980 to 1983 was a systems analyst at NCR Corporation, a computer
hardware manufacturer. Mr. Rogers holds a B.S. in Management from the State
University of New York at Buffalo.

Kurt I. Lawrence

Mr. Lawrence, age 48, has served as InfoCure's Vice President--Research and
Development since August 1998. Mr. Lawrence has led InfoCure's research and
development efforts since joining InfoCure in March 1998. He founded MSI in
June 1989 and served as its president and chief executive officer until MSI
was acquired by InfoCure. Mr. Lawrence was founder, president and chief
executive officer of Lawrence Data Systems, Inc. from 1983 until 1989 and from
1976 until 1982 he served as the director of the University of Rochester
Medical Center's computing department.

Gary W. Plumer

Mr. Plumer, age 41, has served as Vice President--Finance, Assistant
Secretary and Assistant Treasurer of InfoCure since December 1997. He served
as Controller for the Company from November 1996 until December 1997. Prior to
joining the Company, Mr. Plumer served as divisional controller for Turner
Broadcasting System, Inc., a worldwide broadcasting company, from April 1988
until November 1996. Mr. Plumer is a Certified Public Accountant and holds a
B.B.A. in Finance from the University of Georgia.

Executive Compensation

The following table sets forth the total compensation paid by InfoCure for
services rendered by InfoCure's Chief Executive Officer for the year ended
December 31, 1998, the eleven months ended December 31, 1997 and the year ended
January 31, 1997 as well as InfoCure's four other most highly compensated
executive officers in the year ended December 31, 1998, (collectively, the
"Named Executive Officers").

Summary Compensation Table

Annual Long-Term
Compensation Compensation Awards
---------------- ---------------------
Restricted Securities
Name and Year Stock Underlying All Other
Principal Position Ending Salary Bonus Awards Options Compensation (1)
- ------------------ -------- -------- ------- ---------- ---------- ----------------

Frederick L. Fine....... 12/31/98 $125,000 $33,333 35,000 175,100 $16,911
President and Chief 12/31/97 127,778 -- -- 130,200 --
Executive Officer 01/31/97 101,065 -- -- -- --

James K. Price.......... 12/31/98 125,000 33,333 30,000 160,100 19,270
Executive Vice
President 12/31/97 126,036 -- -- 126,200 --
and Secretary 01/31/97 100,292 -- -- -- --

Richard E. Perlman...... 12/31/98 120,000 33,333 30,000 160,050 11,927
Chairman and Treasurer 12/31/97 -- -- -- 120,000 --
01/31/97 -- -- -- -- --

R. Ernest Chastain...... 12/31/98 125,000 25,000 -- 2,056 --
Vice President--Sales 12/31/97 125,000 25,000 -- 60,050 --
and Marketing ......... 01/31/97 20,833 4,167 -- 80,541 --

Donald M. Rogers........ 12/31/98 110,000 -- -- 33,100 16,000
Chief Information 12/31/97 54,500 -- -- 41,400 9,000
Officer 01/31/97 -- -- -- -- --

- --------
(1) In accordance with the rules of the SEC, the compensation set forth in the
table does not include compensation in the form of perquisites or other
personal benefits because such perquisites and other personal benefits
constituted less than the lesser of $50,000 or 10% of the total annual
salary and bonus for the Named Executive Officer for such year.

Employment Agreements

In July 1998, InfoCure entered into four-year employment agreements with
Frederick L. Fine and James K. Price. Each agreement provides for an initial
annual base salary of $125,000 and a severance payment equal to three times the
then current annual base salary rate upon the termination of employment by
InfoCure without cause or a voluntary termination in the event of a change of
control of InfoCure. In addition, each agreement provides for incentive
compensation pursuant to a program established by the Board of Directors, a
cash bonus payment in the event that InfoCure meets certain earnings thresholds
and a restricted stock grant payable in ten years or earlier if InfoCure's
common stock attains certain market price thresholds. A market

price threshold was achieved in January 1999 resulting in an acceleration of
vesting in the amount of 50% of the stock covered by this restricted stock
award. Both executives are entitled to participate in InfoCure's employee
benefit programs.

Richard E. Perlman entered into a four-year employment agreement with
InfoCure in January 1998 which provides for an annual base salary of $120,000
and a severance payment equal to three times the then current annual base
salary rate upon termination of employment by InfoCure without cause or a
voluntary termination in the event of a change of control of InfoCure. Under
the agreement, Mr. Perlman is eligible to receive incentive compensation
pursuant to a program established by the Board of Directors, a cash bonus
payment in the event InfoCure meets certain earnings thresholds and a
restricted stock grant payable in ten years or earlier if InfoCure's common
stock attains certain market price thresholds. A market price threshold was
achieved in January 1999 resulting in an acceleration of vesting in the amount
of 50% of the stock covered by this restricted stock award. In addition, Mr.
Perlman may participate in InfoCure's employee benefit program.

As of July 10, 1997, InfoCure entered into a two-year employment agreement
with Donald M. Rogers which provides for an annual base salary of $110,000. In
February 1998, InfoCure entered into a two-year employment agreement with Kurt
I. Lawrence which provides for an annual base salary of $110,000. Each of the
foregoing employment agreements has a covenant that the executive may not
compete with InfoCure for a period of one year following termination of
employment. InfoCure has not adopted a formal bonus plan. However, all
executive officers of InfoCure are eligible for a bonus, to be awarded at the
sole discretion of the Board of Directors, which is dependent upon each
executive officer's individual performance and the performance of InfoCure.

Restricted Stock Awards

In June 1998, the Board of Directors approved restricted stock awards for
35,000 shares to Mr. Fine, 30,000 shares to Mr. Price and 30,000 shares to Mr.
Perlman. The total value of these restricted stock awards was approximately
$1.1 million on the date of grant. The restricted stock awards vest ratably
over a ten-year term but vesting can be accelerated upon the occurrence of
certain events. One-half of the shares subject to the restricted stock awards
vested in the first quarter of 1999 when the average closing price of
InfoCure's common stock was $25.00 or more for 20 consecutive trading days.
InfoCure will incur an estimated compensation charge of $500,000 in the first
quarter of 1999 related to the restricted stock awards to reflect this
accelerated vesting. The remaining shares will vest immediately at the time the
average closing price of InfoCure's common stock is $40.00 or more for 20
consecutive trading days. It is possible that InfoCure will incur an additional
charge of up to $580,000 if this second accelerated vesting occurs. InfoCure
does not expect to grant additional restricted stock awards in the future and
therefore does not expect to incur compensation charges relating to restricted
stock awards in the future. The rules of the Nasdaq Stock Market require
InfoCure's stockholders to approve the restricted stock awards to Messrs. Fine,
Price and Perlman.

Option Grants in Last Fiscal Year

The following table sets forth all individual grants of stock options during
the year ended December 31, 1998, to each of the Named Executive Officers:

Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation
Individual Grants for Option Term(2)
-------------------------------------------------- ---------------------
Securities Percent of Total
Underlying Options Granted Exercise or
Options to Employees in Base Price Expiration
Name Granted(1) Fiscal Year Per Share Date 5% 10%
- ---- ---------- ---------------- ----------- ---------- ---------- ----------

Frederick L. Fine....... 100 -- % $ 9.81 01/01/08 $ 617 $ 1,563
35,000 2.0 12.25 06/01/08 269,639 683,317
140,000 8.1 13.50 10/23/08 1,188,611 3,012,173

James K. Price.......... 100 -- 9.81 01/01/08 617 1,563
30,000 1.7 12.25 06/01/08 231,119 585,700
130,000 7.5 13.50 10/23/08 1,103,710 2,797,018

Richard E. Perlman...... 30,000 1.7 12.25 06/01/08 231,119 585,700
50 -- 13.75 09/09/08 432 1,096
130,000 7.5 13.50 10/23/08 1,103,710 2,797,018

R. Ernest Chastain...... 2,006 0.1 13.50 10/23/08 17,031 43,160
50 -- 20.00 12/02/08 629 1,594

Donald M. Rogers........ 100 -- 9.81 01/01/08 617 1,563
33,000 1.9 13.50 10/23/08 280,173 710,012

- --------
(1) All options were granted with exercise prices equal to or in excess of the
fair market value of the common stock on the date of grant as determined by
the Board of Directors.
(2) The potential realizable value is calculated based on the 10-year term of
the option at the time of its grant. It is calculated by assuming that the
stock price on the date of grant appreciates at the indicated annual rate,
compounded annually over the term of the option. These numbers are
calculated based upon rules promulgated by the SEC and do not represent
InfoCure's estimate or projection of the future value of the common stock.
The actual realizable value of the options based on the price to public in
the offering will exceed the potential realizable value shown in the table.

Option Exercises in Last Fiscal Year and Year-End Option Values

The following table sets forth the aggregate dollar value of all options
exercised and the total number of unexercised options held by the Named
Executive Officers as of December 31, 1998:

Securities Underlying Value of Unexercised In-
Unexercised Options at the-Money Options at
Shares Fiscal Year-End Fiscal Year-End(1)
Acquired Value ------------------------- -------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------

Frederick L. Fine....... -- -- 48,424 256,876 $1,385,895 $5,755,223
James K. Price.......... -- -- 48,424 237,876 1,385,895 5,345,743
Richard E. Perlman...... -- -- 47,364 232,686 1,355,558 5,340,392
R. Ernest Chastain...... -- -- 55,271 87,376 1,579,440 2,482,187
Donald M. Rogers........ -- -- 10,000 64,500 286,200 1,536,212

- --------
(1) The closing price for InfoCure's common stock as reported by the American
Stock Exchange on December 31, 1998 was $32 3/4. The value is calculated on
the basis of the difference between the option exercise price and $32 3/4,
multiplied by the shares of common stock underlying the option. InfoCure's
common stock commenced trading on the Nasdaq Stock Market on January 29,
1999.

Employee Benefit Plans

In October 1996, American Medcare adopted and issued stock options under its
1996 Stock Option Plan. In addition, in December 1996, InfoCure's Board of
Directors and stockholders adopted the InfoCure Corporation 1996 Stock Option
Plan. In June 1998, InfoCure's stockholders approved an amendment to InfoCure's
option plan to allow 1,125,000 shares of common stock to be issued thereunder.
Effective October 23, 1998, the Board of Directors approved an amendment to
InfoCure's option plan, subject to stockholder approval, to reserve 3,000,000
shares of common stock to be issued thereunder.

InfoCure's option plan and American Medcare's option plan each provide for
the granting to officers, key employees and employee directors of incentive
stock options within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, and for the granting of non-statutory stock options to
employees and consultants. The stock option plans are administered by the Board
of Directors, or a committee thereof, which determines the term of the option
granted, the exercise price, when and to whom options are granted, shares
subject to the option, the vesting schedule and the form of consideration
payable at the exercise of the option.

Incentive stock options granted under the stock option plans are not
transferable by the optionee other than by will or the laws of descent and
distribution, and each incentive stock option is exercisable only by the
optionee during his or her lifetime. Upon certain events resulting in a change
of control, all outstanding options under InfoCure's option plan fully vest and
become immediately exercisable. The exercise price of all incentive stock
options granted under the stock option plans must be at least equal to the fair
market value of InfoCure's common stock on the date of grant. With respect to
any participant who owns stock possessing more than 10% of the voting power of
all classes of the outstanding stock of InfoCure, the exercise price of any
incentive stock option granted must equal at least 110% of the fair market
value of InfoCure's common stock on the grant date and the maximum term of such
option must not exceed five years. The term of all options granted under the
stock option plans may not exceed ten years. All options expire one year after
termination of an optionee's employment or engagement, unless such termination
was for death or disability in which case such options expire two years after
termination. Unless terminated sooner by the Board of Directors, stock options
may be granted within ten years of the adoption of the respective stock option
plan.

Generally, stock options granted under the stock option plans to executive
officers expire ten years from the date of grant and vest 25% per year on the
anniversary of the date of grant, thus becoming fully exercisable on the fourth
anniversary. Certain options granted under InfoCure's option plan become fully
vested in the event that the common stock reaches a target average closing
price for a specified number of consecutive trading days. Certain options
granted to Messrs. Fine, Perlman and Price in September 1997 have longer
vesting schedules. If the executive officer's employment is terminated for any
reason, except upon a change of control, prior to the vesting of the option,
that portion of the option which has not vested shall be terminated. Upon
certain events resulting in a change of control of InfoCure, all options become
fully vested.

As of March 26, 1999, options to purchase 128,642 shares of common stock were
outstanding under American Medcare's option plan at an equivalent weighted
average exercise price of $4.19 per share and options to purchase 2,209,036
shares of common stock were outstanding under InfoCure's option plan at
weighted average exercise price of $9.58 per share. No additional stock options
will be granted under American Medcare's option plan.

Employee Stock Purchase Plan

In June 1998, InfoCure's stockholders approved the InfoCure Corporation
Employee Stock Purchase Plan which is intended to qualify under Section 423 of
the Internal Revenue Code. InfoCure implemented the stock purchase plan during
the first quarter of 1998. The stock purchase plan allows employees to purchase
common stock through payroll deductions for 85% of the fair market value of the
common stock. Participation in the stock purchase plan is voluntary. Employees
may become participants in the stock purchase plan by authorizing payroll
deductions of one to fifteen percent of their base pay or a set dollar amount
for each payroll period. At the end of each three-month purchase period, each
participant in the stock purchase plan will receive an amount

of InfoCure's common stock equal to the sum of that participant's payroll
deductions during the calendar quarter multiplied by 85% of the lower of the
fair market value of InfoCure's common stock at the beginning of the calendar
quarter, or the fair market value of InfoCure's common stock at the end of the
quarter. Common stock which is purchased pursuant to the stock purchase plan is
subject to a one-year holding period, and thus employees who purchase common
stock under the stock purchase plan will not receive stock certificates for
their shares until the one-year holding period has terminated. This holding
period lapses upon certain events resulting in a change of control. No employee
may participate in the stock purchase plan to the extent that such employee
owns or would own 5% or more of the voting power of all classes of InfoCure's
stock. There are currently 100,000 shares of common stock reserved for issuance
under the stock purchase plan. InfoCure is permitted under the stock purchase
plan to purchase shares of common stock on the open market for the purpose of
reselling the shares to participants in the stock purchase plan. As of March
26, 1999, 5,534 shares have been purchased on the open market and re-sold by
InfoCure to participants in the stock purchase plan. Effective October 23,
1998, the Board of Directors approved an amendment to the stock purchase plan,
subject to stockholder approval within one year, increasing the number of
shares of common stock reserved for issuance thereunder to 150,000, and
deleting payment by personal check as an alternate method of payment for common
stock purchased under the stock purchase plan.

Length-of-Service Stock Option Plan

In June 1998, InfoCure's stockholders approved InfoCure's Length-of-Service
Nonqualified Stock Option Plan which provides for the grant of nonqualified
stock options to employees. Employees are eligible for the grant of options
under the length-of-service plan based on the number of years of service which
they have completed with InfoCure or a business which has been acquired by
InfoCure. Upon completion of each of their first five years of service,
employees are eligible to receive an option to purchase 50 shares of InfoCure's
common stock. Upon completion of their fifth year of service, employees are
eligible to receive an option to purchase 350 shares of common stock. Upon
completion of each year of service after the fifth year of service, employees
are eligible to receive an option to purchase 100 shares of common stock.
Options granted under the length-of-service plan will be granted at an exercise
price equal to the fair market value of the underlying common stock on the date
of grant and, generally, will fully vest on the fourth anniversary thereof. The
term of options granted under the length-of-service plan may not exceed ten
years. Employees lose all non-vested options upon leaving the employment of
InfoCure. Employees who leave InfoCure may exercise their options, to the
extent vested, within 30 days after leaving the employment of InfoCure, except
in the case of a termination for cause, in which case the employees lose all
vested options upon termination. Options are exercisable only by optionees
during their lifetime and, except by will or the laws of descent or
distribution, are non-transferrable. Upon certain events resulting in a change
of control, all outstanding options under the length-of-service plan fully vest
and become immediately exercisable. The length-of-service plan will continue in
effect for a period of ten years or until all options outstanding thereunder
have expired or been exercised. Effective October 23, 1998, the Board of
Directors approved an amendment to the length-of-service plan which, subject to
stockholder approval, increases the number of shares of common stock reserved
for issuance under the length-of-service plan to 500,000 from 150,000. As of
March 26, 1999, options to acquire 216,650 shares have been granted at a
weighted average exercise price of $9.39 per share.

RECENT EVENTS

On April 27, 1999, InfoCure completed a public offering of 3,759,000 shares
of common stock at $26.00 per share. Of the 3,759,000 shares included in the
offering, 3,000,000 shares were offered by InfoCure and 759,000 shares were
offered by selling stockholders. The offering was underwritten by The Robinson-
Humphrey Company, LLC, SG Cowen Securities Corporation, William Blair &
Company, L.L.C. and Sanders Morris Mundy Inc. On May 6, 1999, InfoCure closed
the sale of an additional 563,850 shares of common stock to the underwriters to
cover over-allotments. Combined net proceeds to InfoCure were approximately
$87.2 million. InfoCure intends to use the net proceeds from the offering to
reduce indebtedness incurred to finance prior acquisitions, increase working
capital and for other general corporate purposes including possible future
acquisitions. InfoCure will not receive any proceeds from the sale of shares by
the selling stockholders.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Securities Exchange Act of 1934, as amended, requires
InfoCure's directors and officers and persons who own more than 10% of a
registered class of InfoCure's equity securities, to file initial reports of
ownership and reports of changes in ownership with the United States Securities
and Exchange Commission. Such persons are required by SEC regulations to
furnish InfoCure with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms furnished to InfoCure
and written representations from the executive officers and directors of
InfoCure, InfoCure believes that all Section 16(a) requirements were met during
1998 except that Mr. Cornell filed an initial report after the filing date set
forth in Section 16(a), Mr. Ronald M. Vagle, a former director of InfoCure,
filed two reports of changes in ownership after the filing date set forth in
Section 16(a) and Messrs. Fine, Price, Warren, Chastain and Rogers each
reported a 1997 stock option grant belatedly on their most recent annual
statement of changes in beneficial ownership.

PROPOSAL 2
APPROVAL OF AMENDMENT OF THE INFOCURE CORPORATION 1996
STOCK OPTION PLAN

Effective October 1998, InfoCure's Board of Directors amended the 1996 Stock
Option Plan to increase the number of shares of common stock authorized to be
issued under such plan from 1,125,000 to 3,000,000. The features of this plan
are discussed elsewhere in this proxy statement under the caption "Employee
Benefit Plans."

The stockholders are being requested to approve the amendment approved by the
Board of Directors to InfoCure's option plan to increase the number of shares
reserved for issuance thereunder from 1,125,000 shares to 3,000,000 shares, of
which options to purchase approximately 791,000 shares would be available for
future grants under the plan. The amendment to increase the number of shares
reserved under InfoCure's option plan is proposed in order to give the Board of
Directors greater flexibility to grant stock options to InfoCure's employees.
InfoCure believes that granting stock options motivates high levels of
performance and provides an effective means of recognizing employee
contributions to InfoCure's success. InfoCure believes that this policy is of
great value in recruiting and retaining highly qualified technical and other
key personnel who are in great demand as well as rewarding current employees.
The Board of Directors believes that the ability to grant additional stock
options to InfoCure's employees will be important to InfoCure's future success.

The Board of Directors recommends a vote FOR ratification and approval of the
amendment of InfoCure's 1996 Stock Option Plan.

PROPOSAL 3
APPROVAL OF AMENDMENT OF THE INFOCURE CORPORATION EMPLOYEE
STOCK PURCHASE PLAN

Effective October 1998, InfoCure's Board of Directors amended the InfoCure
Corporation Employee Stock Purchase Plan to increase the number of shares of
common stock authorized to be issued under such plan from 100,000 to 150,000.
The features of this plan are discussed elsewhere in this proxy statement under
the caption "Employee Stock Purchase Plan."

The stockholders are being requested to approve the amendment approved by the
Board of Directors to InfoCure's stock purchase plan to increase the number of
shares reserved for issuance thereunder from 100,000 shares to 150,000 shares,
of which approximately 144,000 shares would be available for purchase under the
plan. The amendment to increase the number of shares reserved under the stock
purchase plan is proposed in

order to permit greater participation in the plan by InfoCure's employees.
InfoCure believes that allowing employees to purchase shares of common stock
through the stock purchase plan motivates high levels of performance and
provides an effective means of encouraging employee commitment to InfoCure's
success. InfoCure believes that this policy is of great value in recruiting and
retaining new employees, aligning employees' interests with those of InfoCure's
stockholders and allowing existing employees to participate in InfoCure's
success. The Board of Directors believes that the continued ability to grant
participation in the stock purchase plan will be important to the future
success of InfoCure.

The Board of Directors recommends a vote FOR ratification and approval of the
amendment to the InfoCure Corporation Employee Stock Purchase Plan.

PROPOSAL 4
APPROVAL OF AMENDMENT OF THE LENGTH-OF-SERVICE
NONQUALIFIED STOCK OPTION PLAN

Effective October 1998, InfoCure's Board of Directors amended the Length-of-
Service Nonqualified Stock Option Plan to increase the number of shares of
common stock authorized to be issued under such plan from 150,000 to 500,000.
The features of this plan are discussed elsewhere in this proxy statement under
the caption, "Length-of-Service Option Plan."

The stockholders are being requested to approve the amendment approved by the
Board of Directors to InfoCure's length-of-service option plan to increase the
number of shares reserved for issuance thereunder from 150,000 shares to
500,000 shares, of which options to purchase approximately 283,350 shares would
be available for future grants under the plan. The amendment to increase the
number of shares reserved under the length-of-service plan is proposed in order
to give the Board of Directors greater flexibility to grant stock options to
InfoCure's employees. The Board of Directors believes that the length-of-
service plan is an effective tool in retaining qualified personnel in what the
Board of Directors believes is a highly competitive market.

The Board of Directors recommends a vote FOR ratification and approval of the
amendment to the Length-of-Service Nonqualified Stock Option Plan.

PROPOSAL 5
APPROVAL OF RESTRICTED STOCK AWARDS

In June 1998, the Board of Directors approved restricted stock awards of
35,000 shares to Mr. Fine, 30,000 shares to Mr. Price and 30,000 shares to Mr.
Perlman. The value, vesting schedule and other material terms of these
restricted stock awards are discussed elsewhere in this proxy statement under
the caption "Restricted Stock Awards."

The stockholders are being requested to approve the restricted stock awards
granted to Messrs. Fine, Price and Perlman. The Board of Directors has
determined that the restricted stock awards are important to promote and
increase the personal interests of these executive officers in InfoCure's
welfare. In addition, the Board of Directors believes that the restricted stock
awards provide incentives to the executive officers who the Board of Directors
deems primarily responsible for the operations of InfoCure and for shaping and
carrying out InfoCure's long-range plans and aiding in its continued growth and
financial success.

The Board of Directors recommends a vote FOR ratification and approval of the
restricted stock awards.

PROPOSAL 6
SELECTION OF INDEPENDENT ACCOUNTANTS

Subject to ratification by the stockholders, the Board of Directors has
selected, for the year ending December 31, 1999, the firm of BDO Seidman, LLP
as independent accountants for InfoCure. If the stockholders do not ratify the
selection of BDO Seidman, LLP, the Board of Directors will reconsider the
matter. Representatives of BDO Seidman, LLP are expected to be present at the
Annual Meeting of Stockholders. They will have an opportunity to make a
statement if they desire to do so, and will also be available to respond to
appropriate questions from stockholders.

The Board of Directors recommends a vote FOR ratification and approval of BDO
Seidman, LLP as independent accountants for InfoCure.

OTHER MATTERS

Management knows of no other matters which may properly be and are likely to
be brought before the meeting, other than the matter discussed herein. However,
if any other matters properly come before the meeting, the persons named in the
enclosed proxy will vote in accordance with their best judgment.

VOTING PROXIES

The Board of Directors recommends an affirmative vote on each of the
proposals specified. Proxies will be voted as specified. If signed proxies are
returned without specifying an affirmative or negative vote on any proposal,
the shares represented by such proxies will be voted in favor of the proposal
in accordance with the Board of Directors' recommendation.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Frederick L. Fine
_____________________________________
Frederick L. Fine
President and Chief Executive
Officer
May 14 , 1999

INFOCURE CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

JUNE 9, 1999

P The undersigned hereby appoints Frederick L. Fine and James K. Price, and
each of them, with power of substitution, proxies to represent and to vote
R all shares of common stock or Series A Preferred of InfoCure Corporation,
which the undersigned is entitled to vote, at the Annual Meeting of
O Stockholders to be held in Atlanta, Georgia on Wednesday, June 9, 1999,
at 10 A.M., EST, and at any and all adjournments thereof, and hereby
X revokes any prior proxies given with respect to such stock, and the
undersigned authorizes the voting of such stock as follows on the reverse
Y side.

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

HAS YOUR ADDRESS CHANGED: DO YOU HAVE COMMENTS?

_____________________________ _____________________________________

CONTINUED AND TO BE SIGNED ON REVERSE SIDE
-------------
|SEE REVERSE|
| SIDE |
-------------

[X] PLEASE MARK YOUR VOTES
AS THIS EXAMPLE

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES AND "FOR" PROPOSALS
2, 3, 4, 5 AND 6.

1. Election of Directors FOR AGAINST
Nominees: Richard E. Perlman [__] [__]
Michael E. Warren
FOR vote WITHHELD from the following nominee(s):
________________________________________
________________________________________

FOR AGAINST ABSTAIN

2. To ratify and approve the amendment of the InfoCure [__] [__] [__]
Corporation 1996 Stock Option Plan to increase the number
of shares reserved for issuance under such plan.
3. To ratify and approve the amendment of the InfoCure [__] [__] [__]
Corporation Employee Stock Purchase Plan to increase the
number of shares reserved for issuance under such plan.
4. To ratify and approve the amendment of the [__] [__] [__]
Length-of-Service Nonqualified Stock Option Plan to
increase the number of shares reserved for issuance under
such plan.
5. To ratify and approve the restricted stock awards to [__] [__] [__]
Messrs. Fine, Price and Perlman.
6. To ratify and approve the selection of BDO Seidman, LLP [__] [__] [__]
as independent auditors for InfoCure.
7. In their discretion, the proxies are authorized to vote upon such business as may properly come before
the meeting.

I plan to attend the meeting. [__] I do not plan to attend the meeting. [__]

Change of address/comments on reverse side. [__]

SIGNATURE(S)________________________________________
DATE ______________________

NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.