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Allscripts Healthcare Solutions, Inc.
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Notes:

[LOGO OF ALLSCRIPTS]

2401 Commerce Drive
Libertyville, Illinois 60048
Telephone: (847) 680-3515
Facsimile: (847) 680-9887

March 30, 2001

Fellow Stockholders:

You are cordially invited to attend the Allscripts Healthcare Solutions,
Inc. Annual Meeting of Stockholders on Monday, April 30, 2001 at 9:00 a.m.
(Central Time), at LaSalle Bank, 135 South LaSalle Street, Chicago, Illinois
60603, 43rd Floor, Room A.

We are looking forward to discussing our 2000 performance. This Notice of
Annual Meeting and Proxy Statement describes the business to be transacted at
the meeting and provides other information concerning Allscripts that you
should be aware of when you vote your shares. The principal business of the
Annual Meeting will be to elect two directors to each serve for a three-year
term.

All stockholders are welcome to attend the Annual Meeting, but it is
important that your shares are represented at the Annual Meeting whether or not
you plan to attend. To ensure that you will be represented, we ask you to sign,
date and return the enclosed proxy card or proxy voting instruction form as
soon as possible. You may also be able to vote by telephone or over the
Internet, and if you are able to and choose to use one of those forms of
voting, it is not necessary for you to return your proxy card. In any event,
please vote as soon as possible.

On behalf of the board of directors and our management team, I would like to
express our appreciation for your interest in the affairs of Allscripts.

Sincerely,

Glen E. Tullman
Chairman and
Chief Executive Officer

Allscripts Healthcare Solutions, Inc.

2401 Commerce Drive
Libertyville, Illinois 60048

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Notice of Annual Meeting of Stockholders

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Monday, April 30, 2001
9:00 a.m.
LaSalle Bank
135 South LaSalle Street
Chicago, Illinois 60603
43rd Floor, Room A

The purpose of our Annual Meeting is to elect two directors for three-year
terms.

You can vote at the Annual Meeting in person or by proxy if you were a
stockholder of record on March 16, 2001. You may revoke your proxy at any time
prior to its exercise at the Annual Meeting.

We have enclosed with this notice and proxy statement a copy of our Annual
Report to Stockholders for the fiscal year ended December 31, 2000.

By Order of the Board of Directors,

John G. Cull
Senior Vice President, Finance,
Secretary and Treasurer

March 30, 2001

Allscripts Healthcare Solutions, Inc.

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Proxy Statement

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Table of Contents

Page
----

Questions and Answers...................................................... 1
Election of Directors...................................................... 3
Meetings and Committees of the Board of Directors.......................... 6
Director Compensation...................................................... 6
Ownership of Allscripts Common Stock....................................... 6
Section 16(a) Beneficial Ownership Reporting Compliance.................... 8
Executive Compensation..................................................... 9
Compensation Committee Report on Executive Officers' Compensation.......... 12
Company Performance........................................................ 15
Certain Relationships and Related Party Transactions....................... 16
Audit Committee Report..................................................... 21
Independent Public Accountants............................................. 22
Executive Officers......................................................... 23
Audit Committee Charter.................................................... A-1

Annual Report on Form 10-K

A copy of our Annual Report on Form 10-K for the year ended December 31,
2000, without exhibits, is enclosed with this proxy statement. You may obtain a
copy of the exhibits described in the Form 10-K for a fee upon request. Please
contact J. Gregory Cull, Secretary, Allscripts Healthcare Solutions, Inc., 2401
Commerce Drive, Libertyville, Illinois 60048.

Explanatory Note

Effective January 8, 2001, Allscripts, Inc. acquired Channelhealth
Incorporated, and each became a wholly owned subsidiary of a new holding
company, Allscripts Healthcare Solutions, Inc. In this proxy statement, we will
refer to Allscripts, Inc. as Old Allscripts and to Allscripts Healthcare
Solutions, Inc. as Allscripts or New Allscripts. As a result of the merger
transaction, each outstanding share of Old Allscripts common stock was
converted into one share of New Allscripts common stock. Old Allscripts no
longer files reports with the Securities and Exchange Commission, and its
common stock is no longer listed on the Nasdaq National Market; however, New
Allscripts does file reports with the Securities and Exchange Commission, and
its common stock is listed on the Nasdaq National Market under the symbol
"MDRX".

This proxy statement and form of proxy are first being sent to stockholders
on or about March 30, 2001.

Questions and Answers

What am I voting on?

We are soliciting your vote on the election of two directors to each serve
for a three-year term.

Who may vote?

Allscripts stockholders at the close of business on March 16, 2001, the
record date, are entitled to vote. On that date, there were 37,988,218 shares
of Allscripts common stock outstanding.

How many votes do I have?

Each share of Allscripts common stock that you own entitles you to one vote.

How do I vote?

All stockholders may vote by mail. You also may be able to vote by telephone
or over the Internet. To vote by mail, please sign, date and mail your proxy in
the postage paid envelope provided. If you hold your shares through a bank or
broker and they do not offer telephone or Internet voting, please complete and
return your proxy by mail. If you attend the Annual Meeting in person and would
like to vote then, we will give you a ballot. If your shares are held in the
name of your broker, bank or other nominee, you need to bring an account
statement or letter from the nominee indicating that you were the beneficial
owner of the shares on March 16, 2001, the record date for voting.

How does discretionary voting authority apply?

If you sign, date and return your proxy card, your vote will be cast as you
direct. If you do not indicate how you want to vote, you give authority to Glen
E. Tullman and David B. Mullen to vote for the items discussed in these proxy
materials and any other matter that is properly raised at the Annual Meeting.
In such a case, your vote will be cast FOR the election of each director
nominee and FOR or AGAINST any other properly raised matters at the discretion
of Messrs. Tullman and Mullen.

May I revoke my proxy?

You may revoke your proxy at any time before it is exercised in one of four
ways:

1. Notify our Secretary in writing before the Annual Meeting that you
are revoking your proxy.

2. Submit another proxy with a later date.

3. Vote by telephone or Internet after you have given your proxy.

4. Vote in person at the Annual Meeting.

What does it mean if I receive more than one proxy card?

Your shares are likely registered differently or are in more than one
account. You should sign and return all proxy cards to guarantee that all of
your shares are voted.

What constitutes a quorum?

The presence, in person or by proxy, of the holders of one-third of the
total number of shares of Allscripts common stock issued and outstanding
constitutes a quorum. You will be considered part of the quorum if you return a
signed and dated proxy card, if you vote by telephone or over the Internet, or
if you attend the Annual Meeting.

Abstentions and broker non-votes are counted as "shares present" at the
Annual Meeting for purposes of determining whether a quorum exists. A broker
non-vote occurs when a broker submits a proxy that does not indicate a vote for
a proposal because he or she does not have voting authority and has not
received voting instructions from you.

What vote is required to approve the proposal?

A majority of the shares present or represented by proxy at the Annual
Meeting must approve the election of the directors. If you do not want to vote
your shares for a particular nominee, you may indicate that in the space
provided on the proxy card or withhold authority as prompted during telephone
or Internet voting. Abstentions will have the effect of votes against the
election of the directors since they result in fewer votes for approval, but
broker non-votes will have no effect.

How do I submit a stockholder proposal?

You must submit a proposal to be included in our proxy statement for the
2001 annual meeting of stockholders in writing no later than November 30, 2001.
Your proposal must comply with the proxy rules of the Securities and Exchange
Commission. You should send your proposal to our Secretary at our address on
the cover of this proxy statement.

You also may submit a proposal that you do not want included in the proxy
statement but that you want to raise at the 2001 annual meeting of
stockholders. We must receive your proposal in writing after December 1, 2001
but before December 31, 2001. If you submit your proposal after the deadline
and we choose to consider it at the meeting, then Securities and Exchange
Commission rules permit the individuals named in the proxies solicited by our
board of directors for that meeting to exercise discretionary voting power as
to that proposal. To be properly brought before an annual meeting, our by-laws
require that your proposal give: (1) a brief description of the business you
want to bring before the meeting; (2) your name and address as they appear on
our stock records; (3) the class and number of shares of Allscripts that you
beneficially own; and (4) any interest you may have in the business you want to
bring before the meeting. You should send your proposal to our Secretary at the
address on the cover of this proxy statement.

How do I nominate a director?

If you wish to recommend a nominee for director for the 2001 annual meeting
of stockholders, our Secretary must receive your written nomination after
December 1, 2001 but before December 31, 2001. You should submit your proposal
to the Secretary at our address on the cover of this proxy statement. Our by-
laws require that you provide: (1) your name and address and the name and
address of the nominee; (2) a statement that you are a record holder of
Allscripts common stock entitled to vote at the meeting and that you plan to
appear in person or by proxy at the meeting to make the nomination; (3) a
description of all arrangements or understandings under which you are making
the nominations; (4) any other information that the rules of the Securities and
Exchange Commission require to be included in a proxy statement; and (5) the
nominee's agreement to serve as a director if elected.

Who pays to prepare, mail and solicit the proxies?

We will pay all of the costs of preparing, mailing and soliciting these
proxies. We will ask brokers, banks, voting trustees and other nominees and
fiduciaries to forward the proxy materials to the beneficial owners of our
common stock and to obtain the authority to execute proxies. We will reimburse
them for their reasonable expenses upon request. In addition to mailing proxy
materials, our directors, officers and employees may solicit proxies in person,
by telephone or otherwise. These individuals will not be specially compensated.

Election of Directors

Eight directors currently serve on New Allscripts' board of directors. Other
than Richard E. Tarrant, each of the directors served on Old Allscripts' board.
All eight directors joined the board of New Allscripts upon the completion of
the Channelhealth merger transaction in January 2001. The directors are divided
into three classes. At this Annual Meeting, you will be asked to elect two
directors. Each director will serve for a term of three years, until a
qualified successor director has been elected, or until he resigns or is
removed by the board. The remaining six directors will continue to serve on the
board as described below, except that Mr. Lytle has informed us that he intends
to resign after the Annual Meeting. The nominees, Michael J. Kluger and David
B. Mullen, are currently directors.

Your shares will be voted as you specify on the enclosed proxy card or in
telephone or Internet voting. If you do not specify how you want your shares
voted, we will vote them FOR the election of Messrs. Kluger and Mullen. If
unforeseen circumstances (such as death or disability) make it necessary for
the board of directors to substitute another person for a nominee, your shares
will be voted FOR that other person. The board does not anticipate that any
nominee will be unable to serve. The nominees and continuing directors have
provided the following information about themselves.

Nominees

Michael J. Kluger, 44, was elected to the board of Old Allscripts in 1994.
He is a founding partner of Liberty Partners, L.P., whose general partner is
Liberty Capital Partners,

Inc., a New York investment management firm, where he has served as a Managing
Director since 1992. For five years prior thereto, Mr. Kluger was a Director
and Senior Vice President of Merrill Lynch Interfunding Inc., a subsidiary of
Merrill Lynch & Co., an investment banking and brokerage firm. Mr. Kluger
serves on the board of directors of Monaco Coach Corporation.

David B. Mullen, 50, became the President and Chief Financial Officer and a
director of Old Allscripts in August 1997. Mr. Mullen has held the same
positions with New Allscripts since the Channelhealth merger transaction in
January 2001. From January 1995 to June 1997, Mr. Mullen served as Chief
Financial Officer of Enterprise Systems, Inc. From 1983 to 1995, Mr. Mullen was
employed in various positions by CCC Information Services Group, Inc.,
including Vice Chairman, President and Chief Financial Officer. Prior to that,
he was employed by Ernst & Young LLP.

Directors Continuing Until 2002 Annual Meeting

M. Fazle Husain, 36, was elected to the board of Old Allscripts in April
1998. Mr. Husain is a Principal of Morgan Stanley Dean Witter & Co., an
investment banking firm, where he has been employed since 1991, and is a
Managing Member of Morgan Stanley Venture Partners III, L.L.C., which is the
General Partner of Morgan Stanley Venture Partners III, L.P., Morgan Stanley
Venture Investors III, L.P. and The Morgan Stanley Venture Partners
Entrepreneur Fund, L.P. Mr. Husain was also employed at Morgan Stanley Dean
Witter from 1987 until 1989. Mr. Husain focuses primarily on investments in the
healthcare industry, including healthcare services, medical devices and
healthcare information technology. He serves on the boards of directors of
Cardiac Pathways Corporation, The Medicines Company, Healthstream, Inc. and
several private medical and software companies.

Glen E. Tullman, 41, became the Chairman of the Board of Old Allscripts in
May 1999 and the Chief Executive Officer in August 1997. Mr. Tullman has held
the same positions with New Allscripts since the Channelhealth merger
transaction in January 2001. From October 1994 to July 1997, Mr. Tullman was
Chief Executive Officer of Enterprise Systems, Inc., a publicly traded
healthcare information services company providing resource management solutions
to large integrated healthcare networks. From 1983 to 1994, Mr. Tullman was
employed by CCC Information Services Group, Inc., a computer software company
servicing the insurance industry, most recently as President and Chief
Operating Officer.

Richard E. Tarrant, 58, became Vice Chairman of the Board of New Allscripts
upon the consummation of the Channelhealth merger transaction in January 2001.
Mr. Tarrant has been designated to be on the board of New Allscripts by IDX
Systems Corporation pursuant to the terms of a Stock Rights and Restrictions
Agreement entered into between New Allscripts and IDX in connection with the
Channelhealth merger transaction, which is described in detail under "Certain
Relationships and Related Party Transactions" later in this proxy statement.
Mr. Tarrant co-founded IDX in 1969 and has served as a director and as the

Chief Executive Officer of IDX since that time; he was also President of IDX
from 1969 to February 1999. Mr. Tarrant also served as the Chairman of the
board of directors of Channelhealth Incorporated from October 1, 1999 until
consummation of the Channelhealth merger transaction in January 2001. Mr.
Tarrant has served as a Trustee of Saint Michael's College, as a member of the
Board of Trustees for the University Health Center (Vermont), an academic
medical center, from July 1988 to December 1994, as Chairman of the Board of
Trustees of the University Health Center (Vermont) from 1992 to 1994 and as
Chairman of Fletcher Allen Health Care, an integrated healthcare delivery
system serving Vermont and northern New York State, from 1992 to 1994. In 1991,
Mr. Tarrant was a founding director of Vermont Managed Care, a physician
hospital organization consisting of 600 doctors and a 500-bed teaching
hospital. Mr. Tarrant presently serves as a Trustee of The University of
Vermont and of University Medical Education Associates. Mr. Tarrant is a member
of the Vermont Business Roundtable.

Directors Continuing Until 2003 Annual Meeting

Philip D. Green, 50, was elected to the board of Old Allscripts in 1992. Mr.
Green has been a partner with Akin, Gump, Strauss, Hauer & Feld, L.L.P. since
June 2000. From 1989 until that time, Mr. Green was a partner with the
Washington, D.C. based law firm of Green, Stewart, Farber & Anderson, P.C., of
which Mr. Green was a founding partner. From 1978 through 1989, Mr. Green was a
partner in the Washington, D.C. based law firm of Schwalb, Donnenfeld, Bray &
Silbert, P.C. Mr. Green practices healthcare law and represents several major
teaching hospitals. Mr. Green serves on the board of directors of I-trax, Inc.

L. Ben Lytle, 54, became a member of the board of Old Allscripts in March
1999. He is Chairman of the Board of Anthem, Inc., one of the largest
healthcare management companies in the United States. Before joining Anthem's
predecessor company in 1976, he held positions with LTV Aerospace, Associates
Corp. of North America and American Fletcher National Bank. Mr. Lytle serves on
the boards of IPALCO Enterprises, Inc., an energy company; Central Newspapers,
Inc., a media company; CID Equity Partners, a venture capital firm; and Duke-
Realty Corporation, a real estate investment firm. Mr. Lytle has informed us
that he intends to resign from the Allscripts board after the Annual Meeting;
however, he plans to continue working with Allscripts on a consulting basis.

Edward M. Philip, 35, was elected to the board of Old Allscripts in July
1999. Mr. Philip is Senior Vice President, Strategic Planning and Mergers and
Acquisitions of Terra Lycos U.S., Inc., a position he has held since February
2001. Prior to that, Mr. Philip had been Chief Operating Officer of Lycos, Inc.
since December 1996, and Chief Financial Officer and Secretary of Lycos, Inc.
since December 1995. From July 1991 to December 1995, Mr. Philip was employed
by The Walt Disney Company, where he served in various finance positions, most
recently as Vice President and Assistant Treasurer. Prior to joining The Walt
Disney Company, Mr. Philip was an investment banker at Salomon Brothers Inc.
Mr. Philip is a director of Vialog Corporation.

Meetings and Committees of the Board of Directors

During 2000, the board of directors of Old Allscripts met 13 times. In
addition to meetings of the full board, directors attended meetings of the
board committees. Old Allscripts had, and New Allscripts has, effective upon
consummation of the Channelhealth merger transactions in January 2001, standing
audit and compensation committees. In 2000, each Old Allscripts director, other
than Edward M. Philip, attended at least 75% of the meetings of the board and
of the committees on which he served that were held during the period for which
he was a director.

Like Old Allscripts' audit committee, the New Allscripts' audit committee
recommends the independent auditors to the board and oversees the accounting
and audit functions of the company. L. Ben Lytle, M. Fazle Husain (since April
2000) and Michael J. Kluger (since May 2000) served on Old Allscripts' audit
committee in 2000, and the same individuals serve on the New Allscripts' audit
committee. As the Old Allscripts audit committee had, the New Allscripts
committee has adopted a charter, which specifies the composition and
responsibilities of the committee. The charter is attached to this proxy
statement as Appendix A. Additional information on the committee and its
activities is set forth in the "Report of the Audit Committee". During 2000,
the Old Allscripts committee met eight times.

As the Old Allscripts compensation committee had, the compensation committee
of New Allscripts determines executive officers' salaries, bonuses and other
compensation and administers our Amended and Restated 1993 Stock Incentive Plan
and our 2001 Nonstatutory Stock Option Plan. M. Fazle Husain, Michael J. Kluger
and L. Ben Lytle served on Old Allscripts' compensation committee, and the same
individuals serve on New Allscripts' compensation committee. During 2000, the
Old Allscripts committee met three times.

Director Compensation

Directors who are Allscripts employees receive no compensation for their
services as directors. Our independent directors receive a fee of $1,000 for
each meeting of the board of directors that they attend. We also reimburse them
for their travel expenses. Under our Amended and Restated 1993 Stock Incentive
Plan, these directors are eligible to receive stock option grants at the
discretion of the board of directors or the compensation committee.

Ownership of Allscripts Common Stock

The following table shows how much Allscripts common stock was beneficially
owned as of March 16, 2001 by:

. our Chief Executive Officer and the four other most highly compensated
executive officers based on compensation earned during 2000;

. each director;

.all directors and executive officers as a group; and

. each stockholder that we know to own beneficially more than 5% of
Allscripts common stock based on information filed with the Securities
and Exchange Commission on Schedule 13D or 13G.

Beneficial ownership is a technical term broadly defined by the Securities
and Exchange Commission to mean more than ownership in the usual sense. In
general, beneficial ownership includes any shares that the holder can vote or
transfer and stock options and warrants that are exercisable currently or
become exercisable within 60 days. These shares are considered to be
outstanding for the purpose of calculating the percentage of outstanding
Allscripts common stock owned by a particular stockholder, but are not
considered to be outstanding for the purpose of calculating the percentage
ownership of any other person. Percentage of ownership is based on 37,988,218
shares outstanding as of March 16, 2001. Except as otherwise noted, the
stockholders named in this table have sole voting and dispositive power for all
shares shown as beneficially owned by them.

Options and
Shares of Warrants
Common Stock Exercisable
Named Executive Officers and Beneficially Within Percent
Directors Owned 60 Days Total of Class
- ---------------------------- ------------ ----------- ---------- --------

Glen E. Tullman (1)............... 665,343 142,648 807,991 2.1
David B. Mullen................... 524,273 155,117 679,390 1.8
Joseph E. Carey................... 98,062 70,001 168,063 *
T. Scott Leisher.................. 129,459 25,232 154,691 *
Lee Shapiro....................... 15,369 47,083 62,452 *
Philip D. Green................... 51,435 81,641 133,076 *
M. Fazle Husain (2)............... 5,254,063 -- 5,254,063 13.8
Michael J. Kluger (3)............. 3,289,370 -- 3,289,370 8.7
L. Ben Lytle...................... 1,600 16,666 18,266 *
Edward M. Philip.................. -- 13,333 13,333 *
Richard E. Tarrant (4)............ 7,533,254 -- 7,533,254 19.8
All directors and executive
officers as a group (13 persons). 17,671,895 690,263 18,362,158 47.5

5% Stockholders
- ---------------

IDX Systems Corporation (4)....... 7,497,838 -- 7,497,838 19.7
Morgan Stanley Dean Witter & Co.
(2).............................. 5,254,063 -- 5,254,063 13.8
Waddell & Reed Financial, Inc.
(5).............................. 4,990,900 -- 4,990,900 13.1
Liberty Partners Holdings 6,
L.L.C. (3)....................... 3,248,170 -- 3,248,170 8.6
Ardsley Advisory Partners (6)..... 2,065,000 -- 2,065,000 5.4

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*Less than 1%.

(1) Mr. Tullman is a limited partner in The Morgan Stanley Venture Partners
Entrepreneur Fund, L.P., and has an approximately 2.5% interest therein.
His interest does not constitute beneficial ownership of any of the shares
owned by this entity.

(2) Morgan Stanley Dean Witter & Co. is the sole shareholder of Morgan Stanley
Venture Partners III, Inc., which is the institutional managing member of
Morgan Stanley

Venture Partners III, L.L.C. Mr. Husain is a Managing Member of Morgan
Stanley Venture Partners III, L.L.C. Except to the extent of his
proportionate interest therein, Mr. Husain disclaims beneficial ownership of
the shares held beneficially by this entity by virtue of it being the
general partner of Morgan Stanley Venture Partners III, L.P., which is the
record owner of 4,611,499 shares, Morgan Stanley Venture Investors III,
L.P., which is the record owner of 442,914 shares and The Morgan Stanley
Venture Partners Entrepreneur Fund, L.P., which is the record owner of
199,650 shares. Each entity has shared voting and dispositive power with
respect to the shares that it beneficially owns. The address for Mr. Husain
and these entities is c/o Morgan Stanley Dean Witter Venture Partners, 1221
Avenue of the Americas, New York, New York 10020.

(3) Liberty Partners Holdings 6, L.L.C. has shared voting and dispositive power
with respect to 3,248,170 of the shares. Mr. Kluger is a Managing Director
of Liberty Capital Partners, Inc., an affiliate of Liberty Partners
Holdings 6, L.L.C. Mr. Kluger disclaims beneficial ownership of the shares
held by Liberty Partners Holdings 6, L.L.C., except to the extent of his
proportionate interest therein. The address for Mr. Kluger and Liberty
Partners Holdings 6, L.L.C. is c/o Liberty Partners, L.P., 1177 Avenue of
the Americas, New York, New York 10036.

(4) IDX is the owner of, and has shared voting and sole dispositive power with
respect to, 7,497,838 of the shares. Mr. Tarrant is the Chief Executive
Officer of IDX. He disclaims beneficial ownership of the shares held by
IDX. The address for Mr. Tarrant and IDX is c/o IDX Systems Corporation,
1400 Shelburne Road, Burlington, Vermont 05402.

(5) The securities are beneficially owned by one or more investment companies
or other managed accounts that are advised or sub-advised by Waddell & Reed
Investment Management Company, an investment advisory subsidiary of Waddell
& Reed, Inc. Waddell & Reed, Inc. is a subsidiary of Waddell & Reed
Financial Services, Inc., which is a subsidiary of Waddell & Reed
Financial, Inc. Waddell & Reed Investment Management Company has sole
voting and dispositive power with respect to all of the shares. Its address
is 6300 Lamar Avenue, Overland Park, Kansas 66202.

(6) Ardsley Advisory Partners has shared voting and dispositive power with
respect to all of the shares. Its address is 262 Harbor Drive, Stamford,
Connecticut 06902.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers, directors and 10% stockholders to file reports of ownership and
changes of ownership of their company's common stock with the Securities and
Exchange Commission. Based on a review of copies of these reports provided to
us and written representations from executive officers and directors of Old
Allscripts, we believe that all filing requirements applicable to these
individuals were met during 2000, except that Lee Shapiro was delinquent in
reporting an option grant on each of two Form 4s, John G. Cull was delinquent
in reporting an option grant on a Form 4 and Philip D. Green was delinquent in
reporting a warrant exercise on a Form 4. The executive officers and directors
of New Allscripts were not subject to these filing requirements during 2000.

Executive Compensation

This table summarizes the compensation for the Chief Executive Officer and
the other four most highly compensated executive officers of Old Allscripts.
New Allscripts did not pay any compensation during any of the years shown in
the table. The amount shown in the "all other compensation" column represents
our matching contributions under our 401(k) plan and payments for earned, but
unused, vacation time.

Summary Compensation

Long-Term
Compensation
------------
Annual
Compensation Awards
----------------- ------------
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options Compensation
------------------ ---- -------- -------- ------------ ------------

Glen E. Tullman........... 2000 $270,000 $100,000 150,000 $ 996
Chairman and Chief 1999 225,000 12,500 -- 996
Executive Officer 1998 225,000 -- 548,083 498

David B. Mullen........... 2000 $270,000 $100,000 150,000 $1,050
President and Chief 1999 225,000 12,500 -- 1,000
Financial Officer 1998 225,000 -- 548,083 1,000

Joseph E. Carey........... 2000 $220,417 $ 90,000 147,500 $1,050
Chief Operating Officer 1999 134,583 37,500(1) 69,166 --
1998 -- -- -- --

T. Scott Leisher.......... 2000 $158,333 $ 67,619(2) 45,000 $5,810
Executive Vice 1999 150,000 12,500 5,833 1,000
President,
Sales and Marketing 1998 123,846 65,282 45,082 --

Lee Shapiro............... 2000 $166,298 $ 80,000 270,500 $ 263
Executive Vice President 1999 -- -- -- --
1998 -- -- -- --

- --------
(1) Includes a signing bonus of $25,000 awarded in April 1999 pursuant to the
terms of Mr. Carey's employment agreement.
(2) Includes commissions of $17,619.

Option Grants in 2000

This table gives information relating to option grants during 2000 to the
executive officers listed in the Summary Compensation Table. The options were
granted under the Amended and Restated 1993 Stock Incentive Plan and vest
equally over four years on the anniversaries of the grant. The potential
realizable value is calculated based on the term of the option at its time of
grant, 10 years. The calculation assumes that the fair market value on the date
of grant appreciates at the indicated rate compounded annually for the entire
term of the option and that the option is exercised at the exercise price and
sold on the last

day of its term at the appreciated price. Stock price appreciation of 5% and
10% is assumed pursuant to the rules of the Securities and Exchange Commission.
The actual price appreciation may be substantially greater than that assumed
under these rules. We cannot assure you that the actual stock price will
appreciate over the 10-year option term at the assumed levels or at any other
defined level.

Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
----------------------------------------- --------------------------
Percent of
Total
Securities Options Exercise
Underlying Granted to Price
Options Employees Per Expiration
Name Granted in 2000 Share Date 5% 10%
- ---- ---------- ---------- -------- ---------- ---------- -----------

Glen E. Tullman......... 50,000 2.3% $44.625 2/3/10 $1,403,221 $ 3,556,038
100,000 4.6 21.25 7/25/10 1,336,401 3,386,703

David B. Mullen......... 50,000 2.3% $44.625 2/3/10 $1,403,221 $ 3,556,038
100,000 4.6 21.25 7/25/10 1,336,401 3,386,703

Joseph E. Carey......... 72,500 3.3% $44.625 2/3/10 $2,034,671 $ 5,156,255
75,000 3.4 21.25 7/25/10 1,002,301 2,540,027

T. Scott Leisher........ 25,000 1.1% $44.625 2/3/10 $ 701,611 $ 1,778,019
10,000 0.9 21.25 7/25/10 167,180 677,341

Lee Shapiro............. 150,000 6.8% $44.625 2/3/10 $4,209,663 $10,668,114
25,000 1.1 21.875 4/24/10 343,927 871,578
20,000 0.9 21.25 7/25/10 267,280 677,341
50,000 2.3 13.3125 9/27/10 418,608 1,060,835
25,500 1.2 6.875 12/15/10 110,253 279,403

Option Exercises in 2000 and 2000 Year-End Option Values

This table provides information regarding the exercise of options during
2000 by the executive officers listed in the Summary Compensation Table. The
value realized is calculated using the difference between the option exercise
price and the price of Old Allscripts common stock on the date of exercise
multiplied by the number of shares subject to the option. The value of
unexercised in-the-money options at year end 2000 is calculated using the
difference between the option exercise price and $9.3438 (the last reported
market price of Old Allscripts common stock the last trading day of the year)
multiplied by the number of shares underlying the option. An option is in-the-
money if the market value of the common stock subject to the option is greater
than the exercise price.

Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
Shares Year End 2000 Year End 2000
Acquired Value ------------------------- -------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ---------- ----------- ------------- ----------- -------------

Glen E. Tullman......... 130,148 $2,839,179 130,148 175,829 $1,208,268 $239,791
David B. Mullen......... 137,703 $3,003,991 137,702 159,995 $1,278,398 $ 92,792
Joseph E. Carey......... -- -- 34,584 182,082 $ 219,394 $219,381
T. Scott Leisher........ 2,311 $ 78,446 14,399 81,289 $ 124,487 $296,478
Lee Shapiro............. -- -- -- 270,500 -- $ 62,954

Employment Agreements

Old Allscripts entered into employment agreements with Messrs. Tullman and
Mullen effective August 1, 1997 and with Mr. Carey effective August 2, 1999.
Each agreement has an initial term that ended December 31, 2000 and renews for
consecutive one-year terms unless either party gives 30 days' notice prior to
the expiration of any term. Messrs. Tullman and Mullen were each paid an annual
salary of $225,000 through March 30, 2000 and $285,000 thereafter. They are
each entitled to an annual bonus as determined by the board of directors or the
compensation committee. In 2000, Mr. Carey was paid salary at an annual rate of
$190,000 through March 31, $215,000 from April 1 through May 31 and $235,000
thereafter, and he is entitled to an annual bonus, contingent upon the
attainment of certain objectives, as determined by the Chief Executive Officer
in consultation with the board of directors or the compensation committee. The
agreements also provide that each of Messrs. Tullman, Mullen and Carey will not
compete with us during the term of his employment and for one year thereafter.
If we terminate any of Messrs. Tullman, Mullen or Carey without Cause or if any
of them terminates his employment For Good Reason, as each of those terms is
defined in the agreements, he will be entitled to 12 months' salary as
severance, as well as any salary that was accrued but not yet paid as of the
termination date, the unpaid performance bonus, if any, for the calendar year
preceding the termination date and any performance bonus for the calendar year
in which the termination date occurs that would have been payable had there
been no termination. The amount of these performance bonuses is to be
determined in the manner in which it would have been determined had there been
no termination.

Old Allscripts entered into an employment agreement with Mr. Shapiro
effective April 5, 2000. The agreement has an initial term that ends April 30,
2003 and renews for consecutive one-year terms unless either party gives 60
days' notice prior to the expiration of any term and provides for an annual
base salary of $225,000 with annual reviews on each April 30. Mr. Shapiro is
entitled to an annual bonus equal to the greater of $56,250 or 25% of his then
in effect base salary. The agreement also provides that Mr. Shapiro will not
compete with us during the term of his employment and for one year thereafter.
If we terminate Mr. Shapiro without Cause or if he terminates his employment
For Good Reason, as each of those terms is defined in the agreement, he will be
entitled to salary for the greater of 12 months or the remainder of the then
current employment period as severance, as well as any salary that was accrued
but not yet paid as of the termination date, the unpaid performance bonus, if
any, for the calendar year preceding the termination date and any performance
bonus for the calendar year in which the termination date occurs that would
have been payable had there been no termination. The amount of these
performance bonuses is to be determined in the manner in which it would have
been determined had there been no termination. In addition, in the case of such
a termination of Mr. Shapiro's employment, he will also be entitled to a
continuation of his benefits for 12 months, accelerated vesting of all stock
options held by him and outplacement services. Notwithstanding the above, if,
during the one-year period immediately following a Change in Control, as
defined in the agreement, we terminate Mr. Shapiro's employment for any reason
other than Cause or he terminates his employment

for any reason, he will be entitled to a pro rata cash bonus for the year of
termination and payment in a lump sum equal to 2.99 times each of his then in
effect base salary and his then in effect target annual bonus.

Termination of Employment and Change in Control Agreements

Allscripts has entered into stock option agreements with Messrs. Tullman,
Mullen, Carey, Leisher and Shapiro granting them options to purchase aggregate
shares of common stock as follows: Mr. Tullman, 150,000 shares; Mr. Mullen,
150,000 shares; Mr. Carey, 216,666 shares; Mr. Leisher, 95,688 shares; and Mr.
Shapiro, 270,500 shares. Under these option agreements, in the event of a
Change in Control, as defined in the stock option agreements, vesting of the
options will accelerate so that the unvested portion of the options will vest
immediately.

Compensation Committee Interlocks and Insider Participation

The members of the compensation committee of the New Allscripts board of
directors are Messrs. Husain, Kluger and Lytle, the same individuals who served
on the Old Allscripts compensation committee. None of these persons has ever
been an officer or employee of Old Allscripts, New Allscripts or any of their
subsidiaries. We refer you to the information under "Certain Relationships and
Related Party Transactions" for a discussion of insider participation.

Compensation Committee Report on Executive Officers' Compensation

The compensation committee of New Allscripts' board of directors is composed
of the same three independent non-employee directors that composed the Old
Allscripts compensation committee, M. Fazle Husain, Michael J. Kluger and L.
Ben Lytle. Mr. Lytle serves as chairman of the committee. The committee
determines executive officers' salaries, bonuses and other compensation and
administers our Amended and Restated 1993 Stock Incentive Plan and our 2001
Nonstatutory Stock Option Plan. The New Allscripts committee's policies and
approach to compensation are the same as those that had been adopted by the Old
Allscripts committee.

Compensation Policies Applicable to Executive Officers

The overall compensation program for salaried employees has been designed
and is administered to ensure that employee compensation promotes superior job
performance and the achievement of business objectives. The main policy
objective of executive officer compensation is the maximization of stockholder
value over the long term. The compensation committee believes that this can
best be accomplished by an executive compensation program that reflects the
following three principles:

First, base salaries should be sufficient to attract and retain
qualified management talent, without exceeding competitive practice at
similar companies in the information technology market.

Second, annual bonus and incentive programs should provide opportunity
for significant increases in compensation, based on meeting or exceeding
pre-determined company and individual performance targets.

Third, a substantial portion of total long-term compensation should
reflect performance on behalf of the company's stockholders, as measured by
increases in the value of the company's stock.

In the judgment of the compensation committee, the performance of Allscripts
in 2000 confirms that the compensation program is achieving its main
objectives.

Base Salary

All of the executive officers but T. Scott Leisher, John G. Cull and Stanley
Crane have employment agreements that set their base compensation. The Chief
Executive Officer and the President set the compensation for Messrs. Leisher,
Cull and Crane. The committee increased the annual base salaries of Messrs.
Tullman and Mullen to $285,000, effective April 1, 2000, and of Mr. Carey to
$235,000, effective June 1, 2000.

Annual Bonus

Executive officers and certain other key personnel are eligible for cash
bonuses after the end of each fiscal year. The bonus program has not been
formalized in writing. The board of directors or the compensation committee
determines bonuses for Mr. Tullman, the CEO, and Mr. Mullen, the President and
Chief Financial Officer. Bonuses are based on the overall performance and
financial results of the company, including the company's achievement of goals
pertaining to revenue growth, cost reductions, improved operating methods,
acquisitions and accounting controls. These factors are weighted and then the
company's fulfillment of these goals is evaluated. Bonuses for other executive
officers are recommended by the CEO and then submitted to the committee for its
approval. In making recommendations, the CEO determines how each executive
officer contributed to Allscripts' achievement of its goals.

Stock Incentives

Under the Amended and Restated 1993 Stock Incentive Plan, stock options and
stock appreciation rights may be granted to executive officers. Executives
generally receive stock incentives through initial grants at the time of hire
and periodic additional grants. The compensation committee determines the
number of stock incentives to be granted based on an officer's job
responsibilities and individual performance evaluation. This approach is
designed to encourage the creation of long-term stockholder value as the
committee believes that the significant equity interests in the company held by
management helps to align the interests of stockholders and management and
maximize stockholder returns over the long term. Each of the executive officers
named in the Summary Compensation Table received new grants of stock incentives
during 2000 as set forth therein.

Compensation of the Chairman and Chief Executive Officer

The overall compensation package of the Chief Executive Officer is designed
to recognize that the Chief Executive Officer bears primary responsibility for
increasing the value of stockholders' investments. The Chief Executive
Officer's base compensation is set at $225,000 by his employment agreement,
which has been renewed until December 31, 2001. As noted above, Mr. Tullman's
annual base salary was increased to $285,000, effective April 1, 2000, and he
received a cash bonus of $100,000 for 2000, reflecting Allscripts' achievement
of some of its performance goals.

The compensation committee is directly responsible for determining all
awards and grants to the Chief Executive Officer under the incentive components
of the compensation program. The committee intends that a substantial portion
of the Chief Executive Officer's compensation be incentive-based, providing
greater compensation as direct and indirect financial measures of stockholder
value increase. The Chief Executive Officer's compensation will thus be
structured and administered to motivate and reward the successful achievement
of these objectives. In 2000, Mr. Tullman received options for a total of
150,000 shares.

The committee intends for the Chief Executive Officer's compensation to
relate directly to the overall performance of the company as measured by
financial criteria. In addition, the Chief Executive Officer's compensation
reflects achievements such as the continued strong performance of the senior
management team and the successful negotiation of acquisitions and strategic
alliances.

Deductibility of Compensation

Under, Internal Revenue Code Section 162(m), a company generally may not
deduct compensation in excess of $1,000,000 paid to the CEO and the other four
most highly compensated officers. Certain "performance based compensation" is
not included in compensation for purposes of the limit. The committee believes
that the current structure of New Allscripts' executive compensation does not
give rise to Section 162(m) concerns. The compensation committee will continue
to assess the impact of Section 162(m) on its compensation practices.

Compensation Committee

L. Ben Lytle, Chairman
M. Fazle Husain
Michael J. Kluger

Company Performance

This graph shows a comparison of cumulative total returns for Old
Allscripts, the Nasdaq Stock Market-U.S. and the Nasdaq Health Services Index
from July 23, 1999 (the date Old Allscripts common stock was first offered to
the public at an initial public offering price of $16.00 per share) through the
end of 2000. New Allscripts common stock was not publicly traded during 2000.
The graph assumes an initial investment of $100 and the reinvestment of
dividends.

Cumulative Total Return

7/23/99 9/30/99 12/31/99 3/31/00 6/30/00 9/30/00 12/31/00
- -------------------------------------------------------------------------------------

Allscripts, Inc. $100.00 $ 99.22 $275.00 $375.78 $143.75 $ 88.28 $ 58.40
- -------------------------------------------------------------------------------------
Nasdaq Stock Market-U.S. 100.00 102.23 151.10 169.60 147.46 135.70 90.93
- -------------------------------------------------------------------------------------
Nasdaq Health Services 100.00 83.91 82.61 85.87 87.63 97.28 113.26

Certain Relationships and Related Party Transactions

Our policy is that all transactions between us and our executive officers,
directors and principal stockholders must be on terms no less favorable to us
than we could obtain from unaffiliated third parties or else must be approved
by our disinterested directors.

Registration Rights Agreement

Liberty Partners Holdings 6, L.L.C., Morgan Stanley Venture Investors III,
L.P., Morgan Stanley Venture Partners III, L.P. and The Morgan Stanley Venture
Partners Entrepreneur Fund, L.P., which as of March 16, 2001 collectively held
approximately 8,502,233 shares of common stock, are entitled to registration
rights with respect to these shares. Under a registration rights agreement,
these Morgan Stanley entities, collectively, on the one hand, and Liberty
Partners Holdings 6, L.L.C., on the other hand, are each entitled to require us
to register their shares of common stock three times, but not more than once in
any six-month period. As of the date hereof, the Morgan Stanley entities,
collectively, on the one hand, and Liberty Partners, on the other hand, had
each exercised their right to require Allscripts to register their shares of
common stock one time. In addition, if we propose or are required to register
any of our common stock, either for our own account or for the account of other
of our stockholders, we are required to notify the holders described above and,
subject to certain limitations, to include in that registration all of the
common stock requested to be included by those holders. We are obligated to
bear the expenses, other than underwriting commissions, of all incidental
registrations.

Stock Rights and Restrictions Agreement

In connection with the Channelhealth merger transaction, Allscripts entered
into a stock rights and restrictions agreement with IDX Systems Corporation,
which is a significant stockholder of Allscripts, and of which Richard E.
Tarrant, our Vice Chairman, is Chief Executive Officer.

Allscripts Board of Directors

Until the earlier of (1) termination of the stock rights and restrictions
agreement or (2) the date that IDX and its affiliates beneficially own fewer
than 25% of the Allscripts common shares issued to IDX upon completion of the
Channelhealth merger, IDX is entitled to designate an individual to the
Allscripts board of directors. The initial IDX designee to the Allscripts board
was Mr. Tarrant. In addition, so long as (1) the IDX designee is Mr. Tarrant
and (2) IDX and its affiliates beneficially own greater than 75% of the
Allscripts common shares issued to IDX upon completion of the Channelhealth
merger, Mr. Tarrant will be the sole non-executive Vice Chairman of the
Allscripts board.

Limitation on Business Combination Transactions

During the term of the stock rights and restrictions agreement, each of IDX
and Allscripts has agreed not to engage in or propose any transaction referred
to in the agreement as a "business combination", which means a merger,
consolidation, "business

combination" as defined in Section 203 of the Delaware General Corporation Law
as currently in effect, compulsory share exchange or other transaction
involving the other and pursuant to which the other party's voting securities
are exchanged for cash, securities or other property, or any sale of all or
substantially all of the assets or liquidation of the other party, including by
means of a tender or exchange offer, or request or solicit any other person to
engage in or propose a business combination, unless the transaction is approved
by a majority of the other party's continuing directors, as defined in the
agreement, or the party engaging in or proposing the transaction beneficially
owns less than 5% of the other party's voting securities and has no
representative on the other party's board of directors.

Limitation on Acquisition and Disposition of Voting Securities

Without the consent of a majority of the other party's continuing directors,
neither party may acquire any additional voting securities of the other, except
under certain limited circumstances. In addition, the stock rights and
restrictions agreement imposes certain limitations on IDX's ability to transfer
beneficial ownership of its Allscripts voting securities. The stock rights and
restrictions agreement also provides that if during the period from the third
anniversary through the fourth anniversary of the agreement, Allscripts
proposes to file a registration statement under the Securities Act with respect
to a primary firm commitment underwritten public offering of Allscripts common
stock, IDX will have the right to "piggyback" on the offering by notifying
Allscripts that IDX wants to include some or all of its Allscripts shares in
the registration, subject to customary "cutback" provisions. Allscripts will
pay all of the expenses of the piggyback registration, except underwriting
discounts and commissions on shares sold by IDX, fees of IDX's counsel and any
transfer taxes applicable to the sale of the IDX shares.

In addition, Mr. Tarrant signed the stock rights and restrictions agreement
in his individual capacity for the purpose of agreeing that for the six-month
period following completion of the merger, he will not transfer any of the
Allscripts common shares he received in the Channelhealth merger unless prior
to the expiration of that period Glen E. Tullman, Chairman and Chief Executive
Officer of Allscripts, transfers for his own account any Allscripts common
shares.

Voting of Allscripts Shares Held by IDX

Generally the stock rights and restrictions agreement permits IDX to vote in
its complete discretion on all matters voted on by Allscripts stockholders.
Notwithstanding the foregoing, IDX must vote, except in certain limited
circumstances, all of its Allscripts shares in accordance with the
recommendation of the Allscripts continuing directors on any matter that:

. constitutes a business combination;

. involves the acquisition by any person other than IDX or its affiliates
of beneficial ownership of greater than 50% of the then outstanding
Allscripts voting securities;

. involves the issuance by Allscripts of its own securities for cash; or

. involves any acquisition by Allscripts, whether through merger, share
exchange, purchase of assets or otherwise.

IDX is not required to vote its Allscripts shares in accordance with the
recommendation of the Allscripts continuing directors if the average closing
price of Allscripts stock during the 90 trading days preceding the vote is less
than $14.5625.

IDX's Right to Participate in Securities Issuances by Allscripts

If at any time during the term of the stock rights and restrictions
agreement Allscripts plans to issue Allscripts voting securities, or securities
exercisable, exchangeable for or convertible into Allscripts voting securities
and, as a result, IDX's beneficial ownership of all outstanding Allscripts
voting securities would be reduced to below 2% after giving effect to the
proposed transaction, then Allscripts must offer to sell to IDX a number or
amount of the securities proposed to be issued that, if purchased by IDX, would
permit IDX and its affiliates to beneficially own a number of Allscripts voting
securities determined by dividing the aggregate number of outstanding
Allscripts common shares then beneficially owned by IDX by the total number of
Allscripts common shares then outstanding.

Termination

The stock rights and restrictions agreement will terminate by its terms on
its tenth anniversary, but it may be terminated earlier as follows:

. by mutual written consent of IDX and Allscripts; or

. by IDX if Allscripts files for bankruptcy, or another person commences a
bankruptcy proceeding against Allscripts and the proceeding is not
dismissed or stayed within 60 days, or if an order for relief under a
bankruptcy law is entered against Allscripts.

Strategic Alliance Agreement

Upon completion of the Channelhealth merger transaction, Allscripts and IDX
entered into a strategic alliance agreement.

Marketing of Channelhealth Products

The strategic alliance agreement provides for a ten-year strategic alliance
under which Allscripts and IDX will cooperate to develop and market
Channelhealth products pursuant to a development plan to be updated at least
quarterly during the term of the alliance. Each of Allscripts and IDX are
required to develop connectivity between their respective products to
facilitate data exchange and ease of use. The parties will be required to
compensate and incent their sales forces to sell Allscripts' products to IDX
customers and prospects.

Marketing Restrictions

During the term of the alliance, each party, subject to certain exceptions,
is prohibited from developing, or cooperating with direct competitors of the
other party to develop or

provide competitive products other than those currently marketed by such party.
Either party may terminate the marketing restrictions to which it is subject
upon the occurrence of a material adverse change in the business, properties,
results of operations or condition (financial or otherwise) of the other party
(other than changes that are the result of economic factors affecting the
economy as a whole or changes that are the result of factors generally
affecting the specific industry or markets in which the party competes).

Compensation

Allscripts and IDX are entitled to agreed upon revenue sharing for sales of
each other's products. Under the strategic alliance agreement, IDX guarantees
gross revenues to Allscripts of $4.5 million in 2001.

Change of Control

If during the term of the alliance, a change of control occurs with respect
to either party with a direct competitor of the other party, the party
undergoing the change of control will be subject to certain revenue sharing
obligations with the other party.

Termination of Alliance

Either party may terminate the alliance in the event it becomes insolvent or
if the other party has defaulted under or breached any material term of the
strategic alliance agreement and has not cured the default or breach within 120
days after it occurs.

Amended and Restated Cross License and Software Maintenance Agreement

In connection with the Channelhealth merger transaction, Channelhealth and
IDX entered into an amended and restated cross license and software maintenance
agreement.

Cross License

The amended and restated cross license and software maintenance agreement
provides for, in the case of IDX, the granting of a perpetual, non-exclusive,
non-cancelable and non-terminable, fully paid-up license to Channelhealth
permitting Channelhealth to copy, use, display, perform, adopt, modify and
maintain certain IDX software applications and related intellectual property
rights, and create derivative works with regard to the software, for the
purpose of merging IDX software with Allscripts' products and to market and
sublicense IDX software in connection with the marketing of those products and,
in the case of Channelhealth, the granting of a perpetual, non-exclusive, non-
cancelable and non-terminable, fully paid-up license to IDX permitting IDX to
copy, use, display, perform, market, sublicense, transmit, create and own
derivative works and to distribute certain Channelhealth software applications
and related intellectual property rights in connection with IDX's "Patient
Channel" business.

Termination

In the event that the strategic alliance agreement between Allscripts and
IDX is terminated or not renewed, the license granted by IDX to Channelhealth
will terminate with respect to certain IDX technologies developed by IDX and
incorporated by IDX into IDX software, except as used by Channelhealth to
create or maintain compatibility or connectivity between Allscripts products
and IDX products.

Certain Business Relationships

In 2000, Old Allscripts retained the law firm of Green, Stewart, Farber &
Anderson, P.C., of which Philip D. Green, one of our directors, was a partner.
Old Allscripts paid Mr. Green's law firm fees of $55,155 in 2000.

Audit Committee Report

The audit committee is comprised of three directors who are not officers of
Allscripts. Each of the members is independent, as defined in the National
Association of Securities Dealers' listing standards. The committee operates
under a written charter adopted by the board, a copy of which is included as
Appendix A to this proxy statement.

The audit committee of Old Allscripts held eight meetings during 2000. The
meetings were designed to facilitate and encourage private communications
between the committee and Allscripts' independent public accountants.
Allscripts' independent public accountants were PricewaterhouseCoopers LLP
(PWC) until December 21, 2000 when, upon the recommendation of the committee,
the Board dismissed PWC and appointed KPMG LLP (KPMG) as Allscripts'
independent public accountants. Therefore, all meetings before December 21,
2000 were held with PWC and all meetings after that date were held with KPMG.

During these meetings, the committee reviewed and discussed the audited
financial statements with management and Allscripts' independent public
accountants. In connection with PWC's review of Allscripts' financial
statements for the quarter ended September 30, 2000, PWC advised the committee
of the existence of a material weakness relating to the controls surrounding
contract administration. To immediately address this concern, Allscripts, among
other things, hired a contract attorney, who serves as a full-time Contract
Administrator with the responsibility for the retention, review, analysis,
monitoring and maintenance of individual customer contracts. The audit
committee believes that the concerns expressed by PWC have been adequately
addressed through these actions and that management maintains an effective
system of internal controls that results in fairly presented financial
statements. Based on discussions with management and KPMG, Allscripts' current
independent public accountants, the committee recommended to the board that the
audited financial statements be included in Allscripts' Annual Report on Form
10-K.

The discussions with Allscripts' independent accountants also included the
matters required by Statement on Auditing Standards No. 61 (Communications with
Audit Committees). The committee received from the independent accountants
written disclosures and the letter regarding its independence required by
Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees), and the committee discussed with the independent accountants
that firm's independence. The committee has recommended the retention of KPMG
as independent accountants for fiscal year 2001.

Audit Committee

L. Ben Lytle, Chairman
M. Fazle Husain
Michael J. Kluger

Independent Public Accountants

On December 21, 2000, Old Allscripts dismissed PricewaterhouseCoopers LLP
(PWC) as Old Allscripts' independent accountant. At the recommendation of its
audit committee, the board of directors of Old Allscripts authorized the
dismissal of PWC.

The reports of PWC on Old Allscripts' consolidated financial statements as
of and for the two years ended December 31, 1998 and 1999 did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope, or accounting principles.

During Old Allscripts' two fiscal years ended December 31, 1999, and in the
interim period from January 1, 2000 through December 21, 2000, there were no
disagreements with PWC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PWC would have caused them
to make reference thereto in their report of the financial statements for those
years.

During Old Allscripts' two fiscal years ended December 31, 1999 and in the
interim period from January 1, 2000 through December 21, 2000, there were no
"reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K
promulgated under the Securities Exchange Act of 1934 except that in connection
with PWC's review of Old Allscripts' financial statements for the quarter ended
September 30, 2000, PWC advised Old Allscripts of the existence of a material
weakness relating to the controls surrounding contract administration. To
immediately address this concern, Old Allscripts, among other things, hired a
contract attorney, who serves as a full-time Contract Administrator with the
responsibility for the retention, review, analysis, monitoring and maintenance
of individual customer contracts. Management and the audit committee believe
that the concerns expressed by PWC have been adequately addressed through the
actions taken by Old Allscripts.

Old Allscripts provided PWC with a copy of the disclosures made in its
Current Report on Form 8-K dated December 21, 2000 and filed with the
Securities and Exchange Commission on December 28, 2000 (the "Form 8-K") and
requested that PWC furnish Old Allscripts with a letter addressed to the
Securities and Exchange Commission stating whether PWC agrees with the
statements made by Old Allscripts in response to Item 304(a) of Regulation S-K
and, if not, stating the respects in which PWC does not agree. A copy of that
letter is filed as Exhibit A to the Current Report on Form 8-K.

At the recommendation of the audit committee, the board authorized the
engagement of KPMG LLP as Old Allscripts' new independent accountants to audit
and report on the financial statements for the fiscal year ending December 31,
2000 and to act, on a continuing basis, as Old Allscripts' independent
accountant. On December 21, 2000, Old Allscripts requested that KPMG be engaged
as its independent accountants, and KPMG accepted the engagement on December
28, 2000. KPMG has continued to serve as New Allscripts' independent auditors.

During the two fiscal years ended December 31, 1999 and in the interim
period from January 1, 2000 through December 21, 2000, Old Allscripts did not
consult with KPMG regarding either the application of accounting principles to
a specified transaction, either completed or proposed, or the types of audit
opinion that might be rendered on Old Allscripts' financial statements. In
addition, Old Allscripts did not consult with KPMG regarding any matter that
was the subject of a disagreement or a reportable event within the meaning of
Item 304 of Regulation S-K.

Representatives of KPMG will be present at the Annual Meeting. They will
have the opportunity to make a statement if they so desire and to respond to
appropriate questions.

Audit Fees

KPMG billed Allscripts approximately $120,000 for professional services in
connection with the audit of the annual financial statements included in the
Annual Report on Form 10-K for the year ended December 31, 2000. KPMG did not
bill Allscripts for any other services during 2000.

Executive Officers

Following is certain information about the executive officers of Allscripts,
based on information furnished by them.

Joseph E. Carey, 43, became the Chief Operating Officer of Old Allscripts in
April 1999. Mr. Carey has held the same position with New Allscripts since the
Channelhealth merger transaction in January 2001. From September 1998 to April
1999, he served as President and Chief Operating Officer of Shopping@Home, Inc.
Prior to that time, he was Senior Vice President and General Manager of the
Resource Management Group of HBO &

Company, a healthcare software firm. Mr. Carey joined HBO in 1997 with HBO's
acquisition of Enterprise Systems, Inc., where he held the role of President
from 1993 until the acquisition.

Lee Shapiro, 44, became Executive Vice President of Old Allscripts in April
2000 and is responsible for strategic business development and related
initiatives. Mr. Shapiro has held the same position with New Allscripts since
the Channelhealth merger transaction in January 2001. Prior to joining
Allscripts, Mr. Shapiro was the Chief Operating Officer of Douglas Elliman-
Beitler, Chicago, Illinois. From 1980 until 1986, Mr. Shapiro practiced law
with Barack, Ferrazzano, Kirschbaum & Perlman, Chicago and its predecessor. Mr.
Shapiro served as the President of SES Properties, Inc., a closely held real
estate company based in Carlsbad, California from 1986-1998. Concurrently, Mr.
Shapiro formed City Financial Bancorp in 1986 and served as its Vice Chairman
until its sale in 1992.

T. Scott Leisher, 41, became Old Allscripts' Executive Vice President, Sales
and Marketing, in October 2000. Mr. Leisher has held the same position with New
Allscripts since the Channelhealth merger transaction in January 2001. From
April 2000 to October 2000, Mr. Leisher served as Senior Vice President, Sales
and Marketing, for Old Allscripts. From 1998 to 2000, Mr. Leisher served as
Senior Vice President, Sales, for Old Allscripts. Prior to joining Allscripts,
Mr. Leisher was with CCC Information Services from 1986 to 1998 where he served
in a number of management positions, completing his tenure there as a Senior
Vice President in their Insurance Division.

John G. Cull, 39, became the Senior Vice President, Finance, Secretary and
Treasurer of Old Allscripts in 1995. Mr. Cull has held the same positions with
New Allscripts since the Channelhealth merger transaction in January 2001. From
1991 to 1993, Mr. Cull was Old Allscripts' assistant controller, and from 1993
to 1995 he was its controller. From 1986 to 1991, Mr. Cull was controller of
Federated Foods, Inc., a food brokerage company. Prior to joining Federated
Foods, Mr. Cull was employed by Arthur Andersen & Co.

Stanley A. Crane, 51, became Old Allscripts' Chief Technology Officer in
January 2000 and was its Vice President, Internet Services from April 1999
until that time. Mr. Crane has held the same position with New Allscripts since
the Channelhealth merger transaction in January 2001. From September 1998 to
April 1999, he was Chief Technology Officer for Shopping@Home, Inc. From
January 1998 to September 1998, he was Chief Technology Officer for MaxMiles,
Inc., an Internet travel services company. From August 1995 to January 1998,
Mr. Crane was Chief Technology Officer for Enterprise Systems, Inc., where he
led a development team through its successful migration from DOS-based
applications to a system of Windows, object-oriented, client/server
applications. Prior to this, Mr. Crane held a variety of roles with Lotus,
Ashton-Tate and WordStar.

Appendix A

Audit Committee Charter

Purpose

The Audit Committee is appointed by the Board to assist the Board in
monitoring (1) the integrity of the financial statements of the Company, (2)
the compliance by the Company with legal and regulatory requirements and (3)
the independence and performance of the Company's internal and external
auditors.

Membership of the Committee

1. The Committee shall be comprised of not less than three members of the
Board.

2. Each member of the Committee shall meet the independence standard of the
Nasdaq Stock Market, Inc., which, among other things, means that Committee
members shall not be employees or officers of the Company and shall have no
other business dealings with the Company. Determinations of a member's
independence will be made by the Board of Directors in its business
judgment.

3. Each member of the Committee shall be able to read and understand
fundamental financial statements, including the Company's balance sheet,
income statement and cash flow statement.

4. At least one member of the Committee shall have past employment experience
in finance or accounting, be a certified public accountant or shall have
been employed as a chief executive officer, chief financial officer or
other senior executive officer with financial oversight responsibility.

Responsibilities of the Committee

1. Recommending to the Board of Directors the selection, retention or
termination, as appropriate, of the independent public accountants for the
Company.

2. Reviewing the independent public accountants' compensation, the proposed
terms of their engagement and their independence as provided in SAS 61 and
ISB Standard No. 1.

3. Recommending to the Board of Directors, when the Committee deems it
advisable, that the independent public accountants engage in specific
studies and reports regarding auditing matters, accounting procedures and
other matters.

4. Reviewing the arrangements for and scope of the audit of annual financial
statements.

5. Reviewing annual financial statements and unaudited quarterly financial
statements, including any adjustments to those statements recommended by
the independent public accountants, and any significant issues that arise
in connection with the preparation of those financial statements.

A-1

6. Recommending to management inclusion of audited financials in the Annual
Report on Form 10-K.

7. Obtaining from the independent public accountants assurance that the audit
was conducted in a manner consistent with Section 10A of the Securities
Exchange Act of 1934, which sets forth certain procedures to be followed in
any audit of financial statements required under the Securities Exchange
Act.

8. Reviewing, as appropriate and in consultation with the independent public
accountants, accounting policies and procedures applicable to the Company
as well as any management responses to comments relating to those policies
and procedures.

9. Reviewing independent public accountants' opinions.

10. Reviewing internal audit procedures with the Company's controller or other
appropriate Company officer.

11. Considering, in consultation with the independent public accountants, the
adequacy of internal controls to help provide reasonable assurance that
publicly reported financial statements are presented fairly and in
conformity with generally accepted accounting principles.

12. Investigating, when the Committee deems it necessary, potential
improprieties or improprieties in Company operations.

13. Reviewing changes in accounting principles or practices that had or are
expected to have a significant impact on the preparation of financial
statements.

14. Meeting at least annually with the Chief Financial Officer and the Chief
Accounting Officer of the Company and with the independent public
accountants (outside the presence of management) to discuss any issues
arising from the Committee's responsibilities.

15. Meeting at least annually with management (outside the presence of the
independent public accountants) to discuss management's evaluation of the
work performed by the independent public accountants and the
appropriateness of their fees.

16. Generally acting as a liaison between the independent public accountants
and the Board of Directors.

17. Preparing any report, including any recommendation of the Committee,
required by the rules of the Securities and Exchange Commission to be
included in the Company's annual proxy statement.

18. Annually reviewing and, as appropriate, implementing changes to its
Charter.

The Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Committee. The Committee may also request
any officer or employee of the Company or the Company's outside counsel or
independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.

A-2

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent public
accountants. Nor is it the duty of the Audit Committee to conduct
investigations, to resolve disagreements, if any, between management and the
independent public accountants or to assure compliance with laws and
regulations and the Company's Code of Conduct.

A-3

[LOGO]

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
2401 Commerce Drive
Libertyville, Illinois 60048

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Glen E. Tullman and David B. Mullen, and
each of them, as Proxies, each with power of substitution, and hereby authorizes
them to vote, as designated below, all shares of common stock of Allscripts
Healthcare Solutions, Inc. held of record by the undersigned on March 16, 2001,
at the annual meeting of stockholders to be held on April 30, 2001, and any
adjournment thereof. If only one Proxy is present at the Meeting, then that one
may exercise the power of all the Proxies hereunder.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

(Continued and to be signed on reverse side.)

This Proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this Proxy will be voted
FOR the election of all listed Directors.

1. ELECTION OF DIRECTORS-- For Against Abstain 2. In their discretion, the Proxies are authorized to
Nominees: Michael J. Kluger and / / / / / / vote upon such other business as may properly
David B. Mullen come before the meeting.
(INSTRUCTION: To withhold authority to vote
for any individual nominees, write that
nominee's name in the space below.)

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

Dated:________________________, 2001

Signature(s)___________________________________

------------------------------------------------------------------------------
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

. FOLD AND DETACH HERE .

YOUR VOTE IS IMPORTANT!

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.