AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1999
REGISTRATION NO. 333-55977

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------

AMENDMENT NO. 7

TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

-----------------
MEDE AMERICA CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 7374 11-3270245
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)

90 MERRICK AVENUE, SUITE 501
EAST MEADOW, NEW YORK 11554
(516) 542-4500
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

-----------------
DAVID M. GOLDWIN, ESQ.
GENERAL COUNSEL
MEDE AMERICA CORPORATION
90 MERRICK AVENUE, SUITE 501
EAST MEADOW, NEW YORK 11554
(516) 542-4500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

-----------------
COPIES TO:

MARK J. TANNENBAUM, ESQ. FREDERICK W. KANNER, ESQ.
REBOUL, MACMURRAY, HEWITT, DEWEY BALLANTINE LLP
MAYNARD & KRISTOL 1301 AVENUE OF THE AMERICAS
45 ROCKEFELLER PLAZA NEW YORK, NY 10019
NEW YORK, NY 10111 (212) 259-8000
(212) 841-5700

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

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]

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

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================

SUBJECT TO COMPLETION, DATED JANUARY 28, 1999

P R O S P E C T U S

4,166,667 SHARES

[GRAPHIC OMITTED]

MEDE AMERICA CORPORATION

COMMON STOCK

------------------ All of the shares of Common Stock offered hereby
(the "Offering") are being sold by MEDE AMERICA Corporation ("MEDE AMERICA" or
the "Company"). Prior to the Offering, there has been no public market for the
Common Stock of the Company. It is currently estimated that the initial public
offering price will be between $11.00 and $13.00 per share. See "Underwriting"
for information relating to the factors to be considered in determining the
initial public offering price. The Company's Common Stock has been approved for
listing on the Nasdaq National Market under the symbol "MEDE."

------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS
OF THE COMMON STOCK OFFERED HEREBY.

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

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

PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(1) COMPANY(2)

Per Share ......... $ $ $
Total(3) .......... $ $ $

- --------------------------------------------------------------------------------
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."

(2) Before deducting expenses estimated at $1,700,000, payable by the Company.

(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 625,000 additional shares of Common Stock on the same terms as set forth
above solely to cover over-allotments, if any. If such option is exercised
in full, the total Price to Public, Underwriting Discounts and Commissions
and the Proceeds to Company will be $ , $ and $ , respectively. See
"Underwriting."

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

The shares of Common Stock are being offered by the several
Underwriters named herein, subject to prior sale, when, as and if delivered and
accepted by them, and subject to their right to reject orders in whole or in
part. It is expected that certificates for such shares of Common Stock will be
made available for delivery at the offices of Salomon Smith Barney Inc., 333
West 34th Street, New York, New York 10001, on or about , 1999.

------------------
SALOMON SMITH BARNEY

BEAR, STEARNS & CO. INC.

WILLIAM BLAIR & COMPANY

, 1999

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

[DIAGRAM OF MEDE AMERICA CORPORATION'S
TECHNOLOGY, PRODUCTS AND SERVICES]

------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING BY OVER-ALLOTMENT, ENTERING STABILIZING BIDS, EFFECTING SYNDICATE
COVERING TRANSACTIONS OR IMPOSING OF PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."

MEDE AMERICA is a trademark of the Company. All other trade names,
trademarks or service marks appearing in this Prospectus are the property of
their respective owners and are not the property of the Company.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be
read in conjunction with, the more detailed information and the financial
statements, including the notes thereto, appearing elsewhere in this Prospectus.

THE COMPANY

MEDE AMERICA is a leading provider of electronic data interchange
("EDI") products and services to a broad range of providers and payors in the
healthcare industry. The Company offers an integrated suite of EDI solutions
that allows hospitals, pharmacies, physicians, dentists and other healthcare
providers and provider groups to electronically edit, process and transmit
claims, eligibility and enrollment data, track claims submissions throughout the
claims payment process and obtain faster reimbursement for their services. In
addition to offering greater processing speed, the Company's EDI products reduce
processing costs, increase collection rates and result in more accurate data
interchange. The Company maintains over 540 direct connections with insurance
companies, Medicare and Medicaid agencies, Blue Cross and Blue Shield systems
and other third party payors, as well as over 500 indirect connections with
additional payors through claims clearinghouses. As of December 31, 1998, the
Company processed over 900,000 transactions per business day for over 65,000
providers located in all 50 states.

Since its formation in March 1995, the Company has expanded both
through internal growth and the acquisition of six healthcare EDI processing
businesses. As part of its strategy of providing an integrated suite of EDI
solutions to a broad range of healthcare providers, the Company has focused on
acquisitions that provide entry into new markets or expand the Company's product
suite. The Company has actively pursued the integration of its acquisitions and,
in the process, has either divested, closed or restructured various operations
of the acquired entities in order to eliminate non-core or redundant operations
and achieve cost savings and operating efficiencies.

The penetration of electronic processing varies significantly among
the different markets within the healthcare industry. Health Data Directory
estimates that in 1998 electronic processing will account for approximately 16%
of total dental claims, 40% of total physician medical claims, 84% of total
hospital medical claims and 88% of total pharmacy claims. In addition to the
opportunity to convert remaining paper-based claims to electronic processing,
the Company believes that there is significant market potential for EDI
processing in the non-claim area, including eligibility verification, remittance
transactions and other data exchange transactions such as claims tracking,
referrals and physician scripting. The Company believes that EDI penetration in
these non-claim transaction categories is low, and as a result, the EDI
transaction growth in these areas will exceed that of the EDI claims processing
market.

The Company believes that it has several competitive strengths which
will enable it to capitalize on the significant growth opportunities in the
healthcare EDI marketplace.

COMPREHENSIVE SUITE OF EDI PRODUCTS AND SERVICES. The Company has
followed a strategy of developing or acquiring EDI products and services that
may be offered to a broad range of healthcare providers. The Company's products
incorporate open architecture designs and what the Company regards as "best of
breed" technology and may be purchased as modular additions to the client's
existing data storage and retrieval system, or as part of a comprehensive EDI
processing system. The Company believes it is well positioned to take advantage
of the expected growth of EDI in areas such as eligibility, managed care
transactions and physician scripting.

BROAD AND DIVERSIFIED CLIENT BASE. The Company's client base is highly
diversified, consisting of approximately 42,000 pharmacies, 8,000 dental
offices, 1,100 hospitals and clinics and 14,000 physicians. The Company's broad
and diversified client base provides it with transaction-based revenues that
tend to be recurring and positions it to capitalize on the rapid consolidation
taking place within the healthcare industry.

DIRECT RELATIONSHIPS WITH PROVIDERS AND PAYORS. The range of MEDE
AMERICA's services and the extent of its connectivity with payors provides the
opportunity to achieve deeper penetration of its provider base, while at the
same time offering more complete solutions to new clients. MEDE AMERICA believes
that it is strongly positioned to offer reliable, one-stop shopping to providers
for all their EDI needs.

FOCUS ON CLIENT SERVICE. The Company has focused on implementing a
wide range of client service and support functions including the use of
automated client service tracking software, expanded client help desk and
account executive support functions and extensive client feedback mechanisms.
The Company believes that its high quality client service enhances the
satisfaction of its clients and generates new revenue opportunities in the form
of expanded transaction volume and sales of new products and services.

LEADING TECHNOLOGY AND PRODUCT PLATFORMS. Over the past two years,
MEDE AMERICA has invested significant capital in new hardware and software
systems to increase its transaction processing capacity. As a result of such
technology investments, MEDE AMERICA believes it is able to provide high quality
service to its clients in the form of high network availability, batch
transaction reliability and high rates of payor claims acceptance. Through its
various processing platforms, MEDE AMERICA can provide Internet access to its
clients for the transmission and receipt of EDI transactions. MEDE AMERICA also
believes that its technology platform, which is operating at approximately
one-third of its total capacity, provides the Company with substantial operating
leverage.

EXPERIENCED MANAGEMENT TEAM. Each member of the Company's senior
management team has over 15 years of experience in the information technology
and transaction processing industries and has extensive background in working
with emerging companies in the information processing industry. The Company
believes that the range and depth of its senior management team position it to
address the evolving requirements of its clients and to manage the growth
required to meet its strategic goals.

The Company's mission is to be the leading provider of integrated
healthcare transaction processing technology, networks and databases, enabling
its clients to improve the quality and efficiency of their services. To achieve
this objective, the Company is pursuing a growth strategy comprised of the
following elements: provide a comprehensive suite of EDI solutions; further
penetrate its existing client base through cross-selling of emerging products
and services; develop new EDI solutions to meet the evolving electronic
transaction processing needs of its clients; provide multiple communications
technologies for healthcare providers, including direct lines, common carrier
dial-ups, commercial data networks and the Internet; continue to utilize
strategic alliances with key players in the healthcare industry; and pursue
strategic acquisitions in order to expand the Company's product offerings, enter
new markets and capitalize on the Company's operating leverage.

The Company's executive offices are located at 90 Merrick Avenue,
Suite 501, East Meadow, New York 11554, and its telephone number is (516)
542-4500.

THE OFFERING

COMMON STOCK OFFERED BY THE COMPANY.. 4,166,667 shares

COMMON STOCK TO BE OUTSTANDING AFTER THE
OFFERING............................ 12,613,084 shares (1)(2)

USE OF PROCEEDS.................. To retire all outstanding subordinated
indebtedness and accrued interest
thereon, and a portion of outstanding
bank indebtedness.

PROPOSED NASDAQ NATIONAL
MARKET SYMBOL...................... MEDE

- ----------
(1) Reflects the proposed Recapitalization (as defined herein).

(2) Excludes (i) 1,250,000 shares of Common Stock issuable pursuant to the Medic
Warrant (as defined herein), (ii) 84,050 shares of Common Stock issuable
pursuant to the 1998 Guaranty Warrants (as defined herein) and (iii) 482,823
shares of Common Stock issuable upon the exercise of stock options
outstanding as of December 31, 1998 under the MEDE AMERICA Corporation and
Its Subsidiaries Stock Option and Restricted Stock Purchase Plan (the "Stock
Plan"), of which 233,668 were exercisable at such date. The weighted average
exercise price of all outstanding stock options is $4.84 per share. See
"Recent Developments" and "Management -- Employee Benefit Plans."

RECENT DEVELOPMENTS

On July 17, 1998, the Company entered into a Transaction Processing
Agreement (the "Processing Agreement") with Medic Computer Systems, Inc.
("Medic"), a subsidiary of Misys plc that develops and licenses software for
healthcare providers, principally physicians, medical service organizations
("MSOs") and physician practice management companies ("PPMs"). Under the
Processing Agreement, the Company will undertake certain software development
obligations, and from July 1, 1999 it will become the exclusive processor
(subject to certain exceptions) of medical reimbursement claims for Medic's
subscribers submitted to payors with whom MEDE AMERICA has or establishes
connectivity. Under the Processing Agreement, the Company will be entitled to
revenues to be paid by payors (in respect of which a commission is payable to
Medic) as well as fees to be paid by Medic.

Contemporaneously, to ensure a close working relationship between the
parties, on July 17, 1998 the Company granted to Medic a warrant (the "Medic
Warrant") to acquire 1,250,000 shares of the Company's Common Stock, at a per
share exercise price equal to the price of the Common Stock offered to the
public in the Offering or, in the event that an initial public offering is not
completed by March 31, 1999, at an exercise price equal to $8.00 per share. The
difference between the two alternative prices reflects, in the Company's view,
the incremental value of a share of Common Stock resulting from the Offering and
the concurrent Recapitalization. The Medic Warrant vests over a two year period
and may be exercised up to five years after the date of grant. The Medic Warrant
contains customary weighted average antidilution provisions. The Company and
certain of its principal stockholders have agreed that, following the completion
of the Offering and until the earlier of the termination of the Processing
Agreement or the disposition by Medic and its affiliates of at least 25% of the
shares of Common Stock issuable under the Medic Warrant, Medic shall have the
right to designate one director to the Company's Board of Directors. As of the
date of this Prospectus, Medic has not named a designee.

On October 30, 1998, the Company acquired all the outstanding shares
of capital stock of Healthcare Interchange, Inc. ("HII"), a St. Louis, Missouri
based provider of EDI transaction processing services to hospitals and physician
groups in Missouri, Kansas and Illinois. Prior to the acquisition, HII was a
subsidiary of RightCHOICE Managed Care, Inc. ("RightCHOICE") and General
American Life Insurance Company ("General American"). The Company acquired HII
for a total cash payment of approximately $11.7 million, including transaction
expenses.

The HII acquisition was financed pursuant to an amendment to the
Company's Credit Agreement, dated as of December 18, 1995, as amended (the
"Credit Facility") increasing the facility to $36,000,000. To induce investment
funds affiliated with Welsh, Carson, Anderson & Stowe, a private investment firm
("WCAS"), and William Blair Capital Partners L.L.C. ("WBCP") to guarantee this
increase, on October 7, 1998, the Company granted to such funds warrants (the
"1998 Guaranty Warrants") to purchase an aggregate 84,050 shares of the
Company's Common Stock, at a per share exercise price determined in the same
manner as the Medic Warrant. The 1998 Guaranty Warrants are immediately
exercisable and may be exercised up to five years after the date of grant.

The Company's operating results for the three months ended December
31, 1997 and 1998 are summarized below:

The Company's revenues for the three months ended December 31, 1998
were $13.0 million compared to $9.8 million for the three months ended December
31, 1997, representing an increase of 32%. Net loss for the three months ended
December 31, 1998 was $1.1 million (or $.19 per share) compared to a net loss of
$1.3 million (or $.23 per share) for the three months ended December 31, 1997,
representing a decrease of 20% (or 17% on a per share basis). The Company
expects that it will continue to incur net losses at least through the three
months ending March 31, 1999. See "Risk Factors -- History of Operating Losses;
Limited Operating History." For the three months ended December 31, 1998, EBITDA
was $2.4 million, compared to $1.3 million for the three months ended December
31, 1997, representing an increase of 83%. The Company processed approximately
76.3 million transactions in the three months ended December 31, 1998 compared
to approximately 54.7 million transactions processed in the corresponding period
of the prior fiscal year, representing an increase of approximately 40%.

On January 26, 1999, the Company entered into a Credit Agreement (the
"New Credit Facility") with NationsBank, N.A., as Administrative Agent,
NationsBanc Montgomery Securities LLC, as Syndication Agent, and the Company's
subsidiaries as Guarantors. The New Credit Facility provides for a $25 million
revolving credit facility that matures on January 26, 2002. The New Credit
Facility is not guaranteed by any third party, but is secured by substantially
all of the Company's assets including the stock of the Company's subsidiaries.
The New Credit Facility contains various covenants and conditions, including
those relating to Year 2000 compliance, changes in control and management and
restrictions on the payment of dividends on the Common Stock. See "Dividend
Policy."

The closing of the initial lending under the New Credit Facility is
anticipated to take place simultaneously with the consummation of the Offering.
Such closing is subject to a number of conditions and covenants on the part of
the Company. Assuming that the initial lending under the New Credit Facility
takes place as scheduled, the Company intends to borrow sufficient funds under
the New Credit Facility in order to repay all amounts outstanding under the
existing Credit Facility. There can be no assurance that the closing of the
initial lending under the New Credit Facility will take place on the terms
contemplated or otherwise.

RISK FACTORS

Prospective purchasers should consider all of the information
contained in this Prospectus before making an investment in shares of Common
Stock. In particular, prospective purchasers should consider the factors set
forth herein under "Risk Factors."

SUMMARY CONSOLIDATED FINANCIAL DATA

YEAR ENDED JUNE 30,
-----------------------------------------------------------------
ACTUAL
-----------------------------------------------------------------
1995 1996 1997(3) 1998(3)
---------------- ---------------- ------------- -----------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

STATEMENT OF OPERATIONS DATA:

Revenues(4) .............................. $ 16,246 $ 31,768 $ 35,279 $ 42,290
Operating expenses:
Operations .............................. 9,753 19,174 16,817 16,958
Sales, marketing and client services 3,615 7,064 8,769 10,765
Research and development ................ 2,051 2,132 3,278 3,941
General and administrative .............. 3,119 6,059 5,263 4,865
Depreciation and amortization ........... 2,995 5,176 5,460 7,143
Write-down of intangible assets ......... 8,191 (5) 9,965 (6) -- --
Acquired in-process research and
development(7) ........................ -- -- 1,556 --
Other charges(8) ........................ 2,864 538 2,301 --
--------- --------- --------- --------
Total operating expenses ................. 32,588 50,108 43,444 43,672
--------- --------- --------- --------
Income (loss) from operations ............ (16,342) (18,340) (8,165) (1,382)
Other (income) expense ................... -- 313 (893) (12)
Interest expense (income), net ........... 189 584 1,504 3,623
--------- --------- --------- --------
Loss before provision for income
taxes ................................... (16,531) (19,237) (8,776) (4,993)
Provision for income taxes ............... 70 93 57 42
--------- --------- --------- --------
Net loss ................................. (16,601) (19,330) (8,833) (5,035)
Preferred stock dividends ................ (27) (2,400) (2,400) (2,400)
--------- --------- --------- --------
Net loss applicable to common
stockholders ............................ $(16,628) $(21,730) $ (11,233) $ (7,435)
========= ========= ========= ========
Basic and diluted net loss per com-
mon share ............................... $ (3.17) $ (4.14) $ (2.07) $ (1.31)(9)
Weighted average common shares
outstanding - Basic and diluted ......... 5,238 5,245 5,425 5,679

THREE MONTHS
YEAR ENDED JUNE 30, ENDED SEPTEMBER 30,
------------------- -------------------------------------------
PRO FORMA(1) ACTUAL PRO FORMA(2)
------------------ ----------------------------- -------------
1998(3) 1997(3) 1998 1998
-------------- ----------- ----------------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

STATEMENT OF OPERATIONS DATA:

Revenues(4) .............................. $ 48,880 $ 9,241 $ 12,006 $13,318
Operating expenses:
Operations .............................. 18,882 4,285 4,793 5,272
Sales, marketing and client services 12,376 2,385 2,930 3,208
Research and development ................ 3,984 806 1,106 1,106
General and administrative .............. 6,027 1,061 1,263 1,511
Depreciation and amortization ........... 8,645 1,698 1,894 2,177
Write-down of intangible assets ......... -- -- -- --
Acquired in-process research and
development(7) ........................ -- -- -- --
Other charges(8) ........................ -- -- -- --
-------- -------- -------- -------
Total operating expenses ................. 49,914 10,235 11,986 13,274
-------- -------- -------- -------
Income (loss) from operations ............ (1,034) (994) 20 44
Other (income) expense ................... (12) -- -- --
Interest expense (income), net ........... 639 655 1,089 214
-------- -------- -------- -------
Loss before provision for income
taxes ................................... (1,661) (1,649) (1,069) (170)
Provision for income taxes ............... 42 12 16 16
-------- -------- -------- -------
Net loss ................................. (1,703) (1,661) (1,085) (186)
Preferred stock dividends ................ -- (600) (600) --
-------- -------- -------- -------
Net loss applicable to common
stockholders ............................ $ (1,703) $ (2,261) $ (1,685) $ (186)
======== ======== ======== =======
Basic and diluted net loss per com-
mon share ............................... $ (0.14) $ (0.40) $ (0.30)(9) $ (0.02)
Weighted average common shares
outstanding - Basic and diluted ......... 12,308 5,674 5,685 12,314

AS OF SEPTEMBER 30, 1998
-------------------------------
PRO FORMA,
ACTUAL AS ADJUSTED(10)
------------ ----------------

BALANCE SHEET DATA:
Working capital ................................... $ 2,232 $ 3,295
Total assets ...................................... 64,726 76,392
Long-term debt, including current portion ......... 42,627 11,715
Redeemable cumulative preferred stock ............. 31,823 --
Stockholders' equity (deficit) .................... (23,750) 51,328

YEAR ENDED JUNE 30,
----------------------------------------------------
ACTUAL
----------------------------------------------------
1995 1996 1997(3) 1998(3)
------------- ------------- ----------- ------------
(IN THOUSANDS, EXCEPT PER TRANSACTION DATA)

OTHER DATA:
EBITDA(11) ............................... $ (13,347) $ (13,164) $ (2,705) $ 5,761
Adjusted EBITDA(11) ...................... (2,292) (2,052) 2,211 5,761
Cash flows from operating activities (3,561) (1,653) (4,020) (2,500)
Cash flows from investing activities. (22,074) (4,919) (12,221) (12,104)
Cash flows from financing activities. 33,434 657 15,521 15,635
Transactions processed(12)
Pharmacy ................................ -- 107,030 126,211 188,114
Medical ................................. -- 15,687 23,075 31,564
Dental .................................. -- 6,021 12,188 14,681
--------- --------- --------- ----------
Total transactions processed .......... -- 128,738 161,474 234,359
Transactions per FTE(12)(13) ............. -- 321 415 642
Revenue per FTE(13) ...................... $ 48 $ 79 $ 91 $ 116
Operating expenses per transac-
tion(12) ................................ -- 0.39 0.27 0.19

THREE MONTHS
YEAR ENDED JUNE 30, ENDED SEPTEMBER 30, 1998
------------------ ------------------------------------
PRO FORMA(1) ACTUAL PRO FORMA(2)
-------------- ---------------------- -------------
1998(3) 1997 1998 1998
-------------- ----------- ---------- -------------
(IN THOUSANDS, EXCEPT PER TRANSACTION DATA)

OTHER DATA:
EBITDA(11) ............................... $ 7,611 $ 704 $ 1,914 $ 2,221
Adjusted EBITDA(11) ...................... 7,611 704 1,914 2,221
Cash flows from operating activities -- (1,616) 447 --
Cash flows from investing activities. -- (519) (869) --
Cash flows from financing activities. -- 2,781 1,023 --
Transactions processed(12)
Pharmacy ................................ 191,663 38,513 53,466 53,466
Medical ................................. 46,821 7,762 8,348 12,601
Dental .................................. 14,681 3,546 4,135 4,135
---------- --------- ------- --------
Total transactions processed .......... 253,165 49,821 65,949 70,202
Transactions per FTE(12)(13) ............. 633 137 174 170
Revenue per FTE(13) ...................... $ 122 $ 25 $ 32 $ 32
Operating expenses per transac-
tion(12) ................................ 0.20 0.21 0.18 0.19

(Footnotes on following page)

(1) Gives effect to (i) the acquisition of Stockton in November 1997, (ii) the
acquisition of HII in October 1998, (iii) the Recapitalization and (iv) the
Offering, as if they had occurred on July 1, 1997.

(2) Gives effect to (i) the acquisition of HII in October 1998, (ii) the
Recapitalization and (iii) the Offering, as if they had occurred on July 1,
1997.

(3) As restated, to adjust the write-off of acquired in-process research and
development and the amortization of goodwill resulting from the acquisition
of Time-Share Computer Systems, Inc. ("TCS"). See Note 13 of Notes to
Consolidated Financial Statements of the Company.

(4) During the periods presented, the Company made a series of acquisitions and
divested certain non-core or unprofitable operations. Revenues attributable
to these divested operations, which are included in the statement of
operations data, were $1,709,000, $3,617,000, $2,252,000, $241,000 and
$190,000 in the fiscal years ended June 30, 1995, 1996, 1997 and 1998 and
the three months ended September 30, 1997, respectively.

(5) Reflects the write-off of goodwill related to the acquisitions of Medical
Processing Center, Inc. ("MPC") and Wellmark, Inc. ("Wellmark").

(6) Reflects the write-down of costs relating to client lists and related
allocable goodwill obtained in the acquisition of General Computer
Corporation, subsequently renamed MEDE AMERICA Corporation of Ohio ("MEDE
OHIO").

(7) Reflects the write-off of acquired in-process research and development
costs upon the consummation of the TCS acquisition.

(8) Reflects (i) expenses of $2,864,000 relating to the spin-off of the Company
by Card Establishment Services, Inc. ("CES") in the fiscal year ended June
30, 1995 and (ii) expenses recorded relating to contingent consideration
paid to former owners of acquired businesses of $538,000 and $2,301,000 in
the fiscal years ended June 30, 1996 and 1997, respectively.

(9) Supplemental net loss per share, giving effect to the Recapitalization,
would be $(0.62) and $(0.13) for the fiscal year ended June 30, 1998 and
the three months ended September 30, 1998, respectively.

(10) Gives effect to (i) the acquisition of HII in October 1998, (ii) the
Recapitalization and (iii) the Offering, as if they had occurred on
September 30, 1998.

(11) EBITDA represents net income (loss) plus provision for income taxes, net
interest expense, other (income) expense and depreciation and amortization.
EBITDA is not a measurement in accordance with generally accepted
accounting principles ("GAAP") and should not be considered an alternative
to, or more meaningful than, earnings (loss) from operations, net earnings
(loss) or cash flow from operations as defined by GAAP or as a measure of
the Company's profitability or liquidity. Not all companies calculate
EBITDA in the same manner and, accordingly, EBITDA shown herein may not be
comparable to EBITDA shown by other companies. The Company has included
information concerning EBITDA herein because management believes EBITDA
provides useful information. Adjusted EBITDA represents EBITDA plus certain
other charges as described below. The following table summarizes EBITDA and
adjusted EBITDA for all periods presented:

YEAR ENDED JUNE 30,
---------------------------------------------------
ACTUAL
---------------------------------------------------
1995 1996 1997 1998
-------------- -------------- ------------ --------
(IN THOUSANDS)

EBITDA ...................................... $ (13,347) $ (13,164) $ (2,705) $5,761
Contingent consideration paid to former
owners of acquired businesses ............. -- 538 2,301 --
Write-down of intangible assets ............. 8,191 9,965 -- --
Acquired in-process research and
development ............................... -- -- 1,556 --
Expenses related to the CES spin-off ........ 2,864 -- -- --
Contract and legal settlement provisions -- 609 1,059 --
---------- ---------- -------- ------
Adjusted EBITDA ............................. $ (2,292) $ (2,052) $ 2,211 $5,761
========== ========== ======== ======

YEAR ENDED THREE MONTHS
JUNE 30, ENDED SEPTEMBER 30,
----------- ------------------------------
PRO FORMA ACTUAL PRO FORMA
----------- ------------------- ----------
1998 1997 1998 1998
----------- -------- ---------- ----------
(IN THOUSANDS)

EBITDA ...................................... $7,611 $ 704 $ 1,914 $ 2,221
Contingent consideration paid to former
owners of acquired businesses ............. -- -- -- --
Write-down of intangible assets ............. -- -- -- --
Acquired in-process research and
development ............................... -- -- -- --
Expenses related to the CES spin-off ........ -- -- -- --
Contract and legal settlement provisions -- -- -- --
------ ----- ------- -------
Adjusted EBITDA ............................. $7,611 $ 704 $ 1,914 $ 2,221
====== ===== ======= =======

(12) Transaction volumes are not available for the fiscal year ended June 30,
1995.
(13) Full-time equivalents ("FTE") represents the number of full-time employees
and part-time equivalents of full-time employees as of the end of the
period shown.

QUARTERLY FINANCIAL INFORMATION

The following table summarizes certain quarterly financial information
for all periods presented:

THREE MONTHS ENDED
------------------------------------------------
9/30/96 12/31/96 3/31/97(1) 6/30/97(1)
----------- ---------- ------------ ------------
(IN THOUSANDS)

STATEMENT OF OPERATIONS
DATA:
Revenues .................... $ 8,179 $ 7,831 $ 8,954 $ 10,315
Income (loss) from oper-
ations ..................... (1,301) (1,108) (2,784) (2,972)
Net loss .................... (1,465) (1,324) (2,341) (3,703)
OTHER DATA:
EBITDA(2) ................... $ (199) $ (64) $ (1,361) $ (1,081)
Contingent consideration
paid to former
owners of acquired
businesses ................. 330 330 330 1,311
Acquired in-process re-
search and
development ................ -- -- 1,556 --
Contract and legal settle-
ment provisions ............ -- -- -- 1,059
-------- -------- --------- ---------
Adjusted EBITDA(1) .......... $ 131 $ 266 $ 525 $ 1,289
======== ======== ========= =========

THREE MONTHS ENDED
---------------------------------------------------------------
9/30/97(1) 12/31/97(1) 3/31/98(1) 6/30/98(1) 9/30/98
------------ ------------- ------------ ------------ ----------
(IN THOUSANDS)

STATEMENT OF OPERATIONS
DATA:
Revenues .................... $ 9,241 $ 9,849 $ 11,099 $ 12,101 $ 12,006
Income (loss) from oper-
ations ..................... (994) (389) (123) 124 20
Net loss .................... (1,661) (1,316) (1,049) (1,009) (1,085)
OTHER DATA:
EBITDA(2) ................... $ 704 $ 1,309 $ 1,729 $ 2,019 $ 1,914
Contingent consideration
paid to former
owners of acquired
businesses ................. -- -- -- -- --
Acquired in-process re-
search and
development ................ -- -- -- -- --
Contract and legal settle-
ment provisions ............ -- -- -- -- --
-------- -------- -------- -------- --------
Adjusted EBITDA(1) .......... $ 704 $ 1,309 $ 1,729 $ 2,019 $ 1,914
======== ======== ======== ======== ========

See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Quarterly Operating Results."

- -----------
(1) As restated, to adjust the write-off of acquired in-process research and
development and the amortization of goodwill resulting from the TCS
acquisition. See Note 13 of Notes to Consolidated Financial Statements of
the Company.
(2) EBITDA represents net income (loss) plus provision for income taxes, net
interest expense, other (income) expense and depreciation and
amortization. EBITDA is not a measurement in accordance with GAAP and
should not be considered an alternative to, or more meaningful than,
earnings (loss) from operations, net earnings (loss) or cash flow from
operations as defined by GAAP or as a measure of the Company's
profitability or liquidity. Not all companies calculate EBITDA in the same
manner and, accordingly, EBITDA shown herein may not be comparable to
EBITDA shown by other companies. The Company has included information
concerning EBITDA herein because management believes EBITDA provides
useful information. Adjusted EBITDA represents EBITDA plus certain other
charges as described above.

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

Except as otherwise noted herein, all information in this Prospectus
(i) assumes no exercise of the Underwriters' over-allotment option, (ii) assumes
no exercise of the Medic Warrant or the 1998 Guaranty Warrants and (iii) has
been adjusted to give effect to a one-for-4.5823 reverse stock split of all
outstanding Common Stock (the "Reverse Stock Split"). The Company's Preferred
Stock, $.01 par value ("Preferred Stock"), provides for conversion of the
aggregate liquidation value of the Preferred Stock, including accrued but unpaid
dividends, into Common Stock at the initial public offering price per share.
However, cash realized by the Company upon any exercise of the Underwriters'
over-allotment option would be applied to the payment of accrued dividends on
the Preferred Stock and the remainder of such accrued dividends would convert
into Common Stock. Except as otherwise noted herein, each reference in this
Prospectus to Common Stock issuable upon conversion of all of the Preferred
Stock assumes a conversion price of $12.00. Based on an aggregate liquidation
preference of the Preferred Stock of $32,420,358 (including $8,424,758 of
accrued dividends) as of December 31, 1998, 2,701,643 shares of Common Stock
would be so issuable as of such date. In addition, concurrently with the
consummation of the Offering, an additional 59,926 shares of Common Stock will
be issued upon the exercise of certain outstanding Common Stock purchase
warrants. The Medic Warrant and the 1998 Guaranty Warrants, all having an
exercise price equal to the price to the public in the Offering, will remain
outstanding after the Offering. Such conversion of the Preferred Stock, and
exercise of warrants to purchase 59,926 shares of Common Stock (on a "net
exercise" basis), are referred to herein as the "Recapitalization." See
"Capitalization," "Description of Common Stock," "Principal Stockholders" and
"Underwriting."

RISK FACTORS

In addition to other information contained in this Prospectus,
prospective investors should carefully consider the following risk factors
before purchasing the shares of Common Stock offered hereby. This Prospectus
contains forward-looking statements relating to future events or the future
financial performance of the Company. Prospective investors are cautioned that
such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties. Actual events or results may differ materially
from those discussed in the forward-looking statements as a result of various
factors and the matters set forth in this Prospectus generally.

HISTORY OF OPERATING LOSSES; LIMITED OPERATING HISTORY

The Company has experienced substantial net losses, including net
losses of $16.6 million, $19.3 million, $8.8 million, $5.0 million and $1.1
million for the fiscal years ended June 30, 1995, 1996, 1997 and 1998 and the
three months ended September 30, 1998, respectively. The Company had an
accumulated deficit of approximately $51.3 million as of September 30, 1998. In
connection with its acquisitions completed to date, the Company has incurred
significant acquisition-related charges and will record significant amortization
expense related to goodwill and other intangible assets in future periods. There
can be no assurance that the Company will be able to achieve or sustain revenue
growth or profitability on a quarterly or annual basis. See "Selected
Consolidated Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

The Company's operating history is limited. The Company's prospects
must be considered in light of the risks, expenses and difficulties frequently
encountered by companies with limited operating histories, particularly
companies in new and rapidly evolving markets such as EDI and transaction
processing. Such risks include, but are not limited to, an evolving and
unpredictable business model and the difficulties inherent in the management of
growth. To address these risks, the Company must, among other things, maintain
and increase its client base, implement and successfully execute its business
and marketing strategies, continue to develop and upgrade its technology and
transaction-processing systems, provide superior client service, respond to
competitive developments, and attract, retain and motivate qualified personnel.
There can be no assurance that the Company will be successful in addressing such
risks or in achieving profitability, and the failure to do so could have a
material adverse effect on the Company's business, financial condition and
results of operations.

ACQUISITION STRATEGY; NEED FOR ADDITIONAL CAPITAL

The Company's strategy includes acquisitions of healthcare EDI
businesses that complement or supplement the Company's business. The success of
such a strategy will depend on many factors, including the Company's ability to
identify suitable acquisition candidates, the purchase price and the
availability and terms of financing. Significant competition for acquisition
opportunities exists in the healthcare EDI industry, which may significantly
increase the costs of and decrease the opportunities for acquisitions. Although
the Company is actively pursuing possible acquisitions, there can be no
assurance that any acquisition will be consummated. No assurances can be given
that the Company will be able to operate any acquired businesses profitably or
otherwise successfully implement its expansion strategy. The Company may finance
future acquisitions through borrowings or the issuance of debt or equity
securities. Any borrowings would increase the Company's interest expense and any
issuance of equity securities could have a dilutive effect on the holders of
Common Stock. The Company will not be able to account for acquisitions under the
"pooling of interests" method for at least two years following the Offering.
Accordingly, such future acquisitions may result in significant goodwill and a
corresponding increase in the amount of amortization expense and could also
result in write-downs of purchased assets, all of which could adversely affect
the Company's operating results in future periods.

The Credit Facility is scheduled to terminate on October 29, 1999.
Although the Company has entered into the New Credit Facility to provide up to
$25 million in financing for working capital and other uses beyond such date,
the obligations of the lenders to close the initial funding under the New Credit
Facility are subject to a number of conditions and there can be no assurance
that such financing

will be made available. Accordingly, there can be no assurance that the Company
will be able to obtain financing on terms favorable to the Company and the
failure to do so could have a material adverse effect on the Company's business,
financial condition and results of operations.

INTEGRATION OF ACQUIRED BUSINESSES

The success of the Company's acquisition strategy also depends to a
large degree on the Company's ability to effectively integrate the acquired
products and services, facilities, technologies, personnel and operations into
the Company. The process of integration often requires substantial management
attention and other corporate resources, and the Company may not be able to
accurately predict the resources that will be needed to integrate acquired
operations. There can be no assurance that the Company will be able to
effectively integrate any or all acquired companies or operations. Any failure
to do so could result in operating inefficiencies, redundancies, management
distraction or technological difficulties (among other possible adverse
consequences), any of which could have a material adverse effect on the
Company's business, financial condition and results of operations.

EVOLVING INDUSTRY STANDARDS AND RAPID TECHNOLOGICAL CHANGES

The market for the Company's products and services is characterized by
rapidly changing technology, evolving industry standards and the frequent
introduction of new and enhanced services. The Company's success will depend
upon its ability to enhance its existing services, to introduce new products and
services on a timely and cost-effective basis to meet evolving client
requirements, to achieve market acceptance for new products or services and to
respond to emerging industry standards and other technological changes. There
can be no assurance that the Company will be able to respond effectively to
technological changes or new industry standards. Moreover, there can be no
assurance that other companies will not develop competitive products or
services, or that any such competitive products or services will not have an
adverse effect on the Company's business, financial condition and results of
operations.

DEPENDENCE ON CONNECTIONS TO PAYORS

The Company's business is enhanced by the substantial number of payors
(such as insurance companies, Medicare and Medicaid agencies and Blue Cross/Blue
Shield organizations) to which the Company has electronic connections. These
connections may either be made directly or through a clearinghouse or other
intermediary. The Company has attempted to enter into suitable contractual
relationships to ensure long term payor connectivity; however, there can be no
assurance that the Company will be able to maintain its links with all payors
with whom it currently has connections. In addition, there can be no assurance
that the Company will be able to develop new connections (either directly or
through clearinghouses) on satisfactory terms, if at all. Lastly, certain
third-party payors provide EDI systems directly to healthcare providers,
bypassing third-party processors such as the Company. The failure to maintain
its existing connections with payors and clearinghouses or to develop new
connections as circumstances warrant, or an increase in the utilization of
direct links between providers and payors, could have a material adverse effect
on the Company's business, financial condition and results of operations.

DEVELOPMENT OF EDI PROCESSING IN THE HEALTHCARE INDUSTRY

The Company's strategy anticipates that electronic processing of
healthcare transactions, including transactions involving clinical as well as
financial information, will become more widespread and that providers and
third-party payors increasingly will use EDI processing networks for the
processing and transmission of data. Electronic transmission of healthcare
transactions is still developing, and complexities in the nature and types of
transactions which must be processed have hindered, to some degree, the
development and acceptance of EDI processing in this market. There can be no
assurance that continued conversion from paper-based transaction processing to
EDI processing in the healthcare industry will occur or that, to the extent it
does occur, healthcare providers and payors will use independent processors such
as the Company. Furthermore, if EDI processing extensively penetrates the
healthcare

market or becomes highly standardized, it is possible that competition among
transaction processors will focus increasingly on pricing. If competition causes
the Company to reduce its pricing in order to retain market share, the Company
may suffer a material adverse change in its business, financial condition and
results of operations.

POTENTIAL VARIABILITY IN QUARTERLY OPERATING RESULTS

The Company's quarterly operating results have varied significantly in
the past and are likely to vary from quarter to quarter in the future. Quarterly
revenues and operating results may fluctuate as a result of a variety of
factors, including: integration of acquired businesses; seasonal variability of
demand for healthcare services generally; the number, timing and significance of
announcements and releases of product enhancements and new products by the
Company and its competitors; the timing and significance of announcements
concerning the Company's present or prospective strategic alliances; the loss of
clients due to consolidation in the healthcare industry; legislation or changes
in government policies or regulations relating to healthcare EDI processing;
delays in product installation requested by clients; the length of the sales
cycle or the timing of sales; client budgeting cycles and changes in client
budgets; marketing and sales promotional activities; software defects and other
quality factors; and general economic conditions.

The Company's operating expense levels, which will increase with the
addition of acquired businesses, are relatively fixed. If revenues are below
expectations, net income is likely to be disproportionately adversely affected.
Further, in some future quarters the Company's revenues or operating results may
be below the expectations of securities analysts and investors. In such event,
the trading price of the Company's Common Stock would likely be materially
adversely affected. See "Summary -- Quarterly Financial Information" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Quarterly Operating Results."

PROPOSED HEALTHCARE DATA CONFIDENTIALITY LEGISLATION

Legislation that imposes restrictions on third-party processors'
ability to analyze certain patient data without specific patient consent has
been introduced in the U.S. Congress. Although the Company does not currently
access or analyze individually identifiable patient information, such
legislation, if adopted, could adversely affect the ability of third-party
processors to transmit information such as treatment and clinical data, and
could adversely affect the Company's ability to expand into related areas of the
EDI healthcare market. In addition, the Health Insurance Portability and
Accountability Act, passed in 1997, mandates the establishment of federal
standards for the confidentiality, format and transmission of patient data, as
well as recordkeeping and data security obligations. It is possible that the
standards so developed will necessitate changes to the Company's operations,
which could have a material adverse effect on the Company's business, financial
condition and results of operations.

COMPETITION

The Company faces significant competition from healthcare and
non-healthcare EDI processing companies. The Company also faces potential
competition from other companies, such as vendors of provider information
management systems, which have added or may add their own proprietary EDI
processing systems to existing or future products and services. Competition may
be experienced in the form of pressure to reduce per transaction prices or
eliminate per transaction pricing altogether. If EDI processing becomes the
standard for claims and information processing, a number of larger and better
capitalized entities may elect to enter the industry and further increase
competitive pricing pressures. Many of the Company's existing and potential
competitors are larger and have significantly greater financial, marketing,
technological and other resources than the Company. There can be no assurance
that increased competition will not have a material adverse effect on the
Company's business, financial condition and results of operations. See "Business
- -- Competition."

RISK OF INTERRUPTION OF DATA PROCESSING

The Company currently processes its data through its facilities in
Twinsburg, Ohio, Mitchel Field, New York, and Atlanta, Georgia. The Twinsburg
and Mitchel Field sites are designed to be redundant. Additionally, the Company
transmits data through a number of different telecommunications networks,

using a variety of different technologies. However, the occurrence of an event
that overcomes the data processing and transmission redundancies then in place
could lead to service interruptions and could have a material adverse effect on
the Company's business, financial condition and results of operations.

YEAR 2000 COMPLIANCE

Many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. These date code
fields will need to accept four digit entries to distinguish 21st century dates
from 20th century dates. As a result, prior to January 1, 2000, computer systems
and/or software used by many companies (including the Company) will need to be
upgraded to comply with such "Year 2000" requirements. Significant uncertainty
exists in the software industry concerning the potential consequences of the
Year 2000 phenomenon. Although the Company currently offers software products
that are designed or have been modified to comply with the Year 2000
requirements, the Company has identified certain products and services which it
believes are not Year 2000 compliant. While the Company has plans to address
such problems, there can be no assurance that the costs of bringing these
systems into compliance will not be significantly greater than expected, that
compliance will be achieved in a timely manner, or that providers and payors
will bring their systems into Year 2000 compliance in a timely manner. The
failure to achieve Year 2000 compliance in a timely manner could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations-- Year 2000 Compliance."

In October 1998 the Company acquired HII. HII's EDI products and
services fall into three categories: physician claims processing, hospital
claims processing and claims data transmission (extraction and transmission of
claims data to a third party data analyst). Based on its review at the time of
the acquisition, the Company determined that none of these products is Year 2000
compliant. Prior to the HII acquisition, certain employees and officers of HII
made express and implied representations to a number of HII's clients that HII's
systems would be Year 2000 compliant by January 1, 1999. While the Company is
actively engaged in a remediation program to provide HII's clients with Year
2000 compliant products and services, it is likely that such remediation program
will not be completed prior to mid-1999. Consequently, certain of HII's clients
may elect to terminate their relationships with HII.

The New Credit Facility contains a covenant on the part of the Company
to cause its products to be Year 2000 compliant by September 30, 1999. Failure
to achieve such compliance on a timely basis would create a default under the
New Credit Facility. There can be no assurance that such compliance will be
achieved on a timely basis. Failure to do so could have a material adverse
effect on the Company's business, financial condition and results of operations.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations-- Year 2000 Compliance."

DEPENDENCE ON KEY PERSONNEL

The Company's performance depends in significant part on the continued
service of its executive officers, its product managers and key sales, marketing
and development personnel. The Company considers its key management personnel to
be Thomas P. Staudt, President and Chief Executive Officer, William M. McManus,
Linda K. Ryan and Roger L. Primeau, in charge of the pharmacy, medical and
dental operations, respectively, James T. Stinton, the Company's Chief
Information Officer, and Richard P. Bankosky, the Company's Chief Financial
Officer. No single individual is considered by the Company to be critical to the
Company's success. The Company does not maintain employment agreements with
these officers or other employees (with limited exceptions) and the failure to
retain the services of such persons could have a material adverse effect on the
Company's business, financial condition and results of operations.

UNCERTAINTY AND CONSOLIDATION IN THE HEALTHCARE INDUSTRY

The healthcare industry is subject to changing political, economic and
regulatory influences that may affect the procurement practices and operations
of healthcare industry participants. Federal and state legislatures periodically
consider programs to modify or amend the United States healthcare sys-

tem at both the federal and state level. These programs may contain proposals to
increase governmental involvement in healthcare, lower reimbursement rates or
otherwise change the environment in which healthcare industry participants
operate. Healthcare industry participants may react to these proposals and the
uncertainty surrounding such proposals by curtailing or deferring investments,
including investments in the Company's products and services. In addition, many
healthcare providers are consolidating to create larger healthcare delivery
organizations. This consolidation reduces the number of potential clients for
the Company's services, and the increased bargaining power of these
organizations could lead to reductions in the amounts paid for the Company's
services. Other healthcare information companies, such as billing services and
practice management vendors, which currently utilize the Company's services,
could develop or acquire transaction processing and networking capabilities and
may cease utilizing the Company's services in the future. The impact of these
developments in the healthcare industry is difficult to predict and could have a
material adverse effect on the Company's business, financial condition and
results of operations. To the extent that the current trend toward consolidation
in the industry continues, MEDE AMERICA may find it more difficult to obtain
access to payors, information providers and practice management software vendors
on whom its ability to deliver services and enroll new clients now depends. Loss
of access to these industry participants could materially adversely affect the
Company's business, financial condition and results of operations.

DEPENDENCE ON INTELLECTUAL PROPERTY; RISK OF INFRINGEMENT

The Company's ability to compete effectively depends to a significant
extent on its ability to protect its proprietary information. The Company relies
on a combination of statutory and common law copyright, trademark and trade
secret laws, client licensing agreements, employee and third-party nondisclosure
agreements and other methods to protect its proprietary rights. The Company does
not include in its software any mechanisms to prevent or inhibit unauthorized
use, but generally enters into confidentiality agreements with its consultants,
clients and potential clients and limits access to, and distribution of, its
proprietary information. The Company has not filed any patent applications with
respect to its intellectual property. It is the Company's policy to defend its
intellectual property; however, there can be no assurance that the steps taken
by the Company to protect its proprietary information will be adequate to
prevent misappropriation of its technology or that the Company's competitors
will not independently develop technologies that are substantially equivalent or
superior to the Company's technology.

The Company is also subject to the risk of alleged infringement by it
of intellectual property rights of others. Although the Company is not currently
aware of any pending or threatened infringement claims with respect to the
Company's current or future products, there can be no assurance that third
parties will not assert such claims. Any such claims could require the Company
to enter into license arrangements or could result in protracted and costly
litigation, regardless of the merits of such claims. No assurance can be given
that any necessary licenses will be available or that, if available, such
licenses can be obtained on commercially reasonable terms. Furthermore,
litigation may be necessary to enforce the Company's intellectual property
rights, to protect the Company's trade secrets, to determine the validity and
scope of the proprietary rights of others or to defend against claims of
infringement. Such litigation could result in substantial costs and diversion of
resources and could have a material adverse effect on the Company's business,
financial condition and results of operations.

The Company expects that software developers will increasingly be
subject to such claims as the number of products and competitors providing
software and services to the healthcare industry increases and overlaps occur.
Any such claim, with or without merit, could result in costly litigation or
might require the Company to enter into royalty or licensing agreements, any of
which could have a material adverse effect on the Company's business, financial
condition and results of operations. Such royalty or licensing agreements, if
required, may not be available on terms acceptable to the Company or at all.

RISK OF PRODUCT DEFECTS

Products such as those offered by the Company may contain errors or
experience failures, especially when initially introduced or when new versions
are released. While the Company conducts extensive testing to address these
errors and failures, there can be no assurance that errors or performance
failures

will not occur in products under development or in enhancements to current
products. Any such errors or failures could result in loss of revenues and
clients, delay in market acceptance, diversion of development resources, damage
to the Company's reputation or increased service costs, any of which could have
a material adverse effect on the Company's business, financial condition and
results of operations. To date, the Company has not experienced any material
product defects.

CONTROL BY EXISTING STOCKHOLDERS

After the Offering, 48.3% of the Common Stock will be owned by
investment funds affiliated with WCAS and 7.7% will be owned by investment funds
affiliated with WBCP. See "Principal Shareholders" and "Description of Capital
Stock -- Recapitalization." As a result of this concentration of ownership,
these shareholders may be able to exercise control over matters requiring
shareholder approval, including the election of directors and approval of
significant corporate transactions. Such control may have the effect of delaying
or preventing a change in control of the Company. The Company's Board of
Directors currently includes Thomas E. McInerney and Anthony J. de Nicola,
designees of WCAS, and Timothy M. Murray, a designee of WBCP. The funds
affiliated with WCAS may be deemed to be controlled by their respective general
partners, the general partners of each of which include some or all of the
following individuals: Thomas E. McInerney and Anthony J. de Nicola, directors
of the Company, Patrick J. Welsh, Russell L. Carson, Bruce K. Anderson, Richard
H. Stowe, Andrew M. Paul, Robert A. Minicucci, Paul B. Queally and Laura M.
VanBuren. The funds affiliated with WBCP may be deemed to be controlled by their
respective general partners, the general partners of which include William Blair
& Company L.L.C. and certain of its employees, including Timothy E. Murray, a
director of the Company.

NO PUBLIC MARKET FOR THE COMMON STOCK; PRICE AND MARKET VOLATILITY

Prior to this Offering, there has been no public market for the Common
Stock, and there can be no assurance that an active trading market will develop
or be sustained after this Offering or that the market price of the Common Stock
will not decline below the initial public offering price. The initial public
offering price has been determined by negotiations between the Company and the
Representatives of the Underwriters and may not be indicative of the market
price of the Common Stock in the future. See "Underwriting" for a discussion of
the factors considered in determining the initial public offering price. The
stock market has from time to time experienced extreme price and volume
fluctuations, particularly in the securities of technology companies, which have
often been unrelated to the operating performance of individual companies.
Announcements of technological innovations or new and enhanced commercial
products by the Company or its competitors, market conditions in the industry,
developments or disputes concerning proprietary rights, changes in earnings,
economic and other external factors, political and other developments and
period-to-period fluctuations in financial results of the Company may have a
significant impact on the market price and marketability of the Company's Common
Stock. Fluctuations in the trading price of the Common Stock may also adversely
affect the liquidity of the trading market for the Common Stock.

POTENTIAL ADVERSE EFFECT OF ANTI-TAKEOVER PROVISIONS

The Company's Board of Directors is authorized to issue up to
5,000,000 shares of Preferred Stock and to determine the price, rights,
preferences and privileges of those shares without any further vote or action by
the Company's stockholders. The rights of the holders of Common Stock will be
subject to, and may be adversely affected by, the rights of the holders of any
shares of Preferred Stock that may be issued in the future. While the Company
has no present intention to issue shares of Preferred Stock, any such issuance,
while providing desirable flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of making it more difficult
for a third party to acquire a majority of the outstanding voting stock of the
Company. In addition, such Preferred Stock may have other rights, including
economic rights senior to the Common Stock, and, as a result, the issuance
thereof could have a material adverse effect on the market value of the Common
Stock. Furthermore, the Company is subject to the anti-takeover provisions of
Section 203 of the Delaware General Corporation Law (the "DGCL"), which
prohibits the Company from engaging in a "business combination"

with an "interested stockholder" for a period of three years after the date of
the transaction in which such person first becomes an "interested stockholder,"
unless the business combination is approved in a prescribed manner. The
application of these provisions could have the effect of delaying or preventing
a change of control of the Company. Certain other provisions of the Amended and
Restated Certificate of Incorporation and the Company's Bylaws could also have
the effect of delaying or preventing changes of control or management of the
Company, which could adversely affect the market price of the Company's Common
Stock. See "Description of Capital Stock -- Preferred Stock" and "-- Delaware
Laws and Certain Charter and Bylaw Provisions; Anti-Takeover Measures."

SHARES ELIGIBLE FOR FUTURE SALE; POSSIBLE ADVERSE EFFECT ON FUTURE MARKET PRICE

Sales of Common Stock (including Common Stock issued upon the exercise
of outstanding stock options) in the public market after this Offering could
materially adversely affect the market price of the Common Stock. Upon the
completion of this Offering and giving effect to the Recapitalization, the
Company will have 12,613,084 shares of Common Stock outstanding, assuming no
exercise of stock options and no exercise of the Underwriters' over-allotment
option. Of these outstanding shares of Common Stock, the 4,166,667 shares sold
in this Offering will be freely tradeable, without restriction under the
Securities Act of 1933, as amended (the "Securities Act"), unless purchased by
"affiliates" of the Company, as that term is defined in Rule 144 under the
Securities Act. The remaining 8,446,417 shares of Common Stock held by existing
stockholders are "restricted securities" as that term is defined in Rule 144
under the Securities Act and were issued and sold by the Company in reliance on
exemptions from the registration requirements of the Securities Act. These
shares may be resold in the public market only if registered or pursuant to an
exemption from registration, such as Rule 144 under the Securities Act. All
officers, directors and certain holders of Common Stock beneficially owning, in
the aggregate, approximately 8,202,876 shares of Common Stock and options to
purchase 482,823 shares of Common Stock, have agreed, pursuant to certain
lock-up agreements, that they will not sell, offer to sell, solicit an offer to
purchase, contract to sell, grant any option to sell, pledge, or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock owned
by them, or that could be purchased by them through the exercise of options to
purchase Common Stock of the Company, for a period of 180 days after the date of
this Prospectus without the prior written consent of Salomon Smith Barney Inc.
Upon expiration of the lock-up agreements, all shares of Common Stock currently
outstanding will be immediately eligible for resale, subject to the requirements
of Rule 144. The Company is unable to predict the effect that sales may have on
the then prevailing market price of the Common Stock. See "Management --
Employee Benefit Plans," "Description of Capital Stock" and "Shares Eligible for
Future Sale."

BENEFITS OF THE OFFERING TO CURRENT STOCKHOLDERS

Prospective investors should be aware that current holders of the
Company's Common Stock and Preferred Stock will benefit from the Offering.
Approximately $25.2 million of the net proceeds of the Offering will be used to
prepay all then outstanding principal and accrued interest on a Senior
Subordinated Note (as herein defined) held by WCAS Capital Partners II, L.P.,
one of the Company's principal stockholders. In addition, approximately $19.6
million of the net proceeds will be used to reduce outstanding indebtedness and
accrued interest under the Credit Facility. If the Underwriters' overallotment
option is exercised, the cash realized by the Company therefrom will be applied
to the payment of accrued dividends on the Preferred Stock (which amounted to
$8,424,758 as of December 31, 1998) and the remainder of such accrued dividends
would convert into Common Stock. The Company has entered into a New Credit
Facility, which is not guaranteed by a third party. The existing Credit Facility
is guaranteed by the Company's four principal stockholders. See "Use of
Proceeds" and "Certain Transactions."

After the Offering, all existing stockholders will benefit from
certain changes including the creation of a public market for the Company's
Common Stock. Moreover, the current shareholders will realize an immediate
increase in market and tangible book value. Assuming an initial public offering
price of $12.00 per share, the aggregate unrealized gain to current stockholders
of the Company, based on the difference between such public offering price of
the Common Stock and the acquisition cost of their equity, will be $72.4
million.

See "Dilution."

IMMEDIATE AND SUBSTANTIAL DILUTION

Purchasers of Common Stock in the Offering will incur immediate and
substantial dilution in the net tangible book value per share of Common Stock in
the amount of $11.09 per share, at an assumed initial public offering price of
$12.00 per share. To the extent that outstanding options to purchase Common
Stock are exercised, there will be further dilution. See "Dilution."

ABSENCE OF DIVIDENDS

No dividends have been paid on the Common Stock to date and the
Company does not anticipate paying dividends on the Common Stock in the
foreseeable future. The Credit Facility and the New Credit Facility prohibit the
Company from paying dividends on the Common Stock. See "Dividend Policy."

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS

This Prospectus contains certain statements that are "forward-looking
statements," which include, among other things, the discussions of the Company's
business strategy and expectations concerning developments in the healthcare EDI
industry, the Company's market position, future operations, transaction growth,
margins and profitability, and liquidity and capital resources. Investors in the
Common Stock offered hereby are cautioned that such forward-looking statement
involves risks and uncertainties, and that although the Company believes that
the assumptions on which the forward-looking statements contained herein are
reasonable, any of those assumptions could prove to be inaccurate, and as a
result, the forward-looking statements based on those assumptions also could be
incorrect. The uncertainties in this regard include, but are not limited to,
those identified in the risk factors discussed above. In light of these and
other uncertainties, the inclusion of a forward-looking statement herein should
not be regarded as a representation by the Company that the Company's plans and
objectives will be achieved.

THE COMPANY

MEDE AMERICA is a leading provider of EDI products and services to a
broad range of providers and payors in the healthcare industry. The Company
offers an integrated suite of EDI solutions that allows hospitals, pharmacies,
physicians, dentists and other healthcare providers and provider groups to
electronically edit, process and transmit claims, eligibility and enrollment
data, track claims submissions throughout the claims payment process and obtain
faster reimbursement for their services. In addition to offering greater
processing speed, the Company's EDI products reduce processing costs, increase
collection rates and result in more accurate data interchange. The Company
maintains over 540 direct connections with insurance companies, Medicare and
Medicaid agencies, Blue Cross and Blue Shield systems and other third party
payors, as well as over 500 indirect connections with additional payors through
claims clearinghouses. As of December 31, 1998, the Company processed over
900,000 transactions per day for over 65,000 providers located in all 50 states.
The Company's mission is to be the leading provider of integrated healthcare
transaction processing technology, networks and databases, enabling its clients
to improve the quality and efficiency of their services.

The Company was formed in March 1995 through the consolidation and
subsequent spin-off of three subsidiaries of Card Establishment Services, Inc.
("CES"), in connection with the acquisition by First Data Corporation of CES'
credit card processing business. The three subsidiaries, MedE America, Inc.,
Medical Processing Center, Inc. ("MPC") and Wellmark, Inc. ("Wellmark"), which
comprised the heathcare services business of CES, historically provided EDI
services to hospitals and physicians. After the spin-off, the Company made
several strategic acquisitions to strengthen its core hospital/medical business
and to expand into the pharmaceutical and dental markets. In March 1995, the
Company acquired General Computer Corporation, subsequently renamed MEDE AMERICA
Corporation of Ohio (referred to herein as "MEDE OHIO"), a developer of EDI
systems and services for the pharmaceutical industry, and in June 1995 the
Company acquired Latpon Health Systems, Incorporated ("Latpon"), a developer of
proprietary EDI claims processing software for hospitals and physicians. These
acquisitions were followed by acquisitions of Electronic Claims and Funding,
Inc. ("EC&F"), and Premier Dental Systems, Corp. ("Premier"), in October 1995.
These companies were engaged in the EDI and management software businesses in
the dental market. The Company enhanced its presence in the pharmacy market by
acquiring Time-Share Computer Systems, Inc. ("TCS"), in February 1997 and The
Stockton Group, Inc. ("Stockton") in November 1997. Healthcare Interchange, Inc.
("HII"), a provider of transaction processing services to hospitals and
physician groups, was acquired in October 1998. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Overview."

The Company's executive offices are located at 90 Merrick Avenue,
Suite 501, East Meadow, New York 11554, and its telephone number is (516)
542-4500.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common
Stock offered hereby, assuming an initial public offering price of $12.00 per
share, are estimated to be $44.8 million ($51.8 million if the Underwriters'
over-allotment option is exercised in full), after deducting the estimated
offering fees and expenses payable by the Company. The Company intends to use
the net proceeds from the Offering as follows: (i) approximately $25.2 million
to prepay all then outstanding principal and accrued interest on its outstanding
10% Senior Subordinated Note due February 14, 2002 (the "Senior Subordinated
Note") and (ii) the balance (approximately $19.6 million) to reduce the
outstanding indebtedness and accrued interest under the Credit Facility. Cash
realized by the Company upon any exercise of the Underwriters' over-allotment
option would be applied to the payment of accrued dividends on the Preferred
Stock and the remainder of such accrued dividends would convert into Common
Stock. As of December 31, 1998, such accrued dividends totaled $8,424,758. See
"Certain Transactions." Pending application to the foregoing uses, such proceeds
will be invested in short-term, investment-grade, interest-bearing obligations.

DIVIDEND POLICY

The Company has never declared or paid any dividends on its Common
Stock and does not anticipate paying any cash dividends in the foreseeable
future. The Credit Facility and the New Credit Facility prohibit the payment of
dividends on the Common Stock. The Company currently intends to retain any
earnings to fund future growth and the operation of its business. See "Risk
Factors -- Absence of Dividends."

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
September 30, 1998 on an actual basis and pro forma, as adjusted to reflect (i)
the acquisition of HII in October 1998, (ii) the Recapitalization and (iii) the
issuance and sale by the Company of 4,166,667 shares of Common Stock offered
hereby, assuming an initial public offering price of $12.00 per share, after
deducting the estimated offering fees and expenses payable by the Company, and
the application of the net proceeds thereof as described under "Use of
Proceeds." The following table should be read in conjunction with the
Consolidated Financial Statements and the notes thereto and the "Unaudited Pro
Forma Consolidated Financial Information" appearing elsewhere in this
Prospectus.

AS OF SEPTEMBER 30, 1998
-----------------------------
PRO FORMA,
ACTUAL AS ADJUSTED(1)
----------- ---------------
(IN THOUSANDS)

Long-term debt (including current portion)
Senior Subordinated Note ..................... $ 23,455 $ --
Credit Facility .............................. 17,950 10,493
Other debt ................................... 1,222 1,222
--------- ---------
Total long-term debt ....................... 42,627 11,715
--------- ---------
Redeemable cumulative preferred stock ......... 31,823 --
--------- ---------
Stockholders' (deficit) equity
Common Stock(2) .............................. 57 127
Additional paid-in capital ................... 27,521 104,074
Accumulated deficit .......................... (51,328) (52,873)
--------- ---------
Total stockholders' (deficit) equity ......... (23,750) 51,328
--------- ---------
Total capitalization ......................... $ 50,700 $ 63,043
========= =========

- ----------
(1) As adjusted to reflect (i) additional borrowings of $11.7 million in
connection with the acquisition of HII in October 1998, (ii) the
Recapitalization and (iii) the sale of 4,166,667 shares of Common Stock
offered by the Company hereby at an assumed initial public offering price of
$12.00 per share and the anticipated application of the estimated net
proceeds therefrom.

(2) Excludes (i) 1,250,000 shares of Common Stock issuable pursuant to the Medic
Warrant, (ii) 84,050 shares of Common Stock issuable pursuant to the 1998
Guaranty Warrants and (iii) 482,823 shares of Common Stock reserved for
issuance upon exercise of stock options outstanding under the Stock Plan as
of December 31, 1998, at a weighted average exercise price of $4.84 per
share, of which 233,668 were exercisable at such date. See "Prospectus
Summary -- Recent Developments" and "Management-Employee Benefit Plans."
Includes 59,926 shares of Common Stock issuable upon exercise of Common
Stock purchase warrants as contemplated by the Recapitalization. See
"Description of Capital Stock."

DILUTION

The pro forma deficit in net tangible book value of the Company as of
September 30, 1998, after giving effect to the Recapitalization, was
approximately $(31.8) million or $(3.79) per share of Common Stock. Pro forma
net deficit in tangible book value per share is determined by dividing the net
tangible deficit in book value of the Company (pro forma tangible assets less
total liabilities) by the number of shares of Common Stock outstanding. Dilution
per share represents the difference between the amount per share paid by
purchasers of shares of Common Stock in the Offering and the pro forma net
tangible book value per share of Common Stock immediately after completion of
the Offering. Without taking into account any changes in such pro forma net
tangible book value after September 30, 1998, other than to give effect to (i)
the sale of 4,166,667 shares of Common Stock by the Company in this Offering at
an assumed initial public offering price of $12.00 per share and after deducting
the estimated fees and offering expenses, (ii) the application of the estimated
net proceeds therefrom and (iii) the Recapitalization, the pro forma net
tangible book value of the Company as of September 30, 1998 would have been
approximately $11.5 million or $0.91 per share. This represents an immediate
increase in pro forma net tangible book value of $4.70 per share to existing
stockholders and an immediate dilution in pro forma net tangible book value of
$11.09 per share to new investors. The following table illustrates this dilution
on a per share basis.

Assumed initial public offering price per share ...................... $ 12.00
Pro forma net tangible book value per share before this Offering(1). $(3.79)
Increase per share attributable to new investors ................... 4.70
------
Pro forma net tangible book value per share after this Offering ...... 0.91
-------
Dilution per share to new investors(2) ............................... $ 11.09
=======

- ----------
(1) Pro forma net tangible book value per share of Common Stock is determined by
dividing the Company's pro forma deficit in net tangible book value at
September 30, 1998 of $(31.8) million, by the pro forma number of shares of
Common Stock outstanding, in each case after giving effect to the
Recapitalization.

(2) Dilution per share to new investors is determined by subtracting pro forma
net tangible book value per share after this Offering from the initial
public offering price per share.

The following table sets forth, on a pro forma basis as of September
30, 1998, after giving effect to the Recapitalization, the number of shares of
Common Stock purchased from the Company, the total consideration paid and the
average price per share paid by existing stockholders (excluding the fair value
of companies contributed in the March 1995 spin-off from CES) and to be paid by
new investors, based on an assumed initial public offering price of $12.00 per
share and before deducting estimated fees and expenses payable by the Company:

SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------------ -------------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
------------ --------- -------------- --------- ----------

Existing stockholders ......... 8,396,299 66.8% $28,349,000 36.2% $ 3.38
New investors ................. 4,166,667 33.2 50,000,004 63.8 12.00
--------- ----- ----------- -----
Total ......................... 12,562,966 100.0% $78,349,004 100.0%
========== ===== =========== =====

The foregoing tables assume no exercise of any outstanding stock
options to purchase Common Stock. At September 30, 1998 there were 482,823
shares of Common Stock issuable upon the exercise of stock options outstanding
under the Company's Stock Plans, of which 221,890 were currently exercisable.
Such options have a weighted average exercise price of $4.84 per share. To the
extent such options are exercised, there will be further dilution to the new
investors. See "Capitalization," "Management -- Employee Benefit Plans" and
"Description of Capital Stock."

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated financial information
has been prepared by the Company's management from the historical Consolidated
Financial Statements of the Company and the notes thereto included elsewhere in
this Prospectus. The unaudited pro forma consolidated statements of operations
for the year ended June 30, 1998 and the three months ended September 30, 1998
include adjustments that give effect to (i) the acquisition of Stockton in
November 1997, (ii) the acquisition of HII in October 1998, (iii) the
Recapitalization and (iv) the Offering, as if they had occurred as of July 1,
1997. The unaudited pro forma consolidated balance sheet as of September 30,
1998 gives effect to (i) the acquisition of HII in October 1998, (ii) the
Recapitalization and (iii) the Offering, as if they had occurred on such date.

The pro forma adjustments are based upon available information and
certain assumptions that the Company believes are reasonable under the
circumstances. The unaudited pro forma consolidated financial information should
be read in conjunction with the historical financial statements of the Company,
Stockton and HII and the respective notes thereto, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the other
financial information included herein. The unaudited pro forma consolidated
financial information is provided for information purposes only and does not
purport to be indicative of the results which would have been obtained had the
acquisitions of Stockton and HII, the Recapitalization and the Offering been
completed on the dates indicated or which may be expected to occur in the
future.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

ACTUAL ADJUSTMENTS
----------------------------------- RELATING TO THE
COMPANY(1) STOCKTON(2) HII(3) ACQUISITIONS
------------ ------------- -------- -----------------

Revenues .................................. $ 42,290 $1,646 $4,944 $ --
Operating expenses:

Operations ............................... 16,958 216 1,679 29 (4)
Sales, marketing and client services...... 10,765 298 1,313 --
Research and development ................. 3,941 43 -- --
General and administrative ............... 4,865 161 1,001 --
Depreciation and amortization ............ 7,143 54 200 1,270 (5)
(22)(6)

--------
Total operating expenses .................. 43,672 772 4,193 1,277
--------- ------ ------ --------
Income (loss) from operations ............. (1,382) 874 751 (1,277)
Other (income) expense .................... (12) -- -- --
Interest expense (income), net ............ 3,623 27 190 791 (7)
--------- ------ ------ --------
Income (loss) before provision for
income taxes (Income from continu-
ing operations as it relates to HII) ..... (4,993) 847 561 (2,068)
Provision for income taxes ................ 42 -- -- --
--------- ------ ------ --------
Net income (loss) (Income from con-
tinuing operations as it relates to
HII) ..................................... (5,035) 847 $ 561 (2,068)
======
Preferred stock dividends ................. (2,400) -- --
--------- ------ --------
Net income (loss) applicable to
common stockholders ...................... $ (7,435) $ 847 $ (2,068)
========= ====== ========
Basic and diluted net loss per common
share .................................... $ (1.31)
Weighted average common shares
outstanding - Basic and diluted .......... 5,679 --

ADJUSTMENTS
RELATING TO THE OFFERING PRO FORMA,
RECAPITALIZATION PRO FORMA ADJUSTMENTS AS ADJUSTED
------------------ ------------- ----------------- ------------

Revenues .................................. $ -- $ 48,880 $ -- $ 48,880
Operating expenses:
Operations ............................... -- 18,882 -- 18,882
Sales, marketing and client services...... -- 12,376 -- 12,376
Research and development ................. -- 3,984 -- 3,984
General and administrative ............... -- 6,027 -- 6,027
Depreciation and amortization ............ -- 8,645 -- 8,645
--
----------
Total operating expenses .................. -- 49,914 -- 49,914
---------- --------- ---------- ---------
Income (loss) from operations ............. -- (1,034) -- (1,034)
Other (income) expense .................... -- (12) -- (12)
Interest expense (income), net ............ -- 4,631 (3,992)(8) 639
---------- --------- ---------- ---------
Income (loss) before provision for
income taxes (Income from continu-
ing operations as it relates to HII) ..... -- (5,653) 3,992 (1,661)
Provision for income taxes ................ -- 42 -- 42
---------- --------- ---------- ---------
Net income (loss) (Income from con-
tinuing operations as it relates to
HII) ..................................... -- (5,695) 3,992 (9) (1,703)
Preferred stock dividends ................. 2,400 (10) -- -- --
---------- --------- ---------- ---------
Net income (loss) applicable to
common stockholders ...................... $ 2,400 $ (5,695) $ 3,992 $ (1,703)
========== ========= ========== =========
Basic and diluted net loss per common
share .................................... $ (0.14)
Weighted average common shares
outstanding - Basic and diluted .......... 2,462 (11) 8,141 4,167 (12) 12,308

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

ACTUAL ADJUSTMENTS
----------------------- RELATING TO THE
COMPANY HII(13) HII ACQUISITION
------------- --------- -----------------

Revenues ................................. $ 12,006 $1,312 $ --
Operating expenses:

Operations .............................. 4,793 479 --
Sales, marketing and client services..... 2,930 278 --
Research and development ................ 1,106 -- --
General and administrative .............. 1,263 248 --
Depreciation and amortization ........... 1,894 44 239 (5)
--------- ------ ------
Total operating expenses ................. 11,986 1,049 239
--------- ------ ------
Income (loss) from operations ............ 20 263 (239)
Other (income) expense ................... -- -- --
Interest expense (income), net ........... 1,089 64 120 (7)
--------- ------ ------
Income (loss) before provision for
income taxes ............................ (1,069) 199 (359)
Provision for income taxes ............... 16 -- --
--------- ------ ------
Net income (loss) ........................ (1,085) 199 (359)
Preferred stock dividends ................ (600) (23) 23 (14)
--------- ------ ------
Net income (loss) applicable to
common stockholders ..................... $ (1,685) $ 176 $ (336)
========= ====== ======
Basic and diluted net loss per common
share ................................... $ (0.30)
Weighted average common shares
outstanding - Basic and diluted ......... 5,685 --

ADJUSTMENTS
RELATING TO THE OFFERING PRO FORMA,
RECAPITALIZATION PRO FORMA ADJUSTMENTS AS ADJUSTED
------------------ ------------- ----------------- ------------

Revenues ................................. $ -- $ 13,318 $ -- $ 13,318
Operating expenses:
Operations .............................. -- 5,272 -- 5,272
Sales, marketing and client services..... -- 3,208 -- 3,208
Research and development ................ -- 1,106 -- 1,106
General and administrative .............. -- 1,511 -- 1,511
Depreciation and amortization ........... -- 2,177 -- 2,177
---------- --------- ---------- --------
Total operating expenses ................. -- 13,274 -- 13,274
---------- --------- ---------- --------
Income (loss) from operations ............ -- 44 -- 44
Other (income) expense ................... -- -- -- --
Interest expense (income), net ........... -- 1,273 (1,059)(8) 214
---------- --------- ---------- --------
Income (loss) before provision for
income taxes ............................ -- (1,229) 1,059 (170)
Provision for income taxes ............... -- 16 -- 16
---------- --------- ---------- --------
Net income (loss) ........................ -- (1,245) 1,059 (9) (186)
Preferred stock dividends ................ 600 (10) -- -- --
---------- --------- ---------- --------
Net income (loss) applicable to
common stockholders ..................... $ 600 $ (1,245) $ 1,059 $ (186)
========== ========= ========== ========
Basic and diluted net loss per common
share ................................... $ (0.02)
Weighted average common shares
outstanding - Basic and diluted ......... 2,462 (11) 8,147 4,167 (12) 12,314

DESCRIPTION OF ACQUISITIONS

STOCKTON

The acquisition of Stockton was accounted for using the purchase
method of accounting and, accordingly, the net assets acquired have been
recorded at estimated fair value on the date of acquisition and the historical
statement of operations data of the Company reflects the results of operations
of Stockton from its date of acquisition. The purchase price and the allocation
of the purchase price to the acquired assets are as follows (in thousands):

Cash purchase price ....................... $10,674
=======
Computer equipment ........................ $ 260
Purchased client lists .................... 903
Purchased software and technology ......... 1,230
Goodwill .................................. 8,281
-------
$10,674
=======

The Company is also contingently liable for additional consideration of up
to $2,600,000 (plus interest at an annual rate of 7.25%) if Stockton's
revenue during the 12-month period ending September 30, 1998 is at least
$5,000,000. Based on revenues recorded through September 30, 1998 by
Stockton, the Company has accrued additional contingent consideration of
$2,022,000 as of September 30, 1998 which was treated as additional purchase
price and was, therefore, included in goodwill (but is not reflected in the
chart above).

The purchased client lists are being amortized on a straight-line basis
over five years and the purchased software and technology generally is being
amortized on a straight-line basis over five years. Goodwill is being
amortized on a straight-line basis over 20 years. Computer equipment is being
amortized on a straight-line basis over three years.

HII

The acquisition of HII will be accounted for using the purchase method of
accounting and, accordingly, the net assets acquired will be recorded at
estimated fair value on the date of acquisition. The allocation of purchase
price is preliminary and subject to change upon review by management of
additional evidence relating to the fair value of assets acquired and
liabilities assumed at the closing date. Adjustments to the purchase price
allocation, if any, would likely relate to amounts assigned to intangible
assets. The purchase price and the allocation of the purchase price to the
acquired net assets are as follows (in thousands):

Cash purchase price .............................................. $11,600
Acquisition related costs ........................................ 118
-------
Total estimated purchase price ................................. $11,718
=======
Historical adjusted net book value at September 30, 1998 ......... $ 856
Write-off of inventory ........................................... (13)
Goodwill ......................................................... 8,250
Purchased client lists ........................................... 2,713
Estimated liability for severence payments ....................... (88)
-------
Net assets acquired ............................................ $11,718
=======

The purchased client lists will be amortized on a straight-line basis over
five years and goodwill will be amortized on a straight-line basis over 20
years.

The Company's acquisition of HII was consummated on October 30, 1998. For
the month of October 1998, HII reported a net loss of $653,000 (compared to a
net loss of $104,000 for the corresponding month of the prior year). For the
month of October 1998, HII's loss from continuing operations (which were the
only operations of HII acquired by the Company) was $653,000 (compared to
income of $70,000 for the corresponding month of the prior year). The
decrease was primarily attributable to charges incurred in connection with
the acquisition of HII by the Company, including $467,000 of banking and
legal fees, $74,000 of severance payments and a $263,000 charge relating to
the settlement of stock options owned by a terminated executive.

- ----------
(1) As restated, to adjust the write-off of acquired in-process research and
development and the amortization of goodwill resulting from the TCS
acquisition. See Note 13 of Notes to Consolidated Financial Statements of
the Company.

(2) Represents the historical results of operations of Stockton from July 1,
1997 through the date of acquisition by the Company in November 1997.

(3) Represents the historical continuing operations of HII for the 12 months
ended June 30, 1998. Discontinued operating segments of HII were not
acquired by the Company. The loss from such discontinued operations of HII
for the 12 months ended June 30, 1998 was $4,395,000.

(4) Represents rent expense relating to a new operating lease for the Stockton
facility.

(5) Represents adjustments for amortization expense related to the acquisitions
of Stockton and HII as if they had occurred July 1, 1997, as follows:

THREE MONTHS
YEAR ENDED ENDED
JUNE 30, 1998 SEPTEMBER 30, 1998
---------------------------- -------------------
STOCKTON HII TOTAL HII
---------- ------- --------- -------------------
(IN THOUSANDS)

Purchased client lists .................... $ 67 $543 $ 610 $136
Purchased software and technology ......... 92 -- 92 --
Goodwill .................................. 156 412 568 103
----- ---- ------ ----
$ 315 $955 $1,270 $239
===== ==== ====== ====

(6) Represents the elimination of depreciation and amortization expenses
relating to assets of Stockton that were not acquired.

(7) The interest expense adjustment relating to the Stockton and HII
acquisitions is as follows:

THREE MONTHS
YEAR ENDED ENDED
JUNE 30, 1998 SEPTEMBER 30, 1998
--------------- -------------------
(IN THOUSANDS)

Elimination of historical interest expense of Stockton ..................... $ (38) $ --
Elimination of historical interest expense of HII .......................... (190) (64)
Interest expense on borrowings under the Credit Facility used to fund
Stockton acquisition at a composite interest rate of 6.93% (The effect of a
.125% variance in the interest rate on the pro forma adjustment for the
year ended June 30, 1998 would be $5) ..................................... 290 --
Interest expense on borrowings under the Credit Facility used to fund HII
acquisition at a composite interest rate of 6.22% (The effect of a .125%
variance in the interest rate on the pro forma adjustment for the year ended
June 30, 1998 and the three months ended September 30, 1998
would be $15 and $4, respectively)......................................... 729 184
------ -----
$ 791 $ 120
====== =====

(8) The interest expense adjustment relating to the Offering is as follows:

THREE MONTHS
YEAR ENDED ENDED
JUNE 30, 1998 SEPTEMBER 30, 1998
--------------- -------------------
(IN THOUSANDS)

Interest expense on Senior Subordinated Note including amortization of
discount ............................................................ $ (2,859) $ (721)
Interest expense on borrowings under the Credit Facility ............. (1,133) (338)
-------- --------
$ (3,992) $ (1,059)
======== ========

(9) In connection with the repayment of the Senior Subordinated Note, the
Company will record an extraordinary charge relating to the write-off of
the remaining discount on the Senior Subordinated Note. Such charge would
have approximated $2,000,000 as of July 1, 1997. Such charge has been
excluded from the pro forma statements of operations.

(10) Represents the elimination of the dividends accrued on the Preferred Stock
due to the Recapitalization.

(11) Represents the conversion of the Preferred Stock and accrued dividends
thereon into Common Stock due to the Recapitalization.

(12) Represents the sale by the Company of 4,166,667 shares of Common Stock in
the Offering.

(13) Represents the historical continuing operations of HII for the three months
ended September 30, 1998.

(14) Represents the elimination of the dividends accrued on HII's preferred
stock.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 1998
--------------------------------------------
ACTUAL
------------------------ ADJUSTMENTS
RELATING TO THE
COMPANY HII(1) HII ACQUISITION
------------ ----------- -------------------
(IN THOUSANDS)

ASSETS

Current Assets:
Cash and cash equivalents ................ $ 3,551 $ 38 $ --
Accounts receivable, less allowance for
doubtful accounts ....................... 8,579 661 --
Formulary receivables .................... 3,283 -- --
Inventory ................................ 250 13 (13)(2)
Prepaid expenses and other current as-
sets .................................... 668 260 (169)(3)
---------- --------- ----------
Total current assets .................... 16,331 972 (182)
Property and equipment-Net ................ 4,885 577 --
Goodwill-Net .............................. 34,735 -- 8,250 (4)
Other intangible assets-Net ............... 5,143 -- 2,713 (5)
Other assets .............................. 3,632 202 (11)(3)
---------- --------- ----------
Total ..................................... $ 64,726 $ 1,751 $ 10,770
========== ========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable ......................... $ 3,096 $ 1,140 $ (1,131)(3)
Accrued expenses and other current li-
abilities ............................... 10,741 706 88 (7)
Current portion of long-term debt ........ 262 2,325 (2,325)(3)
---------- --------- ----------
Total current liabilities ............... 14,099 4,171 (3,368)
Long-term debt ............................ 42,365 -- 11,718 (10)
--
Other long-term liabilities ............... 189 -- --
Redeemable cumulative preferred stock...... 31,823 -- --
Stockholders' equity (deficit):
Preferred Stock .......................... -- 63 (63)(12)
Common Stock ............................. 57 90 (90)(12)
Additional paid-in capital ............... 27,521 2,993 (2,993)(12)
Accumulated deficit ...................... (51,328) (5,566) 5,566 (12)
---------- --------- ----------
Total stockholders' equity (deficit) . (23,750) (2,420) 2,420
---------- --------- ----------
Total ..................................... $ 64,726 $ 1,751 $ 10,770
========== ========= ==========

AS OF SEPTEMBER 30, 1998
------------------------------------------------------------------
ADJUSTMENTS ADJUSTMENTS
RELATING TO THE RELATING TO PRO FORMA,
RECAPITALIZATION PRO FORMA THE OFFERING AS ADJUSTED
-------------------- ----------- -------------------- ------------
(IN THOUSANDS)

ASSETS

Current Assets:
Cash and cash equivalents ................ $ -- $ 3,589 $ -- $ 3,589
Accounts receivable, less allowance for
doubtful accounts ....................... -- 9,240 -- 9,240
Formulary receivables .................... -- 3,283 -- 3,283
Inventory ................................ -- 250 -- 250
Prepaid expenses and other current as-
sets .................................... -- 759 -- 759
------------ --------- ------------ ---------
Total current assets .................... -- 17,121 -- 17,121
Property and equipment-Net ................ -- 5,462 -- 5,462
Goodwill-Net .............................. -- 42,985 -- 42,985
Other intangible assets-Net ............... -- 7,856 -- 7,856
Other assets .............................. -- 3,823 (855)(6) 2,968
------------ --------- ------------ ---------
Total ..................................... $ -- $ 77,247 $ (855) $ 76,392
============ ========= ============ =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable ......................... $ -- $ 3,105 $ (280)(6) $ 2,825
Accrued expenses and other current li-
abilities ............................... -- 11,535 (625)(8) 10,335
(575)(6)
Current portion of long-term debt ........ -- 262 404 (9) 666
------------ --------- ------------ ---------
Total current liabilities ............... -- 14,902 (1,076) 13,826
Long-term debt ............................ -- 54,083 (44,175) (8) 11,049
1,141 (9)
Other long-term liabilities ............... -- 189 -- 189
Redeemable cumulative preferred stock...... (31,823)(11) -- -- --
Stockholders' equity (deficit):
Preferred Stock .......................... -- -- -- --
Common Stock ............................. 27 (11) 85 42 (8) 127
1 (13)
Additional paid-in capital ............... 31,796 (11) 59,316 44,758 (8) 104,074
(1)(13)
Accumulated deficit ...................... -- (51,328) (1,545)(10) (52,873)
------------ --------- ------------ ---------
Total stockholders' equity (deficit) . 31,823 8,073 43,255 51,328
------------ --------- ------------ ---------
Total ..................................... $ -- $ 77,247 $ (855) $ 76,392
============ ========= ============ =========

- ----------
(1) Represents the historical balance sheet of HII as of September 30, 1998.

(2) Represents the write-off of inventory.

(3) The following adjustments to HII's historical balance sheet reflect those
assets and liabilities excluded from the entity being acquired prior to
consummation of the acquisition (in thousands).

Net assets of discontinued operations retained .......... $ 169
Other assets retained ................................... 11
Current portion of long-term debt retained .............. (2,325)
Accounts payable retained(*) ............................ (1,131)
--------
$ (3,276)

========

* The closing agreement requires working capital to be at least one dollar at
closing.

(4) Represents goodwill resulting from the HII acquisition.

(5) Represents the amount allocated to purchased client lists, which is the
estimated fair value of the asset acquired.

(6) Represents the payment of accounts payable and accrued Offering expenses
and the reclassification of these costs to additional paid-in capital.

(7) Represents an accrual for severence payments.

(8) Represents the sale by the Company of 4,166,667 shares of Common Stock at
an assumed public offering price of $12.00 per share and the application of
the net proceeds to the Company as follows (in thousands):

PROCEEDS
Gross proceeds from Offering ............................... $ 50,000
Underwriting discount and commissions ...................... (3,500)
Estimated Offering expenses ................................ (1,700)
---------
Net proceeds .............................................. $ 44,800
=========
USES
Repay Senior Subordinated Note ............................. $ (25,000)
Repay borrowings under the Credit Facility ................. (19,175)
Repay accrued interest on Senior Subordinated Note ......... (625)
---------
Total uses ................................................ $ (44,800)
=========

(9) Represents the write-off of the remaining discount on the Senior
Subordinated Note of $1,545,000 which will be recorded as an extraordinary
item upon the consummation of the Offering.

(10) Represents borrowings under the Credit Facility used to finance the HII
acquisition.

(11) Represents the conversion of outstanding Preferred Stock and $7,827,000 of
accrued dividends on the Preferred Stock into Common Stock in connection
with the Recapitalization.

(12) Represents the elimination of HII's historical stockholders' deficit.

(13) Represents the exercise of certain Common Stock purchase warrants in
connection with the Recapitalization.

SELECTED CONSOLIDATED FINANCIAL DATA

The statement of operations data presented below for the years ended
June 30, 1996, 1997 and 1998 and the balance sheet data as of June 30, 1997 and
1998 are derived from, and qualified by reference to, the audited consolidated
financial statements of the Company included elsewhere herein. The statement of
operations data for the year ended June 30, 1995 and the balance sheet data as
of June 30, 1995 and 1996 are derived from, and qualified by reference to, the
audited consolidated financial statements of the Company not included herein.
The statement of operations data for the three months ended September 30, 1997
and 1998 and the balance sheet data as of September 30, 1997 and 1998 are
derived from, and qualified by reference to, the unaudited consolidated
financial statements of the Company. In the opinion of management, the unaudited
consolidated financial statements have been prepared on the same basis as the
audited consolidated financial statements and include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the financial position and results of operations for such
periods. The results for the interim period are not necessarily indicative of
the results for the full fiscal year. The selected consolidated financial data
should be read in conjunction with, and is qualified in its entirety by, the
Consolidated Financial Statements of the Company, the notes thereto and the
other financial information included elsewhere in this Prospectus.

YEAR ENDED JUNE 30,
-----------------------------------------------------------------
1995 1996 1997(1) 1998(1)
---------------- ---------------- ------------- -----------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

STATEMENT OF OPERATIONS DATA:
Revenues(2) ......................................... $ 16,246 $ 31,768 $ 35,279 $ 42,290
Operating expenses:
Operations ......................................... 9,753 19,174 16,817 16,958
Sales, marketing and client services ............... 3,615 7,064 8,769 10,765
Research and development ........................... 2,051 2,132 3,278 3,941
General and administrative ......................... 3,119 6,059 5,263 4,865
Depreciation and amortization ...................... 2,995 5,176 5,460 7,143
Write-down of intangible assets .................... 8,191 (3) 9,965 (4) -- --
Acquired in-process research
and development (5) ............................... -- -- 1,556 --
Other charges (6) .................................. 2,864 538 2,301 --
--------- --------- --------- --------
Total operating expenses ............................ 32,588 50,108 43,444 43,672
--------- --------- --------- --------
Loss from operations ................................ (16,342) (18,340) (8,165) (1,382)
Other (income) expense .............................. -- 313 (893) (12)
Interest expense, net ............................... 189 584 1,504 3,623
--------- --------- --------- --------
Loss before provision for income taxes .............. (16,531) (19,237) (8,776) (4,993)
Provision for income taxes .......................... 70 93 57 42
--------- --------- --------- --------
Net loss ............................................ (16,601) (19,330) (8,833) (5,035)
Preferred stock dividends ........................... (27) (2,400) (2,400) (2,400)
--------- --------- --------- --------
Net loss applicable to common stockholders .......... $(16,628) $(21,730) $ (11,233) $ (7,435)
========= ========= ========= ========
Basic and diluted net loss per common share ......... $ (3.17) $ (4.14) $ (2.07) $ (1.31)(7)
Weighted average common shares outstanding-
Basic and diluted .................................. 5,238 5,245 5,425 5,679

THREE MONTHS
ENDED SEPTEMBER 30,
-----------------------------
1997(1) 1998
----------- -----------------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)

STATEMENT OF OPERATIONS DATA:
Revenues(2) ......................................... $ 9,241 $ 12,006
Operating expenses:
Operations ......................................... 4,285 4,793
Sales, marketing and client services ............... 2,385 2,930
Research and development ........................... 806 1,106
General and administrative ......................... 1,061 1,263
Depreciation and amortization ...................... 1,698 1,894
Write-down of intangible assets .................... -- --
Acquired in-process research
and development (5) ............................... -- --
Other charges (6) .................................. -- --
-------- --------
Total operating expenses ............................ 10,235 11,986
-------- --------
Loss from operations ................................ (994) 20
Other (income) expense .............................. -- --
Interest expense, net ............................... 655 1,089
-------- --------
Loss before provision for income taxes .............. (1,649) (1,069)
Provision for income taxes .......................... 12 16
-------- --------
Net loss ............................................ (1,661) (1,085)
Preferred stock dividends ........................... (600) (600)
-------- --------
Net loss applicable to common stockholders .......... $ (2,261) $ (1,685)
======== ========
Basic and diluted net loss per common share ......... $ (0.40) $ (0.30)(7)
Weighted average common shares outstanding-
Basic and diluted .................................. 5,674 5,685

AS OF JUNE 30, AS OF SEPTEMBER 30,
-------------------------------------------------- -------------------------
1995 1996 1997(1) 1998(1) 1997(1) 1998
--------- ------------- ------------- ------------ ------------ ------------
(IN THOUSANDS)

BALANCE SHEET DATA:
Working capital ................................... $ 504 $ (4,207) $ (2,567) $ 2,345 (378) $ 2,232
Total assets ...................................... 59,511 43,031 48,090 59,394 48,041 64,726
Long-term debt, including current portion ......... 5,805 11,601 25,161 41,324 27,995 42,627
Redeemable cumulative preferred stock ............. 24,023 26,423 28,823 31,223 29,423 31,823
Stockholders' equity (deficit) .................... 12,942 (8,472) (17,438) (24,692) (19,666) (23,750)

(Footnotes on following page)

THREE MONTHS
YEAR ENDED JUNE 30, ENDED SEPTEMBER 30,
----------------------------------------------------- ----------------------
1995 1996 1997(1) 1998(1) 1997(1) 1998
------------- ------------- ------------- ----------- ----------- ----------
(IN THOUSANDS, EXCEPT PER TRANSACTION DATA)

OTHER DATA:
EBITDA (8) ................................. $ (13,347) $ (13,164) $ (2,705) $ 5,761 $ 704 $ 1,914
Adjusted EBITDA (8) ........................ (2,292) (2,052) 2,211 5,761 $ 704 $ 1,914
Cash flows from operating activities ....... (3,561) (1,653) (4,020) (2,500) (1,616) 447
Cash flows from investing activities ....... (22,074) (4,919) (12,221) (12,104) (519) (869)
Cash flows from financing activities ....... 33,434 657 15,521 15,635 2,781 1,023
Transactions processed (9)
Pharmacy .................................. -- 107,030 126,211 188,114 38,513 53,466
Medical ................................... -- 15,687 23,075 31,564 7,762 8,348
Dental .................................... -- 6,021 12,188 14,681 3,546 4,135
--------- --------- --------- --------- -------- -------
Total transactions processed ............. -- 128,738 161,474 234,359 49,821 65,949
Transactions per FTE (9)(10) ............... -- 321 415 642 137 174
Revenue per FTE (10) ....................... $ 48 $ 79 $ 91 $ 116 $ 25 $ 32
Operating expenses per transaction (9) ..... -- 0.39 0.27 0.19 0.21 0.18

(1) As restated, to adjust the write-off of acquired in-process research and
development and the amortization of goodwill resulting from the TCS
acquisition. See Note 13 of Notes to Consolidated Financial Statements of
the Company.

(2) During the periods presented, the Company made a series of acquisitions and
divested certain non-core or unprofitable operations. Revenues attributable
to these divested operations, which are included in the statement of
operations data, were $1,709,000, $3,617,000, $2,252,000, $241,000 and
$190,000 in the fiscal years ended June 30, 1995, 1996, 1997 and 1998 and
the three months ended September 30, 1997, respectively.

(3) Reflects the write-off of goodwill related to the acquisitions of MPC and
Wellmark.

(4) Reflects the write-down of costs relating to client lists and related
allocable goodwill obtained in the acquisition of MEDE OHIO.

(5) Reflects the write-off of acquired in-process research and development costs
upon the consummation of the TCS acquisition.

(6) Reflects (i) expenses of $2,864,000 relating to the spin-off of the Company
by CES in the fiscal year ended June 30, 1995 and (ii) expenses recorded
relating to contingent consideration paid to former owners of acquired
businesses of $538,000 and $2,301,000 in the fiscal years ended June 30,
1996 and 1997, respectively.

(7) Supplemental net loss per share, giving effect to the Recapitalization,
would be $(0.62) and $(0.13) for the fiscal year ended June 30, 1998 and the
three months ended September 30, 1998, respectively.

(8) EBITDA represents net income (loss) plus provision for income taxes, net
interest expense, other (income) expense and depreciation and amortization.
EBITDA is not a measurement in accordance with GAAP and should not be
considered an alternative to, or more meaningful than, earnings (loss) from
operations, net earnings (loss) or cash flow from operations as defined by
GAAP or as a measure of the Company's profitability or liquidity. Not all
companies calculate EBITDA in the same manner and, accordingly, EBITDA shown
herein may not be comparable to EBITDA shown by other companies. The Company
has included information concerning EBITDA herein because management
believes EBITDA provides useful information. Adjusted EBITDA represents
EBITDA plus certain other charges as described below. The following table
summarizes EBITDA and adjusted EBITDA for all periods presented:

THREE MONTHS

YEAR ENDED JUNE 30, ENDED SEPTEMBER 30,
---------------------------------------------------- -------------------
1995 1996 1997 1998 1997 1998
-------------- -------------- ------------ --------- -------- ----------
(IN THOUSANDS)

EBITDA .............................................. $ (13,347) $ (13,164) $ (2,705) $5,761 $ 704 $ 1,914
Contingent consideration paid to former owners of
acquired businesses ................................ -- 538 2,301 -- -- --
Write-down of intangible assets ..................... 8,191 9,965 -- -- -- --
Acquired in-process research and development ........ -- -- 1,556 -- -- --
Expenses related to the CES spin-off ................ 2,864 -- -- -- -- --
Contract and legal settlement provisions ............ -- 609 1,059 -- -- --
---------- ---------- -------- ------ ----- -------
Adjusted EBITDA ..................................... $ (2,292) $ (2,052) $ 2,211 $5,761 $ 704 $ 1,914
========== ========== ======== ====== ===== =======

(9) Transaction volumes are not available for the fiscal year ended June 30,
1995.

(10) Full-time equivalents ("FTE") represents the number of full-time employees
and part-time equivalents of full-time employees as of the end of the
period shown.

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

The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the financial
statements, including the notes thereto, of the Company included elsewhere in
this Prospectus. This Prospectus contains forward-looking statements relating to
future events or future financial performance of the Company. Prospective
investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties. Actual
events or results may differ materially from those discussed in the
forward-looking statements as a result of various factors, including the risk
factors set forth under "Risk Factors" and the matters set forth in this
Prospectus generally.

OVERVIEW

MEDE AMERICA is a leading provider of EDI products and services to a
broad range of providers and payors in the healthcare industry. The Company's
integrated suite of EDI solutions and services allows hospitals, pharmacies,
physicians, dentists and other healthcare providers and provider groups to
electronically edit, process and transmit claims, eligibility and enrollment
data, track claims submissions throughout the claims payment process and obtain
faster reimbursement for their services. Currently, the Company processes over
900,000 transactions per business day for over 65,000 providers located in all
50 states.

Since its formation, the Company has expanded both through internal
growth and the acquisition of six healthcare transaction processing businesses.
As part of its strategy of providing an integrated suite of EDI products to a
broad range of healthcare providers, the Company has focused on acquisitions
that provide entry into new markets or expand the Company's product suite. All
acquisitions have been accounted for under the purchase method of accounting.
The Company has actively pursued the integration of its acquisitions and, in the
process, has either divested, closed or modified various operations of the
acquired entities in order to eliminate non-core or redundant operations and
achieve cost savings and operating efficiencies. These integration activities
impacted the Company's financial results in the fiscal years ended June 30,
1995, 1996, 1997 and 1998 and are ongoing.

The following table summarizes the Company's acquisitions and divested
products and operations:

PRIMARY PRODUCTS DIVESTED PRODUCTS
DATE OF FOUNDING/ OF FOUNDING/ DATE
FOUNDING COMPANIES ACQUIRED MARKET ACQUIRED COMPANY ACQUIRED COMPANY DIVESTED
- ------------------------------------------------------------------------------------------------------------

MEDE AMERICA, Inc. 4/94(1) Medical Eligibility Verification, -- --
Enrollment

MPC 5/94(1) Medical Hospital Claims, Data Entry 1/97
Physician Billing Physician Billing 12/96
Physician Billing 8/97
Wellmark 5/94(1) Medical Hospital Claims, -- --
Physician Billing
COMPANIES ACQUIRED BY
MEDE AMERICA

MEDE OHIO 3/95 Pharmacy Switching, PBM, Practice Management 2/96
Third Party Billing Software

Practice Management 12/97
Software

Latpon 6/95 Medical Hospital Claims Physician Billing 3/96

EC&F/Premier 10/95 Dental Dental Claims, Practice Practice Management 3/97
Management Software Software

TCS 2/97 Pharmacy/ PBM, Switching, -- --
Medical Eligibility Verification

Stockton 11/97 Pharmacy PBM -- --

HII 10/98 Medical Hospital Claims -- --
Physician Claims

(1) Represents date acquired by CES.

In March 1995, the largest stockholder of the Company acquired all of
the outstanding shares of MEDE OHIO (formerly known as General Computer
Corporation) for a cash purchase price of approximately $22,593,000, including
transaction expenses. The largest stockholder subsequently merged MEDE OHIO into
the Company. The purchase price paid by the Company for MEDE OHIO to its largest
stockholder was equal to the purchase price paid by the largest stockholder.
MEDE OHIO develops EDI systems for the pharmacy market and provides transaction
switching/routing services. At the time of its acquisition, MEDE OHIO had been
incurring significant losses for over two years and was in very poor financial
condition. The acquisition was accounted for under the purchase method and the
Company recorded total intangible assets of $25,814,000, consisting of $892,000
of software (which was completed and not in-process at the time of the
acquisition), $2,527,000 of client lists and $22,395,000 of goodwill. During
fiscal year 1996, the Company wrote-down $9,965,000 of costs relating to client
lists and related allocable goodwill due to a loss of approximately 25% of the
acquired MEDE OHIO client base. The loss of this significant portion of MEDE
OHIO's client base was primarily due to problems experienced by the Company in
the post-merger integration of MEDE OHIO's operations into the Company's
operations. This post-merger integration process took place during the same
general time period in which the Company was spun-off from CES and a new
management team was installed at the Company. The Company generally is
amortizing the software over three years and the remaining value of client lists
is being amortized over five years. The goodwill is being amortized over 20
years.

In June 1995, the Company acquired substantially all of the assets of
Latpon for a cash purchase price of approximately $2,470,000, plus the
assumption of approximately $963,000 of liabilities (primarily long-term debt).
Latpon, a developer of claims processing software, provided EDI transaction
process-

ing services to hospitals and hospital-based physician groups. Latpon also
provided electronic and manual business office administrative services. The
acquisition was accounted for under the purchase method and the Company recorded
total intangible assets of $2,291,000, consisting of $993,000 of software and
client lists and $1,298,000 of goodwill. The Company generally is amortizing the
software over five years and is amortizing the client lists and goodwill over
five years and 20 years, respectively.

In October 1995, the Company acquired two commonly-owned companies,
EC&F, an all payor EDI dental claims processor, and Premier, a dental practice
management software vendor. The acquisitions were funded with an initial cash
payment of $4,050,000, including transaction expenses, and contingent earn-out
payments based on the achievement of certain EBITDA growth targets by the EC&F
business over three one-year periods ending on September 30, 1998. The Company
recorded expenses of $538,000 during fiscal year 1996 relating to the first such
period and an aggregate $2,301,000 during fiscal year 1997 primarily relating to
the second and third such periods. The Company does not believe that any
additional amounts will be payable pursuant to this earn-out arrangement. The
acquisitions of EC&F and Premier were accounted for under the purchase method
and the Company recorded total intangible assets of $4,350,000, consisting of
$764,000 of software, and $3,586,000 of goodwill. The Company generally is
amortizing the software over three years and is amortizing the goodwill over 20
years. The Company sold Premier in January 1997 for a cash payment of $388,000.
There was no gain or loss on the sale of Premier.

In February 1997, the Company acquired certain assets of TCS, a
provider of pharmacy switching and PBM transaction processing systems and
services for pharmacies and eligibility verification services for physicians,
for a total cash payment of $11,465,000, including transaction expenses. The
acquisition was accounted for under the purchase method and the Company recorded
total intangible assets of $11,065,000, consisting of $1,556,000 of in-process
research and development, $2,984,000 of software and $6,525,000 of goodwill. As
of the date of the acquisition, the Company wrote off the acquired in-process
research and development which had not reached technological feasibility and had
no alternative future use. The Company generally is amortizing the software over
three years and is amortizing the goodwill over seven years.

The in-process research and development acquired from TCS consisted of
advanced Windows software technology for PC and client server platforms for
healthcare EDI transactions. Products under development included: (1) a plan
member eligibility verification product for workers compensation; (2) a medical
claims processing system to meet the HCFA 1500 EDI industry standard; and (3) a
switching system for internet claims from retail pharmacies. At the time of the
acquisition, the Company estimated that continued development activities for six
months to one year resulting in additional estimated research and development
costs of $460,000 would be required in order to prove feasibility and bring the
project to commercial viability. It was the opinion of management that such
projects had an above average probability of successful completion and could
contribute to revenue, profit and cash flow within 18 to 24 months from the date
of purchase. At this time, all three projects are substantially complete.
However, any or all of these projects could fail to produce an economic gain.
Such failure, if encountered, would not affect the Company's current product
suite and financial results, but would decrease the Company's opportunities for
growth. Estimated costs to complete the acquired in-process research and
development projects as of the date of acquisition were as follows:

ESTIMATED RESEARCH AND DEVELOPMENT EXPENSE (IN THOUSANDS)

WORKERS COMP. HCFA 1500 PHARMACY TOTAL
--------------- ----------- ---------- ------

Fiscal 1997 .......... $ 58 $ 70 $ 65 $193
Fiscal 1998 .......... 80 97 90 267
---- ---- ---- ----
Total ............... $138 $167 $155 $460
==== ==== ==== ====

Prior to the consummation of the acquisition, TCS had incurred
development costs of $67,000, $125,000 and $56,000, respectively, for the
workers compensation eligibility product, HCFA 1500 and the internet pharmacy
claims product, the three in-process research and development projects shown
above.

The Company determined the value of the purchased in-process
technologies by estimating the projected net cash flows related to each of the
in-process products. The resulting net cash flows were then discounted back to
their net present values. The amount of the write-off of in-process research and
development costs was then limited to the portion allocable to pre-acquisition
development costs incurred by TCS versus post-acquisition costs incurred by the
Company. The net cash flows were based on management's estimates of the costs
necessary to complete the development of the products, the revenues that would
be earned after commercial availability and the estimated operating expenses
associated therewith. The projections were based on the following principal
assumptions:

For the workers compensation eligibility product, the projections
assumed commercial availability in January 1998 and revenue growth from $431,000
in fiscal 1998 to $1.3 million in fiscal 2002, an annual rate increase of
approximately 25%. For HCFA 1500, the projections assumed commercial
availability in March 1998. It was assumed that revenues from the product would
grow from $1.4 million in fiscal 1998 to $5.5 million in fiscal 2002, increasing
at an annual rate of 50% in the first year of commercial availability, 35% in
the second year and at a rate of 25% per year thereafter. For the internet
pharmacy claims product, the projections assumed commercial availability in
December 1997. It was assumed that revenues from the product would grow from
$41,000 in fiscal 1997 to approximately $3.2 million in fiscal 2002, increasing
at an annual rate of approximately 35% in the first year of commercial
availability, 30% in the second year and at a rate of 25% per year thereafter.

In all three cases, post-development operating expenses, including
sales, advertising and promotion and general and administrative costs, were
projected to grow at the rate of 10% per annum between fiscal 1999 and 2002. No
significant synergies were projected for any of the three in-process products
because the Company had no comparable products in the market or in development
and no penetration in the products' prospective user bases.

The projected net cash flows for the in-process products were
discounted to their present values using a discount rate of 18%. Such discount
rate was composed of two factors: the Company's estimated weighted average cost
of capital (the "WACC") (the rate of return an investment would have to generate
in order to provide the required rate of return to the Company's equity and
long-term debt capital), which was calculated to be approximately 13%, and a 5%
risk factor reflecting the uncertainty of successful completion and market
acceptance of the in-process products. Together, the WACC and risk factor yield
a discount factor of 18%. A 13% discount rate factor was used by the Company to
value fully developed software, as it faces substantially the same risks as the
business as a whole. The 5% risk factor reflected the fact that the in-process
products did not involve complex or innovative technologies, and primarily
reflected the risk of market acceptance once the developed products were
released to customers.

Since the TCS acquisition, all three in-process products have been
completed and two are in the early stages of commercialization. As of September
30, 1998, none of these products had generated significant revenues, and, given
the results of the Company's marketing efforts to date, management currently
believes that the revenues derived from these three products will be lower than
projected.

The market for the workers compensation eligibility product has been
less receptive than had been anticipated and this product did not generate any
revenues as of September 30, 1998. However, the Company believes that, over time
and with increased marketing effort, this product will achieve commercial
viability.

The HCFA 1500 product experienced roll out delays and is expected to
be commercially introduced in the Spring of 1999. The Company believes that, in
time, this product will achieve commercial viability.

The internet pharmacy product is the only one of the three in-process
products acquired from TCS that had generated revenues by the end of fiscal
1998. However, the revenues produced were approximately 22% of the revenues
projected for it at the time of the acquisition. The commercial introduction of
this product was adversely affected by recent revisions in regulatory standards
which limit the use of the internet to process pharmacy claims. The Company is
currently processing transactions with this product for a small number of
pharmacy clients.

Although any or all of these projects could fail to generate
significant returns for the Company and such failure could render the TCS
acquisition less valuable to the Company than had been anticipated, such

failure would not affect the Company's current suite of products or, in
management's opinion, have a material impact on the Company's results of
operations or overall financial condition.

In November 1997, the Company acquired certain assets and assumed
certain liabilities of Stockton, a provider of PBM transaction processing
systems and related services for the pharmacy market. Stockton was purchased for
an initial cash payment of $10,674,000 including transaction expenses, and a
contingent earnout payment based upon the achievement of certain revenue growth
targets. If such revenue targets are achieved over the 12-month period ending
September 30, 1998, a maximum payment of $2,600,000 (plus interest at an annual
rate of 7.25%) will be made. Based on revenues recorded through September 30,
1998 by Stockton, the Company has accrued additional contingent consideration of
$2,022,000 as of September 30, 1998 which was treated as additional purchase
price and was, therefore, added to goodwill. The acquisition was accounted for
under the purchase method and the Company recorded total intangible assets of
$10,414,000, consisting of $2,133,000 of software and client lists and
$8,281,000 of goodwill. The Company generally is amortizing the software over
five years and is amortizing the client lists and goodwill over five years and
20 years, respectively.

In October 1998, the Company acquired HII, a provider of EDI
transaction processing services to hospitals and physician groups in Missouri,
Kansas and Illinois. Prior to the purchase of HII, Intercare and Telemedical,
two unrelated healthcare services divisions, were divested from HII in separate
transactions. The Company did not acquire such businesses or any proceeds from
the disposition thereof. HII was purchased for a total cash payment of
approximately $11,718,000, including transaction expenses. The acquisition was
accounted for under the purchase method and the Company recorded total
intangible assets of approximately $11,013,000, consisting of $2,713,000 of
client lists and approximately $8,300,000 of goodwill. The Company is amortizing
the client lists over five years and goodwill over 20 years.

Revenues

Revenues are derived from the sale of transaction processing products
and services primarily on a fee-for-transaction basis. Transaction fees vary
depending upon transaction type and service provided. The Company currently
receives fees from providers for the majority of its transactions including
claims processing, eligibility verification, claims switching, pharmacy script
processing and tracking and Medicaid enrollment. The Company also receives fees
from payors for the transmission of electronic claims and formulary payments
from pharmaceutical manufacturers relating to the Company's PBM script
processing and management reporting services. These transaction-based revenues
comprise the predominant portion of the Company's total revenues and tend to be
recurring. Other revenue is derived from one-time payments related to
installation and implementation services, software license fees and EDI systems
equipment sales. See "Business -- Suite of EDI Products and Services."

Transaction-based revenues and related formulary services revenues (if
applicable), which collectively constitute the majority of the Company's total
revenues, are recognized at the time the transactions are processed and the
services are provided. Revenues associated with software support and
implementation fees, each constituting less than 3% of the Company's revenues
for the fiscal year ended June 30, 1998, are recognized ratably over the
contract period or as the service is provided. Revenue from licensing of
software, which also constitutes less than 3% of the Company's total revenues
for the fiscal year ended June 30, 1998, is recognized upon installation if it
is determined that the Company has no significant remaining obligations and
collectibility of the resulting receivable is considered probable.

Operating Expenses

Operations Expense. Operations expense consists of data and voice
telecommunications expense, salaries and benefits for operations employees and
other costs associated with transaction processing and services provided to
clients, such as network and telecommunications, maintenance, computer
operations and systems administration, facilities and other additional indirect
expenses. Since 1996, operations expense as a percentage of revenues and
operations expense per transaction have declined as a result of the Company's
integration and restructuring efforts and increased operating leverage.
Restructuring charges recorded in connection with the Company's integration
activities have resulted in variability in the Company's quarterly operating
results.

Sales, Marketing and Client Services Expense. Sales, marketing and
client services expense consists primarily of salaries, benefits, commissions
and related indirect costs and expenditures for marketing programs, trade shows,
advertising, help desk software and related client communications. As the
Company continues to implement its growth strategy, sales, marketing and client
services expenses are expected to continue to increase.

Research and Development Expense. Research and development expense
consists primarily of salaries, benefits and related indirect expenses
associated with the design, research and development of new products and
enhancements to existing current products. The development of new software
products and enhancements to existing software products are expensed as incurred
until technological feasibility has been established. After technological
feasibility has been established, any additional software development costs are
capitalized in accordance with Statement of Financial Accounting Standards
("SFAS") No. 86, "Accounting For the Cost of Computer Software To Be Sold,
Leased or Otherwise Marketed." Amortization of purchased software and technology
and of capitalized software development costs is provided on a
product-by-product basis at the greater of the amount computed using (a) the
ratio of current revenues for a product to the total of current and anticipated
future revenues or (b) the straight-line method over the remaining estimated
economic life of the product. Generally, an original estimated economic life of
three to five years is assigned to purchased software and technology and an
original estimated economic life of five years is assigned to capitalized
software development costs. Amortization begins in the period in which the
related product is available for general release to customers. During the fiscal
year ended June 30, 1998 and the three months ended September 30, 1998, the
Company capitalized $462,000 and $239,000, respectively, of software development
costs for projects for which technological feasibility has been established but
were not yet available for client release. Prior to July 1, 1997, the Company
did not have any software development projects for which significant development
costs were incurred between the establishment of technological feasibility and
general client release of the product. The Company believes that the development
of enhanced and new product offerings are essential to remaining competitive and
it expects that development expenses will increase in the future.

General and Administrative Expense. General and administrative expense
primarily consists of salaries, benefits and related indirect costs for the
administrative, executive, finance, legal, human resources and internal systems
personnel, as well as accounting and legal fees. As the Company implements its
growth strategy, general and administrative expenses are expected to increase.

Depreciation and Amortization Expense. The Company depreciates the
cost of its tangible capital assets on a straight-line basis over the estimated
economic life of the asset: three to five years for computer equipment, five
years for furniture and fixtures, and 20 to 25 years for buildings and
improvements. Acquisition-related intangible assets, which include the value of
software and client lists, are amortized based on the estimated useful economic
life of the asset at the time of acquisition, and therefore will vary among
acquisitions. The Company recorded amortization expense relating to goodwill and
other intangible assets of $3,708,000 and $5,064,000 during the fiscal years
ended June 30, 1997 and 1998, respectively.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain
items from the consolidated statements of operations of the Company expressed as
a percentage of total revenues.

THREE MONTHS ENDED
YEAR ENDED JUNE 30, SEPTEMBER 30,
------------------------------ ------------------
1996 1997 1998 1997 1998
-------- -------- -------- -------- -------

Revenues ............................... 100% 100% 100% 100% 100%
Operating Expenses:
Operations ............................ 60 48 40 46 40
Sales, marketing and client services. 22 25 25 26 24
Research and development .............. 7 9 9 9 9
General and administrative ............ 19 15 12 11 11
Depreciation and amortization ......... 16 15 17 18 16

Subsequent to the issuance of the Company's consolidated financial
statements for the fiscal year ended June 30, 1998, the Company's management
determined that it was necessary to revise the valuation of the write-off of
in-process research and development incurred in connection with the TCS
acquisition in February 1997. As a result, the Company's financial statements
for the fiscal years ended June 30, 1997 and 1998 and the three months ended
September 30, 1997 have been restated from the amounts previously reported in
order to reflect the effects of the adjustment to the write-off of in-process
research development. See Note 13 of Notes to Consolidated Financial Statements
of the Company.

THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1997

Revenues

Revenues for the three months ended September 30, 1998 were $12.0
million compared to $9.2 million in the corresponding period of fiscal 1998,
representing an increase of 30%. The increase was primarily attributable to
growth of the existing business and to incremental revenue from the acquisition
of Stockton in November 1997, partially offset by the loss of revenues from
operations that were divested.

The Company processed 66 million transactions in the three months
ended September 30, 1998, compared to 50 million transactions processed in the
corresponding period of fiscal 1998, representing an increase of 32%. The
increase resulted from the addition of new clients, increased transaction volume
from existing clients and to a lesser extent the acquisition of Stockton. The
average price per transaction received by the Company declined by 8% between
such periods, as a result of a relatively higher proportion of lower-priced
Pharmacy division switching transactions compared to the other divisions'
higher-priced transactions, and a greater portion of transactions that were
processed under contracts with volume-based pricing terms.

Operating Expenses

Operations expense was $4.8 million for the three months ended
September 30, 1998, compared to $4.3 million in the corresponding period of
fiscal 1998, representing an increase of 12%. As a percentage of revenues,
operations expense decreased from 46% for the first three months of fiscal 1998
to 40% in the corresponding period of fiscal 1999. The increase in operations
expense was primarily due to the acquisition of Stockton in November of 1997,
the results of which were included in the current quarter but not in the prior
year's quarter, and to a lesser extent the higher volume of transactions
processed. The decrease in operations expense as a percentage of revenues was
primarily due to operations leverage from systems consolidation for recent
acquisitions, the effects of ongoing cost reduction programs, and the impact of
the divested operations, which results were included in the 1998 period but not
the 1999 period.

Sales, marketing and client services expense was $2.9 million for the
three months ended September 30, 1998, compared to $2.4 million in the
corresponding period of fiscal 1998, representing an increase of 23%. As a
percentage of revenues, sales, marketing and client services expense decreased
from 26% for the first three months of fiscal 1998 to 24% in the corresponding
period of fiscal 1999. The increase in sales, marketing and client services
expense was primarily due to the inclusion of the Stockton acquisition, the
hiring of new employees in sales and marketing to support expansion of the
Company's business into new markets, as well as client support and help desk
services to serve an expanded customer base.

Research and development expense was $1.1 million for the three months
ended September 30, 1998, compared to $806,000 in the corresponding period of
fiscal 1998, representing an increase of 37%. As a percentage of revenues,
research and development expense was 9% for each such period. The increase in
research and development costs in the period was primarily due to development of
new and enhanced EDI transaction products and services, development associated
with major customer contracts currently expected to roll out in calendar 1999
and the establishment of additional direct payor connections. In addition, Year
2000 compliance expenditures amounted to $132,000 for the three months ended
September 30, 1998; there were no such expenditures in the corresponding period
of fiscal 1998. The Company capitalized $239,000 of software development costs
in the first three months of fiscal 1999, compared to $93,000 in the
corresponding period of fiscal 1998.

General and administrative expense was $1.3 million for the three
months ended September 30, 1998, compared to $1.1 million in the corresponding
period of fiscal 1998, representing an increase of 19%. As a percentage of
revenues, general and administrative expense was 11% for each such period.

Depreciation and amortization expense was $1.9 million for the three
months ended September 30, 1998, compared to $1.7 million in the corresponding
period of fiscal 1998, representing an increase of 12%. As a percentage of
revenues, depreciation and amortization expense decreased from 18% for the first
three months of fiscal 1998 to 16% in the corresponding period of fiscal 1999.

YEAR ENDED JUNE 30, 1998 COMPARED TO YEAR ENDED JUNE 30, 1997

Revenues

Revenues for the fiscal year ended June 30, 1998 were $42.3 million
compared to $35.3 million in fiscal 1997, representing an increase of 20%. The
increase was primarily attributable to incremental revenue from the acquisitions
of TCS and Stockton in February 1997 and November 1997, respectively, and to the
growth of the existing business, partially offset by the loss of revenues from
operations that were divested.

The Company processed 234 million transactions in the fiscal year
ended June 30, 1998, compared to 161 million transactions processed in fiscal
1997, representing an increase of 45%. The increase resulted from the addition
of new clients, increased transaction volume from existing clients and the
acquisitions of TCS and Stockton. The average price per transaction received by
the Company in fiscal 1998 declined by 13% from 1997, as a result of the greater
proportion of transactions processed under contracts with volume-based terms and
pricing and a larger proportion of lower-priced eligibility verification
transactions as a result of the acquisition of TCS.

Operating Expenses

Operations expense was $17.0 million for the fiscal year ended June
30, 1998 compared to $16.8 million in fiscal 1997, representing an increase of
1%. As a percentage of revenues, operations expense decreased from 48% in fiscal
1997 to 40% in fiscal 1998. The containment of operations expense in fiscal 1998
was a result of ongoing cost reduction programs, systems consolidation for
recent acquisitions and the impact of the divested operations, which results are
included in fiscal 1997 but not in fiscal 1998.

Sales, marketing and client services expense was $10.8 million for the
fiscal year ended June 30, 1998 compared to $8.8 million in fiscal 1997,
representing an increase of 23%. As a percentage of revenues, sales, marketing
and client services expense was 25% for each such fiscal year. The increase in
such expenses was primarily due to the inclusion of TCS and Stockton in the
results of operations for the fiscal year ended June 30, 1998 and, to a lesser
extent, increases in expenses relating to the hiring of new employees for client
support and help desk service, the installation of help desk tracking software
and resources devoted to telesales.

Research and development expense was $3.9 million for the fiscal year
ended June 30, 1998 compared to $3.3 million in fiscal 1997, representing an
increase of 20%. As a percentage of revenues, research and development expense
was 9% for each such fiscal year. The Company capitalized $462,000 of software
development costs in fiscal 1998; however, no software development costs were
capitalized in fiscal 1997. Prior to July 1, 1997, the Company did not have any
software development projects for which significant development costs had been
incurred between the establishment of technological feasibility and general
client release of the product.

General and administrative expense was $4.9 million for the fiscal
year ended June 30, 1998 compared to $5.3 million in fiscal 1997, representing a
decrease of 8%. As a percentage of revenues, general and administrative expense
decreased from 15% in fiscal 1997 to 12% in fiscal 1998. This decrease was
primarily a result of cost controls and the consolidation and integration
activities related to the Company's recent acquisitions.

Depreciation and amortization expense was $7.1 million for the fiscal
year ended June 30, 1998 compared to $5.5 million in fiscal 1997, representing
an increase of 31%. As a percentage of revenues, depreciation and amortization
expense increased from 15% in fiscal 1997 to 17% in fiscal 1998. These increases
reflect the increased amortization expense related to the acquisitions of TCS in
February 1997 and Stockton in November 1997.

There were no acquisition-related expenses for the fiscal year ended
June 30, 1998, as compared to $3.9 million of such expenses in fiscal 1997.
Included in the amount for fiscal 1997 was a $1.6 million write-off related to
in-process research and development from the acquisition of TCS (for software
that had not achieved technological feasibility and had no alternative use), and
a contingent earnout charge of $2.3 million recorded by the Company in
connection with the EC&F purchase agreement. In addition, in fiscal 1997, the
Company recorded a gain of $885,000 from a sale of securities. See Note 12 of
Notes to Consolidated Financial Statements of the Company.

YEAR ENDED JUNE 30, 1997 COMPARED TO YEAR ENDED JUNE 30, 1996

Revenues

Revenues for the fiscal year ended June 30, 1997 were $35.3 million
compared to $31.8 million in fiscal 1996, representing an increase of 11%. The
increase was primarily attributable to revenue from the acquisition of TCS in
February 1997, partially offset by the loss of revenues from operations that
were divested. The increase was also due to the growth of the existing business.

The Company processed 161 million transactions in the fiscal year
ended June 30, 1997 compared to 129 million transactions processed in fiscal
1996, representing an increase of 25%. The increase resulted from the addition
of new clients, the growth of business from existing clients and the TCS
acquisition. The average price per transaction in fiscal 1997 declined by 4%
from fiscal 1996, primarily as a result of the divested operations having higher
claims pricing.

Operating Expenses

Operations expense was $16.8 million for the fiscal year ended June
30, 1997 compared to $19.2 million in fiscal 1996, representing a decrease of
12%. As a percentage of revenues, operations expense decreased from 60% in
fiscal 1996 to 48% in fiscal 1997. The operations expense improvement was a
result of ongoing cost reduction programs, systems consolidation for recent
acquisitions and the divestitures of non-core or unprofitable operations.

Sales, marketing and client services expense was $8.8 million for the
fiscal year ended June 30, 1997 compared to $7.1 million in fiscal 1996,
representing an increase of 24%. As a percentage of revenues, sales, marketing
and client service expense increased from 22% in fiscal 1996 to 25% in fiscal
1997. These increases reflect the inclusion of the TCS acquisition in the
results for five months and, to a lesser extent, the addition of client support
personnel and the increase in help desk tracking software expenses.

Research and development expense was $3.3 million for the fiscal year
ended June 30, 1997 compared to $2.1 million in fiscal 1996, representing an
increase of 54%. As a percentage of revenues, research and development expense
increased from 7% in fiscal 1996 to 9% in fiscal 1997. These increases were due
to the hiring of new employees and other expenses related to the expansion of
the Company's processing capacity and the implementation of new technology
processing platforms throughout its data processing centers.

General and administrative expense was $5.3 million for the fiscal
year ended June 30, 1997 compared to $6.1 million in fiscal 1996, representing a
decrease of 13%. As a percentage of revenues, general and administrative expense
decreased from 19% in fiscal 1996 to 15% in fiscal 1997. These decreases were
primarily a result of consolidation and integration activities.

Depreciation and amortization expense was $5.5 million for fiscal year
ended June 30, 1997 compared to $5.2 million in fiscal 1996, representing an
increase of 5%. As a percentage of revenues, depreciation and amortization
expense decreased from 16% in fiscal 1996 to 15% in fiscal 1997.

Acquisition-related expenses for the fiscal year ended June 30, 1997
included a $1.6 million write-off related to in-process research and development
from the acquisition of TCS (for software that had not achieved technological
feasibility and had no alternative use) and a contingent earnout charge of $2.3
million recorded by the Company in connection with the EC&F purchase agreement.
In addition, in fiscal 1997, the Company recorded a gain of $885,000 from a sale
of securities. See Note 12 of Notes to Consolidated Financial Statements of the
Company.

During the fiscal year ended June 30, 1996, the Company wrote down
approximately $10.0 million of costs relating to client lists and related
allocable goodwill obtained in the acquisition of MEDE OHIO. Such intangible
assets were written down to the net present value of the estimated future cash
flows to be derived from these clients as of June 30, 1996. The write-down was
required due to a loss of approximately 25% of the acquired MEDE OHIO client
base. In addition, a contingent earnout charge of $538,000 was recorded in
connection with the EC&F purchase agreement during the fiscal year ended June
30, 1996.

QUARTERLY OPERATING RESULTS

THREE MONTHS ENDED
--------------------------------------------------
9/30/96 12/31/96 3/31/97 6/30/97
----------- ------------ ----------- -------------
(IN THOUSANDS)

Revenues ................................. $ 8,179 $ 7,831 $ 8,954 $10,315
Operating Expenses:
Operations .............................. 4,298 3,683 4,123 4,713
Sales, marketing and client services .... 1,925 1,957 2,261 2,626
Research and development ................ 783 754 918 823
General and administrative .............. 1,042 1,171 1,127 1,923
Depreciation and amortization ........... 1,102 1,044 1,423 1,891
Acquired in-process research and
development ............................ -- -- 1,556 --
Payment to former owners of
acquired businesses .................... 330 330 330 1,311
-------- -------- -------- -------
Total operating expenses ................. 9,480 8,939 11,738 13,287
-------- -------- -------- -------
Income (loss) from operations ............ (1,301) (1,108) (2,784) (2,972)
Other (income) expense ................... -- -- (885) (8)
Interest expense, net .................... 150 202 427 725
-------- -------- -------- ---------
Loss before provision for income taxes ... (1,451) (1,310) (2,326) (3,689)
Provision for income taxes ............... 14 14 15 14
-------- -------- -------- ---------
Net loss ................................. $ (1,465) $ (1,324) $ (2,341) $(3,703)
======== ======== ======== =========

THREE MONTHS ENDED
-------------------------------------------------------------
9/30/97 12/31/97 3/31/98 6/30/98 9/30/98
----------- ------------ ----------- ----------- ------------
(IN THOUSANDS)

Revenues ................................. $ 9,241 $ 9,849 $ 11,099 $ 12,101 $ 12,006
Operating Expenses:
Operations .............................. 4,285 3,942 4,258 4,473 4,793
Sales, marketing and client services .... 2,385 2,432 2,952 2,996 2,930
Research and development ................ 806 1,059 1,021 1,055 1,106
General and administrative .............. 1,061 1,107 1,139 1,558 1,263
Depreciation and amortization ........... 1,698 1,698 1,852 1,895 1,894
Acquired in-process research and
development ............................ -- -- -- -- --
Payment to former owners of
acquired businesses .................... -- -- -- -- --
-------- -------- -------- -------- --------
Total operating expenses ................. 10,235 10,238 11,222 11,977 11,986
-------- -------- -------- -------- --------
Income (loss) from operations ............ (994) (389) (123) 124 20
Other (income) expense ................... -- -- 13 (25) --
Interest expense, net .................... 655 915 900 1,153 1,089
-------- -------- -------- -------- --------
Loss before provision for income taxes ... (1,649) (1,304) (1,036) (1,004) (1,069)
Provision for income taxes ............... 12 12 13 5 16
-------- -------- -------- -------- --------
Net loss ................................. $ (1,661) $ (1,316) $ (1,049) $ (1,009) $ (1,085)
======== ======== ======== ======== ========

The quarterly operating results for the three months ended March 31,
1997, June 30, 1997, December 31, 1997, March 31, 1998 and June 30, 1998 have
been restated in order to adjust the write-off of acquired in-process research
and development and the amortization of the goodwill resulting from the TCS
acquisition. See Note 13 of Notes to Consolidated Financial Statements of the
Company.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has used capital from external sources to
fund its internal growth and operations and to make acquisitions. Such capital
requirements have been provided by (i) the Company's four principal
stockholders, through periodic purchases of the Company's debt and equity
securities and (ii) the Credit Facility. Since June 30, 1995 an investment fund
affiliated with WCAS has purchased a Senior Subordinated Note in the principal
amount of $25.0 million and 370,993 shares of Common Stock from the Company for
an aggregate $25.0 million, which was used in connection with the acquisition of
TCS, to repay borrowings under the Credit Facility and for general working
capital purposes. See "Certain Transactions."

As of September 30, 1998, the Company had outstanding borrowings of
$18.0 million under the Credit Facility. Such borrowings bore interest at a
weighted average rate of 6.97% per annum as of September 30, 1998. The Company
was not in compliance with the leverage and interest coverage covenants as of
September 30, 1998. The lender has granted a waiver relating to the
noncompliance with these covenants of the Credit Facility and has amended these
covenants on a prospective basis such that the Company anticipates it will be in
compliance with such covenants at least through September 30, 1999. In October
1998, the total availability under the Credit Facility was increased to $36.0
million, and the Company drew down an additional $13.2 million, of which $11.7
million was used to finance the HII acquisition. As of December 31, 1998, the
Company had outstanding borrowings of $31.1 million under the Credit Facility.
Such borrowings bore interest at a weighted average rate of 6.41% per annum as
of December 31, 1998. All indebtedness under the Credit Facility has been, and
currently is, guaranteed by the Company's four principal stockholders. See
"Certain Transactions." Covenants under the existing agreement include:
customary covenants and restrictions on additional liabilities and disposition
of assets, achieving Year 2000 compliance by August 1999, maintaining financial
records and reporting, a maximum quarterly leverage ratio, a minimum interest
coverage ratio, restrictions on the payment of dividends, as well as prior
approval for acquisitions. See "Risk Factors -- Year 2000 Compliance."

As of September 30, 1998, the Company had cash and cash equivalents of
$3.6 million and net working capital of $2.2 million. Net cash used in
operations was $1.7 million, $4.0 million and $2.5 million for the fiscal years
ended June 30, 1996, 1997 and 1998, respectively. Net cash provided by operating
activities was $447,000 for the three months ended September 30, 1998. The $2.5
million net cash used in operations for the fiscal year ended June 30, 1998 was
used primarily for contingent earnout charges on acquisitions made in prior
fiscal years which resulted in a net decrease in accounts payable and accrued
expenses of $1.4 million. In addition, $1.9 million of the net cash used was
attributable to an increase in formulary accounts receivable relating to
Stockton (formulary receivables normally have a 7-12 month collection cycle) and
$2.1 million was attributable to an increase in accounts receivable resulting
from an increase in revenues. The $447,000 net cash provided by operating
activities for the

three months ended September 30, 1998 resulted primarily from the $1.1 million
of income from operations (after adding back non-cash charges) resulting from
increased revenues and operating margins. The net cash provided from operations
also reflected increased investments in accounts receivable ($729,000),
formulary receivables ($942,000) and other assets ($625,000), which were
partially offset by an increase in accounts payable and accrued expenses
($1,853,000).

Cash used for investment purposes was $4.9 million, $12.2 million,
$12.1 million and $869,000 for the fiscal years ended June 30, 1996, 1997 and
1998 and the three months ended September 30, 1998, respectively. Cash used for
investment purposes during the fiscal year ended June 30, 1998 was primarily
used to acquire Stockton for $10.7 million and also to fund capital expenditures
(predominantly computer and network hardware and software) in the amount of
$913,000. Cash used for investment purposes for the three months ended September
30, 1998 was used to fund capital expenditures of $466,000 and additions to
intangible assets of $403,000. The Company expects to pay $1.7 million of
additional contingent consideration relating to the Stockton acquisition by the
end of the March 31, 1999 quarter and at least $2.0 million per annum for the
foreseeable future for capital investment to support growth in transaction
processing.

Cash provided by financing activities was $657,000, $15.5 million,
$15.6 million and $1.0 million for the fiscal years ended June 30, 1996, 1997
and 1998 and the three months ended September 30, 1998, respectively. Cash
provided by financing activities during the fiscal year ended June 30, 1998 and
the three months ended September 30, 1998 was primarily provided from borrowings
under the Credit Facility which was partially offset by principal repayments of
debt and capital lease obligations. In the fiscal year ended June 30, 1997, cash
was provided by the issuance of a Senior Subordinated Note in the principal
amount of $25,000,000 and 370,993 shares of Common Stock for aggregate proceeds
of $25.0 million, which proceeds were partially offset by the repayment of
outstanding borrowings under the Credit Facility and principal repayments of
debt and capital lease obligations.

Approximately $25.2 million of the net proceeds of the Offering will
be used to prepay all then outstanding principal and accrued interest on the
Senior Subordinated Note and approximately $19.6 million of the net proceeds
will be used to reduce outstanding indebtedness and accrued interest under the
Credit Facility. In connection with the repayment of the Senior Subordinated
Note, the Company will record an extraordinary charge of approximately $1.4
million relating to the write-off of the remaining discount on the Senior
Subordinated Note. The Company expects to use the New Credit Facility to finance
the Company's future acquisitions and general working capital needs, subject to
satisfaction of covenants set forth therein. The Company also expects to finance
acquisitions through the issuance of additional equity and debt securities. The
Company believes that the proceeds of the Offering, together with existing cash
balances and cash generated by operations in the near term, and the borrowings
expected to be made available under the New Credit Facility, will be sufficient
to finance the Company's operations for at least 18 months. However, future
acquisitions may require funding beyond the Company's cash resources and
currently anticipated capital or operating requirements could change, with the
result that the Company may be required to raise additional funds through the
public or private sale of additional securities. See "Risk Factors --
Acquisition Strategy; Need for Additional Capital."

YEAR 2000 COMPLIANCE

The Company has completed its assessment of whether it will have to
modify or replace portions of its software and its products, services and
internal systems so that they will function properly with respect to dates in
the year 2000 and thereafter. In addition to its general Year 2000 compliance
review, the Company has specifically identified several areas which are not Year
2000 compliant as of November 30, 1998: (i) the Company's PBM system in Ohio,
(ii) the UNIX operating platform software used in connection with the Company's
pharmacy practice management system, and (iii) the UNIX operating platform
software utilized in its pharmacy transaction switching. With the exception of
the Ohio PBM system, the Company believes its internally developed software and
systems are Year 2000 compliant.

The Company has developed a remediation program to correct the Year
2000 problems it has identified. PBM clients who utilize the Company's PBM
system in Ohio are being migrated to the PBM system acquired by the Company from
Stockton, which the Company considers to be Year 2000 compliant. A testing and
migration timetable for all such clients has been developed, with migration
activi-

ties scheduled for completion in mid-1999. For retail pharmacy practice
management clients, the Company's remediation program consists of providing
software upgrades, with discounted hardware packages to enable such clients to
utilize Year 2000 compliant systems. The Company is currently contacting retail
pharmacy customers and expects that the implementation of such program will
extend throughout calendar 1999. A version of the UNIX operating platform
software used in pharmacy transaction switching, which the manufacturer
represents to be Year 2000 compliant, was released in December 1998. Testing of
that operating platform software on the Company's hardware, with the Company's
pharmacy transaction switching software, is scheduled for January and February
of 1999.

In October 1998 the Company acquired HII. HII's EDI products and
services fall into three categories: physician claims processing (small- and
large-group), hospital claims processing and claims data transmission
(extraction and transmission of claim data to a third party data analyst). Based
on its review at the time of the acquisition, the Company determined that none
of HII's products is Year 2000 compliant. The Company intends to modify HII's
common carrier and Internet-based claims processing system for small physician
groups to make it Year 2000 compliant. The Company also intends to modify HII's
payor data transmission products to make such products Year 2000 compliant.
These modifications are scheduled to be completed by spring 1999. The Company
intends to migrate HII's claims processing for hospitals and large physician
groups to the Company's MedE Claim product; this migration is scheduled to start
in spring 1999 and be completed by mid-1999. The Company can, if necessary,
process claims for hospitals and large physician groups through its common
carrier and Internet-based claims processing system.

Some or all of the Company's revenues from each of the three areas in
which Year 2000 problems have been identified, as well as those of HII's
clients, are subject to the risk of Year 2000 noncompliance. The total revenue
from the Company's PBM services clients was $6,491,000 in fiscal 1998. The total
revenue from Pharmacy retail system sales was $511,000 in fiscal 1998. The total
revenue derived from Pharmacy switching was $8,183,000 in fiscal 1998. The total
claims and related revenue derived from HII was $4,950,000 for the twelve months
ended June 30, 1998.

Excluding anticipated expenditures associated with ordinary product
development, the Company has budgeted approximately $1,210,000 through December
1999 for Year 2000 compliance costs, of which approximately $512,000 had been
expended through December 31, 1998. The Company believes that this amount will
be sufficient to execute its plan and cover contingency plan costs. The Company
believes that it has sufficient resources to implement its plan. However, there
can be no assurance that expenditures required to achieve compliance with Year
2000 requirements will not exceed the budgeted amounts.

The Company's client base consists of over 65,000 health-care
providers and over 1,000 payors. While the Company has not attempted to assess
the readiness of each of these entities, the Company has begun to work with
major customers and suppliers to insure that Year 2000 compliance issues will
not interrupt the normal activities supported by these relationships. The
Company's Medicare/Medicaid Payors are subject to a Year 2000 compliance program
undertaken by the Health Care Financing Administration. Under the HCFA plan, all
mission critical systems have been identified, and an Independent Verification
and Validation consultant has been retained to perform inspections and testing
of all public payors. This plan includes both random and announced system and
site testing.

The Company believes that the most likely worst case Year 2000
scenario would include the following: (i) one or more parts of the Company's
software and operating systems would operate incorrectly; (ii) one or more of
the Company's payors would be unable to receive transactions; and (iii) one or
more of the Company's providers/clients would not have completed internal Year
2000 conversions. The Company has completed the assessment of its critical
hardware and software and believes that the assessment has revealed all
significant Year 2000 problems, that such problems will be capable of
remediation, and that the Company's software and hardware will perform
substantially as planned when Year 2000 processing begins.

As contingency planning, the Company has three available options
should certain functions not operate properly on January 1, 2000. First, the
Company has developed its internal systems in such a manner as to allow such
systems to accept non-Year 2000 compliant data, and convert such data based on
defaults and algorithms developed in conjunction with the providers to Year 2000
compatible formats. This methodology

is applicable for claims, eligibility and enrollment transactions. Second, for
payors, in the event a payor is unable to accept EDI claims, the Company
currently has the capability, internally and, if necessary with support from an
outside vendor, to print paper claims forms from supplied provider data and to
send those claims in paper form to non-Year 2000 compliant payors. Third, for
medical claims, a bulletin board system acquired in the HII transaction could be
utilized by clients, with minimal programming set up, as a means of transmitting
claims to the Company via common carriers and the Internet. See "Risk Factors --
Year 2000 Compliance."

IMPACT OF INFLATION

Inflation has not had a material impact on the Company's historical
operations or financial condition.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent pronouncements of the Financial Accounting Standards Board,
which are not required to be adopted at this date, include SFAS No. 130,
"Reporting Comprehensive Income", SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information", SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits" and SFAS No. 133 "Accounting
for Derivative Instruments and Hedging Activities". These pronouncements are not
expected to have a material impact on the Company's financial statements.

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." This statement is not required
to be adopted at this date. The Company is currently evaluating the impact of
this statement on its financial statements.

NET OPERATING LOSSES

As of June 30, 1998, the Company had net operating loss carryforwards
for federal income tax purposes of approximately $36.4 million. Such loss
carryforwards expire in the fiscal years 2005 through 2013. Because of certain
changes in ownership, as defined in the Internal Revenue Code, which occurred
during 1996 and 1995, certain of these net operating loss carryforwards are
subject to annual limitations. See Note 7 of Notes to Consolidated Financial
Statements of the Company.

BUSINESS

GENERAL

MEDE AMERICA is a leading provider of EDI products and services to a
broad range of providers and payors in the healthcare industry. The Company
offers an integrated suite of EDI solutions that allows hospitals, pharmacies,
physicians, dentists and other healthcare providers and provider groups to
electronically edit, process and transmit claims, eligibility and enrollment
data, track claims submissions throughout the claims payment process and obtain
faster reimbursement for their services. In addition to offering greater
processing speed, the Company's EDI products and services reduce processing
costs, increase collection rates and result in more accurate data interchange.
The Company maintains over 540 direct connections with insurance companies,
Medicare and Medicaid agencies, Blue Cross and Blue Shield systems and other
third party payors, as well as over 500 indirect connections with additional
payors through claims clearinghouses. As of December 31, 1998, the Company
processed over 900,000 transactions per day for over 65,000 providers located in
all 50 states. The Company's mission is to be the leading provider of integrated
healthcare transaction processing technology, networks and databases, enabling
its clients to improve the quality and efficiency of their services.

The Company was formed in March 1995 through the consolidation and
subsequent spin-off of three subsidiaries of CES, in connection with the
acquisition by First Data Corporation of CES' credit card processing business.
The three subsidiaries, MedE America, Inc., MPC, and Wellmark, which comprised
the healthcare services business of CES, historically provided EDI services to
hospitals and physicians. Since its formation, the Company has expanded both
through internal growth and the acquisition of six healthcare transaction
processing businesses. As part of its strategy of providing an integrated suite
of EDI products and services to a broad range of healthcare providers, the
Company has focused on acquisitions that provide entry into new markets or
expand the Company's product suite. The Company has actively pursued the
integration of its acquisitions and, in the process, has either divested, closed
or restructured various operations of the acquired entities in order to
eliminate non-core or redundant operations and achieve cost savings and
operating efficiencies.

INDUSTRY OVERVIEW

Innovations over the past decade in computer and telecommunications
technologies have resulted in the development of EDI systems to electronically
process and transmit information among the various participants in the
healthcare industry. These systems were designed to replace paper-based
recording and transmission of information, enabling greater processing speed,
reduced processing costs and more accurate data interchange. Electronic
processing enables providers to verify patient eligibility or obtain
authorization for services at the time of appointment, registration or at the
time of claim submission. The healthcare EDI processor then interfaces with the
payor to obtain an eligibility or authorization confirmation, which is
transmitted back to the provider. To obtain payment, providers must submit
claims information in formats specified by the respective payors. Healthcare EDI
processors can facilitate this process by utilizing customized software programs
that can perform "edits" to the data supplied by providers and re-format that
data to meet the data specifications of payors. Electronically transmitted
claims are sent either directly from the provider to the payor, or through the
healthcare EDI processor (which in turn transmits the claims to the payor
directly or through one or more intermediaries). The claim is received and
reviewed by the payor and the remittance response is communicated (usually not
electronically) back to the provider. Each of these steps in the healthcare
delivery process gives rise to a current or potential EDI transaction.

Health Data Directory estimates that in 1998 over 4.4 billion
electronic and paper claims will be paid in all sectors of the healthcare
services market, and over the past five years healthcare claims increased at an
average rate of 6.25% per year. The Company expects the volume of healthcare
claims to continue to grow as the U.S. population ages and life expectancy of
the U.S. population increases. The increase in claims has been accompanied by an
increase in the proportion of claims that are electronically processed. From
1994 to 1998 (estimated), the proportion of total healthcare claims that were
electronically processed increased from 47% to 62%. During such period the
number of claims pro-

cessed electonically increased at an average rate of 14% per year. The Company
expects the electronic processing of healthcare claims to continue to increase
as a result of increased reliance on electronic commerce and increased emphasis
on cost containment in the healthcare industry.

The penetration of electronic processing varies significantly among
the different markets within the healthcare industry. Health Data Directory
estimates that in 1998 electronic processing will account for approximately 16%
of total dental claims, 38% of total physician medical claims, 83% of total
hospital medical claims and 86% of total pharmacy claims. In addition to the
opportunity to convert remaining paper-based claims to electronic processing,
the Company believes that there is significant market potential for EDI
processing in the non-claim area, including eligibility verification, remittance
transactions and other data exchange transactions such as claims tracking,
referrals and physician scripting. The Company believes that EDI penetration in
these non-claim transaction categories is low, and as a result, the EDI
transaction growth in these areas will exceed that of the EDI claims processing
market.

As compared to claims processing, the electronic processing of
non-claim information transactions in the healthcare industry, such as
eligibility inquiries, enrollment in Medicare and Medicaid programs, referrals,
formulary inquiries to pharmacy benefit managers and prescription delivery, has
emerged only recently and is less pervasive. The Company believes that only a
small percentage of non-claim information transactions are managed
electronically. In addition to opportunities to expand its claims processing
business, the Company believes that there are significant possibilities to
expand electronic processing to non-claim areas in the healthcare market, for
the following reasons:

o As advanced technology continues to penetrate the healthcare industry, an
increasing amount of healthcare data will be managed electronically. For
example, healthcare providers are implementing practice management
software systems to manage the clinical, financial and administrative
aspects of their businesses. Increasingly, these software systems
incorporate EDI processing capabilities.

o Efforts by government and private insurers to contain healthcare costs are
expected to motivate hospitals and physicians to use EDI not only to lower
costs, but also to improve operating efficiencies and increase accuracy.
For example, state Medicaid programs and some private insurance companies
now encourage providers to verify patients' medical benefits eligibility
electronically.

o As the healthcare industry continues to undergo consolidation, the larger
scale of the resulting entities may result in increased EDI use. For
example, various managed care companies have encouraged their provider
networks to utilize EDI for authorizations, enrollment verification,
encounter reports and referrals.

Currently, the EDI market is fragmented and consists of several
nationally prominent EDI claims processors and several hundred regional EDI
service providers who occupy selected niches in specialized markets and
geographical sectors. Over the past several years, many of the regional EDI
service providers have been acquired by national organizations. The Company
believes that competitive conditions in the healthcare information industry will
continue to favor consolidation as larger, more diversified organizations are
able to reduce costs and offer an integrated package of standardized products
and services.

COMPETITIVE STRENGTHS

The Company believes that it has several competitive strengths which
will enable it to capitalize on the significant growth opportunities in the
healthcare EDI marketplace.

COMPREHENSIVE SUITE OF EDI PRODUCTS AND SERVICES. The Company has
followed a strategy of developing or acquiring EDI products and services that
may be provided to a broad range of healthcare clients. The Company's products
incorporate open architecture designs and what the Company regards as "best of
breed" technology and may be purchased as modular additions to the client's
existing data storage and retrieval system, or as part of a comprehensive EDI
processing system. These products also provide to the client the capability and
the required security to transmit or receive EDI transactions across the
Internet. They are designed to be compatible with a broad variety of hospital,
medical, pharmacy and dental practice manage-

ment and billing systems. In addition, new products can be added to respond to
changing client requirements, and the scalability of the Company's products
permits the client to accommodate increasing transaction volumes without
requiring substantial new investments in software and hardware. Because of these
product characteristics, the Company believes it is well positioned to take
advantage of the expected growth of EDI in areas such as eligibility, managed
care transactions and pharmacy to physician scripting.

BROAD AND DIVERSIFIED CLIENT BASE. The Company markets its products
and services to a broad range of healthcare providers including the medical
market, comprised of hospitals, clinics and physicians, the dental market
comprised of small to medium-sized dental practice groups, and the pharmacy
market, which includes retail pharmacies (independents and chains) as well as
PBMs. In addition, the Company has relationships through practice management
system vendors and other intermediaries. As of November 30, 1998, the Company's
highly diversified client base consisted of approximately 42,000 pharmacies,
8,000 dental offices, 1,100 hospitals and clinics and 14,000 physicians. The
Company's broad and diversified client base provides it with transaction-based
revenues that tend to be recurring and positions it to capitalize on the rapid
consolidation taking place within the healthcare industry.

DIRECT RELATIONSHIPS WITH PROVIDERS AND PAYORS. The Company has
developed over 540 direct connections with healthcare payors including Medicare
and Medicaid agencies, Blue Cross and Blue Shield systems and commercial
insurance companies, and the Company is able to access over 500 additional
payors through contractual relationships with multiple claims clearinghouses.
Additionally, the Company has direct client relationships with providers such as
hospitals, clinics, physicians and pharmacies. The range of MEDE AMERICA's
services and the extent of its connectivity with payors provides the opportunity
to achieve deeper penetration of its provider base, while at the same time
offering more complete solutions to new clients. MEDE AMERICA believes that it
is strongly positioned to offer reliable, one-stop shopping to both providers
and payors for all their EDI needs.

FOCUS ON CLIENT SERVICE. The Company has focused on implementing a
wide range of client service and support functions. These support activities
include the use of automated client service tracking software, expanded client
help desk and account executive support functions, and extensive client feedback
mechanisms. This focus has enhanced the Company's awareness of client needs and
improved the Company's ability to respond to those needs. As a result of these
activities, of the clients that contributed to the Company's revenues in the
1997 fiscal year, approximately 90% continued as clients of the Company and
contributed to the Company's revenues in the 1998 fiscal year. The Company
believes that its high quality client service enhances the satisfaction of its
clients and generates new revenue opportunities in the form of expanded
transaction volume and sales of new products and services.

LEADING TECHNOLOGY AND PRODUCT PLATFORMS. The Company recognizes the
critical role of technology and telecommunications platforms to ensure reliable
and high quality service. Over the past two years, MEDE AMERICA has invested
significant capital in new hardware and software systems resulting in an
estimated three-fold increase in transaction processing capacity. The Company
has designed its products on a modular client/server model, using open
architecture and commonly available hardware, with redundant processing
capabilities. The Company's redundancies in its computing capacity and its
dual-site operations enable it to provide uninterrupted processing and data
transmission with little if any downtime. As a result of such technology
investments, MEDE AMERICA believes it is able to provide high quality service to
its clients in the form of high network availability, batch transaction
reliability and high rates of payor claims acceptance. MEDE AMERICA also
believes that its technology platform, which is operating at approximately
one-third of its total capacity, provides it with substantial operating
leverage.

GROWTH STRATEGY

o PROVIDE COMPREHENSIVE SUITE OF EDI SOLUTIONS. The Company believes that it
is critical to provide a full range of state of the art EDI solutions to
clients at every stage of the healthcare transaction spectrum. The Company
strives to develop fully modular products with open architecture to allow
for easy installation and integration with existing systems. These
features enhance the ability of the Company to offer one-stop shopping for
a client's EDI needs.

o FURTHER PENETRATE EXISTING CLIENT BASE. The Company believes that the
market for EDI transaction processing among its current clients has
significant potential. As EDI becomes more widespread in the healthcare
industry, the use of emerging EDI products and services such as
eligibility, enrollment, electronic credit card transactions and
electronic statement processing will become increasingly commonplace. The
Company believes that it is well positioned to cross sell such emerging
products and services to its existing client base.

o DEVELOP NEW EDI PRODUCTS AND SERVICES. The Company intends to develop new
EDI solutions to meet the evolving electronic transaction processing needs
of its existing and future healthcare clients. The Company believes that
the use of EDI will expand to encompass an increasing range of services
such as referrals, remittances and workers' compensation transactions. The
Company has a team of 127 research and development and technical support
professionals dedicated to developing, supporting and commercializing new
and enhanced EDI solutions. In addition, the Company intends to undertake
acquisitions in order to expand its suite of product offerings.

o UTILIZE STRATEGIC PARTNERSHIPS TO EXPAND CLIENT BASE. MEDE AMERICA's
strategic alliances with vendors, distributors and dealers of practice
management software have played an important role in building
relationships with small groups of physicians, pharmacists and dentists.
These companies promote MEDE AMERICA's EDI products as a modular addition
to their practice management software. The Company also has strategic
relationships with large hospital groups, Medicaid intermediaries, PBMs
and professional organizations. The Company believes that such strategic
partnerships provide important opportunities for increasing the Company's
revenue base.

o PURSUE STRATEGIC ACQUISITIONS. Currently, the EDI market includes several
hundred regional EDI service providers which occupy selected niches in
specialized markets and geographical areas. The Company intends to
capitalize on the fragmented market for the provision of EDI services by
aggressively pursuing consolidation opportunities in order to increase its
client and revenue base, expand its product suite, enter into new
geographic markets, utilize its operating leverage to increase efficiency
and add new talent and technical capacity in emerging areas of the EDI
processing industry.

SUITE OF EDI PRODUCTS AND SERVICES

MEDE AMERICA's products and services enable its healthcare clients to
process and transmit transactions more efficiently and accurately, reducing
costs and increasing overall processing speed. The Company's EDI products
incorporate open architecture designs and what the Company regards as "best of
breed" technology and may be purchased as modular additions to existing data
storage and retrieval systems or as part of a comprehensive EDI processing
system. They are designed to be compatible with a broad variety of hospital,
medical, pharmacy and dental practice management and billing systems. In
addition, new products can be added to respond to changing client requirements.
The scalability of the Company's products permits its clients to accommodate
increasing transaction volumes without substantial new investments in software
and hardware. The following table illustrates the breadth of the Company's
product and service offerings:

MEDE AMERICA'S SUITE OF EDI PRODUCTS AND SERVICES

- ----------------------------------------------------------------------------------------------------------------------------
NAME OF PRODUCT/SERVICE DESCRIPTION OF
AND MARKETS SERVED PRODUCT/SERVICE FEATURES CLIENT BENEFITS
- -------------------------- ----------------------------------------------- -------------------------------------------------

HEALTHCARE CLAIM
PROCESSING

MEDEClaim -- o Downloads claims data from client soft- o Accelerates cash flow through faster
All Markets ware applications and provides claims claim reimbursement.
data entry and correction capability. Ed- o Increases cash flow through high level of
its, formats and screens transaction data payor acceptance of edited claims.
to meet payor-specific requirements. o Improves accounts receivables manage-
ment.
o Reduces administrative expenses.
- ----------------------------------------------------------------------------------------------------------------------------
OTHER CLAIM SERVICES

MEDE Assist -- o Bills, on a batch basis, pharmacy pre- o Improves accounts receivable manage-
Pharmacy scriptions and performs non-electronic ment and accelerates cash flow through
reconciliation and payor accounts re- faster claim reimbursement.
ceivable management. o Reduces administrative expenses.

Claims Tracking -- o Tracks and provides a lock box service o Improves accounts receivable manage-
Dental for payor reimbursements. ment and accelerates cash flow.
- ----------------------------------------------------------------------------------------------------------------------------
ELIGIBILITY VERIFICATION

MEDE Eligibility -- o Verifies patients' eligibility for specific o Reduces costs by minimizing fraud.
All Markets healthcare benefits for Medicaid and o Ensures patient services are supported
commercial payors. by a designated health benefit plan.
o Reduces administrative expenses.
- ----------------------------------------------------------------------------------------------------------------------------
MEDICAID ENROLLMENT

Medicaid o Processes and tracks Medicaid enrollment o Reduces expenses through on-line
Enrollment Manage- applications allowing for the verification application process.
ment System (MEMS) and processing of Medicaid claims. Uti- o Reduces application processing time.
-- Medical lized by hospitals and government agen- o Improves Medicaid claims billing and col-
cies in New York, New Jersey and lection.
California. o Reduces bad debt.
- ----------------------------------------------------------------------------------------------------------------------------
TRANSACTION SWITCHING

MEDE Xchange -- o Routes real-time and batch transaction o Reduces costs.
All Markets data from clients to facilitate transaction o Increases network availability and
transmission to payors. reliability.
o Supports a broad array of access methods o Provides extensive payor connectivity.
including dial-up, dial to packet, ISDN
and frame relay.
- ----------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------
NAME OF PRODUCT/SERVICE DESCRIPTION OF
AND MARKETS SERVED PRODUCT/SERVICE FEATURES CLIENT BENEFITS
- ------------------------- --------------------------------------------- --------------------------------------------

REAL-TIME PHARMACY
BENEFIT MANAGEMENT
(PBM)

MEDE Select -- o Adjudicates on-line claims, incorporat- o Accelerates cash flow through faster
All Markets ing patient eligibility and benefit review. claim reimbursement.

o Increases cash flow through high level
of payor acceptance of edited claims.
o Improves accounts receivables management.
o Reduces administrative expenses.

- ----------------------------------------------------------------------------------------------------------------------------
PHARMACY PRACTICE
MANAGEMENT
SYSTEMS (PPM)

Solution Plus -- o Facilitates dispensing, inventory and o Expands drug pricing and coverage
Pharmacy pricing of products for hospital, outpa- capabilities.
tient and clinic pharmacies. o Improves cash flow through faster claim
o Provides on-line claims adjudication. reimbursement.
o Improves efficiency of pharmacy
management and operations.
- ----------------------------------------------------------------------------------------------------------------------------
OTHER PRODUCTS AND
SERVICES
Link -- o Connects physicians to pharmacies for the o Reduces costs related to manual genera-
Medical and Pharmacy transmission of prescriptions and related tion and transmission of prescriptions.
information and approvals. o Increases accuracy and transmission speed
of prescriptions.
Formulary o Administers and manages formulary pro- o Reduces drug costs and increases PBM
Management -- grams for PBMs. revenue through manufacturer incentives,
Pharmacy o Promotes the usage by healthcare plans of o Promotes compliance with payor formu-
designated drug products. laries.
Patient Statements -- o Facilitates patient statement billing. o Reduces costs and improves patient
All Markets relations.
Credit/Debit Card and o Assists patients in making co-payments or o Reduces bad debt and enhances patient
Check Guarantee -- paying other out-of-pocket charges. convenience.
All Markets
Additional EDI o Processes data relating to referrals, en- o Reduces practice expense and improves
Transactions -- counters and benefit pre-certifications. efficiency and patient relations.
All Markets
- ----------------------------------------------------------------------------------------------------------------------------

CLIENTS

The Company markets its products primarily to hospitals, pharmacies,
physicians, dentists and other healthcare providers and provider groups
(including HMOs, PPOs and healthcare practice management vendors) and processes
transactions for providers in all 50 states. The Company believes it is one of
the largest pharmacy transaction routers in the U.S. (based on volume) serving
more than 42,000 pharmacies in various EDI capacities. MEDE AMERICA has a strong
presence in the medical market in New York, New

Jersey, California, Florida, Minnesota, and Ohio, currently providing EDI
services to more than 1,100 hospitals and clinics, and 14,000 physicians. In the
dental market, MEDE AMERICA serves more than 8,000 dental offices. No single
client of the Company accounted for more than 3% of the Company's revenues in
fiscal year 1998.

SALES, MARKETING AND CLIENT SERVICES

The Company markets its products through a national sales and
marketing organization consisting of 98 associates organized according to
market, client type and product category. The Company also has a client services
organization consisting of 66 associates dedicated to help desk and client
support functions. A significant component of compensation for all sales
personnel is performance based, although the Company bases quotas and bonuses on
a number of factors in addition to actual sales, such as client satisfaction and
collection of receivables.

MEDE AMERICA's marketing efforts include direct sales, telesales,
strategic partnerships with healthcare vendors, trade shows, direct marketing,
telemarketing, the Internet, and specific advertising and marketing campaigns
where appropriate. In the medical and pharmacy markets, the Company's current
strategic business alliances include relationships with some of the country's
largest hospitals, hospital networks, hospital information systems vendors,
practice management software vendors, pharmacy chains, healthcare organizations
and payors. The Company also maintains strategic alliances with certain state
Medicaid programs.

MEDE AMERICA's strategic alliances with vendors, distributors and
dealers of practice management software have played an important role in
building relationships with individual and small groups of physicians,
pharmacies and dentists. These companies promote MEDE AMERICA's EDI products as
modular additions to their practice management software. MEDE AMERICA has also
won endorsements from 18 state dental associations, representing nearly half of
all dentists in practice today. The Company's sales channels include targeting
dental practice management companies and payor-driven programs aimed at their
network providers. Recent significant expansion of MEDE AMERICA's direct
connectivity to dental payors has contributed to its ability to generate revenue
from this market while at the same time eliminating its dependence on other
processors and clearinghouses.

RESEARCH AND DEVELOPMENT

As of December 31, 1998, the Company employed 86 people in the areas
of product design, research and development, and 41 people in the areas of
quality assurance and technical support. The Company's product development
strategy is focused on continuous enhancement of its existing products to
increase their functionality and ease of use, and the development of new
products for additional EDI transactions and telecommunications offerings.
Particular attention is devoted to the ongoing integration of developed and
acquired systems and applications into a consolidated suite of EDI product
offerings and supporting services for the markets served by the Company.

In the Company's 1996, 1997 and 1998 fiscal years, research and
development expenditures totaled $2,132,000, $3,278,000 and $3,941,000,
respectively, representing approximately 7%, 9% and 9%, respectively, of the
Company's total revenues. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

TECHNOLOGY AND OPERATIONS

MEDE AMERICA recognizes the crucial role of technology and
telecommunications in the EDI marketplace. Since the beginning of fiscal 1996,
the Company has acquired new hardware and software and made data center
improvements costing more than $5.0 million. As a result, the Company is
currently operating at approximately one-third of its operating capacity. The
continuing use of newer emerging technologies and platforms has contributed
significantly to the Company's current operational position. Examples of such
innovations include the use of Internet technologies for data transmissions,
on-line transaction monitoring tools and development of Windows-based front-end
applications for clients.

Advanced Open Architecture

MEDE AMERICA's products and applications offer clients the benefits of
an "open architecture" EDI system. As a result, a client's system can expand or
change without incurring significant incremental capital expenditures for
hardware or software. The open architecture of the Company's systems also
improves reliability and connectivity, and facilitates the cross selling of MEDE
AMERICA's products, in part because of the following characteristics:

o SCALABILITY. The Company's systems are designed to take full advantage of
the client/server environment, UNIX operating systems and Redundant Array
of Inexpensive Disks ("RAID") technology, allowing clients to expand their
processing capacity in order to accommodate the growth of their
businesses.

o MODULARITY. The Company's client/server systems have been developed with
discrete functionality that can be replicated and utilized with additional
hardware. This modularity enables MEDE AMERICA to optimize application and
hardware performance.

o REDUNDANCY. The implementation of a dual site, geographically dispersed
On-Line Transaction Processing ("OLTP") switch (Twinsburg, Ohio and
Mitchel Field, New York) and RAID technology for batch processing
significantly reduces the risk of business interruption. Each site is
designed to be entirely self-supporting.

o OPEN SYSTEMS. Through the use of an open systems architecture MEDE AMERICA
is able to add new functionality to applications without re-designing its
applications or architecture.

o INDUSTRY STANDARDS. Through the adoption and active use of pertinent
standards for healthcare EDI processing, MEDE AMERICA can support client
and payor processing requirements and provide standard interfaces to other
EDI processing organizations.

o EASE OF USE. The Company's products are either Windows-based or GUI-based
and function in UNIX, Novell and Windows NT operating environments,
thereby enhancing ease of use by MEDE AMERICA's clients.

o TELECOMMUNICATIONS OFFERINGS. MEDE AMERICA is an early adopter of emerging
telecommunications systems enabling the Company to migrate to newer
services, such as ISDN, dial to packet, frame relay, virtual private
networks and Internet communications. These new offerings provide the
Company with a competitive advantage through improved service levels or
pricing. To ensure reliable connectivity to its EDI clients, the Company
has established relationships with multiple telecommunications vendors.

COMPETITION

Competition in the market for the Company's products and services is
intense and is expected to increase. The EDI market is characterized by rapidly
changing technology, evolving user needs and frequent introduction of new
products. Many of the Company's competitors and potential competitors have
significantly greater financial, technical, product development, marketing and
other resources and market recognition than the Company. In addition, many of
the Company's competitors also currently have, or may develop or acquire,
substantial installed client bases in the healthcare industry. As a result of
these factors, the Company's competitors may be able to respond more quickly to
new or emerging technologies, changes in client requirements and political,
economic or regulatory changes in the healthcare industry, and may be able to
devote greater resources to the development, promotion and sale of their
products than the Company.

The Company's principal competitors include National Data Corporation,
Envoy Corporation and SSI, Inc. in claims processing and eligibility
verification; QuadraMed Corporation in claims processing; Medifax, Inc. and HDX
Healthcare Data Exchange Corporation in eligibility verification; and Envoy
Corporation in the dental market. MEDE AMERICA also may face potential
competition from other companies not currently involved in healthcare electronic
data transmission, which may enter the market as EDI becomes more established.
The Company believes that existing and potential clients in the

healthcare EDI market evaluate the products and services of competing EDI
providers on the basis of the compatibility of the provider's software, cost,
ease of installation, the range of applications available, the quality of
service and the degree of payor connectivity. See "Risk Factors --
Competition."

GOVERNMENT REGULATION

The healthcare industry in the United States is subject to changing
political, economic and regulatory influences that may affect the procurement
practices and operations of healthcare organizations. During the past several
years, the healthcare industry has been subject to increasing levels of
governmental regulation of, among other things, reimbursement rates and certain
capital expenditures. For example, legislation has been proposed that would
mandate standards and impose restrictions on the Company's ability to transmit
healthcare data and recently, Congress has had under consideration proposals to
reform the healthcare system. While some of these proposals, if enacted, could
increase the demand for EDI products and services in the healthcare industry by
emphasizing cost containment, they might change the operating environment for
the Company's clients in ways that cannot be predicted. Healthcare organizations
could react to these proposals by curtailing or deferring investments, including
those for the Company's products and services.

The confidentiality of patient records and the circumstances under
which such records may be released for inclusion in the Company's databases are
subject to substantial regulation. State laws and regulations govern both the
disclosure and the use of confidential patient medical record information.
Although compliance with these laws and regulations is at present principally
the responsibility of the hospital, physician or other healthcare provider,
regulations governing patient confidentiality rights are evolving rapidly. The
Health Insurance Portability and Accountability Act, passed in 1997, mandates
the establishment of national standards for the confidentiality of patient data,
as well as record keeping, data format and data security obligations that will
apply to transaction processors, among others. It is possible that standards so
developed will necessitate changes to the Company's operations. Additional
legislation governing the dissemination of medical record information has been
proposed at both the federal and state levels. This legislation may require
holders of such information to implement security measures that may require
substantial expenditures by the Company. There can be no assurance that changes
to state or federal laws will not materially restrict the ability of healthcare
providers to submit information from patient records using the Company's
products. See "Risk Factors -- Proposed Healthcare Data Confidentiality
Legislation."

YEAR 2000 COMPLIANCE

Many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. These date code
fields will need to accept four digit entries to distinguish 21st century dates
from 20th century dates. As a result, prior to January 1, 2000, computer systems
and/or software used by many companies may need to be upgraded to comply with
such "Year 2000" requirements. Significant uncertainty exists in the software
industry concerning the potential consequences of the Year 2000 phenomenon. The
Company believes that some systems with which its own computers interact (for
example, some payor and practice management systems) are not yet Year 2000
compliant. In addition, certain of the Company's internally developed software
and software on which its systems operate are not yet Year 2000 compliant. The
applications running on these systems are expected to be discontinued, migrated
to other systems or corrected before 2000. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Year 2000
Compliance." However, there can be no assurance that the Company's systems will
achieve Year 2000 compliance in a timely manner, if at all. See "Risk Factors --
Year 2000 Compliance."

EMPLOYEES

As of December 31, 1998, the Company employed 405 people, including
110 in operations, 98 in sales and marketing, 66 in client services, 86 in
research and development, 35 in finance and administration and ten in corporate.
None of the Company's employees is represented by a union or other collective
bargaining group. The Company believes its relationship with its employees to be
satisfactory.

FACILITIES

The following chart summarizes the Company's facilities and their
monthly transaction capacities:

ESTIMATED
MONTHLY
TRANSACTION OWNED/LEASE
FACILITY PERSONNEL TRANSACTION TYPE CAPACITY EXPIRATION DATE
- ------------------------------ ----------- ------------------------------ ------------- ----------------------

Ohio (Primary Medical and 152 Eligibility 2,000,000 Owned
Pharmacy Data Center) Real-Time Benefit Management 6,000,000
Switching 48,000,000
Claims 3,000,000

New York (Secondary Medical 35 Eligibility 2,000,000 January 2003
and Pharmacy Data Center) Enrollment 25,000
Georgia (Dental Data Center) 57 Dental Claims 1,600,000 January 2001
Corporate Headquarters, 140 Real-Time Benefit Management 2,000,000 Various dates between
Sales & Development January 1999 and Feb-
Offices (5 sites) and ruary 2003.
PBM Processing
St. Louis (HII Facility) 21 Claims N/A1 May 2005

- ----------
1 All claims of this facility are outsourced to a third party mainframe
processor.

INTELLECTUAL PROPERTY

The Company considers its methodologies, computer software and many of
its databases to be proprietary. The Company relies on a combination of trade
secrets, copyright and trademark laws, contractual provisions and technical
measures to protect its rights in various methodologies, systems, products and
databases. The Company has no patents covering its software technology. Due to
the nature of its application software, the Company believes that patent and
trade secret protection are less significant than the Company's ability to
further develop, enhance and modify its current products. However, any
infringement or misappropriation of the Company's proprietary software and
databases could disadvantage the Company in its efforts to retain and attract
new clients in a highly competitive market and could cause the Company to lose
revenues or incur substantial litigation expense. The Company seeks to protect
its proprietary information through nondisclosure agreements with its
consultants, clients and potential clients, and limits access to, and
distribution of, its proprietary information. See "Risk Factors -- Dependence on
Intellectual Property; Risk of Infringement."

Substantial litigation regarding intellectual property rights exists
in the software industry, and the Company expects that software products may be
increasingly subject to third-party infringement claims as the number of
competitors in the Company's industry segment grows and the functionality of
products overlaps. Although the Company believes that its products do not
infringe on the intellectual rights of others, there can be no assurance that
such a claim will not be asserted against the Company in the future, or that a
license or similar agreement will be available on reasonable terms in the event
of an unfavorable ruling on any such claim. See "Risk Factors -- Dependence on
Intellectual Property; Risk of Infringement."

LEGAL PROCEEDINGS

In June 1995, the Company acquired substantially all of the assets of
Latpon for a purchase price of $2,470,000, plus the assumption of approximately
$963,000 of liabilities. On June 6, 1998, Curtis J. Oakley filed a complaint
with the Supreme Court of the State of New York, County of Nassau asserting
multiple causes of action against several persons, including a cause of action
naming the Company as a defendant, based on his alleged ownership of a 22%
interest in Latpon. According to the complaint, Mr. Oakley's claim against the
Company is for $2 million or such other amount as may be equivalent to the
present value of his alleged ownership interest in Latpon's predecessor. The
Company believes that it is fully indemnified by the former owners of Latpon
under the Latpon acquisition agreement against any costs or damages arising from

this claim. By letter dated July 10, 1998, one of the former owners of Latpon
confirmed that he would indemnify the Company in accordance with the terms of
the acquisition agreement. On August 25, 1998, the Company filed a motion to
dismiss this claim. That motion is currently pending.

RECENT DEVELOPMENTS

On July 17, 1998, the Company entered into a Transaction Processing
Agreement (the "Processing Agreement") with Medic Computer Systems, Inc.
("Medic"), a subsidiary of Misys plc that develops and licenses software for
healthcare providers, principally physicians, MSOs and PPMs. Under the
Processing Agreement, the Company will undertake certain software development
obligations, and on July 1, 1999, it will become the exclusive processor
(subject to certain exceptions) of medical reimbursement claims for Medic's
subscribers submitted to payors with whom MEDE AMERICA has or establishes
connectivity. Under the Processing Agreement, the Company will be entitled to
revenues to be paid by payors (in respect of which a commission is payable to
Medic) as well as fees to be paid by Medic. The Processing Agreement sets forth
detailed performance criteria and development and implementation timetables;
inability to meet these criteria may result in financial penalties or give Medic
a right to terminate this agreement. The Processing Agreement is for a fixed
term of five years, with annual renewals thereafter (unless either party elects
to terminate).

Contemporaneously, to ensure a close working relationship between the
parties, on July 19, 1998, the Company granted to Medic a warrant (the "Medic
Warrant") to acquire 1,250,000 shares of the Company's Common Stock, at a per
share exercise price equal to the price of the Common Stock to the public in the
Offering or, in the event that an initial public offering is not completed by
March 31, 1999, at an exercise price equal to $8.00 per share. The difference
between the two alternative prices reflects, in the Company's view, the
incremental value of a share of Common Stock resulting from the Offering and the
concurrent Recapitalization. The Medic Warrant vests over a two year period and
may be exercised up to five years from the date of grant. The Medic Warrant
contains customary weighted average antidilution provisions. The Company and the
principal stockholders associated with WCAS and WBCP have agreed that following
the completion of the Offering and until the earlier of the termination of the
Processing Agreement or the disposition by Medic and its affiliates of at least
25% of the shares of Common Stock issuable under the Medic Warrant, Medic shall
have the right to designate one director to the Company's Board of Directors. As
of the date of this Prospectus, Medic has not named a designee.

On October 30, 1998, the Company acquired all the outstanding shares
of stock of HII, a St. Louis, Missouri based provider of EDI transaction
processing services to hospitals and physician groups in the midwest. Prior to
such acquisition, HII was a subsidiary of RightCHOICE and General American. The
Company acquired HII for a total cash payment of approximately $11.7 million,
including transaction expenses. Immediately prior to the acquisition, HII's
"Intercare" and "Telemedical" businesses were divested in separate transactions.
The Company did not acquire such businesses or any proceeds from the disposition
thereof.

The HII acquisition was financed by an amendment to the Credit
Facility increasing the facility to $36,000,000. To induce investment funds
affiliated with WCAS and WBCP to guarantee this increase, on October 7, 1998,
the Company granted to such funds the 1998 Guaranty Warrants to purchase an
aggregate 84,050 shares of the Company's Common Stock at a per share exercise
price equal to the price of the Common Stock to the public in the Offering or,
in the event that an initial public offering is not completed by March 31, 1999,
at an exercise price equal to $8.00 per share. The difference between the two
prices reflects, in the Company's view, the incremental value of a share of
Common Stock resulting from the Offering and the concurrent Recapitalization.
The 1998 Guaranty Warrants are immediately exercisable and may be exercised up
to five years from the date of grant.

On January 26, 1999, the Company entered into a Credit Agreement with
NationsBank, N.A., as Administrative Agent, NationsBanc Montgomery Securities
LLC, as Syndication Agent, and the Company's subsidiaries as Guarantors. The New
Credit Facility provides for a $25 million revolving credit facility that
matures on January 26, 2002. The New Credit Facility is not guaranteed by any
third party, but is secured by substantially all of the Company's assets
including the stock of the Company's subsidiaries. The New Credit Facility
contains various covenants and conditions, including those relating to Year 2000
compliance, changes in control and management and restrictions on the payment of
dividends on the Common Stock. See "Dividend Policy."

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company are as follows:

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

Thomas E. McInerney(2) ........... 56 Chairman of the Board of Directors
Thomas P. Staudt ................. 46 President and Chief Executive Officer, Director
Richard P. Bankosky .............. 56 Chief Financial Officer, Treasurer and Secretary
James T. Stinton ................. 48 Chief Information Officer
William M. McManus ............... 43 Senior Vice President and General Manager -- Pharmacy
Linda K. Ryan .................... 51 Senior Vice President and General Manager -- Medical
Roger L. Primeau ................. 55 Senior Vice President and General Manager -- Dental
Anthony J. de Nicola(1) .......... 34 Director
Timothy M. Murray(1)(2) .......... 46 Director

- ----------
(1) Member of Audit Committee

(2) Member of Compensation Committee

Set forth below is information about each of the Company's executive
officers and directors.

THOMAS E. MCINERNEY has been Chairman of the Board of Directors of the
Company since March 1995 and a general partner of WCAS, an investment firm which
specializes in the acquisition of companies in the information services and
healthcare industries, since September 1986. Prior to joining WCAS, Mr.
McInerney was President and Chief Executive Officer of Dama Telecommunications
Corporation, a voice and data communications services company which he
co-founded in 1982. Mr. McInerney has also been President of the Brokerage
Services Division and later Group Vice President-Financial Services of ADP, with
responsibility for the ADP divisions that serve the securities, commodities,
bank, thrift and electronic funds transfer industries, and has held positions
with the American Stock Exchange, Citibank and American Airlines. Mr. McInerney
holds a B.A. degree from St. Johns University, and attended New York University
Graduate School of Business Administration. He is a director of Aurora
Electronics, Inc., The BISYS Group, Inc. and several private companies.

THOMAS P. STAUDT has been a director and the President and Chief
Executive Officer of the Company since March 1995. He served as President and
Chief Operating Officer of CES from May 1993, and as a director from August
1994, until the sale of CES to First Data Corporation and the formation of the
Company in March 1995. At CES, Mr. Staudt was responsible for credit card and
healthcare transaction processing operations. Prior to joining CES, Mr. Staudt
was President and Chief Operating Officer of Harbridge Merchant Services, Inc.,
which he joined in December 1991. Mr. Staudt has also held positions with A.C.
Nielsen, a subsidiary of Dun & Bradstreet Corporation, and Wells Fargo Bank. Mr.
Staudt holds a B.S. degree from the U.S. Naval Academy and an M.B.A. from San
Francisco State University.

RICHARD P. BANKOSKY has been Chief Financial Officer, Treasurer and
Secretary of the Company since May 1996. He served as Chief Financial Officer
and Treasurer for TII Industries, Inc. from April 1995 to February 1996. Prior
to joining TII, he was Chief Financial Officer, Treasurer and Secretary for TSI
International Software Ltd from February 1989 to April 1995. Mr. Bankosky also
served as Chief Financial Officer and Secretary for V Band Systems Inc., was
founder and Chief Operating Officer of NCR Credit Corporation and served as
Director of Corporate Development at NCR Corporation. He holds a B.E.E. degree
in Computers and Electrical Engineering from Rensselaer Polytechnic Institute
and an M.B.A. from Adelphi University.

JAMES T. STINTON has been Chief Information Officer of the Company
since October 1995. He served as Release Manager at Charles Schwab & Company
from April 1992 to September 1995. In that position he was responsible for the
development, coordination, testing and implementation for the Microsoft NT and
UNIX Client Server software. Prior to joining Charles Schwab & Company, he was
POS Systems Architect and Vice President at Wells Fargo Bank from February 1982
to April 1992. Mr. Stinton holds a degree from ONC Business Studies, Coventry
Technical College, Coventry, England, and a graduate certificate from Consumer
Banking Association, Retail Banking Management, McIntire Business School of the
University of Virginia.

WILLIAM M. MCMANUS has been Senior Vice President and General Manager
- -- Pharmacy of the Company since February 1996. From February 1996 through July
1998 he was Senior Vice President and General Manager -- Pharmacy and Medical,
and from April 1994 through February 1996 he was head of pharmacy system sales
for National Data Corporation. In that position he had overall responsibility
for sales, marketing and product management programs. Prior to April 1994, Mr.
McManus held senior level positions at OmniSYS, Inc., Healthcare Computer
Corporation, PDX, Inc., and the computer division of Foxmeyer Corporation. Mr.
McManus holds a B.S. degree in Health and Physical Education from the University
of South Carolina and completed postgraduate courses in education and pharmacy
at the University of South Carolina.

LINDA K. RYAN has been Senior Vice President and General Manager --
Medical of the Company since July 1998. In April 1995 she joined the Company as
Vice President of Marketing and Product Management. From June 1990 through April
1995 she served as the Director of the Single Payor Demonstration Program at the
New York State Department of Health. The program was responsible for introducing
healthcare EDI in New York State. Ms. Ryan has also served as Director of New
York's Community Health Management Information System and held several key
positions in New York State's Medicaid program and as a health care researcher
at Johns Hopkins and Albany Medical College. Ms. Ryan holds a Bachelor's Degree
from the University at Stony Brook in New York and a Master of Arts degree from
the College of William and Mary in Virginia.

ROGER L. PRIMEAU has been Senior Vice President and General Manager --
Dental of the Company since October 1996. From August 1989 through June 1996 he
was Vice President, Administration and Customer Relations of National Electronic
Information Corporation ("NEIC"). Prior to joining NEIC, Mr. Primeau worked at
Columbia Life Insurance Co. and Aetna Life & Casualty in a variety of management
positions. Mr. Primeau holds a B.S. degree in Biology from Holy Cross College.

ANTHONY J. DE NICOLA has been a director of the Company since March
1995 and has been a general partner of WCAS since April 1994. Prior to joining
WCAS, Mr. de Nicola was an associate at William Blair & Company, L.L.C., an
investment banking firm with which he had been affiliated since 1990.
Previously, Mr. de Nicola worked in the Mergers and Acquisitions Department of
Goldman Sachs & Co. and held positions at McKinsey & Company and IBM. Mr. de
Nicola holds a B.A. degree from DePauw University and an M.B.A. from Harvard
Business School. He is a director of SEER Technologies, Inc. and several private
companies.

TIMOTHY M. MURRAY has been a director of the Company since March 1995
and is a principal of William Blair & Company, L.L.C., an investment banking
firm with which he has been associated since 1979. He has also been the managing
partner of William Blair Leveraged Capital Fund since its formation in 1988 and
is a Managing Director of WBCP. Mr. Murray holds a B.A. degree from Duke
University and an M.B.A. from the University of Chicago. He is a director of
Daisytek International Corporation and several private companies.

THE BOARD OF DIRECTORS

COMMITTEES OF THE BOARD OF DIRECTORS

The only standing committees of the Board of Directors of the Company
are the Audit Committee and the Compensation Committee. The Audit Committee
reviews the results and scope of audits and other services provided by the
Company's independent public accountants. Its members are Messrs. de

Nicola and Murray. In May 1998, the Board of Directors constituted a
Compensation Committee composed of Messrs. McInerney and Murray which will be
responsible for making recommendations concerning salaries and incentive
compensation for executive officers of the Company. Prior to May 1998, the Board
of Directors had sole responsibility for establishing executive officer
compensation. Thomas E. Staudt, the Company's President and Chief Executive
Officer, participated in the deliberations of the Board concerning executive
compensation.

COMPENSATION OF DIRECTORS

Prior to the Offering, the directors of the Company received no
compensation in respect of their service on the Board of Directors. Following
the Offering, under the "New Stock Plan" (as defined in, and described more
fully under, "-- Employee Benefit Plans"), each director who is not an employee
of the Company or any parent, subsidiary or affiliate of the Company and is not
(and is not affiliated with) a beneficial owner of 5% or more of the voting
stock of the Company (a "non-employee director") will be paid an annual retainer
of $7,500, plus $1,000 for each Board of Directors or committee meeting
attended, and will receive annually a non-qualified stock option to purchase up
to 1,000 shares of Common Stock at the fair market value of the Common Stock on
the date of grant.

Directors are entitled to reimbursement for out-of-pocket expenses
incurred while attending meetings of the Board of Directors or committee
meetings.

DESIGNATED DIRECTOR

The Company and the principal stockholders associated with WCAS and
WBCP have agreed that, following the completion of the Offering and until the
earlier of the termination of the Processing Agreement or the disposition by
Medic and its affiliates of at least 25% of the shares of Common Stock issuable
under the Medic Warrant, Medic shall have the right to designate one director to
the Company's Board of Directors. As of the date of this Prospectus, Medic has
not named a designee.

EXECUTIVE COMPENSATION

The following table sets forth certain information concerning the
compensation paid by the Company to its Chief Executive Officer and each of the
four other most highly paid executive officers of the Company (the "Named
Executive Officers") in the 1998 fiscal year:

SUMMARY COMPENSATION TABLE

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

Thomas P. Staudt ...................... 185,833 150,000 -- 229,141 --
President and Chief Executive
Officer
Richard P. Bankosky ................... 136,969 55,000 -- 34,915 --
Chief Financial Officer, Treasurer
and Secretary
William M. McManus .................... 133,269 55,000 -- 39,279 --
Senior Vice President and General
Manager -- Pharmacy and Medical
Roger L. Primeau ...................... 121,050 25,000 27,900 23,567 --
Senior Vice President and General
Manager -- Dental
James T. Stinton ...................... 158,878 50,000 -- 40,371 --
Chief Information Officer ............

- ----------
(1) Bonuses are granted under a bonus formula annually established by the Board
of Directors, based upon the performance (measured by EBITDA) of the Company
(or certain operating divisions thereof). Unless a specified percentage of
the EBITDA target is achieved, no bonus is paid. EBITDA targets are adjusted
to reflect accounting changes, acquisitions and other significant, one-time
events.

(2) Total number granted through June 30, 1998 (exercised and unexercised).

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information regarding grants of
options to purchase Common Stock in fiscal 1998 to each of the Named Executive
Officers:

POTENTIAL
REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(1)
-------------------------------------------------------------- ------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS GRANTED EXERCISE
UNDERLYING OPTIONS TO EMPLOYEES IN PRICE EXPIRATION
GRANTED(#) FISCAL YEAR(2) ($/SHARE) DATE 5%($) 10%($)
-------------------- ----------------- ----------- ----------- -------- ---------

Thomas P. Staudt ............ 8,729 10.65% 5.73 3/5/08 31,424 79,696
Richard P. Bankosky ......... 5,455 6.66% 5.73 3/5/08 19,638 49,804
William M. McManus .......... 12,001 14.65% 5.73 (3) 43,204 109,569
Roger L. Primeau ............ 5,455 6.66% 5.73 (4) 19,638 49,804
James T. Stinton ............ 5,455 6.66% 5.73 3/5/08 19,638 49,804

- ----------
(1) Potential realizable value is based on the assumption that the price per
share of Common Stock appreciates at the assumed annual rate of stock
appreciation for the option term. The assumed 5% and 10% annual rates of
appreciation (compounded annually) over the term of the option are set forth
in accordance with the rules and regulations adopted by the Securities and
Exchange Commission and do not represent the Company's estimate of stock
price appreciation.

(2) Based upon total grants of options to purchase 81,926 shares in fiscal year
1998.

(3) Of such options, 2,182 expire July 31, 2007, 3,273 expire December 30, 2007
and 6,546 expire March 5, 2008.

(4) Of such options, 2,182 expire July 31, 2007 and 3,273 expire March 5, 2008.

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

NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
JUNE 30, 1998(#) JUNE 30, 1998($)
------------------------------- ------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------- --------------- ------------- --------------

Thomas P. Staudt ............ 109,551 97,767 $373,908 $322,136
Richard P. Bankosky ......... 0 23,567 0 72,286
William M. McManus .......... 15,711 23,568 45,688 68,544
Roger L. Primeau ............ 3,622 19,945 11,976 60,310
James T. Stinton ............ 13,529 26,842 45,732 83,486

SEVERANCE AGREEMENTS

The Company maintains severance agreements with each of its executive
officers providing for salary continuation for a period of six months (twelve
months in the case of Mr. Staudt) if the executive is terminated for any reason
other than malfeasance, misconduct or moral turpitude.

NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENTS

Each executive officer and certain other employees of the Company have
entered into a Non-Competition, Non-Solicitation and Confidentiality Agreement
with the Company, the terms of which are as follows. For a term of 12 months
following the cessation of such employee's employment with the

Company, the employee will neither compete with the Company in the United States
nor solicit any customer or employee of the Company. In addition, the employee
will not disclose any trade secrets (as defined in the agreement) and, for a
term of 12 months following the cessation of his or her employment by the
Company, will not disclose any confidential information (as defined in the
agreement).

EMPLOYEE BENEFIT PLANS

Under the MEDE AMERICA Corporation and its Subsidiaries Stock Option
and Restricted Stock Purchase Plan (the "Stock Plan"), up to 655,000 shares of
Common Stock are reserved for issuance to the officers and employees of the
Company. These shares may be issued either outright, as restricted stock awards,
or they may be issued pursuant to either "incentive stock options" under Section
422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), or
"non-qualified" stock options. As of December 31, 1998, options to purchase up
to an aggregate 482,823 shares of Common Stock were outstanding, of which
233,668 options were exercisable. The weighted average exercise price for all
options granted under the Stock Plan is $4.84 per share. Following the Offering,
the Board of Directors has provided that no additional grants or awards will be
made under the Stock Plan.

Under the MEDE AMERICA Corporation and its Subsidiaries 1998 Stock
Option and Restricted Stock Purchase Plan (the "New Stock Plan"), a variety of
awards, including incentive stock options intended to qualify under Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), "non-qualified"
stock options, restricted stock awards and other stock-based awards, may be
granted to officers, employees, directors, consultants and advisors of the
Company and its subsidiaries. An aggregate 1,500,000 shares of Common Stock are
currently reserved for issuance under the New Stock Plan. The Board of Directors
will initially administer the New Stock Plan, but may delegate such
responsibility to a committee of the Board (the "Plan Administrator").

The terms and conditions of individual awards made to employees and
consultants and, except as described below, non-employee directors, may vary,
subject to the following guidelines: (i) the exercise price of options may not
be less than 85% of the fair market value of the Common Stock on the date of
grant provided, however, that neither (a) the exercise price of incentive stock
options nor (b) the exercise price of non-qualified stock options intended to
qualify as "performance-based compensation" within the meaning of the Code may
be less than 100% of the fair market value of the Common Stock on the date of
grant (or, in the case of incentive stock options granted to a stockholder
owning in excess of 10% of the total combined voting power of all classes of
Company stock, 110% of the fair market value); (ii) the maximum number of shares
of Common Stock which may be the subject of awards granted to any employee under
the New Stock Plan during any calendar year may not exceed 300,000; (iii) the
term of incentive stock options may not exceed ten years from the date of grant;
and (iv) no awards may be granted after June 30, 2008.

Except as described below with respect to non-employee directors, the
Plan Administrator determines, within the guidelines set forth above, the amount
of each award, the conditions and limitations applicable to the exercise of an
option, the exercise price therefor and the form of payment that may be used to
exercise the award, which may include cash, check, shares of Common Stock and
promissory notes.

Each non-employee director automatically receives non-qualified stock
options to purchase up to 1,000 shares of Common Stock upon his or her initial
election to the Board of Directors and upon each anniversary thereof upon which
he or she is still serving as a director. The exercise price for each such
option is the fair market value on the date of grant. Non-employee director
options vest six months after grant and the exercise period may not exceed ten
years, provided that, subject to certain exceptions in the event of death or
disability, no non-employee director options may be exercised more than 90 days
after such director ceases to serve as a director.

The Board of Directors may grant restricted and unrestricted share
awards entitling recipients to acquire shares of Common Stock, subject to the
right of the Company to repurchase all or a part of such shares at their
purchase price from the recipient in the event that conditions specified by the
Plan Administrator are not satisfied prior to the end of the applicable
restricted period. Shares of restricted stock may not be sold, assigned,
transferred, pledged or otherwise encumbered during the applicable

restricted period. The Plan Administrator may, in its sole discretion, grant or
sell (at a purchase price per share equal to at least 85% of the fair market
value) shares of Common Stock free of any restrictions under the New Stock Plan.
In the event of a merger or sale of all or substantially all the assets of the
Company, the Board of Directors may, in its discretion, take any one or more of
certain actions including accelerating all unvested or unrealizable awards,
terminating all unexercised options and requiring the acquiring company to
assume all outstanding awards.

While the Company currently anticipates that most grants under the New
Stock Plan will consist of stock options, the Company may also grant restricted
stock awards, which entitle recipients to acquire shares of Common Stock subject
to certain conditions. Options or other awards that are granted under the New
Stock Plan but expire unexercised are available for future grants. Vesting of
options under the New Stock Plan would be subject to acceleration at the
discretion of the Board of Directors under certain circumstances.

Under the Company's 1998 Employee Stock Purchase Plan (the "Purchase
Plan"), employees of the Company, including directors of the Company who are
employees, are eligible to participate in semi-annual plan offerings in which
payroll deductions may be used to purchase shares of Common Stock. The purchase
price of such shares is the lower of 85% of the fair market value of the Common
Stock on the day the offering commences and 85% of the fair market value of the
Common Stock on the date the offering terminates. The first offering period
under the Purchase Plan will not commence until the completion of the Offering.

On July 23, 1998, the Board of Directors determined to grant options
to purchase an aggregate 400,000 shares of Common Stock under the New Stock Plan
to certain employees of the Company (including the Named Executive Officers)
contingent upon consummation of the Offering. Such options, which include both
incentive and non-qualified stock options, will have an exercise price equal to
the price to the public in the Offering and generally will vest ratably over
four years from the date of grant except that the initial installment of options
to be granted to certain executive officers, including the Named Executive
Officers, will vest immediately upon consummation of the Offering. The grants to
be received by each of the Named Executive Officers are as follows: 160,000
shares for Mr. Staudt, 40,000 shares for each of Messrs. Bankosky and McManus,
16,000 shares for Mr. Primeau and 30,000 shares for Mr.

Stinton.

On November 15, 1998, the Board of Directors determined to grant
options (such grant to be effective as of the date of the Offering) to purchase
an aggregate 51,500 shares of Common Stock under the New Stock Plan to certain
employees of the Company, most of whom were formerly employed by HII. Such
options will be incentive stock options, will have an exercise price equal to
the price to the public in the Offering and generally will vest ratably over
four years from the date of grant.

CERTAIN TRANSACTIONS

In June 1995, the Company acquired MEDE OHIO, through a merger between
the Company and the parent of MEDE OHIO ("Parent"). Parent was owned by Welsh,
Carson, Anderson & Stowe V, L.P. ("WCAS V"), which had formed Parent to acquire
MEDE OHIO in an all cash merger that was consummated in March 1995. The
acquisition price of MEDE OHIO, including amounts required to finance the merger
and to provide MEDE OHIO with working capital and pre-merger bridge financing,
was approximately $22.6 million. The exchange ratio in the merger between Parent
and the Company was based on the acquisition cost of MEDE OHIO and an
independent valuation of the Company that was performed in connection with the
spin-off of the Company by CES. In the merger and a related offering to raise
working capital for the Company, the Company issued an aggregate 1,772,351
shares of Common Stock and 171,889 shares of Preferred Stock to investment funds
and individuals affiliated with WCAS, and an aggregate 189,465 shares of Common
Stock and 28,987 shares of Preferred Stock to investment funds affiliated with
WBCP.

In October 1995, WCAS V and Welsh, Carson, Anderson & Stowe VI, L.P.
("WCAS VI") each advanced the Company $1.75 million as bridge financing for the
Company's acquisition of EC&F and Premier. The loan bore interest at the rate of
10% per annum and matured on December 31, 1995. The Company repaid the loan in
December 1995.

On December 18, 1995, the Company issued to its four principal
stockholders, WCAS V, WCAS VI, William Blair Capital Partners V, L.P. ("Blair
V"), and William Blair Leveraged Capital Fund, Limited Partnership ("Blair
LCF"), warrants to purchase an aggregate 52,532 shares of Common Stock at an
exercise price of $4.58 per share in connection with their agreement to
guarantee the Company's obligations under the Credit Facility.

On January 10, 1997, the Company increased the amount of available
borrowings under the Credit Facility, and in connection therewith, WCAS V, WCAS
VI, Blair V and Blair LCF each agreed to guarantee payment of a portion of the
additional debt to be incurred under the increased credit line. In consideration
for such guarantees, the Company issued to WCAS V, WCAS VI, Blair V and Blair
LCF warrants to purchase an aggregate 18,330 shares of Common Stock. The
warrants have a ten-year term and the exercise price thereunder is $5.73 per
share.

On October 31, 1997, the Company increased the amount of available
borrowings under the Credit Facility, and in connection therewith, WCAS V, WCAS
VI, Blair V and Blair LCF each agreed to guarantee payment of a portion of the
additional debt to be incurred under the increased credit line. In consideration
for such guarantees, the Company issued to WCAS V, WCAS VI, Blair V and Blair
LCF warrants to purchase an aggregate 34,200 shares of Common Stock. The
warrants have a ten year term and the exercise price thereunder is $5.73 per
share.

On February 14, 1997, the Company issued a 10% Senior Subordinated
Note due February 14, 2002 in the principal amount of $25,000,000, plus an
aggregate 370,993 shares of Common Stock, to WCAS Capital Partners II, L.P.
("WCAS CP II"), for an aggregate purchase price of $25,000,000. WCAS CP II is an
affiliate of each of WCAS V and WCAS VI, and Thomas McInerney and Anthony de
Nicola, both directors of the Company, are general partners of the sole WCAS CP
II general partner. The Company intends to use the proceeds of the Offering to
repay in full the 10% Senior Subordinated Note and to reduce the indebtedness
under the Credit Facility. See "Use of Proceeds." The Company does not
anticipate further borrowing from or seeking further loan guarantees from any of
the entities referred to above.

In connection with the issuance and sale of its 10% Senior
Subordinated Note to WCAS CP II, the Company granted to WCAS CP II certain
demand and "piggyback" registration rights pursuant to a Registration Rights
Agreement, dated as of February 14, 1997 between the Company and WCAS CP II. In
addition, the Company has granted demand and piggyback registration rights to
Medic with respect to the shares of Common Stock issuable upon exercise of the
Medic Warrant.

On July 17, 1998, the Company granted to Medic the Medic Warrant to
acquire 1,250,000 shares of the Company's Common Stock a per share exercise
price equal to the price of the Common Stock to the public in the Offering or,
in the event that an initial public offering is not completed by March 31, 1999,

at an exercise price equal to $8.00 per share. The difference between the two
alternative prices reflects, in the Company's view, the incremental value of a
share of Common Stock resulting from the Offering and the concurrent
Recapitalization. The Medic Warrant vests over a two year period and may be
exercised up to five years after the date of grant. The Company and the
principal stockholders associated with WCAS and WBCP have agreed that, following
the completion of the Offering and until the earlier of the termination of the
Processing Agreement or the disposition by Medic and its affiliates of at least
25% of the shares of Common Stock issuable under the Medic Warrant, Medic shall
have the right to designate one director to the Company's Board of Directors. As
of the date of this Prospectus, Medic has not named a designee.

The terms of the Preferred Stock have been amended to provide for
conversion of the aggregate liquidation value of the Preferred Stock including
accrued but unpaid dividends into Common Stock at the price per share received
by the Company upon the consummation of its initial public offering; provided
further, however, that cash realized by the Company upon any exercise of the
Underwriters' overallotment option would be applied to the payment of accrued
dividends in lieu of having such dividends convert into Common Stock. In
addition, in connection with the Offering, the holders of the outstanding
warrants (other than the Medic Warrant and the 1998 Guaranty Warrants) agreed to
exercise all such warrants by the net issuance exercise method for an aggregate
59,926 shares of Common Stock. WCAS V, WCAS VI, Blair V and Blair LCF are the
owners of an aggregate 193,100 shares of Preferred Stock, and warrants to
purchase 52,532 and 52,530 shares of Common Stock, at exercise prices of $4.58
and $5.73 per share, respectively.

On October 7, 1998, in connection with their agreement to extend their
guaranty of the Company's obligations under the Credit Facility to cover an
additional $16 million of indebtedness, the Company issued to WCAS V and Blair V
warrants to purchase an aggregate 84,050 shares of Common Stock at a per share
price equal to the price of the Common Stock to the public in the Offering, or,
in the event that an initial public offering is not completed by March 31, 1999,
at an exercise price equal to $8.00 per share. The warrants are immediately
exercisable and may be exercised up to five years from the date of grant.

Blair V and Blair LCF, and Timothy Murray, a director of the Company,
are each affiliates of William Blair & Company, L.L.C., an underwriter of the
Offering. See "Underwriting."

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of December 31, 1998, and
as adjusted to reflect the sale of Common Stock offered hereby, by (i) each
person (or group of affiliated persons) known by the Company to own beneficially
more than five percent of the outstanding shares of Common Stock, (ii) each of
the Company's directors, (iii) each of the Named Executive Officers and (iv) all
directors and executive officers of the Company as a group. The numbers of
shares set forth below (i) give effect to the Recapitalization and the Reverse
Stock Split, (ii) assume an Offering price of $12.00 per share of Common Stock
and (iii) assume a sale of 4,166,667 shares of Common Stock in the Offering.
Unless otherwise indicated, the address for each stockholder is c/o the Company,
90 Merrick Avenue, Suite 501, East Meadow, New York 11554.

SHARES BENEFICIALLY OWNED(1)
--------------------------------------
PERCENTAGE OWNED(2)
------------------------
BEFORE AFTER
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OFFERING OFFERING
- ------------------------------------------------- ----------- ---------- -----------

Welsh, Carson, Anderson & Stowe (3) ............. 6,153,182 72.27% 48.53%
320 Park Avenue, 25th Floor
New York, NY 10019
William Blair & Co., L.L.C. (4) ................. 991,151 11.71% 7.85%
222 West Adams Street
Chicago, Illinois 60606
Southlake & Co., as Nominee ..................... 656,881 7.78% 5.21%
c/o State Street Bank & Trust Co.
222 Franklin Street -- Concourse
Boston, MA 02110 ...............................
Thomas P. Staudt (5) ............................ 170,591 1.99% 1.34%
Richard P. Bankosky (6) ......................... 12,873 - -
James T. Stinton (7) ............................ 21,603 - -
William M. McManus (8) .......................... 22,256 - -
Linda K. Ryan (9) ............................... 1,918 - -
Roger L. Primeau (10) ........................... 8,334 - -
Thomas E. McInerney (11) ........................ 6,012,579 70.62% 47.42%
320 Park Avenue, 25th Floor
New York, NY 10019
Anthony J. de Nicola (12) ....................... 5,987,212 70.32% 47.22%
320 Park Avenue, 25th Floor
New York, NY 10019
Timothy M. Murray (13) .......................... 987,806 11.67% 7.82%
222 West Adams Street
Chicago, Illinois 60606
All current directors and executive officers as a 7,243,635 83.28% 56.31%
group (9 persons) ..............................

- ----------
- Represents beneficial ownership of less than 1% of the Common Stock.

(1) Gives effect to the Recapitalization and the Reverse Stock Split. Unless
otherwise indicated, the entities and individuals identified in this table
have sole voting and investment power with respect to all shares shown as
beneficially owned by them, subject to community property laws, where
applicable.

(2) The percentages shown are based on 8,446,417 shares of Common Stock
outstanding on December 31, 1998, plus, as to each entity or group listed
unless otherwise noted, the number of shares of Common Stock deemed to be
owned by such holder pursuant to Rule 13d-3 under the Exchange Act as of
such date, assuming exercise of options held by such holder that are
exercisable within 60 days of the date of this Prospectus.

(3) Includes 2,731,420 shares of Common Stock held by WCAS V, 2,745,720 shares
of Common Stock held by WCAS VI, 66,164 shares of Common Stock held by WCAS
Information Partners L.P. ("WCAS Info."), 370,993 shares of Common Stock
held by WCAS CP II, 171,645 shares of Common Stock held by individual
partners of WCAS, and warrants to purchase up to 67,240 shares of Common
Stock held by WCAS V. Such partners are also partners of the sole general
partner of each of the foregoing limited partnerships. The respective
general partners of WCAS V, WCAS VI, WCAS Info. and WCAS CP II are WCAS V
Partners, L.P., WCAS VI Partners, L.P., WCAS INFO Partners and WCAS CP II
Partners. The individual partners of each of these partnerships include
some or all of Patrick J. Welsh, Russell L. Carson, Bruce K. Anderson,
Richard H. Stowe, Thomas E. McInerney, Andrew M. Paul, Robert A. Minicucci,
Anthony J. de Nicola and Laura M. VanBuren. The partners of WCAS who are
also directors of the Company are Thomas E. McInerney (who is also Chairman
of the Board of Directors) and Anthony J. de Nicola. Each of the foregoing
persons may be deemed to be the beneficial owner of the Common Stock owned
by WCAS.

(4) Includes 637,814 shares of Common Stock held by Blair V, 333,182 shares of
Common Stock held by Blair LCF, 3,345 shares of Common Stock held by an
individual affiliated with WBCP, and warrants to purchase up to 16,810
shares of Common

Stock held by Blair V. Timothy M. Murray, a partner of WBCP, is also a
director of the Company and may be deemed to be a beneficial owner of the
Company's Common Stock owned by WBCP.

(5) Includes options to purchase up to 111,732 shares of Common Stock.

(6) Includes options to purchase up to 1,527 shares of Common Stock.

(7) Includes options to purchase up to 21,603 shares of Common Stock.

(8) Includes options to purchase up to 22,256 shares of Common Stock.

(9) Includes options to purchase up to 1,613 shares of Common Stock.

(10) Includes options to purchase up to 8,334 shares of Common Stock.

(11) Includes 2,731,420 shares of Common Stock held by WCAS V, 2,745,720 shares
of Common Stock held by WCAS VI, 66,164 shares of Common Stock held by WCAS
Info., 370,993 shares of Common Stock held by WCAS CP II, and warrants to
purchase up to 67,240 shares of Common Stock held by WCAS V. Mr. McInerney
disclaims beneficial ownership of such shares.

(12) Includes 2,731,420 shares of Common Stock held by WCAS V, 2,745,720 shares
of Common Stock held by WCAS VI, 66,164 shares of Common Stock held by WCAS
Info., 370,993 shares of Common Stock held by WCAS CP II, and warrants to
purchase up to 67,240 shares of Common Stock held by WCAS V. Mr. de Nicola
disclaims beneficial ownership of such shares.

(13) Includes 637,814 shares of Common Stock held by Blair V, 332,182 shares of
Common Stock held by Blair LCF, and warrants to purchase up to 16,810
shares of Common Stock held by Blair V. Mr. Murray disclaims beneficial
ownership of such shares.

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 30,000,000 shares
of Common Stock, and 5,000,000 shares of Preferred Stock. Upon completion of
this Offering, and after giving effect to the Recapitalization and the Reverse
Stock Split, there will be 12,613,084 shares of Common Stock (13,238,084 shares
if the Underwriters' over-allotment option is exercised) and no shares of
Preferred Stock outstanding. As of December 31, 1998, before giving effect to
the Recapitalization but after giving effect to the Reverse Stock Split, there
were 5,684,847 shares of Common Stock outstanding and 239,956 shares of
Preferred Stock outstanding, held of record by 126 stockholders. In addition, as
of December 31, 1998, before giving effect to the Recapitalization but after
giving effect to the Reverse Stock Split, there were outstanding options to
purchase 482,823 shares of Common Stock and warrants to purchase 105,062 shares
of Common Stock. Pursuant to the Recapitalization, all such warrants will be
exercised (on a "net exercise" basis) (for an aggregate 59,926 shares), and all
shares of Preferred Stock will be converted into an aggregate 2,701,643 shares
of Common Stock (based on the aggregate liquidation preference of the Preferred
Stock as of December 31, 1998, assuming no exercise of the Underwriters'
over-allotment option) prior to the consummation of the Offering. On July 17,
1998, the Company issued to Medic a warrant to purchase 1,250,000 shares of the
Company's Common Stock. On October 7, 1998, the Company issued to WCAS V and
Blair V warrants to purchase an aggregate 84,050 shares of Common Stock. See
"Prospectus Summary -- Recent Developments."

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders. Subject to
the rights and preferences of the holders of any outstanding Preferred Stock,
the holders of Common Stock are entitled to receive ratably such dividends as
are declared by the Board of Directors out of funds legally available therefor.
In the event of a liquidation, dissolution or winding up of the Company, holders
of Common Stock have the right to a ratable portion of assets remaining after
the payment of all debts and other liabilities, subject to the liquidation
preferences of the holders of any outstanding Preferred Stock. Holders of Common
Stock have neither preemptive rights nor rights to convert their Common Stock
into any other securities and are not subject to future calls or assessments by
the Company. There are no redemption or sinking fund provisions applicable to
the Common Stock. All outstanding shares of Common Stock are, and the shares
offered hereby upon issuance and sale will be, fully paid and non-assessable.
The rights, preferences and privileges of the holders of Common Stock are
subject to, and may be adversely affected by, the rights of the holders of
shares of Preferred Stock that the Company may designate and issue in the
future.

PREFERRED STOCK

Upon the closing of this Offering and assuming no exercise of the
Underwriters' over-allotment option, all of the outstanding shares of the
Preferred Stock together with accrued but unpaid dividends thereon will be
automatically converted at the public offering price into 2,701,643 shares of
Common Stock.

The Board of Directors is authorized, subject to certain limitations
prescribed by Delaware law, without further action by the stockholders, to issue
up to 5,000,000 shares of Preferred Stock, $.01 par value, in one or more series
and to fix the rights, preferences, privileges and restrictions thereof,
including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, sinking fund terms and the number of shares
constituting any series or the designation of such series. The Company believes
that the power to issue Preferred Stock will provide flexibility in connection
with possible corporate transactions. The issuance of Preferred Stock, however,
could adversely affect the voting power of holders of Common Stock and restrict
their rights to receive payments upon liquidation. It could also have the effect
of delaying, deferring or preventing a change in control of the Company. The
Company has no present plans to issue any shares of Preferred Stock.

WARRANTS

On July 17, 1998, the Company granted to Medic the Medic Warrant to
acquire 1,250,000 shares of the Company's Common Stock, at a per share exercise
price equal to the price of the Common Stock to

the public in the Offering or, in the event that an initial public offering is
not completed by March 31, 1999, at an exercise price equal to $8.00 per share.
The Medic Warrant vests over a two year period and may be exercised up to five
years after the date of grant.

On October 7, 1998, in connection with their agreement to extend their
guaranty of the Company's obligations under the Credit Facility to cover an
additional $16 million of indebtedness, the Company issued to WCAS V and Blair
V, the 1998 Guaranty Warrants to purchase an aggregate 84,050 shares of Common
Stock at a per share price equal to the price of the Common Stock to the public
in the Offering, or, in the event that an initial public offering is not
completed by March 31, 1999, at an exercise price equal to $8.00 per share. The
1998 Guaranty Warrants are immediately exercisable and may be exercised up to
five years from the date of grant.

In addition to the Medic Warrant and the 1998 Guaranty Warrants
referred to above, as of December 31, 1998, four investors owned warrants to
purchase 59,926 shares of Common Stock (on a "net exercise" basis), which will
be exercised in full upon the closing of this Offering. The Medic Warrant and
the 1998 Guaranty Warrants will remain outstanding following completion of the
Offering. See "Certain Transactions."

DELAWARE LAWS AND CERTAIN CHARTER AND BYLAW PROVISIONS; ANTI-TAKEOVER
MEASURES

Upon the consummation of this Offering made hereby, the Company will
be subject to the provisions of Section 203 of the DGCL, an anti-takeover law.
In general, Section 203 prohibits a publicly-held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is, or the
transaction in which the person became an interested stockholder was, approved
in a prescribed manner or another prescribed exception applies. For purposes of
Section 203, a "business combination" is defined broadly to include a merger,
asset sale or other transaction resulting in a financial benefit to the
interested stockholder, and subject to certain exceptions, an "interested
stockholder" is a person who, together with affiliates and associates, owns (or
within three years prior, did own) 15% or more of the corporation's voting
stock.

All directors elected to the Company's Board of Directors serve until
the next annual meeting of the stockholders and the election and qualification
of their successors or their earlier death, resignation or removal. The Board of
Directors is authorized to create new directorships and to fill such positions
so created. The Board of Directors (or its remaining members, even though less
than a quorum) is also empowered to fill vacancies on the Board of Directors
occurring for any reason for the remainder of the term of the vacant
directorship.

The Company's Bylaws provide that, for nominations to the Board of
Directors or for other business to be properly brought by a stockholder before
an annual meeting of stockholders, the stockholder must first have given timely
notice thereof in writing to the Secretary of the Company. To be timely, a
stockholder's notice generally must be delivered not less than 90 days nor more
than 120 days prior to the anniversary of the immediately preceding annual
meeting. The notice by a stockholder must contain, among other things, certain
information about the stockholder delivering the notice and a description of the
proposed business to be brought before the meeting.

Certain of the provisions of the Amended and Restated Certificate of
Incorporation and Bylaws discussed above could make more difficult or discourage
a proxy contest or other change in the management of the Company or the
acquisition or attempted acquisition of control by a holder of a substantial
block of the Company's stock. It is possible that such provisions could make it
more difficult to accomplish, or could deter, transactions which stockholders
may otherwise consider to be in their best interests.

As permitted by the DGCL, the Amended and Restated Certificate of
Incorporation provides that Directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
their fiduciary duties as Directors, except for liability (i) for any breach of
their duty of loyalty to the Company and its stockholders, (ii) for acts or
omissions not in good faith or which involve

intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions, as provided
in Section 174 or successor provisions of the DGCL or (iv) for any transaction
from which the Director derives an improper personal benefit.

The Amended and Restated Certificate of Incorporation and Bylaws
provide that the Company shall indemnify its Directors and officers to the
fullest extent permitted by Delaware law (except in some circumstances, with
respect to suits initiated by the Director or officer) and advance expenses to
such Directors or officers to defend any action for which rights of
indemnification are provided. In addition, the Amended and Restated Certificate
of Incorporation and Bylaws also permit the Company to grant such rights to its
employees and agents. The Bylaws also provide that the Company may enter into
indemnification agreements with its Directors and officers and purchase
insurance on behalf of any person whom it is required or permitted to indemnify.
The Company believes that these provisions will assist the Company in attracting
and retaining qualified individuals to serve as Directors, officers and
employees.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is ChaseMellon
Shareholder Services.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Offering there has been no market for the Common Stock
of the Company. The Company can make no prediction as to the effect, if any,
that sales of shares or the availability of shares for sale will have on the
market price prevailing from time to time. Nevertheless, sales of significant
amounts of the Common Stock in the public market, or the perception that such
sales may occur, could adversely affect prevailing market prices. See "Risk
Factors -- Shares Eligible for Future Sale; Possible Adverse Effect on Future
Market Price."

Upon completion of this Offering, the Company expects to have
12,613,084 shares of Common Stock outstanding (excluding 482,823 shares reserved
for issuance upon the exercise of outstanding stock options, 1,250,000 shares
reserved for issuance upon the exercise of the Medic Warrant and 84,050 shares
reserved for issuance upon the exercise of the 1998 Guaranty Warrants)
(13,238,084 shares of Common Stock outstanding if the Underwriters'
over-allotment option is exercised in full). Of these shares, the 4,166,667
shares offered hereby will be freely tradable without restrictions or further
registration under the Securities Act, except for any shares purchased by
"affiliates" of the Company, as that term is defined in Rule 144 under the
Securities Act, which will be subject to the resale limitations imposed by Rule
144, as described below.

All of the remaining 8,446,417 shares of Common Stock outstanding will
be "restricted securities" within the meaning of Rule 144 and may not be resold
in the absence of registration under the Securities Act, or pursuant to
exemptions from such registration including, among others, the exemption
provided by Rule 144 under the Securities Act. Of the restricted securities,
626,758 shares are eligible for sale in the public market immediately after this
Offering pursuant to Rule 144(k) under the Securities Act. A total of 7,819,659
additional restricted securities will be eligible for sale in the public market
in accordance with Rule 144 or 701 under the Securities Act beginning 90 days
after the date of this Prospectus. Taking into consideration the effect of the
lock-up agreements described below and the provisions of Rules 144 and 144(k),
223,030 restricted shares will be eligible for sale in the public market
immediately after this Offering, 20,511 restricted shares will be eligible for
sale beginning 90 days after the date of this Prospectus, and the remaining
restricted shares will be eligible for sale upon the expiration of the lock-up
agreements 180 days after the date of this Prospectus, subject to the provisions
of Rule 144 under the Securities Act.

In general, under Rule 144 as currently in effect, beginning 90 days
after the date of this Prospectus, a person (or persons whose shares are
required to be aggregated) whose restricted securities have been outstanding for
at least one year, including a person who may be deemed an "affiliate" of the
Company, may only sell a number of shares within any three-month period which
does not exceed the greater of (i) one percent of the then outstanding shares of
the Company's Common Stock (approximately 126,131 shares after this Offering) or
(ii) the average weekly trading volume in the Company's Common Stock in the four
calendar weeks immediately preceding such sale. Sales under Rule 144 are also
subject to certain requirements as to the manner of sale, notice and the
availability of current public information about the Company. A person who is
not an affiliate of the issuer, has not been an affiliate within three months
prior to the sale and has owned the restricted securities for at least two years
is entitled to sell such shares under Rule 144(k) without regard to any of the
limitations described above.

In addition, the Company has granted demand and piggyback registration
rights to WCAS CP II with respect to 370,993 shares of Common Stock and to Medic
with respect to 1,250,000 shares of Common Stock issuable upon the exercise of
the Medic Warrant. All or part of such shares may be sold in the public market
following the exercise of such rights subject to the lock-up arrangements
described below with respect to WCAS CP II and to vesting and exercise
requirements with respect to the Medic Warrant.

All officers, directors and certain holders of Common Stock
beneficially owning, in the aggregate, 8,202,876 shares of Common Stock and
options to purchase 482,823 shares of Common Stock, have agreed, pursuant to
certain lock-up agreements, that they will not sell, offer to sell, solicit an
offer to purchase, contract to sell, grant any option to sell, pledge, or
otherwise dispose of, directly or indirectly, any shares of Common Stock owned
by them, or that could be purchased by them through the exercise of options to
purchase Common Stock of the Company, for a period of 180 days after the date of
this

Prospectus without the prior written consent of Salomon Smith Barney Inc. Upon
expiration of the lock-up agreements, all shares of Common Stock currently
outstanding will be immediately eligible for resale, subject to the requirements
of Rule 144. The Company is unable to predict the effect that sales may have on
the then prevailing market price of the Common Stock. See "Management --
Employee Benefit Plans" and "Description of Capital Stock."

UNDERWRITING

Under the terms and subject to the conditions contained in the
Underwriting Agreement, dated the date hereof, each Underwriter named below has
severally agreed to purchase, and the Company has agreed to sell to such
Underwriter, shares of Common Stock which equal the number of shares set forth
opposite the name of such Underwriter below.

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

Salomon Smith Barney Inc. ................
Bear, Stearns & Co. Inc. .................
William Blair & Company, L.L.C. ..........
Total .................................

============

The Underwriters are obligated to take and pay for all shares of
Common Stock offered hereby (other than those covered by the over-allotment
option described below) if any such shares are taken.

The Underwriters, for whom Salomon Smith Barney Inc., Bear, Stearns &
Co. Inc. and William Blair & Company, L.L.C. are acting as representatives (the
"Representatives"), propose initially to offer part of the shares of Common
Stock directly to the public at the public offering price set forth on the cover
page hereof and part to certain dealers at a price that represents a concession
not in excess of $ per share under the public offering price. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of $ per
share to other Underwriters or to certain other dealers. After the initial
public offering, the public offering price and such concessions may be changed
by the Underwriters. The Representatives have informed the Company that the
Underwriters do not intend to confirm sales to accounts over which they exercise
discretionary authority.

The Company has granted to the Underwriters an option, exercisable for
30 days from the date of this Prospectus, to purchase up to an aggregate of
625,000 additional shares of Common Stock at the public offering price set forth
on the cover page hereof less underwriting discounts and commissions. The
Underwriters may exercise such option to purchase additional shares solely for
the purpose of covering over-allotments, if any, incurred in connection with the
sale of the shares offered hereby. To the extent such option is exercised, each
Underwriter will become obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional shares as the number set
forth next to such Underwriter's name in the preceding table bears to the total
number of shares in such table.

The Company and the Underwriters have agreed to indemnify each other
against certain liabilities, including liabilities under the Securities Act.

The Company and its executive officers and directors and certain other
holders of Common Stock and securities convertible into or exercisable or
exchangeable for Common Stock have agreed that for a period of 180 days after
the date of this Prospectus they will not, without the prior written consent of
Salomon Smith Barney Inc., sell, offer to sell, solicit an offer to purchase,
contract to sell, grant any option to sell, pledge or otherwise dispose of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock except in certain limited circumstances. See "Shares Eligible
for Future Sale."

At the Company's request, the Underwriters have reserved up to 5% of
the shares of Common Stock (the "Directed Shares") for sale at the initial
public offering price to persons who are directors, officers or employees of, or
otherwise associated with, the Company and its affiliates and who have advised
the Company of their desire to purchase shares of Common Stock. The number of
shares of Common Stock available for sale to the general public will be reduced
to the extent of sales of Directed Shares to any of the persons for whom they
have been reserved. Any shares of Common Stock not so purchased will be offered
by the Underwriters on the same basis as all other shares of Common Stock
offered hereby. The Company has agreed to indemnify those Underwriters against
certain liabilities and expenses, including liabilities under the Securities
Act, in connection with the sales of the Directed Shares.

In connection with this Offering and in accordance with applicable law
and industry practice, the Underwriters may over-allot or effect transactions
which stabilize, maintain or otherwise affect the market price of the Common
Stock at levels above those which might otherwise prevail in the open market,
including by entering stabilizing bids, effecting syndicate covering
transactions or imposing penalty bids. A stabilizing bid means the placing of
any bid, or the effecting of any purchase, for the purpose of pegging, fixing or
maintaining the price of a security. A syndicate covering transaction means the
placing of any bid on behalf of the underwriting syndicate or the effecting of
any purchase to reduce a short position created in connection with the offering.
A penalty bid means an arrangement that permits Salomon Smith Barney Inc., as
managing underwriter, to reclaim a selling concession from a syndicate member in
connection with the Offering when shares of Common Stock originally sold by the
syndicate member are purchased in syndicate covering transactions. Such
transactions may be effected on the Nasdaq National Market, in the
over-the-counter market, or otherwise. The Underwriters are not required to
engage in any of these activities. Any such activities, if commenced, may be
discontinued at any time.

Prior to this Offering, there has been no public market for the Common
Stock. Consequently, the initial public offering price for the Common Stock has
been determined by negotiations between the Company and the Representatives.
Among the factors considered in determining the initial public offering price
were the history of, and the prospects for, the Company's business and the
industry in which it competes, an assessment of the Company's management, its
past and present operations, the past and present results of operations of the
Company and the trend of such results of operations, the prospects for earnings
of the Company, the present state of the Company's development, the general
condition of the securities market at the time of this Offering and the market
prices of similar securities of comparable companies at the time of this
Offering.

William Blair & Company, L.L.C., one of the Representatives of the
Underwriters, is affiliated with Blair V and Blair LCF, two of the Company's
principal stockholders and, by virtue of such affiliation, is, prior to the
Offering, an "affiliate" of the Company within the meaning of Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
Accordingly, the Offering is being made in conformity with certain applicable
provisions of Rule 2720. Salomon Smith Barney Inc., another Underwriter of the
Offering (the "Independent Underwriter"), will act as a "qualified independent
underwriter," as defined in Rule 2720, in connection with the Offering. The
Independent Underwriter, in its role as qualified independent underwriter, has
performed due diligence investigations and reviewed and participated in the
preparation of this Prospectus and the Registration Statement of which this
Prospectus forms a part. The Independent Underwriter will not receive any
additional fees for serving as a qualified independent underwriter in connection
with the Offering. The price of shares of Common Stock sold to the public will
be no higher than that recommended by the Independent Underwriter.

Timothy M. Murray, a director of the Company, is a managing director
of WBCP and a principal of William Blair & Company, L.L.C.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon
for the Company by Reboul, MacMurray, Hewitt, Maynard & Kristol and for the
Underwriters by Dewey Ballantine LLP, New York, New York.

EXPERTS

The consolidated financial statements of the Company as of June 30,
1997 and 1998 and for each of the three years in the period ended June 30, 1998
included in this Prospectus, and the related financial statement schedule
included elsewhere in this Registration Statement, have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their reports appearing herein
and elsewhere in the Registration Statement, and have been so included in
reliance upon such report given upon their authority as experts in accounting
and auditing.

The statement of operations of Stockton for the year ended June 30,
1997 included in this Prospectus has been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing herein and has been so
included in reliance upon such report given upon their authority as experts in
accounting and auditing.

The consolidated financial statements of Healthcare Interchange, Inc.
and subsidiary as of June 30, 1998 and for the nine-month period ended June 30,
1998, included herein and elsewhere in the registration statement have been
audited and reported upon by KPMG LLP, independent certified public accountants.
Such financial statements have been included herein and in the registration
statement in reliance upon the report of KPMG LLP, appearing herein, and upon
the authority of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. 20549, a Registration Statement on Form S-1,
including amendments thereto (the "Registration Statement"), under the
Securities Act with respect to the shares of Common Stock offered hereby. This
Prospectus, which constitutes part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules filed therewith, certain portions of which have been
omitted as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock offered hereby,
reference is hereby made to such Registration Statement and to the exhibits and
schedules filed therewith. Statements contained in this Prospectus regarding the
contents of any contract or other document referred to are not necessarily
complete, and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement, each such
statement being deemed to be qualified in its entirety by such reference. The
Registration Statement, including all exhibits and schedules thereto, may be
inspected without charge at the principal office of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the Commission: the New York regional office located at 7 World Trade Center,
Suite 1300, New York, New York 10048, and the Chicago regional office located at
the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of this material may also be obtained from the Commission's
Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, such material may also be accessed electronically
at the Commission's Internet home page: (http:// www.sec.gov).

The Company intends to furnish its stockholders with annual reports
containing financial statements audited by its independent public accountants,
and will make available quarterly reports for the first three quarters of each
fiscal year containing unaudited financial information and such other periodic
reports as the Company may determine to be appropriate or as may be required by
law.

INDEX TO FINANCIAL STATEMENTS

PAGE
-----

MEDE AMERICA CORPORATION:
Independent Auditors' Report ............................................................ F-2
Consolidated Balance Sheets as of June 30, 1997 and 1998 and September 30, 1998
(Unaudited) ........................................................................... F-3
Consolidated Statements of Operations for the Years Ended June 30, 1996, 1997 and 1998
and the Three Months Ended September 30, 1997 (Unaudited) and 1998 (Unaudited) ........ F-4
Consolidated Statements of Stockholders' Equity (Deficit) for the Years Ended June 30,
1996, 1997 and 1998 and the Three Months Ended September 30, 1998 (Unaudited) ......... F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 1996, 1997 and 1998
and the Three Months Ended September 30, 1997 (Unaudited) and 1998 (Unaudited) ........ F-6
Notes to Consolidated Financial Statements .............................................. F-7

THE STOCKTON GROUP, INC.:
Independent Auditors' Report ............................................................ F-21
Statements of Income for the Year Ended June 30, 1997 and the Three Months Ended
September 30, 1997 (Unaudited) ........................................................ F-22
Notes to Financial Statement ............................................................ F-23

HEALTHCARE INTERCHANGE, INC.:
Independent Auditors' Report ............................................................ F-25
Consolidated Balance Sheets as of June 30, 1998 and September 30, 1998 (Unaudited) ...... F-26
Consolidated Statements of Operations for the Nine Month Period Ended June 30, 1998
and the Three Month Period Ended September 30, 1998 (Unaudited) ....................... F-27
Consolidated Statements of Stockholders' Equity (Deficit) for the Nine Month Period Ended
June 30, 1998 and the Three Month Period Ended September 30, 1998 (Unaudited) ......... F-28
Consolidated Statements of Cash Flows for the Nine Month Period Ended June 30, 1998 and
the Three Month Period Ended September 30, 1998 (Unaudited) ........................... F-29
Notes to Consolidated Financial Statements .............................................. F-30

F-1

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
MEDE America Corporation

We have audited the accompanying consolidated balance sheets of MEDE America
Corporation and subsidiaries (the "Company") as of June 30, 1997 and 1998, and
the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for each of the three years in the period ended June
30, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of MEDE America Corporation and
subsidiaries as of June 30, 1997 and 1998, and the results of their operations
and their cash flows for each of the three years in the period ended June 30,
1998 in conformity with generally accepted accounting principles.

As discussed in Note 13, the accompanying 1997 and 1998 consolidated financial
statements have been restated.

DELOITTE & TOUCHE LLP

Jericho, New York
August 5, 1998
(October 7, 1998 as to Note 6.b., December 11, 1998 as to Note 13
and January 26, 1999 as to Note 14)

F-2

MEDE AMERICA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND 1998
AND SEPTEMBER 30, 1998 (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

PRO FORMA
STOCKHOLDERS'
EQUITY
JUNE 30, SEPTEMBER 30, SEPTEMBER 30,
------------------------- --------------- --------------
1997 1998 1998 1998
------------ ------------ --------------- --------------
(AS RESTATED, (UNAUDITED) (UNAUDITED)
SEE NOTE 13) (NOTE 1.P.)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents ......................................... $ 1,919 $ 2,950 $ 3,551
Accounts receivable, less allowance for doubtful accounts of
$1,716, $997 and $983, respectively.............................. 6,318 7,920 8,579
Formulary receivables ............................................. 405 2,341 3,283
Inventory ......................................................... 172 211 250
Prepaid expenses and other current assets ......................... 486 537 668
--------- --------- ---------
Total current assets ............................................ 9,300 13,959 16,331
PROPERTY AND EQUIPMENT -- Net (Notes 3 and 6) ...................... 5,517 4,711 4,885
GOODWILL -- Net (Notes 1 and 2) .................................... 27,465 34,753 34,735
OTHER INTANGIBLE ASSETS -- Net (Notes 1 and 4) ..................... 5,357 5,501 5,143
OTHER ASSETS (Note 11) ............................................. 451 470 3,632
--------- --------- ---------
TOTAL .............................................................. $ 48,090 $ 59,394 $ 64,726
========= ========= =========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
EQUITY
CURRENT LIABILITIES:
Accounts payable .................................................. $ 2,134 $ 3,630 $ 3,096
Accrued expenses and other current liabilities (Note 5) ........... 9,195 7,715 10,741
Current portion of long-term debt (Note 6) ........................ 538 269 262
--------- --------- ---------
Total current liabilities ....................................... 11,867 11,614 14,099
--------- --------- ---------
LONG-TERM DEBT (Note 6) ............................................ 24,623 41,055 42,365
--------- --------- ---------
OTHER LONG-TERM LIABILITIES ........................................ 215 194 189
--------- --------- ---------
SERIES A REDEEMABLE CUMULATIVE PREFERRED
STOCK:
$.01 par value; 250 shares authorized; 240 shares issued and
outstanding (aggregate liquidation value of $23,996 plus ac-
crued dividends) (Notes 8 and 9) ................................ 28,823 31,223 31,823 $ --
--------- --------- --------- ---------
COMMITMENTS AND CONTINGENCIES (Note 10)

STOCKHOLDERS' (DEFICIT) EQUITY:
Common stock, $.01 par value; 6,329 shares authorized; 5,671,
5,685 and 5,685 shares issued and outstanding, respectively. 57 57 57 84
Additional paid-in capital ........................................ 27,713 25,584 27,521 59,317
Accumulated deficit ............................................... (45,208) (50,243) (51,328) (51,328)
Deferred compensation (Note 8) .................................... -- (90) -- --
--------- --------- --------- ---------
Total stockholders' (deficit) equity ............................ (17,438) (24,692) (23,750) $ 8,073
--------- --------- --------- ---------
TOTAL .............................................................. $ 48,090 $ 59,394 $ 64,726
========= ========= =========

See notes to consolidated financial statements.

F-3

MEDE AMERICA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 1996, 1997 AND 1998
AND THREE MONTHS ENDED SEPTEMBER 30, 1997 (UNAUDITED)
AND 1998 (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

THREE MONTHS ENDED
YEAR ENDED JUNE 30, SEPTEMBER 30,
--------------------------------------- ---------------------------
1996 1997 1998 1997 1998
------------ ------------- ------------ -------------- ------------
(AS RESTATED, (AS RESTATED,
SEE NOTE 13) SEE NOTE 13)
(UNAUDITED)

REVENUES .................................................. $ 31,768 $ 35,279 $ 42,290 $ 9,241 $ 12,006

OPERATING EXPENSES:
Operations ............................................... 19,174 16,817 16,958 4,285 4,793
Sales, marketing and client services ..................... 7,064 8,769 10,765 2,385 2,930
Research and development (Note 1) ........................ 2,132 3,278 3,941 806 1,106
General and administrative ............................... 6,059 5,263 4,865 1,061 1,263
Depreciation and amortization ............................ 5,176 5,460 7,143 1,698 1,894
Contingent consideration paid to former owners of
acquired businesses (Note 2) ........................... 538 2,301 -- -- --
Write-down of intangible assets (Note 1) ................. 9,965 -- -- -- --
Acquired in-process research and development (Note 2)..... -- 1,556 -- -- --
--------- --------- -------- -------- --------
Total operating expenses ................................. 50,108 43,444 43,672 10,235 11,986
--------- --------- -------- -------- --------

(LOSS) INCOME FROM OPERATIONS ............................. (18,340) (8,165) (1,382) (994) 20

OTHER (INCOME) EXPENSE (Note 12) .......................... 313 (893) (12) -- --

INTEREST EXPENSE, Net ..................................... 584 1,504 3,623 655 1,089
--------- --------- -------- -------- --------
LOSS BEFORE PROVISION FOR INCOME
TAXES .................................................... (19,237) (8,776) (4,993) (1,649) (1,069)

PROVISION FOR INCOME TAXES (Note 7) ....................... 93 57 42 12 16
--------- --------- -------- -------- --------

NET LOSS .................................................. (19,330) (8,833) (5,035) (1,661) (1,085)

PREFERRED STOCK DIVIDENDS ................................. (2,400) (2,400) (2,400) (600) (600)
--------- --------- -------- -------- --------
NET LOSS APPLICABLE TO COMMON
STOCKHOLDERS ............................................. $ (21,730) $ (11,233) $ (7,435) $ (2,261) $ (1,685)
========= ========= ======== ======== ========
BASIC AND DILUTED NET LOSS PER COMMON
SHARE .................................................... $ (4.14) $ (2.07) $ (1.31) $ (0.40) $ (0.30)
========= ========= ======== ======== ========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING -- BASIC AND DILUTED ......................... 5,245 5,425 5,679 5,674 5,685
========= ========= ======== ======== ========

See notes to consolidated financial statements.

F-4

MEDE AMERICA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED JUNE 30, 1996, 1997 AND 1998
AND THREE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED)
(IN THOUSANDS)

COMMON STOCK ADDITIONAL TOTAL
----------------- PAID-IN ACCUMULATED DEFERRED STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT COMPENSATION EQUITY (DEFICIT)
-------- -------- ------------ ------------- ------------- -----------------

BALANCE, JULY 1, 1995 .......................... 5,237 $ 52 $ 29,935 $ (17,045) $ -- $ 12,942
Net loss ...................................... -- -- -- (19,330) -- (19,330)
Preferred stock dividends ..................... -- -- (2,400) -- -- (2,400)
Issuance of warrants .......................... -- -- 121 -- -- 121
Exercise of stock options ..................... 43 1 194 -- -- 195
----- ---- -------- --------- ------ ---------
BALANCE, JUNE 30, 1996 ......................... 5,280 53 27,850 (36,375) -- (8,472)
Net loss (as restated, see Note 13) ........... -- -- -- (8,833) -- (8,833)
Preferred stock dividends ..................... -- -- (2,400) -- -- (2,400)
Issuance of common stock ...................... 371 4 2,121 -- -- 2,125
Issuance of warrants .......................... -- -- 52 -- -- 52
Exercise of stock options ..................... 20 -- 90 -- -- 90
----- ---- -------- --------- ------ ---------
BALANCE, JUNE 30, 1997 (as restated, see
Note 13) ...................................... 5,671 57 27,713 (45,208) -- (17,438)
Net loss (as restated, see Note 13) ........... -- -- -- (5,035) -- (5,035)
Preferred stock dividends ..................... -- -- (2,400) -- -- (2,400)
Issuance of warrants .......................... -- -- 98 -- -- 98
Exercise of stock options ..................... 14 -- 65 -- -- 65
Issuance of stock options (Note 8) ............ -- -- 108 -- (108) --
Amortization of deferred compensation ......... -- -- -- -- 18 18
----- ---- -------- --------- ------ ---------
BALANCE, JUNE 30, 1998 (as restated, see
Note 13) ...................................... 5,685 57 25,584 (50,243) (90) (24,692)
Net loss (unaudited) .......................... -- -- -- (1,085) -- (1,085)
Preferred stock dividends (unaudited) ......... -- -- (600) -- -- (600)
Issuance of warrants (unaudited) (Note 11)..... -- -- 2,537 -- -- 2,537
Amortization of deferred compensation
(unaudited) (Note 8) ........................ -- -- -- -- 90 90
----- ---- -------- --------- ------ ---------
BALANCE, SEPTEMBER 30, 1998
(UNAUDITED) ................................... 5,685 $ 57 $ 27,521 $ (51,328) $ -- $ (23,750)
===== ==== ======== ========= ====== =========

See notes to consolidated financial statements.

F-5

MEDE AMERICA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 1996, 1997 AND 1998 AND THREE MONTHS ENDED
SEPTEMBER 30, 1997 (UNAUDITED) AND 1998 (UNAUDITED)
(IN THOUSANDS)

YEAR ENDED JUNE 30,
------------------------------------------
1996 1997 1998
------------- --------------- ------------
(AS RESTATED,
SEE NOTE 13)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .................................................................... $ (19,330) $ (8,833) $ (5,035)
Adjustments to reconcile net loss to net cash provided by (used
in) operating activities:
Depreciation and amortization .............................................. 5,176 5,585 7,502
Provision for doubtful accounts ............................................ 406 316 464
Write-down of intangible assets ............................................ 9,965 -- --
Acquired in-process research and development ............................... -- 1,556 --
(Gain) loss on sale of assets .............................................. 313 (8) 13
Non-cash compensation expense .............................................. -- -- 18
Changes in operating assets and liabilities net of effects of businesses
acquired:
Accounts receivable ....................................................... 977 (861) (2,065)
Formularly receivables .................................................... (74) (331) (1,936)
Inventory ................................................................. 262 (45) (40)
Prepaid expenses and other current assets ................................. (179) 175 (51)
Other assets .............................................................. 243 13 19
Accounts payable and accrued expenses and other current liabilities ....... 997 (629) (1,368)
Other long-term liabilities ............................................... (409) (958) (21)
--------- ---------- ---------
Net cash provided by (used in) operating activities ...................... (1,653) (4,020) (2,500)
--------- ---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired ................................. (3,648) (11,450) (10,674)
Purchases of property and equipment ......................................... (1,271) (1,477) (913)
Additions to goodwill and other intangible assets ........................... -- (143) (699)
Proceeds from sale of property and equipment ................................ -- 461 182
Proceeds from sale of net assets of Premier ................................. -- 388 --
--------- ---------- ---------
Net cash used in investing activities .................................... (4,919) (12,221) (12,104)
--------- ---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Due to stockholders ......................................................... (4,484) -- --
Issuance of Senior Subordinated Note ........................................ -- 22,875 --
Issuance of common stock .................................................... -- 2,125 --
Net proceeds (repayments) under Credit Facility ............................. 8,250 (8,250) 16,725
Principal repayments of debt ................................................ (2,852) (801) (588)
Principal repayments of capital lease obligations ........................... (452) (518) (567)
Exercise of stock options ................................................... 195 90 65
--------- ---------- ---------
Net cash provided by financing activities ................................ 657 15,521 15,635
--------- ---------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.......................... (5,915) (720) 1,031
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ............................... 8,554 2,639 1,919
--------- ---------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD ..................................... $ 2,639 $ 1,919 $ 2,950
========= ========== =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest ................................................................... $ 394 $ 1,541 $ 3,018
========= ========== =========
Income taxes ............................................................... $ 69 $ 111 $ 102
========= ========== =========
Non-cash investing and financing activities:

Assets acquired under capital leases or by incurring debt .................. $ 205 $ 129 $ 278
========= ========== =========
Issuance of warrants ....................................................... $ 121 $ 52 $ 98
========= ========== =========

THREE MONTHS ENDED
SEPTEMBER 30,
-----------------------------
1997 1998
-------------- --------------
(AS RESTATED,
SEE NOTE 13)
(UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .................................................................... $(1,661) $(1,085)
Adjustments to reconcile net loss to net cash provided by (used
in) operating activities:
Depreciation and amortization .............................................. 1,784 1,990
Provision for doubtful accounts ............................................ 57 70
Write-down of intangible assets ............................................ -- --
Acquired in-process research and development ............................... -- --
(Gain) loss on sale of assets .............................................. -- --
Non-cash compensation expense .............................................. -- 90
Changes in operating assets and liabilities net of effects of businesses
acquired:
Accounts receivable ....................................................... (464) (729)
Formularly receivables .................................................... (9) (942)
Inventory ................................................................. (21) (39)
Prepaid expenses and other current assets ................................. 13 (131)
Other assets .............................................................. (60) (625)
Accounts payable and accrued expenses and other current liabilities ....... (1,254) 1,853
Other long-term liabilities ............................................... (1) (5)
---------- ----------
Net cash provided by (used in) operating activities ...................... (1,616) 447
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired ................................. -- --
Purchases of property and equipment ......................................... (212) (466)
Additions to goodwill and other intangible assets ........................... (307) (403)
Proceeds from sale of property and equipment ................................ -- --
Proceeds from sale of net assets of Premier ................................. -- --
--------- ---------
Net cash used in investing activities .................................... (519) (869)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Due to stockholders ......................................................... -- --
Issuance of Senior Subordinated Note ........................................ -- --
Issuance of common stock .................................................... -- --
Net proceeds (repayments) under Credit Facility ............................. 3,025 1,225
Principal repayments of debt ................................................ (172) (83)
Principal repayments of capital lease obligations ........................... (105) (119)
Exercise of stock options ................................................... 33 --
--------- ---------
Net cash provided by financing activities ................................ 2,781 1,023
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.......................... 646 601
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ............................... 1,919 2,950
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD ..................................... $ 2,565 $ 3,551
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest ................................................................... $ 641 $ 1,075
========= =========
Income taxes ............................................................... $ 10 $ 7
========= =========
Non-cash investing and financing activities:
Assets acquired under capital leases or by incurring debt .................. -- $ 184
========= =========
Issuance of warrants ....................................................... -- $ 2,537
========= =========

See notes to consolidated financial statements.

F-6

MEDE AMERICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 1996, 1997 AND 1998
AND THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1998
(INFORMATION AS IT RELATES TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND
1998 IS UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Description of Business -- MEDE America Corporation and subsidiaries (the
"Company") is a leading provider of electronic data interchange ("EDI")
products and services to a broad range of providers and payors in the
healthcare industry. The Company's integrated suite of EDI products and
services permits hospitals, pharmacies, physicians, dentists, and other
healthcare providers and provider groups to electronically edit, process and
transmit claims, eligibility and enrollment data, track claims submissions
through the claims payment process and obtain faster reimbursement for their
services.

The accompanying consolidated financial statements include the accounts of
MEDE America Corporation and its wholly-owned subsidiaries: MEDE America,
Inc. ("MEDE"), Medical Processing Center, Inc. ("MPC"), Wellmark Incorporated
("Wellmark"), Electronic Claims and Funding, Inc. ("EC&F"), Premier Dental
Systems Corp. ("Premier"), and MEDE America Corporation of Ohio, Inc. ("MEDE
OHIO") (formerly General Computer Corporation). MPC, Wellmark, and MEDE
formerly constituted the healthcare information services business unit of
Card Establishment Services ("CES"). On March 9, 1995, CES was acquired by
First Data Corporation. Prior to this transaction, the former owners of CES
spun off the healthcare information services business unit as a new company
with MEDE America Corporation formed to serve as the holding company (the
"Spin-off"). Because there was no change in ownership as a result of this
Spin-off, the accompanying consolidated financial statements accounted for
MEDE, MPC, and Wellmark on an historical cost basis. Effective July 1, 1997,
MEDE, MPC, Wellmark and EC&F were merged into MEDE America Corporation.

The Company has instituted certain cost reduction programs. The Company
anticipates that these programs, when coupled with the Company's revolving
credit facility, will enable the Company to satisfy its short-term cash flow
and working capital requirements at least through fiscal 1999. Additionally,
the Company has received support from certain of its stockholders in the past
and believes that continued support would be available if necessary to meet
cash flow and working capital requirements. However, such stockholders are
under no legal obligation to provide such support and, if the IPO (as herein
defined) is consummated as proposed, such stockholders may elect not to do so
(see Note 8).

b. Principles of Consolidation -- All significant intercompany transactions and
balances are eliminated in consolidation.

c. Revenue Recognition -- Transaction and related formularly services revenues
(if applicable) are recognized at the time the transactions are processed and
the services are rendered. Other service revenues (including post-contract
customer support) and other revenues (including revenues relating to
insignificant obligations at the time sales are recorded) are recognized
ratably over applicable contractual periods or as service is provided.
Revenue from the licensing of software is recognized only after it is
determined that the Company has no significant remaining obligations and that
collectibility of the resulting receivable is probable. Revenue from hardware
sales is recognized when the hardware is shipped.

d. Cash and Cash Equivalents -- The Company considers all highly liquid
instruments with original maturity dates of three months or less to be
components of cash and cash equivalents.

e. Accounts Receivable -- Accounts receivable are due primarily from companies
in the healthcare industry. Credit is extended based on an evaluation of the
customer's financial condition, and generally collateral is not required.

F-7

MEDE AMERICA CORPORATION AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

f. Formularly Receivables -- Formularly receivables represent amounts due for
pharmacy related services provided to Practice Benefit Management ("PBM")
clients. Services include prescription processing from EDI transactions and
collecting and distributing pharmaceutical company fees for sponsored
programs to the PBM client. The Company submits processed transactions
qualifying for formulary incentive fees to various intermediaries who have
PBM program services contracts with pharmaceutical manufacturers on a
quarterly basis, in arrears. The intermediaries consolidate formulary
transactions from various processors and, in turn, submit such transactions
to the pharmaceutical manufacturers for payment. The additional processing
and reconciliation time of the consolidators and pharmaceutical companies
results in a collection cycle for the Company of 7-12 months.

g. Inventory -- Inventory is stated at the lower of cost (first-in, first-out)
or market.

h. Property and Equipment -- Property and equipment is stated at cost less
accumulated depreciation and amortization, and is depreciated using the
straight-line method over the estimated useful lives of the related assets.

i. Goodwill -- Goodwill represents the excess of cost over the fair value of net
assets acquired and is amortized on a straight-line basis over 7 to 20 years.
Accumulated amortization amounted to $3,451,000 and $5,864,000 as of June 30,
1997 and 1998, respectively.

j. Other Intangible Assets -- Other intangible assets include purchased client
lists, purchased software and technology, and capitalized software
development costs. Purchased client lists are amortized on a straight-line
basis over three to five years. Amortization of purchased software and
technology and of capitalized software development costs is provided on a
product-by-product basis at the greater of the amount computed using (a) the
ratio of current revenues for a product to the total of current and
anticipated future revenues or (b) the straight-line method over the
remaining estimated economic life of the product. Generally, an original
estimated economic life of three to five years is assigned to purchased
software and technology and an original estimated economic life of five years
is assigned to capitalized software development costs. Amortization begins in
the period in which the related product is available for general release to
customers.

k. Software Development Costs -- The development of new software products and
enhancements to existing software products are expensed as incurred until
technological feasibility has been established. After technological
feasibility is established, any additional costs are capitalized in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 86,
"Accounting For the Cost of Computer Software To Be Sold, Leased or Otherwise
Marketed." During the year ended June 30, 1998, the Company capitalized
$462,000 of software development costs on a project for which technological
feasibility had been established but was not yet available for customer
release. Prior to July 1, 1997, the Company did not have any software
development projects for which significant development costs were incurred
between the establishment of technological feasibility and general customer
release of the product.

l. Impairment of Long-Lived Assets -- In accordance with SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of," the Company continually evaluates whether events and
circumstances have occurred that indicate the remaining estimated useful life
of goodwill and/or other intangible assets may warrant revision or that all
or a portion of the remaining balance may not be recoverable.

As a result of this evaluation process, during the fiscal year ended June 30,
1996, the Company wrote-down approximately $9,965,000 of costs relating to
client lists and related allocable goodwill obtained in the acquisition of
MEDE OHIO. Such intangible assets were written down to the net present value
of the estimated future cash flows to be derived from these clients as of
June 30, 1996. The write-down was required due to a loss of approximately 25%
of the acquired MEDE OHIO client base.

F-8

MEDE AMERICA CORPORATION AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

m. Income Taxes -- The Company accounts for income taxes under SFAS No. 109,
"Accounting For Income Taxes," which requires recognition of deferred tax
assets and liabilities for the expected future tax consequences of events
that have been included in the Company's financial statements or tax returns.
Under this method, deferred tax assets and liabilities are determined based
on the differences between the financial accounting and tax bases of assets
and liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.

n. Use of Estimates in the Preparation of Financial Statements -- The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

o. Unaudited Interim Financial Statements -- In the opinion of management, the
unaudited consolidated financial statements for the three months ended
September 30, 1997 and 1998 are presented on a basis consistent with the
audited consolidated financial statements and reflect all adjustments,
consisting of only normal recurring adjustments, necessary for a fair
presentation of the results thereof. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the
entire year.

p. Pro Forma Stockholders' Equity -- Pro forma stockholders' equity as of
September 30, 1998 reflects the conversion of 239,956 shares of preferred
stock plus $7,827,000 of accrued preferred stock dividends into common stock
at the assumed initial public offering ("IPO") price of $12.00 per share. See
Note 8.

q. Reclassifications -- Certain amounts in prior years' financial statements
have been reclassified to conform with the 1998 presentation.

2. ACQUISITIONS

a. EC&F and Premier -- In October 1995, the Company acquired all of the
outstanding shares of EC&F and Premier, which companies had common ownership,
for a cash purchase price of approximately $4,050,000, including transaction
expenses. The transaction was financed through loans obtained from the
Company's majority stockholder. Such loans were subsequently repaid with
borrowings under the Company's Credit Facility (as herein defined). In
addition, the Company is contingently liable for additional consideration if
certain earnings levels are attained relating to EC&F during the three-year
period following the consummation of the transaction. At June 30, 1996, the
Company accrued $538,000 in connection with the contingent liability relating
to earnings levels attained during the first year. At June 30, 1997, the
Company accrued a settlement totaling $2,216,000 relating to the contingent
liability for the second and third years. Such accruals of contingent
considerations were recorded as compensation expense as these contingent
payments were made to former shareholders of EC&F and Premier who were
required by the stock purchase agreement to remain in the Company's employ
during the period in which the contingent consideration was to be earned.
Purchased software and technology was valued at $764,000 and generally is
being amortized over three years. EC&F and Premier are developers of
electronic systems which provide EDI services to the dental industry. In
March 1997, the Company sold the operating net assets of Premier for
$540,000, including the buyer's assumption of $152,000 of Premier
liabilities. There was no gain or loss on the sale of such net assets.

b. TCS -- In February 1997, the Company purchased certain assets of Time-Share
Computer Systems, Inc. ("TCS") for $11,465,000, including transaction
expenses. Purchased in-process research and development, which had not
reached technological feasibility and had no alternative future use amounted
to $1,556,000 and was charged to operations at the acquisition date.
Purchased software and technology was valued at $2,984,000 and generally is
being amortized over three years. TCS provides data pro-

F-9

MEDE AMERICA CORPORATION AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

cessing and information management services to healthcare providers and
pharmacies through integrated electronic data interchange systems. The
acquisition was financed by a portion of the proceeds from the Senior
Subordinated Note and Share Purchase Agreement (as hereinafter defined) (Note
6).

c. Stockton -- In November 1997, the Company purchased certain assets and
assumed certain liabilities of The Stockton Group, Inc. ("Stockton") for a
cash purchase price of $10,674,000, including transaction expenses. In
addition, the Company is contingently liable for additional consideration of
up to $2,600,000 (plus interest at an annual rate of 7.25%) if Stockton's
revenue during the 12-month period ended September 30, 1998 is at least
$5,000,000. Based on revenues recorded through September 30, 1998 by
Stockton, the Company has accrued additional contingent consideration of
$2,022,000 as of September 30, 1998, which was treated as additional purchase
price and was, therefore, added to goodwill. Purchased software and
technology and client lists were valued at $1,230,000 and $903,000,
respectively, and generally are being amortized over five years. Stockton is
engaged in the business of providing EDI and transaction processing services
to the healthcare industry. The transaction was financed through borrowings
under the Company's Credit Facility.

These acquisitions were recorded using the purchase method of accounting and,
accordingly, the results of operations of these acquired companies are included
in the consolidated results of operations of the Company since the dates of
their respective acquisitions. The purchase price of each acquisition has been
allocated to the respective net assets acquired based upon their fair values.
Goodwill, which represents the excess of cost over the estimated fair value of
the net assets acquired, for these transactions were as follows: EC&F and
Premier -- $3,586,000; TCS -- $6,525,000 and Stockton -- $8,281,000. Goodwill is
being amortized over 20 years except for the goodwill recorded in connection
with the acquisition of TCS which is being amortized over seven years.

The following unaudited pro forma information for the year ended June 30, 1997
and 1998 includes the operations of the Company, inclusive of the operations of
both TCS and Stockton as if the acquisitions had occurred at July 1, 1996. This
pro forma information gives effect to the amortization expense associated with
goodwill and other intangible assets acquired, adjustments related to the fair
market value of the assets and liabilities acquired, interest expense relating
to financing the acquisitions, and related income tax effects.

1997 1998
------------ ------------
(IN THOUSANDS)

Revenues ..................................... $ 41,824 $ 43,936
========= ========
Loss from operations ......................... $ (8,855) $ (430)
========= ========
Net loss ..................................... $ (11,206) $ (4,320)
========= ========
Net loss applicable to common stock .......... $ (13,606) $ (6,720)
========= ========
Basic and diluted net loss per share ......... $ (2.51) $ (1.18)
========= ========

3. PROPERTY AND EQUIPMENT

USEFUL LIVES
(IN YEARS) 1997 1998
------------- -------- ---------
(IN THOUSANDS)

Land ................................................... $ 210 $ 104
Building and improvements .............................. 20-25 2,190 2,193
Furniture and fixtures ................................. 5 1,150 1,240
Computer equipment ..................................... 3-5 5,696 6,747
------ -------
9,246 10,284

Less accumulated depreciation and amortization ......... 3,729 5,573
------ -------
Property and equipment -- net .......................... $5,517 $ 4,711
====== =======

F-10

MEDE AMERICA CORPORATION AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

4. OTHER INTANGIBLE ASSETS

Other intangible assets consist of the following:

1997 1998
--------- ---------
(IN THOUSANDS)

Purchased client lists .................... $2,989 $3,893
Less, accumulated amortization ............ 1,518 2,220
------ ------
1,471 1,673
------ ------
Purchased software and technology ......... 6,859 8,288
Less, accumulated amortization ............ 2,973 4,922
------ ------
3,886 3,366
------ ------

Software development costs ................ -- 462
------ ------
Other intangible assets -- net ............ $5,357 $5,501
====== ======

Subsequent to the issuance of the June 30, 1997 financial statements, the
Company's management determined that a lower discount rate should have been
utilized to value purchased software and technology acquired in the TCS
acquisition. As a result, the Company reclassified $343,000 from goodwill to
purchased software and technology.

5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

1997 1998
--------- ---------
(IN THOUSANDS)

Accrued wages and related employee benefits ......... $1,010 $1,609
Rebate liability .................................... 488 291
Pharmacy claims liability ........................... 576 604
Accrued professional fees ........................... 795 364
Deferred revenue .................................... 749 614
Accrued reorganization costs (a) .................... 1,005 --
Due to former owners of acquired business ........... 2,216 1,945
Accrued litigation settlement ....................... 860 --
Accrued interest .................................... 5 864
Other ............................................... 1,491 1,424
------ ------
Total ............................................... $9,195 $7,715
====== ======

- ----------
(a) As a result of the Spin-off (Note 1), the Company recorded a charge
amounting to $2,864,000 during the year ended June 30, 1995. Such charge
represented amounts to be paid to former stockholders of MedE (who remained
as executives of MedE) pursuant to contractual agreements which require such
payments to be made upon a change in control. The net present value of
remaining payments totaled $1,005,000 as of June 30, 1997, which was
included in accrued reorganization costs.

F-11

MEDE AMERICA CORPORATION AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

6. LONG-TERM DEBT

Long-term debt consists of the following:

1997 1998
---------- ----------
(IN THOUSANDS)

Senior subordinated note less unamortized discount of $2,000,000 and $1,641,000
at June 30, 1997 and 1998, respectively (a) ...................................... $23,000 $23,359
Credit Facility (b) ............................................................... -- 16,725
Obligations under capital leases (c) .............................................. 769 436
Loan payable relating to an acquisition, collateralized by $224,000 of certifi-
cates of deposits at June 30, 1998 due in quarterly payments ranging from
$15,000 to $25,000 through February 2002, interest at 6.7 percent................. 342 271
Note payable, in connection with the sale of certain assets due in monthly
installments of $6,000 through January 2000, interest at 6.8 percent.............. 180 114
Notes payable to former shareholders of EC&F, repaid in 1998 ...................... 95 --
Note payable, collateralized by land and building of MEDE OHIO, due in
monthly installments of $19,000 through July 2000, interest at 12.5 percent....... 592 419
Note payable to bank, repaid in 1998 .............................................. 173 --
Other ............................................................................. 10 --
------- -------
25,161 41,324

Less current portion .............................................................. 538 269
------- -------
Total ............................................................................. $24,623 $41,055
======= =======

(a) On February 14, 1997, the Company entered into an agreement with an
affiliate of certain shareholders of the Company under which the Company
issued a $25,000,000 senior subordinated note (the "Senior Subordinated
Note") and 370,993 shares of its common stock valued at $2,125,000
(representing the estimated fair value of the common stock) for total
consideration of $25,000,000 (the "Senior Subordinated Note and Share
Purchase Agreement"). The $2,125,000 relating to the shares of common stock
was recorded as a discount on the Senior Subordinated Note and is being
amortized over the term of the Senior Subordinated Note. The Senior
Subordinated Note bears interest at the rate of 10% per annum, payable
quarterly. One half of the principal sum is due on February 14, 2001, and
the second half is due on February 14, 2002. The terms of the Senior
Subordinated Note and Share Purchase Agreement place restrictions on the
consolidation, merger, or sale of the Company, indebtedness, and the payment
of any cash dividends.

(b) The revolving line of credit from a bank (the "Credit Facility"), as
currently amended on October 7, 1998, provides for maximum borrowings of
$36,000,000 and expires on October 29, 1999. Borrowings under the agreement
bear interest at either the bank's base rate, as defined, plus .25% or an
offshore rate, as defined, plus 1.25%. The weighted average interest rate on
outstanding borrowings at October 31, 1998 was 6.41%. The Company is
required to pay a commitment fee of .375% per annum on the unused portion of
the Credit Facility. All borrowings under the agreement are guaranteed by
certain stockholders of the Company. In consideration for the granting of
such guarantees, the stockholders were issued warrants to purchase 52,530
shares (valued at $121,000), 18,330 shares (valued at $52,000) and 34,200
shares (valued at $98,000) of the Company's common stock during the years
ended June 30, 1996, 1997 and 1998, respectively. In addition, the
stockholders were issued warrants to purchase 84,050 shares on October 7,
1998 in consideration for the granting of the most recent guaranty. All
warrants issued were valued using the Black-Scholes Option Pricing Model.
The aggregate fair value of these warrants is recorded in other assets as
deferred financing costs and is being amortized over the life of the
agreement. The terms of the agreement, among

F-12

MEDE AMERICA CORPORATION AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

other matters, require the Company to maintain certain leverage and interest
coverage ratios and place restrictions on additional investments,
indebtedness and the payment of any cash dividends.

The Company was not in compliance with the leverage and interest coverage
covenants as of September 30, 1998. The bank has granted a waiver relating to
the noncompliance with these covenants and has amended these covenants on a
prospective basis such that the Company anticipates it will be in compliance
with such covenants at least through September 30, 1999.

(c) The Company leases certain computer and office equipment under capital lease
arrangements expiring through July 2000. The gross value of the equipment
held under capital leases was $2,110,000 and $2,406,000 as of June 30, 1997
and 1998, respectively, and the related accumulated amortization was
$1,524,000 and $2,211,000, respectively.

Maturities of long-term debt as of June 30, 1998 are as follows:

DISCOUNT
YEAR ENDING JUNE 30, GROSS ON NOTE NET
- ---------------------- --------- --------- ---------
(IN THOUSANDS)

1999 ................. $ 664 $ 395 $ 269
2000 ................. 17,164 437 16,727
2001 ................. 12,594 483 12,111
2002 ................. 12,543 326 12,217
------- ------ -------
Total ................ $42,965 $1,641 $41,324
======= ====== =======

Based upon the borrowing rates currently available to the Company for loans with
similar terms, the fair value of the Company's debt approximates the carrying
amounts.

7. INCOME TAXES

The provision for income taxes for the fiscal years ended June 30, 1996, 1997
and 1998 consists entirely of current state income taxes.

The provision for income taxes varies from the amount computed by applying the
statutory U.S. Federal income tax rate to the loss before provision for income
taxes as a result of the following:

1996 1997 1998
------------ ------------ ------------
(IN THOUSANDS)

U.S. Federal statutory rate ................... $ (6,541) $ (2,984) $ (1,698)
Increases (reductions) due to:
Nondeductible expenses ....................... 3,674 293 238
State taxes .................................. 93 57 42
Net operating losses not producing current tax
benefits ................................... 2,867 2,691 1,460
-------- -------- --------
Total ........................................ $ 93 $ 57 $ 42
======== ======== ========

The net deferred tax asset is comprised of the following:

1997 1998
------------ ------------
(IN THOUSANDS)

Accounts receivable .................................... $ 685 $ 399
Property and equipment ................................. (61) 176
Goodwill ............................................... 2,488 2,786
Other intangible assets ................................ 366 459
Accrued expenses and other current liabilities ......... 1,264 617
Net operating loss carryforwards ....................... 12,656 14,552
--------- ---------
17,398 18,989
Less valuation allowance ............................... (17,398) (18,989)
--------- ---------
Total .................................................. $ -- $ --
========= =========

F-13

MEDE AMERICA CORPORATION AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The valuation allowance increased during the years ended June 30, 1997 and 1998
primarily as a result of additional net operating loss carryforwards and net
deductible temporary differences, for which realization was not considered to be
more likely than not. In the event that the tax benefits relating to the
valuation allowance are subsequently realized, approximately $5,600,000 of
benefits would reduce goodwill.

As of June 30, 1998, the Company had Federal net operating loss carryforwards of
approximately $36,380,000. Such loss carryforwards expire in the fiscal years
2005 through 2013. Because of the changes in ownership, as defined in the
Internal Revenue Code, which occurred during 1995 and 1996, certain net
operating loss carryforwards are subject to annual limitations.

8. STOCKHOLDERS' EQUITY

a. Stock Option and Restricted Stock Purchase Plan -- In March 1995, the Company
established a stock option and restricted stock purchase plan (the "Stock
Plan"). The Stock Plan permits the granting of any or all of the following
types of awards: incentive stock options ("ISOs"); nonqualified stock options
("NQSO"); or restricted stock. The Stock Plan authorizes the issuance of
655,000 shares of common stock. ISOs may not be granted at a price less than
the fair market value of the Company's common stock on the date of grant (or
110 percent of the fair market value in the case of persons holding ten
percent or more of the voting stock of the Company) and expire not more than
ten years from the date of grant (five years in the case of ISOs granted to
persons holding ten percent or more of the voting stock of the Company). The
vesting period relating to the ISOs is determined by the Option Committee of
the Board of Directors at the date of grant. The exercise price, expiration
date, and vesting period relating to NQSOs are determined by the Option
Committee of the Board of Directors at the date of grant.

The table below summarizes the activity of the Stock Plan for the years ended
June 30, 1996, 1997 and 1998.

WEIGHTED
NUMBER EXERCISE AVERAGE
OF PRICE EXERCISE
SHARES RANGE PRICE
------------ --------------- -----------

Balance, July 1, 1995 .......... 480,316 $4.58 $4.58
Options granted .............. 117,950 $4.58 $4.58
Options exercised ............ (42,556) $4.58 $4.58
Canceled/lapsed .............. (91,217) $4.58 $4.58
------- ------------ -------
Balance, June 30, 1996 ......... 464,493 $4.58 $4.58
Options granted .............. 51,059 $4.58-$5.73 $5.17
Options exercised ............ (19,642) $4.58 $4.58
Canceled/lapsed .............. (65,684) $4.58 $4.58
------- ------------ -------
Balance, June 30, 1997 ......... 430,226 $4.58-$5.73 $4.64
Options granted .............. 81,926 $5.73 $5.73
Options exercised ............ (14,054) $4.58-$5.73 $4.62
Canceled/lapsed .............. (15,057) $4.58-$5.73 $4.62
------- ------------ -------
Balance, June 30, 1998 ......... 483,041 $4.58-$5.73 $4.84
======= ============ =======

During March 1998, the Company granted 47,565 options at an exercise price of
$5.73 per share. The Company later determined that the value of the Company's
stock at the date of grant was $8.00. As a result, the Company recorded a
deferred compensation charge of $108,000 relating to the granting of these
options, of which $18,000 was amortized during the year ended June 30, 1998.
Effective August 31, 1998, the Company accelerated the vesting of these
options and, therefore, amortized the remaining balance.

F-14

MEDE AMERICA CORPORATION AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Significant option groups outstanding at June 30, 1998 and related weighted
average price and life information were as follows:

WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
EXERCISE PRICE OUTSTANDING LIFE (YEARS) PRICE EXERCISABLE PRICE
- ---------------- ------------- -------------- ---------- ------------- ---------

$ 4.58 375,804 7.4 $ 4.58 202,069 $ 4.58
$ 5.73 107,237 9.6 $ 5.73 10,689 $ 5.73
------- -------
483,041 7.9 $ 4.84 212,758 $ 4.64
======= =======

The Company applies APB opinion No. 25 and related interpretations in
accounting for its Option Plan. Accordingly, no compensation cost has been
recognized. If compensation cost for the Company's stock options had been
determined consistent with SFAS No. 123, "Accounting for Stock-Based
Compensation," the Company's net loss and net loss per share for the years
ended June 30, 1996, 1997 and 1998 would have been as follows:

1996 1997 1998
------------- ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net loss -- as reported ........................... $ (19,330) $ (8,833) $ (5,035)
Net loss -- pro forma ............................. (19,345) (8,887) (5,105)
Basic and diluted net loss per share -- as reported (4.14) (2.07) (1.31)
Basic and diluted net loss per share -- pro forma. (4.15) (2.08) (1.32)

The weighted average fair value of the options granted for the years ended
June 30, 1996, 1997, and 1998 is estimated at $1.56, $1.83, and $1.92 on the
date of grant (using the minimum value option pricing model) with the
following weighted average assumptions for the years ended June 30, 1996,
1997, and 1998, respectively: a risk-free interest rate of 5.93%, 6.39%, and
5.86%; an expected option life of seven years and no expected volatility or
dividend yield. As required by SFAS No. 123, the impact of outstanding
nonvested stock options granted prior to July 1, 1995 has been excluded from
the pro forma calculation; accordingly, the 1996, 1997 and 1998 pro forma
adjustments are not indicative of future period pro forma adjustments when
the calculation will apply to all applicable stock options.

b. Net income (loss) per share -- In 1997, the Company adopted SFAS No. 128,
"Earnings Per Share." Basic income per share is determined by using the
weighted average number of shares of common stock outstanding during each
period. Diluted income per share further assumes the issuance of common
shares for all dilutive outstanding stock options and warrants as calculated
using the treasury stock method. Basic and diluted earnings per share are the
same for all of the periods presented because the effect of including
outstanding options and warrants would be antidilutive. The calculation for
the years ended June 30, 1996, 1997 and 1998 and the three months ended
September 30, 1997 and 1998 was as follows:

YEAR ENDED JUNE 30,
1996 1997
---------------------------------- ---------------------------------
PER-SHARE PER-SHARE
LOSS SHARES AMOUNT LOSS SHARES AMOUNT
------------- -------- ----------- ------------ -------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net loss ......................... $ (19,330) $ (8,833)
Less: Preferred dividends ........ (2,400) (2,400)
--------- ---------
Basic and diluted net loss per
share .......................... $ (21,730) 5,245 $(4.14) $ (11,233) 5,425 $(2.07)
========= ===== ====== ========= ===== ======

YEAR ENDED JUNE 30,
1998
--------------------------------
PER SHARE
LOSS SHARES AMOUNT
------------ -------- ----------
(IN THOUSANDS, EXCEPT PER SHARE
DATA)

Net loss ......................... $ (5,035)
Less: Preferred dividends ........ (2,400)
--------
Basic and diluted net loss per
share .......................... $ (7,435) 5,679 $(1.31)
======== ===== ======

F-15

MEDE AMERICA CORPORATION AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

THREE MONTHS ENDED SEPTEMBER 30,
1997 1998
------------------------------------- ------------------------------------
PER-SHARE PER-SHARE
LOSS SHARES AMOUNT LOSS SHARES AMOUNT
------------ -------- ----------- ------------ -------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net loss ............................... $ (1,661) $ (1,085)
Less: Preferred dividends .............. (600) (600)
-------- --------
Basic and diluted net loss per share.... $ (2,261) 5,674 $(0.40) $ (1,685) 5,685 $(0.30)
======== ===== ====== ======== ===== ======

c. Proposed Public Offering -- In 1998, the Company determined to work towards
an IPO of the Company's common stock on a firm commitment basis. The proposed
IPO contemplates that a total of 4,166,667 shares of common stock will be
offered at a price between $11.00 and $13.00 per share. The net proceeds of
the IPO will be used to retire its Senior Subordinated Note and a portion of
borrowings outstanding under its Credit Facility plus any related accrued
interest.

d. Reverse Stock Split and Increase in Authorized Common Stock and Preferred
Stock -- In anticipation of the proposed IPO, on July 27, 1998 the Company
amended and restated its certificate of incorporation in order to, among
other things, effect a reverse stock split of all issued and outstanding
common shares at the rate of 1 for 4.5823, which decreased the number of
issued and outstanding shares as of June 30, 1998 from approximately
26,050,000 to approximately 5,685,000. This stock split has been
retroactively reflected in the accompanying financial statements for all
periods presented. The Company also increased the number of shares of
authorized common stock to 30,000,000 and the number of shares of authorized
preferred stock to 5,000,000, of which 250,000 were designated as relating to
Series A redeemable cumulative preferred stock (Note 9).

e. Recapitalization -- In conjunction with the proposed IPO and as provided for
in the Company's July 27, 1998 amendment and restatement of its certificate
of incorporation, the Company contemplates a recapitalization of its capital
stock (the "Recapitalization"). The Recapitalization involves the conversion
of all outstanding preferred stock into common stock (based upon liquidation
value as defined in Note 9) and the exercise of all outstanding warrants
other than the Medic Warrant (as herein defined) and warrants to purchase
84,050 shares of common stock issued on October 7, 1998. (See Note 6.b.).
However, cash realized by the Company upon any exercise of the underwriters'
overallotment option would be applied to the payment of accrued dividends on
the preferred stock and the remainder of such accrued dividends would convert
into common stock. The preferred stock conversion will be effected based upon
the IPO price per share. Assuming an IPO price of $12.00 per share and no
exercise of the underwriters' overallotment, the preferred stock will be
converted into approximately 2,652,000 shares of common stock. The warrants
will be converted, in a cashless exercise, into approximately 60,000 shares
of common stock.

f. Stock Purchase Plan -- In anticipation of the proposed IPO, the Board has
approved the 1998 Employee Stock Purchase Plan (the "Purchase Plan").
Employees of the Company, including directors of the Company who are
employees, are eligible to participate in quarterly plan offerings in which
payroll deductions may be used to purchase shares of common stock. The
purchase price of such shares is the lower of 85 percent of the fair market
value of the common stock on the day the offering commences and 85 percent of
the fair market value of the common stock on the date the offering
terminates. The first offering period under the Purchase Plan will not
commence until the completion of the IPO.

g. New Stock Option and Restricted Stock Purchase Plan -- In anticipation of the
proposed IPO, the Board has approved the 1998 Stock Option and Restricted
Stock Purchase Plan (the "New Stock Plan"). The New Stock Plan permits the
granting of any or all of the following types of awards: incentive stock
options; nonqualified stock options; restricted stock; or other stock-based
awards, to officers, employees, directors, consultants and advisors of the
Company. To date, no options have been granted under the New Stock Plan;
however, the Board determined to grant options to purchase an aggregate
400,000 shares of common stock pursuant to the New Stock Plan to certain

F-16

MEDE AMERICA CORPORATION AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

employees of the Company (including certain executive officers) contingent
upon consummation of the IPO. Such options, which include both incentive and
non-qualified stock options, will have an exercise price equal to the price
to the public in the IPO and generally will vest ratably over four years from
the date of grant except that the initial installment of options to be
granted to certain executive officers will vest immediately upon consummation
of the IPO.

h. On November 15, 1998, the Board determined to grant options (such grant to
be effective as of the date of the IPO) to purchase an aggregate 51,500
shares of common stock under the New Stock Plan to certain employees of the
Company, most of whom were formerly employed by HII. Such options will be
incentive stock options, will have an exercise price equal to the price to
the public in the IPO and generally will vest ratably over four years from
the date of grant.

9. SERIES A REDEEMABLE CUMULATIVE PREFERRED STOCK

As of June 30, 1997 and 1998, the Company had outstanding 239,956 shares of
preferred stock. The preferred stock is subject to mandatory redemption in two
equal installments on May 31, 2001 and 2002; however, the Company may redeem the
preferred stock in whole at any time or in part from time to time at its option.
The Company would also be required to redeem the preferred stock should it
consummate a public offering of its common stock pursuant to which the Company
receives aggregate net proceeds of at least $15,000,000. (See Note 8).

The redemption price, as well as liquidation value, of the preferred stock is
$100 per share plus any accrued but unpaid dividends. Dividends on this
preferred stock, which are cumulative, are payable, if declared, at $10 per
share per annum. No dividends have been declared or paid. At September 30, 1998,
cumulative undeclared and unpaid dividends on this preferred stock totaled
$7,827,000.

10. COMMITMENTS AND CONTINGENCIES

a. Leases -- The Company leases certain offices and equipment under operating
leases. The minimum noncancelable lease payments are as follows (in
thousands):

YEAR ENDING JUNE 30,
- -----------------------------------------------

1999 ................................. $1,405
2000 ................................. 1,351
2001 ................................. 919
2002 ................................. 654
Thereafter ........................... 348
------
Total minimum lease payments ......... $4,677
======

Rent expense for the years ended June 30, 1996, 1997 and 1998 was $853,000,
$1,309,000, and $1,307,000, respectively.

b. Litigation -- The Company is engaged in various litigation in the ordinary
course of business. Management, based upon the advice of legal counsel, is of
the opinion that the amounts which may be awarded or assessed in connection
with these matters, if any, will not have a material effect on the
consolidated financial position or results of operations.

c. Employment Contracts -- The Company has employment contracts with certain of
its employees with annual remuneration ranging from $95,000 to $110,000.
Future minimum payments under these contracts are as follows (in thousands):

YEAR ENDING JUNE 30,
- -----------------------

1999 ................ $206
2000 ................ 79
----
$285
====

F-17

MEDE AMERICA CORPORATION AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

d. Defined Contribution Plans -- The Company maintained four defined
contribution plans (the "Plans") for all eligible employees, as defined by
the Plans until April 1, 1996. On April 1, 1996, the Company combined the
Plans into one defined contribution plan (the "New Plan"). The Company
previously made matching contributions at various percentages to three of the
Plans in accordance with the respective Plan documents and currently makes
matching contributions to the New Plan in an amount equal to fifty percent of
the employee salary deductions to a maximum of four percent of the employees
salary in accordance with the New Plan document. The Company incurred
$197,000, $227,000, and $194,000 for employer contributions to the Plans/New
Plan for the years ended June 30, 1996, 1997 and 1998, respectively.

e. Service Agreements -- The Company has entered into service agreements with
telecommunications providers which require the Company to utilize certain
minimum levels of the services of such providers. These agreements expire
through November 2001. The Company was in compliance with the terms of these
agreements as of June 30, 1998. The minimum annual amounts under these
agreements are as follows (in thousands):

YEAR ENDING JUNE 30,
- ------------------------

1999 ................. $ 1,795
2000 ................. 1,497
2001 ................. 1,429
2002 ................. 543
-------
Total ................ $ 5,264
=======

11. TRANSACTION PROCESSING AGREEMENT

On July 17, 1998, the Company entered into a transaction processing agreement
(the "Processing Agreement") with Medic Computer Systems, Inc. ("Medic"), a
subsidiary of Misys plc that develops and licenses software for healthcare
providers, principally physicians, MSOs and PPMs. Under the Processing
Agreement, the Company will undertake certain software development obligations,
and on July 1, 1999 it will become the exclusive processor (subject to certain
exceptions) of medical reimbursement claims for Medic's subscribers submitted to
payors with whom MedE has or establishes connectivity. Under the Processing
Agreement, the Company will be entitled to revenues to be paid by payors (in
respect of which a commission is payable to Medic) as well as fees to be paid by
Medic. The Processing Agreement sets forth detailed performance criteria and
development and implementation timetables. Inability to meet these criteria may
result in financial penalties or give Medic a right to terminate this agreement.
The Processing Agreement is for a fixed term of five years, with annual renewals
thereafter (unless either party elects to terminate).

Contemporaneously, to ensure a close working relationship between the parties,
on July 17, 1998 the Company granted to Medic a warrant (the "Medic Warrant") to
acquire 1,250,000 shares of the Company's common stock, at a per share exercise
price equal to the price of the common stock to the public in the IPO or, in the
event that the IPO is not completed by March 31, 1999 at an exercise price equal
to $8 per share. The Medic Warrant vests over a two year period and may be
exercised up to five years after issuance. The Medic Warrant was valued at
$2,537,000 using the Black-Scholes Option Pricing Model and is recorded in other
assets. The Medic Warrant is being amortized over the life of the Processing
Agreement, five years. The Medic Warrant contains customary weighted average
antidilution provisions. The Company and certain principal stockholders have
agreed that following the completion of the IPO and until the earlier of the
termination of the Processing Agreement or the disposition by Medic and its
affiliates of at least 25% of the shares of common stock issuable under the
Medic Warrant, Medic shall have the right to designate one director to the
Company's Board of Directors. Medic has not yet named a designee.

F-18

MEDE AMERICA CORPORATION AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

12. OTHER INCOME

In February 1997, the Company exercised 26,712 options to purchase common shares
of First Data Corporation and subsequently sold the common shares resulting in a
pre-tax gain of $885,000. Such options were issued to former employees of the
Company prior to the Spin-off but reverted to the Company upon the termination
of these employees.

13. RESTATEMENT

Subsequent to the issuance of the Company's consolidated financial statements
for the fiscal year ended 1998, the Company's management determined that it was
necessary to revise the valuation of the write-off of in-process research and
development incurred in connection with the TCS acquisition in February 1997. As
a result, the Company's financial statements for the fiscal years ended June 30,
1997 and 1998 have been restated from the amounts previously reported in order
to reflect the effects of the adjustment to the write-off of in-process research
and development. Such write-off, which occurred during the year ended June 30,
1997, was reduced from $4,354,000 to $1,556,000. As a result, goodwill was
increased by $2,798,000. The effect of the restatement is as follows:

1997 1998
------------------------------- -----------------------------
AS PREVIOUSLY AS PREVIOUSLY
REPORTED AS RESTATED REPORTED AS RESTATED
--------------- ------------- -------------- ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

AT JUNE 30:
Goodwill ....................................... $ 24,834 $ 27,465 $ 32,522 $ 34,753
Accumulated deficit ............................ (47,839) (45,208) (52,474) (50,243)

FOR THE YEAR ENDED JUNE 30:
Depreciation and amortization .................. 5,293 5,460 6,743 7,143
Acquired in-process research and development 4,354 1,556 -- --
Net loss ....................................... (11,464) (8,833) (4,635) (5,035)
Net loss applicable to common stockholders ..... (13,864) (11,233) (7,035) (7,435)
Basic and diluted net loss per common share..... $ (2.56) $ (2.07) $ (1.24) $ (1.31)

14. SUBSEQUENT EVENTS

a. Acquisition -- In October 1998, the Company acquired all the outstanding
shares of capital stock of Healthcare Interchange Inc. ("HII") a St. Louis,
Missouri-based provider of EDI transaction processing services to hospitals
and physician groups in Missouri, Kansas and Illinois. Prior to the
acquisition of HII, two unrelated healthcare services divisions, Intercare
and Telemedical, were divested from HII in separate transactions. HII was
purchased for a total cash payment of approximately $11,718,000, including
transaction expenses and was financed with borrowings under the Credit
Facility. The acquisition will be accounted for under the purchase method of
accounting.

The following unaudited pro forma information for the year ended June 30,
1998 includes the operations of the Company, inclusive of the operations of
both Stockton and HII as if the acquisitions had occurred as of July 1, 1997.
The pro forma information for the three months ended September 30, 1998
includes the operations of the Company, inclusive of the operations of HII as
if the acquisition had occurred at July 1, 1997. This pro forma information
gives effect to the amortization expense associated with goodwill and other
intangible assets acquired, adjustments related to the fair market value of
the assets and liabilities acquired interest expense related to financing the
acquisitions, and related income tax effects. The allocation of the purchase
price is preliminary and subject to change upon review by management of
additional evidence relating to the fair value of assets acquired and
liabilities assumed at the closing date. Adjustments to the purchase price
allocation, if any, would likely relate to amounts assigned to intangible
assets.

F-19

MEDE AMERICA CORPORATION AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )

YEAR ENDED THREE MONTHS ENDED
JUNE 30, 1998 SEPTEMBER 30, 1998
--------------- --------------------
(IN THOUSANDS)

Revenues ..................................... $ 48,880 $ 13,318
======== ========
Income (loss) from operations ................ (1,034) 44
======== ========
Net loss ..................................... (5,695) (1,245)
======== ========
Net loss applicable to common stock .......... (8,095) (1,845)
======== ========
Basic and diluted net loss per share ......... (1.43) (0.32)
======== ========

b. New Credit Facility -- On January 26, 1999, the Company entered into a Credit
Agreement (the "New Credit Facility"). The New Credit Facility provides for a
$25 million revolving credit facility that matures on January 26, 2002. The
New Credit Facility is not guaranteed by any third party, but is secured by
substantially all of the Company's assets including the stock of the
Company's subsidiaries. The New Credit Facility contains various covenants
and conditions, including those relating to Year 2000 compliance, changes in
control and management and restrictions on the payments of dividends on the
common stock.

The closing of the initial lending under the New Credit Facility is
anticipated to take place simultaneously with the IPO. Such closing is
subject to a number of conditions and covenants on the part of the Company.
Assuming that the initial lending under the New Credit Facility takes place
as scheduled, the Company intends to borrow sufficient funds under the New
Credit Facility in order to repay all amounts outstanding under the existing
Credit Facility.

F-20

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholder of
The Stockton Group, Inc.:

We have audited the accompanying statement of income of The Stockton Group, Inc.
(the "Company") for the year ended June 30, 1997. This financial statement is
the responsibility of the Company's management. Our responsibility is to express
an opinion on this financial statement based on our audit.

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

In our opinion, such statement of income presents fairly, in all material
respects, the results of operations of the Company for the year ended June 30,
1997 in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Charlotte, North Carolina
October 7, 1997

F-21

THE STOCKTON GROUP, INC.
STATEMENTS OF INCOME
YEAR ENDED JUNE 30, 1997 AND THE THREE MONTHS
ENDED SEPTEMBER 30, 1997 (UNAUDITED)

YEAR ENDED THREE MONTHS ENDED
JUNE 30, 1997 SEPTEMBER 30, 1997
--------------- -------------------
(UNAUDITED)

REVENUES ....................................... $ 3,801,953 $1,056,748
OPERATING EXPENSES:
Operations .................................... (563,295) (137,495)
Sales, marketing, and client services ......... (899,366) (203,133)
Research and development ...................... (103,153) (24,405)
General and administrative .................... (159,517) (72,425)
Non-cash stock compensation (Note 4) .......... (1,280,000) --
Depreciation and amortization ................. (109,336) (37,411)
------------ ----------
Total operating expenses .................... (3,114,667) (474,869)
------------ ----------
INCOME FROM OPERATIONS ......................... 687,286 581,879
INTEREST EXPENSE ............................... (111,260) (22,574)
OTHER INCOME ................................... 11,229 8,020
------------ ----------
NET INCOME (Note 1) ............................ $ 587,255 $ 567,325
============ ==========

See notes to financial statement.

F-22

THE STOCKTON GROUP, INC.
NOTES TO FINANCIAL STATEMENT

YEAR ENDED JUNE 30, 1997 AND THE THREE MONTHS ENDED
SEPTEMBER 30, 1997 (UNAUDITED)
(INFORMATION AS IT RELATES TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997 IS
UNAUDITED)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

Description of Business -- The Stockton Group, Inc. (the "Company"), was
incorporated as an S Corporation in the State of South Carolina in July 1993.
The Company provides computer-based prescription drug claims processing to
Pharmaceutical Benefit Managers ("PBMs"), Health Maintenance Organizations
("HMOs"), Preferred Provider Organizations ("PPOs"), insurance companies,
Third-Party Administrators ("TPAs"), self-insured employers, and Taft-Hartley
Funds. The Company's services range from claims processing to full-service
program management, including eligibility verification, drug coverages and
exclusions, concurrent utilization review, drug pricing verification, supply
limitations and other applicable plan design requirements. The Company supports
a network of over 40,000 pharmacies nationwide.

In addition to claims processing fees, the Company receives rebate revenue from
drug manufacturers for prescription drug transactions that are processed through
the Company's system.

Use of Estimates in the Preparation of Financial Statements -- The preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

Major Customers -- For the year ended June 30, 1997, three customers accounted
for approximately 15%, 12% and 10%, respectively, of total revenues.

Revenue Recognition -- Revenue from prescription drug claims processing services
and rebates from drug manufacturers are recognized when the services are
delivered.

Property and Equipment -- Property and equipment is depreciated using the
double-declining balance method over the estimated useful lives of the related
assets. Assets under capital leases are depreciated using the straight-line
method over the lease term.

Income Taxes -- The Company has elected to be taxed as an S Corporation, and as
such its income is included in the current taxable income of its stockholder.
Accordingly, no provision has been made in the accompanying financial statements
for federal or state income taxes.

Unaudited Interim Financial Statement -- In the opinion of management, the
unaudited statement of income for the three months ended September 30, 1997 is
presented on a basis consistent with the audited statement of income and
reflects all adjustments, consisting of only normal recurring adjustments,
necessary for a fair presentation of the results thereof. The results of
operations for the three months ended September 30, 1997 is not necessarily
indicative of the results to be expected for the entire year.

2. NOTE PAYABLE TO STOCKHOLDER

The Company had a note payable to stockholder with an outstanding principal
balance of $359,621 at June 30, 1997. The note bore interest at a rate of prime
plus .25% (8.75% at June 30, 1997).

3. LEASE COMMITMENTS

The Company leased certain equipment under operating leases expiring at various
dates through April 2000. Rent expense for the year ended June 30, 1997 was
approximately $12,000.

F-23

THE STOCKTON GROUP, INC.
NOTES TO FINANCIAL STATEMENT - (CONTINUED)

In addition, the Company leased its office facility and certain computer and
office equipment under capital lease arrangements with interest rates ranging
from 14.5% to 25%, expiring through July 2011. The lease arrangement for the
office facility was with a corporation in which the Company's sole stockholder
holds an ownership interest.

4. STOCK-BASED COMPENSATION ARRANGEMENTS

During 1994, the Company granted a key employee the right to acquire common
stock equivalent to a 25% equity ownership in the Company at no cost. The shares
have not yet been issued. At the date of the grant, the Company recorded
compensation cost equal to the fair market value of shares to be awarded to the
executive.

During 1997, the Company entered into an employment agreement with another new
key executive. Among other things, the agreement granted the executive the right
to acquire a 10% equity ownership in the Company at a nominal cost ($1.00) or,
if the Company is sold within one year, to receive 10% of the sales proceeds as
defined. Accordingly, the Company has recorded compensation cost in 1997, equal
to the estimated cash settlement to be paid to the executive based upon the
anticipated proceeds from the sale of the Company. (See Note 5).

5. SUBSEQUENT EVENT

In November 1997, the Company sold certain computer equipment, intangible assets
and the operations of the Company to MEDE America Corporation. All other assets
and liabilities remained with the Company. The purchase price was $10,400,000 in
cash. In addition, the purchase agreement requires additional consideration of
up to $2,600,000 (plus interest at an annual rate of 7.25%) to be paid if
Stockton's revenue during the 12-month period ended September 30, 1998 is at
least $5,000,000.

******

F-24

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Healthcare Interchange, Inc.:

We have audited the accompanying consolidated balance sheet of Healthcare
Interchange, Inc. and subsidiary (Company) as of June 30, 1998, and the related
consolidated statements of operations, stockholders' equity (deficit), and cash
flows for the nine-month period ended June 30, 1998. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

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

As described in notes 3 and 15, on October 30, 1998, the Company completed the
sale of it financial transactions business to MEDE America and the disposal of
the assets and operations of the discontinued Telemedical and Intercare
segments.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Healthcare
Interchange, Inc. and subsidiary as of June 30, 1998, and the results of their
operations and their cash flows for the nine-month period ended June 30, 1998,
in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

St. Louis, Missouri
September 8, 1998, except as to notes 3 and 15,
which is as of October 30, 1998

F-25

HEALTHCARE INTERCHANGE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

JUNE 30, SEPTEMBER 30,
1998 1998
--------------- --------------
(UNAUDITED)

ASSETS
Current assets:
Cash and cash equivalents ............................................... $ 140,042 $ 38,083
Service accounts receivable, less allowance for doubtful accounts of
$30,709 and $32,207 (unaudited), respectively.......................... 616,044 556,025
Due from stockholders ................................................... 105,483 104,505
Inventories ............................................................. 13,286 12,822
Net current assets of discontinued operations ........................... 236,772 243,960
Prepaid expenses ........................................................ 62,472 16,929
============ ============
Total current assets ............................................... 1,174,099 972,324
Property, equipment and computer software, net ........................... 611,578 576,559
Other assets ............................................................. 26,246 25,537
Net non-current assets of discontinued operations ........................ 176,455 176,455
============ ============
$ 1,988,378 1,750,875
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Revolving credit facilities ............................................. $ 2,260,000 $ 2,260,000
Notes payable ........................................................... 73,751 64,701
Accounts payable ........................................................ 1,162,125 956,320
Accounts payable to stockholders ........................................ 151,705 183,376
Dividends payable ....................................................... 70,313 93,750
Accrued expenses and other liabilities .................................. 865,935 612,745
============ ============
Total current liabilities .......................................... 4,583,829 4,170,892
============ ============
Stockholders' equity (deficit):
Cumulative redeemable convertible preferred stock, $1 par value; ........
62,500 shares authorized, issued, and outstanding ..................... 62,500 62,500
Common stock:
Class A - $1 par value; 66,250 shares authorized, 35,000 shares
issued and outstanding ............................................. 35,000 35,000
Class B - $1 par value; 66,250 shares authorized, 35,000 shares
issued and outstanding ............................................. 35,000 35,000
Class C - $1 par value; 30,000 shares authorized, 20,001 shares
issued and outstanding ............................................. 20,001 20,001
Additional paid-in capital ........................................... 3,016,898 2,993,461
Accumulated deficit .................................................. (5,764,850) (5,565,979)
============ ============
Total stockholders' equity (deficit) ............................... (2,595,451) (2,420,017)
============ ============
$ 1,988,378 $ 1,750,875
============ ============

See accompanying notes to consolidated financial statements.

F-26

HEALTHCARE INTERCHANGE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS

NINE-MONTH THREE-MONTH
PERIOD ENDED PERIOD ENDED
JUNE 30, 1998 SEPTEMBER 30, 1998
--------------- -------------------
(UNAUDITED)

Revenues:
Claims service revenue .............................................. $ 2,814,030 $1,032,672
Claim service revenue from stockholders ............................. 843,787 258,506
Other revenue ....................................................... 69,137 20,597
------------ ----------
3,726,954 1,311,775
------------ ----------
Operating expenses:
Operating expenses .................................................. 1,285,832 479,003
Sales, marketing and client service ................................. 993,512 263,320
General and administrative .......................................... 752,033 248,032
Depreciation and amortization ....................................... 131,806 43,761
Provision for doubtful accounts ..................................... 2,000 14,896
------------ ----------
3,165,183 1,049,012
------------ ----------
Operating income .................................................. 561,771 262,763
Interest expense ..................................................... 148,213 63,892
------------ ----------
Income from continuing operations ................................. 413,558 198,871
Discontinued operations:
Loss from operations of discontinued segments ....................... (2,026,784) --
Loss on disposal of segments (including $342,971 for operating losses
during phase-out period) .......................................... (2,073,601) --
------------ ----------
Net income (loss) ................................................. (3,686,827) 198,871
Preferred stock dividends declared ................................ (70,313) (23,437)
------------ ----------
Net income (loss) attributable to common stockholders ............. $ (3,757,140) $ 175,434
============ ==========

See accompanying notes to consolidated financial statements.

F-27

HEALTHCARE INTERCHANGE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
NINE-MONTH PERIOD ENDED JUNE 30, 1998 AND
THREE-MONTH PERIOD ENDED SEPTEMBER 30, 1998 (UNAUDITED)

COMMON STOCK
PREFERRED -----------------------------
STOCK CLASS A CLASS B CLASS C
----------- --------- --------- ---------

Balance, September 30, 1997 ................ $62,500 $35,000 $35,000 $20,001
Preferred stock dividends declared ......... -- -- -- --
Net loss ................................... -- -- -- --
------- ------- ------- -------
Balance, June 30, 1998 ..................... 62,500 35,000 35,000 20,001
Preferred stock dividends declared
(unaudited) ............................... -- -- -- --
Net income (unaudited) ..................... -- -- -- --
------- ------- ------- -------
Balance, September 30, 1998 (unaudited) $62,500 $35,000 $35,000 $20,001
======= ======= ======= =======

TOTAL
ADDITIONAL STOCKHOLDERS'
PAID-IN ACCUMULATED EQUITY
CAPITAL DEFICIT (DEFICIT)
------------- ---------------- ----------------

Balance, September 30, 1997 ................ $3,087,211 $ (2,078,023) $ 1,161,689
Preferred stock dividends declared ......... (70,313) -- (70,313)
Net loss ................................... -- (3,686,827) (3,686,827)
---------- ------------ ------------
Balance, June 30, 1998 ..................... 3,016,898 (5,764,850) (2,595,451)
Preferred stock dividends declared
(unaudited) ............................... (23,437) -- (23,437)
Net income (unaudited) ..................... -- 198,871 198,871
---------- ------------ ------------
Balance, September 30, 1998 (unaudited) $2,993,461 $ (5,565,979) $ (2,420,017)
========== ============ ============

See accompanying notes to consolidated financial statements.

F-28

HEALTHCARE INTERCHANGE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE-MONTH THREE-MONTH
PERIOD ENDED PERIOD ENDED
JUNE 30, 1998 SEPTEMBER 30, 1998
--------------- -------------------
(UNAUDITED)

Cash flows from operating activities:
Net income (loss) ................................................... $ (3,686,827) $ 198,871
Loss on disposal of segments ........................................ 2,073,601 --
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization ..................................... 390,821 43,761
Provision for doubtful accounts ................................... 40,013 14,896
Increase (decrease) in cash from changes in assets and liabilities:
Service accounts receivable ...................................... 523,789 37,935
Due from stockholders ............................................ 181,781 978
Inventories ...................................................... (19,378) 464
Prepaid expenses ................................................. 32,102 45,543
Accounts payable ................................................. 819,323 (197,571)
Accrued expenses and other liabilities ........................... 45,013 (229,753)
------------ ----------
Net cash provided by (used in) operating activities ............ 400,238 (84,876)
------------ ----------
Cash flows from investing activities:
Purchases of property and equipment ................................. (276,548) (8,742)
Capitalized software development expenditures ....................... (293,442) -
Other non-current assets ............................................ 1,297 709
------------ ----------
Net cash used in investing activities .......................... (568,693) (8,033)
------------ ----------
Cash flows from financing activities:
Advances on revolving credit facilities ............................. 350,000 --
Payments on notes payable ........................................... (71,490) (9,050)
Dividends paid on cumulative convertible preferred stock ............ (23,437) --
------------ ----------
Net cash provided by (used in) financing activities ............ 255,073 (9,050)
------------ ----------
Net increase (decrease) in cash and cash equivalents ........... 86,618 (101,959)
Cash and cash equivalents, beginning of period ....................... 53,424 140,042
------------ ----------
Cash and cash equivalents, end of period ............................. $ 140,042 $ 38,083
============ ==========
Noncash investing activities:
Write-offs of long-term assets due to disposal of segments .......... $ 1,208,989 $ --
Accrual for operating losses of discontinued segments during
phase-out period .................................................. 342,971 --
============ ==========
Supplemental disclosure of cash flow information - cash paid for
interest ............................................................ $ 148,212 $ 55,448
============ ==========

See accompanying notes to consolidated financial statements.

F-29

HEALTHCARE INTERCHANGE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1998 AND FOR THE NINE-MONTH
PERIOD ENDED JUNE 30, 1998

1. ORGANIZATION AND BUSINESS

Healthcare Interchange, Inc. was incorporated in 1991 and began operations in
1992. Healthcare Interchange, Inc. and subsidiary (Company) is in the business
of providing electronic health data network services to a national clientele
through three operating segments; financial transactions, medical televideo, and
intercare. The financial transactions segment processes electronic claims for
health care providers. The medical televideo segment develops, sells, and
services televideo and minor medical equipment through a wholly owned
subsidiary, HII Telemedical Corp. (Telemedical). The Intercare segment
(Intercare) began operations in fiscal 1997, providing electronic claims
processing and data analysis for health care providers. Prior to October 1,
1996, Intercare was a development stage enterprise.

The consolidated financial statements at June 30, 1998 include the accounts of
Healthcare Interchange, Inc. and its wholly owned domestic subsidiary after
elimination of intercompany accounts and transactions. The Company's fiscal year
end is September 30.

Unaudited Interim Consolidated Financial Statements -- The consolidated balance
sheet of the Company as of September 30, 1998 and the related consolidated
statements of operations, changes in stockholders' equity (deficit) and cash
flows for the three-month period ended September 30, 1998 included in the
accompanying consolidated financial statements, which are unaudited, include the
accounts of Healthcare Interchange, Inc. and its wholly-owned subsidiary. All
significant intercompany accounts have been eliminated in consolidation. In the
opinion of management, all adjustments necessary for a fair presentation of such
financial statements have been included. Adjustments consist only of normal
recurring items.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Cash and Cash Equivalents -- The Company considers cash equivalents to be
securities held for cash management purposes having original maturities of
three months or less at the time of investment.

b. Inventories -- Inventories are stated at the lower of cost or market. Cost is
determined principally using the specific identification method. Inventories
at June 30, 1998 are comprised principally of raw materials.

c. Property, Equipment and Computer Software -- Property, equipment and computer
software are carried at cost. Depreciation and amortization is calculated
using the straight-line method over the estimated useful lives of the assets.
Leasehold improvements are amortized over the shorter of the lease term or
estimated useful life of the asset. Costs associated with the internal
development of software are capitalized once the marketability and
technological feasibility of the software have been established.

The property, equipment and computer software are depreciated on the
straight-line basis over the following useful lives:

YEARS
------

Building ....................................... 28
Leasehold improvements ......................... 10
Furniture ...................................... 7
Communications equipment ....................... 5
Computers and data handling equipment .......... 5
Purchased computer software .................... 5
Developed computer software .................... 3

F-30

HEALTHCARE INTERCHANGE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

d. Income Taxes -- Deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates in effect for the year in which those differences are
expected to be recovered or settled.

e. Revenue Recognition -- The Company recognizes revenue from the sale of its
services in the period that the services are delivered or provided. Unearned
income on service contracts is amortized by the straight-line method over the
term of the contracts.

Revenue from the sale of the Company's products is recognized in the period
that the products are shipped to the customers.

f. Stock-Based Compensation -- The Company uses the intrinsic value method
prescribed by Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees (APB 25), and related interpretations in accounting
for its stock options. The Company has adopted the pro forma disclosures-only
provisions of Statement of Financial Accounting Standards (SFAS) No. 123,
Accounting for Stock-Based Compensation.

g. Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements. Estimates also affect the reported amounts of
revenues and expenses during the period. Actual results may differ from those
estimates.

3. DISCONTINUED OPERATIONS

In fiscal 1999, the Company's Board of Directors approved a plan to
discontinue the operations of its Televideo and Intercare operating segments;
and on September 17, 1998, signed a letter of intent to sell substantially
all the assets of the financial transactions business to MEDE America
Corporation (MEDE America). See note 15.

The Company's consolidated financial statements as of June 30, 1998 and for
the nine-month period then ended include a charge of $2,073,601 to provide
for an after-tax loss on the disposal of the discontinued operations,
including estimated operating losses of $342,971 through the expected date of
disposal.

Operating results for the nine-month period ended June 30, 1998 and financial
position as of June 30, 1998 of the discontinued segments are summarized
below:

Results of operations:

NINE-MONTH PERIOD
ENDED JUNE 30, 1998
--------------------
Net revenues .............................. $ 528,552
Loss from discontinued operations ......... (4,100,385)
============

Financial position:

AS OF
JUNE 30, 1998
--------------
Current:
Accounts receivable, net ................ $ 162,271
Inventories ............................. 74,501
---------
$ 236,772
=========
Non-current - property, equipment and $ 176,455
computer software, net ......... =========

F-31

HEALTHCARE INTERCHANGE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

4. SERVICE ACCOUNTS RECEIVABLE

A summary of activity in the allowance for doubtful accounts of the continuing
operations of the Company for the nine-month period ended June 30, 1998 is
summarized as follows:

Balance at beginning of period .......... $ 52,238
Provision for doubtful accounts ......... 2,000
Accounts written-off .................... (23,529)
---------
Balance at end of period ................ $ 30,709
=========

5. PROPERTY, EQUIPMENT AND COMPUTER SOFTWARE

Property, equipment and computer software of the continuing operations of the
Company as of June 30, 1998 are as follows:

Land ................................................... $ 7,652
Building ............................................... 30,610
Leasehold improvements ................................. 64,220
Furniture .............................................. 453,499
Communications equipment ............................... 165,127
Computers and data handling equipment .................. 436,435
Computer software ...................................... 160,724
---------
1,318,267
Less accumulated depreciation and amortization ......... 706,689
---------
$ 611,578
=========

6. REVOLVING CREDIT FACILITIES

On November 4, 1996, the Company entered into a revolving credit facility with a
local bank which allows the Company to borrow up to a maximum of $750,000. The
revolving credit facility bears interest at a fixed prime plus 1% (9.5% at June
30, 1998) and requires monthly payments of interest. The due date on the
revolving credit facility has been extended from the original December 31, 1997
due date and is now due on October 31, 1998. The average outstanding borrowings
on the revolving credit facility arrangement was $750,000 at a weighted average
interest weight of 9.6% for the nine-month period ended June 30, 1998. The
revolving credit facility had a balance of $750,000 at June 30, 1998.

On November 4, 1996, the Company entered into a revolving credit facility with a
local bank which allows the Company to borrow up to a maximum of $500,000. The
revolving credit facility bears interest at a fixed prime less 0.5% (8.0% at
June 30, 1998) and requires monthly payments of interest, with the balance due
on November 4, 1998. The average outstanding borrowings on the revolving credit
facility was $500,000 at a weighted average interest weight of 8.1% for the
nine-month period ended June 30, 1998. The revolving credit facility had a
balance of $500,000 at June 30, 1998.

On June 4, 1997, the Company entered into a revolving credit facility with a
local bank which allows the Company to draw up to a maximum of $2,500,000. The
revolving credit facility bears an interest rate of prime less 0.625% (7.88% at
June 30, 1998), requires monthly payments of interest, and is secured by
substantially all assets of the Company with the balance due on December 31,
1999. The average out-

F-32

HEALTHCARE INTERCHANGE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

standing borrowings on the revolving credit facility was approximately $877,000
at a weighted average interest rate of 8.0% for the nine-month period ended June
30, 1998. The revolving credit facility had a balance of $1,010,000 at June 30,
1998.

As of June 30, 1998, the carrying value of the Company's revolving credit
facilities approximated fair value based upon borrowing rates currently
available for debt instruments with similar remaining terms and maturities. The
Company's $750,000 revolving credit facility and notes payable are secured by
substantially all of the Company's assets. Additionally, the $500,000 and
$2,500,000 revolving credit facilities are guaranteed by two of the Company's
stockholders.

The Company's commitment agreement with the local bank for the notes payable and
revolving credit facilities contains restrictive covenants which include the
maintenance of minimum tangible net worth, as defined, and certain financial
ratios. The Company failed to meet certain covenant requirements which has
placed the Company in technical default. Consequently, the Company has
classified the entire outstanding balance of borrowings under the notes payable
and revolving credit facilities as a current liability.

7. NOTES PAYABLE

On February 28, 1995, the Company entered into a $300,000 note payable with a
local bank. The note was paid in full by the Company in February 1998. The note
payable accrued interest at a fixed rate of 9.0% and required monthly payments
of principal and interest.

On May 30, 1995, the Company entered into a $170,000 note payable with a local
bank. The note bears interest at a fixed rate of 9.75%, requires monthly
payments of principal and interest, with the balance due on May 30, 2000, and is
secured by substantially all assets of the Company. The note is payable on
demand, and accordingly, is classified as a current liability. The balance at
June 30, 1998 was $73,751.

8. RELATED PARTY TRANSACTIONS

During the nine-month period ended June 30, 1998, two stockholders provided
network and other services to the Company. Total expenses incurred by the
Company for these services totaled approximately $116,000 for the nine-month
period ended June 30, 1998. At June 30, 1998, the Company owed approximately
$152,000, to these stockholders for such services.

Revenue received from services provided to stockholders totaled approximately
$844,000 for the nine-month period ended June 30, 1998. Due from stockholders
represents amounts receivable for services provided to the stockholders.

9. LEASE COMMITMENTS

The Company leases certain office space and equipment under various lease
agreements. Rent expense of the continuing operations of the Company totaled
$183,291 for the nine-month period ended June 30, 1998.

Future minimum lease payments under noncancellable operating leases with
maturities in excess of one year related to continuing operations are as
follows:

1999 ........... $238,240
2000 ........... 240,133
2001 ........... 212,320
2002 ........... 208,969
2003 ........... 199,460
Thereafter ..... 395,841
=======

F-33

HEALTHCARE INTERCHANGE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

10. STOCKHOLDERS' EQUITY

Each share of cumulative convertible preferred stock (Preferred Stock) held and
issuable to common holders requires a $1.50 annual dividend. Preferred Stock is
redeemable, at the option of the Company, for cash of $24 per share plus unpaid
dividends quarterly. Each share of Preferred Stock is convertible, at the option
of the holder, into a share of common stock (the class of common stock the
holder already owns) upon change in control of the Company or sale of
substantially all the Company's assets, as defined in the Company's Articles of
Incorporation. The Company has reserved 31,250 shares of Class A and Class B
common stock for the purpose of effecting the conversion of the Preferred Stock.

Pursuant to an agreement between all stockholders and the Company, all preferred
and common stock outstanding is subject to certain restrictions on disposition
and transfer. The stockholder agreement requires that stockholders must first
offer shares to be sold or transferred to other stockholders and/or the Company
in accordance with terms specified in the stockholder agreement.

11. EMPLOYEE STOCK OPTION PLANS

1994 Stock Option Plan -- On March 22, 1994, the Board of Directors of the
Company adopted the 1994 Stock Option Plan (1994 Plan) pursuant to which
incentive stock options may be granted to employees or directors. Under the 1994
Plan, options to purchase 12,000 shares of Class C common stock may be granted
for a term not to exceed 10 years (five years with respect to a stockholder who
owns more than 10% of the capital stock of the Company) and must be granted
within 10 years from the date of adoption of the 1994 Plan. The exercise price
of all stock options must be at least equal to the fair market value (110% of
fair market value for a stockholder who owns more than 10% of the capital stock
of the Company) of the shares on the date granted.

1997 Stock Option Plan -- On October 30, 1997, the Company's Board of Directors
adopted a second stock option plan, the 1997 Stock Option Plan (1997 Plan). The
purpose of the 1997 Plan is to provide additional employee incentives. Under the
1997 Plan, up to 24,000 options to purchase Class C common stock may be granted.
The other significant provisions under the 1997 Plan are similar to those under
the 1994 Plan, as described above.

Aggregate information relating to stock option activity under the 1994 Plan and
1997 Plan for the nine-month period ended June 30, 1998 is as follows:

Number of shares under stock options:
Outstanding at beginning of period ......... 9,999
Granted .................................... 12,850
------
Outstanding at end of period ............... 22,849
======
Exercisable at end of period ............... 9,999
======
Weighted average exercise price:
Granted .................................... $ 100
Outstanding at end of period ............... 66.74
Exercisable at end of period ............... 24.00
=========

Aggregate information relating to stock options outstanding and stock options
exercisable at June 30, 1998 is a follows:

F-34

HEALTHCARE INTERCHANGE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

OPTIONS OUTSTANDING:

WEIGHTED AVERAGE
OUTSTANDING AT REMAINING
EXERCISE PRICE JUNE 30, 1998 CONTRACTUAL LIFE
- ---------------- ---------------- -----------------

$ 24 9,999 6.25
100 12,850 9.25
====== ====== ====
22,849
======

OPTIONS EXERCISABLE:

WEIGHTED AVERAGE
OUTSTANDING AT REMAINING
EXERCISE PRICE JUNE 30, 1998 CONTRACTUAL LIFE
- ---------------- ---------------- -----------------

$ 24 9,999 3.72
====== ===== ====

No compensation expense relating to stock option grants was recorded in the
nine-month period ended June 30, 1998 as the option exercise prices were equal
to the estimated fair value at the dates of grant.

Pro forma information regarding loss and loss per share is required by SFAS No.
123, and has been determined as if the Company had accounted for its stock
options under the fair value method of SFAS No. 123. However, the full impact of
calculating compensation cost for stock options under SFAS No. 123 is not
reflected in the pro forma net loss amounts presented below as compensation cost
does not reflect options granted prior to October 1, 1996 which vest subsequent
to that date. The fair value for options granted in the nine-month period ended
June 30, 1998 was estimated at the date of grant using a Black-Scholes option
pricing model with the following weighted average assumptions:

NINE-MONTH PERIOD
ENDED JUNE 30, 1998
--------------------

Risk-free interest rate ................ 8.5%
Dividend yield ......................... 0.0%
Volatility factor ...................... 0.0%
Weighted average expected life ......... 10 years

The Company's pro forma net loss compared to reported amounts are as follows:

NINE-MONTH PERIOD
ENDED JUNE 30, 1998
--------------------

Net loss:
As reported ........................................... $ (3,686,827)
Pro forma ............................................. (3,783,647)
Weighted average fair value per share of options granted
during the year ....................................... 56.31

12. EMPLOYEE BENEFIT PLAN

The Company maintains a qualified, contributory, 401(k) profit-sharing plan
covering substantially all employees. Employees are allowed to contribute
between 1% and 15% of their compensation to the plan, not to exceed the
statutory maximum. The plan provides for contributions by the Company of 50% of
the first 6% of an employee's salary deferral. The plan also provides for
discretionary contributions

F-35

HEALTHCARE INTERCHANGE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

by the Company in such amounts as the Board of Directors may annually determine.
There were no discretionary contributions made in the nine-month period ended
June 30, 1998. Expense associated with the plan for continuing operations of the
Company totaled $39,371 for the nine-month period ended June 30, 1998.

13. INCOME TAXES

No provision for income taxes was recorded for the nine-month period ended June
30, 1998, as substantially all income tax attributable to continuing and
discontinued operations was offset by the utilization of net operating loss
carryforwards.

The difference between the effective income tax rate applied to income from
continuing operations for financial statement purposes and the U.S. federal
income tax rate of 34% for the nine-month period ended June 30, 1998 is as
follows:

Expected provision at statutory rate .......... $ 140,610
Nondeductible meals and entertainment ......... 9,894
State income taxes ............................ 5,624
Change in valuation allowance ................. (156,128)
----------
$ --
==========

The tax effects of temporary differences that give rise to the deferred tax
assets and liability as of June 30, 1998 are as follows:

CURRENT NONCURRENT
------------- ---------------

Deferred tax assets:
Net operating loss carryforwards .................... $ -- $ 1,362,687
Provision for doubtful accounts ..................... 11,669 --
Deferred income ..................................... 21,563 --
Loss on discontinued operations ..................... 787,968 --
Other ............................................... 2,949 --
---------- ------------
824,149 1,362,687
Less valuation allowance ............................ (824,149) (1,332,185)
---------- ------------
-- 30,502
Deferred tax liability - excess of tax over financial
statement fixed assets ............................. -- (30,502)
---------- ------------
Net deferred tax asset (liability) .................. $ -- --
========== ============

SFAS No. 109 requires that a valuation allowance be established for deferred tax
assets if, based on the weight of evidence, it is more likely than not that some
portion or all of the deferred tax asset will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences become
deductible. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income, and tax planning strategies in
making this assessment. The Company has approximately $3,500,000 of net
operating loss carryforwards for income tax purposes, which will begin to expire
in the year 2009.

14. YEAR 2000

The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a "00" date"
as the year 1900 rather than the year 2000. This could result in computer

F-36

HEALTHCARE INTERCHANGE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

system failures or miscalculations causing disruptions of operations, including,
among other things, a temporary inability to process transactions or engage in
normal business activities. The Company has developed a Year 2000 remediation
plan and has begun testing and converting its computer systems and applications
in order to identify and solve significant Year 2000 issues. In addition, the
Company is discussing with its vendors the possibility of any communication
difficulties or other disruptions that may affect the Company.

15. EVENTS SUBSEQUENT TO BALANCE SHEET DATE

Sale of Company's Capital Stock -- On October 30, 1998, the Company completed
the sale of its financial transactions business to MEDE America. This
transaction was effected through the sale of the Company's capital stock to MEDE
America for cash of $11.6 million. Proceeds from the sale were used as follows:

Repayment of borrowings under revolving credit facilities and
notes payable, including accrued interest ......................... $ 2,339,990
Payment of certain accrued expenses and other liabilities ........... 1,299,982
Deposit into escrow account related to post-sale contingencies ...... 400,000
Distributions to stockholders ....................................... 7,560,028
------------
$ 11,600,000
============

Disposition of Discontinued Operations -- Prior to the closing of the sale, the
Company disposed of the assets and operations of the discontinued Televideo and
Intercare segments. Substantially all assets and a contract of Televideo were
transferred to a former employee in settlement of a legal action, and the stock
of the Televideo subsidiary was distributed to the Company's stockholders. The
assets and operations of Intercare were sold to Providers Edge Incorporated, a
corporation formed by certain former Intercare employees. The accounts payable,
accrued liabilities, and borrowings related to Televideo and Intercare were
retained by the Company.

F-37

===============================================================================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS 4,166,667 SHARES
NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, ANY OF THE
UNDERWRITERS OR BY ANY OTHER PERSON. THIS PROSPECTUS [GRAPHIC OMITTED]
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES
OTHER THAN THE SHARES OF COMMON STOCK OFFERED
HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A MEDE AMERICA
SOLICITATION OF AN OFFER TO BUY ANY OF THE CORPORATION
SECURITIES OFFERED HEREBY, TO ANY PERSON IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.

--------------------------------------
TABLE OF CONTENTS COMMON STOCK

PAGE
----

Prospectus Summary ............................ 3
Risk Factors .................................. 10
The Company ................................... 18
Use Of Proceeds ............................... 19
Dividend Policy ............................... 19
Capitalization ................................ 20
Dilution ...................................... 21
Unaudited Pro Forma Consolidated Financial
Information ................................ 22
Selected Consolidated Financial Data .......... 28
Management's Discussion And Analysis Of
Financial Condition And Results Of --------------------------
Operations ................................. 30 P R O S P E C T U S
Business ...................................... 44 , 1999
Management .................................... 56 --------------------------
Certain Transactions .......................... 62
Principal Stockholders ........................ 63
Description Of Capital Stock .................. 66
Shares Eligible For Future Sale ............... 69
Underwriting .................................. 71
Legal Matters ................................. 72
Experts ....................................... 73
Additional Information ........................ 73
Index To Financial Statements ................. F-1 SALOMON SMITH BARNEY
BEAR, STEARNS & CO. INC.
WILLIAM BLAIR & COMPANY
-----------------

UNTIL , 1999 (25 DAYS AFTER THE DATE OF THIS
PROSPECTUS) ALL DEALERS EFFECTING TRANSACTIONS IN
THE COMMON STOCK, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS DELIVERY REQUIREMENT IS IN ADDITION
TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
===============================================================================================================

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the Registrant's expenses in connection with
the issuance and distribution of the securities being registered. Except for the
SEC Registration Fee and the National Association of Securities Dealers, Inc.
("NASD") Filing Fee, the amounts listed below are estimates:

SEC Registration Fee ......................... $ 18,320
NASD Filing Fee .............................. 6,710
Nasdaq Listing Fees .......................... *
Legal Fees and Expenses ...................... 500,000
Blue Sky Fees and Expenses ................... 10,000
Accounting Fees and Expenses ................. 800,000
Printing and Engraving ....................... 300,000
Transfer Agent and Register Fees and Expenses. *
Miscellaneous ................................ *
----------
Total ........................................ $1,700,000
==========

- ----------
* To be filed by Amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Amended and Restated Certificate of Incorporation (the
"Restated Certificate") and By-laws provide that the Company shall indemnify to
the fullest extent authorized by the Delaware General Corporation Law ("DGCL"),
each person who is involved in any litigation or other proceeding because such
person is or was a director or officer of the Company or is or was serving as an
officer or director of another entity at the request of the Company, against all
expense, loss or liability reasonably incurred or suffered in connection
therewith. The Restated Certificate and By-laws provide that the right to
indemnification includes the right to be paid expenses incurred in defending any
proceeding in advance of its final disposition; provided, however, that such
advance payment will only be made upon delivery to the Company of an
undertaking, by or on behalf of the director or officer, to repay all amounts so
advanced if it is ultimately determined that such director is not entitled to
indemnification. If the Company does not pay a proper claim for indemnification
in full within 60 days after a written claim for such indemnification is
received by the Company, the Restated Certificate and Restated Bylaws authorize
the claimant to bring an action against the Company and prescribe what
constitutes a defense to such action.

Section 145 of the DGCL permits a corporation to indemnify any director or
officer of the corporation against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit or proceeding brought by reason of the fact
that such person is or was a director or officer of the corporation, and, with
respect to any criminal action or proceeding, if he or she had no reason to
believe his or her conduct was unlawful. In a derivative action, (i.e., one
brought by or on behalf of the corporation), indemnification may be made only
for expenses, actually and reasonably incurred by any director or officer in
connection with the defense or settlement of such an action or suit, if such
person acted in good faith and in a manner that he reasonably believed to be in,
or not opposed to, the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that the court in which
the action or suit was brought shall determine that the defendant is fairly and
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.

II-1

Pursuant to Section 102(b)(7) of the DGCL, the Restated Certificate
eliminates the liability of a director to the corporation or its stockholders
for monetary damages for such breach of fiduciary duty as a director, except for
liabilities arising (i) from any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) from acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL, or (iv) from any transaction from which the
director derived an improper personal benefit.

The Company expects to obtain primary and excess insurance policies
insuring the directors and officers of the Company against certain liabilities
that they may incur in their capacity as directors and officers. Under such
policies, the insurers, on behalf of the Company, may also pay amounts for which
the Company has granted indemnification to the directors or officers.

Additionally, reference is made to the Underwriting Agreement filed as
Exhibit 1.1 hereto, which provides for indemnification by the Underwriters of
the Company, its directors and officers who sign the Registration Statement and
persons who control the Company, under certain circumstances.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

In the three years preceding the filing of this Registration Statement, the
Corporation has sold the following securities that were not registered under the
Securities Act (share data prior to July 1, 1998 do not give effect to the
Reverse Stock Split):

(a) Issuances of Capital Stock

On June 27, 1995, in connection with the acquisition by the Registrant of
MEDE Ohio and a related offering, the Registrant issued an aggregate 239,956
shares of Preferred Stock and 13,999,538 shares of Common Stock to the
stockholders of the parent company of MEDE Ohio and stockholders of the
Registrant.

On December 18, 1995, in connection with their agreement to guarantee the
Registrant's obligations under a credit agreement between the Registrant and
Bank of America Illinois (the "Credit Facility"), the Registrant issued to WCAS
V, WCAS VI, Blair V and Blair LCF warrants to purchase an aggregate 240,720
shares of Common Stock at an exercise price of $1.00 per share.

On July 18, 1996, the Company issued 500 shares of Common Stock to Sharon
Hallberg, an employee of the Company, as a performance bonus.

On January 10, 1997, in connection with their agreement to guarantee
additional obligations of the Registrant under and amendment to the Credit
Facility, the Company issued to WCAS V, WCAS VI, Blair V and Blair LCF warrants
to purchase an aggregate 84,000 shares, of Common Stock at an exercise price of
$1.25 per share.

On February 14, 1997, the Company issued to WCAS CP II, for a purchase
price of $25 million, (i) a 10% Senior Subordinated Note due February 14, 2002
in the aggregate principal amount of $25,000,000 and (ii) 1,700,000 shares of
Common Stock.

On September 9, 1997, the Company issued 500 shares of Common Stock to Ed
Feltner, an employee of the Company, as a performance bonus.

On October 31, 1997, in connection with their agreement to guarantee
additional obligations of the Registrant under the amended Credit Agreement, the
Company issued to WCAS VI and Blair V warrants to purchase an aggregate 156,720
shares, of Common Stock at an exercise price of $1.25 per share.

On July 17, 1998, the Company granted to Medic the Medic Warrant to acquire
1,250,000 shares of Common Stock, at a per share exercise price equal to the
price of the Common Stock to the public in the Offering or, in the event that an
initial public offering is not completed by March 31, 1999, at an exercise price
equal to $8.00 per share. The difference between the two alternative prices
reflects, in the Company's view, the incremental value of a share of Common
Stock resulting from the Offering and the concurrent Recapitalization. The Medic
Warrant vests over a two year period and may be exercised up to five years after
the date of grant.

II-2

On October 7, 1998, in connection with their agreement to extend their
guaranty of the Registrant's obligations under the Credit Facility to cover an
additional $16 million of indebtedness, the Registrant issued to WCAS V and
Blair V warrants to purchase an aggregate 84,050 shares of Common Stock at a per
share price equal to the price of the Common Stock to the public in the Offering
or, in the event that an initial public offering is not completed by March 31,
1999, at an exercise price equal to $8.00 per share. The warrants are
immediately exercisable and may be exercised up to five years from the date of
grant.

(b) Certain Grants and Exercises of Stock Options

The MEDE America Corporation and its Subsidiaries Stock Option and
Restricted Stock Purchase Plan was adopted by the Registrant's Board of
Directors on March 22, 1995. As of November 30, 1998 and prior to giving effect
to the Reverse Stock Split, options to purchase up to an aggregate 3,351,000
shares of Common Stock, had been granted to employees of the Registrant and its
subsidiaries thereunder, of which options to purchase up to an aggregate
2,212,600 shares of Common Stock, at a weighted average exercise price of $1.09
per share, were outstanding as of such date. The Company has issued an aggregate
349,400 shares of Common Stock upon the exercise of such options.

The securities issued in the foregoing transactions in paragraphs (a) and
(b) above were offered and sold in reliance upon exemptions from Securities Act
registration set forth in Section 4(2) of the Securities Act, or any regulations
promulgated thereunder, relating to sales by an issuer not involving a public
offering. No underwriters were involved in the foregoing sales of securities.

The sale and issuance of the above securities were deemed to be exempt from
registration under the Securities Act in reliance on Section 4(2) of the
Securities Act, or Regulation D promulgated thereunder, or Rule 701 promulgated
under Section 3(b) of the Securities Act, as transactions by an issuer not
involving a public offering or transactions pursuant to compensatory benefit
plans and contracts relating to compensation as provided under such Rule 701.
The recipients of securities in each such transaction represented their
intention to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof and appropriate legends
were affixed to the share certificates and instruments issued in such
transactions. All recipients had adequate access, through their relationships
with the Company, to information about the Registrant.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

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

II-3

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

4.4 + -- Warrant Agreement dated as of January 10, 1997 among MEDE AMERICA
Corporation, Welsh, Carson, Anderson & Stowe V, L.P., Welsh,
Carson Anderson & Stowe VI, L.P., William Blair Leveraged Capital
Fund Limited Partnership and William Blair Capital Part- ners V,
L.P., and Warrants issued thereunder.
4.5 + -- Warrant Agreement dated as of December 18, 1995 among MEDE
AMERICA Corpora- tion, Welsh, Carson, Anderson & Stowe V, L.P.,
Welsh, Carson Anderson & Stowe VI, L.P., William Blair Leveraged
Capital Fund Limited Partnership and William Blair Capital
Partners V, L.P., and Warrants issued thereunder.
4.6 + -- Registration Rights Agreement, dated as of February 14, 1997
between MEDE AMERICA Corporation and WCAS Capital Partners II,
L.P.
4.7 + -- Warrant, dated as of July 17, 1998, issued by MEDE AMERICA
Corporation to Medic Computer Systems, Inc.
4.8 + -- Registration Rights Agreement, dated as of July 17, 1998 between
MEDE AMERICA Cor- poration and Medic Computer Systems, Inc.
4.9 + -- Stockholders Agreement, dated as of July 17, 1998 among Medic
Computer Systems, Inc., Welsh, Carson, Anderson & Stowe V, L.P.,
Welsh, Carson, Anderson & Stowe VI, L.P., William Blair Capital
Partners V, L.P., WCAS Capital Partners II, L.P., and William
Blair Leveraged Capital Fund Limited Partnership.
4.10+ -- Investment Agreement, dated as of July 17, 1998 between MEDE
AMERICA Corporation and Medic Computer Systems, Inc.
4.11+ -- Warrant Agreement dated as of October 7, 1998 among MEDE
AMERICA Corporation, Welsh, Carson Anderson & Stowe VI, L.P.,
William Blair Leveraged Capital Fund Limited Partnership and
William Blair Capital Partners V.I.P., and Warrants issued
thereunder.
5.1 -- Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol, with
respect to the legality of securities being registered.
10.1 + -- MEDE AMERICA Corporation and Its Subsidiaries Stock Option and
Restricted Stock Purchase Plan as amended.
10.2 + -- Credit Agreement between MEDE AMERICA Corporation and Bank of
America Illinois dated as of December 18, 1995 as amended, with
accompanying guarantees.
10.3 + -- Form of Indemnification Agreement between MEDE AMERICA
Corporation and Directors thereof.
10.4 + -- Agreement of Lease dated as of October 15, 1991 between HMCC
Associates and MedE America, Inc.
10.5 + -- Lease Agreement dated as of July 10, 1995 as amended January 3,
1997 between T&J Enter- prises, LLC and Electronic Claims &
Funding, Inc.
10.6 + -- Letter dated January 8, 1999 from Nationsbank N.A. to MEDE
AMERICA Corporation, re- garding the proposed credit facility.
10.7 + -- Form of Non-Competition, Non-Solicitation and Confidentiality
Agreement between MEDE AMERICA Corporation and Employees.
10.8 -- MEDE AMERICA Corporation and Its Subsidiaries 1998 Stock Option
and Restricted Stock Purchase Plan.
10.9** -- Transaction Processing Agreement, dated as of July 17, 1998
between MEDE AMERICA Cor- poration and Medic Computer Systems,
Inc.
10.10+ -- MEDE AMERICA Corporation 1998 Employee Stock Purchase Plan.
10.11+ -- Fifth Amendment To Credit Agreement dated as of October 7, 1998
between MEDE AMERICA Corporation and Bank of America National
Trust and Savings Association.
10.12+ -- Sixth Amendment to Credit Agreement dated as of December 15,
1998 between MEDE AMERICA Corporation and Bank of America
National Trust and Savings Association.
10.13+ -- Stock Purchase Agrement, dated as of October 20, 1998 among MEDE
AMERICA Corporation and the Stockholders of Healthcare
Interchange, Inc. named in Schedule I thereto.
10.14+ -- Letter Agreement dated as of January 8, 1999 between MEDE AMERICA
Corporation and Bank of America Illinois.

II-4

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

10.15 -- Credit Agreement, dated as of January 26, 1999, among MEDE
AMERICA Corporation, MEDE AMERICA Corporation of Ohio, Healthcare
Interchange, Inc., the Initial Lenders named therein,
NationsBank, N.A., and NationsBanc Montgomery Securities LLC.

21.1+ -- Subsidiaries of the Company.
23.1 -- Consent of Deloitte & Touche LLP, independent accountants.
23.2 -- Consent of Deloitte & Touche LLP, independent accountants.
23.3 -- Consent of KPMG LLP, independent accountants.
23.4* -- Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (see
Exhibit 5.1).
24.1+ -- Power of Attorney.
27.1+ -- Financial Data Schedule.

- ----------
* To be filed by amendment.
** Confidential treatment requested.
+ Previously filed.

(b) Financial Statement Schedules
Schedule II -- Valuation and Qualifying Accounts

ITEM 17. UNDERTAKINGS

(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under "Item
14-Indemnification of Directors and Officers" above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(b) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(c) The undersigned Registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, on January 28, 1999.

MEDE AMERICA CORPORATION

By: /s/ THOMAS P. STAUDT
------------------------------
Thomas P. Staudt
President and
Chief Executive Officer

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

SIGNATURES TITLE DATE
- --------------------------- --------------------------------------- -----------------

/s/ THOMAS P. STAUDT President and Chief Executive January 28, 1999
- ------------------------- Officer(Principal executive
Thomas P. Staudt officer); Director

/s/ THOMAS P. STAUDT* Chief Financial Officer (Principal January 28, 1999
- ------------------------- financial and accounting officer)
Richard P. Bankosky

/s/ THOMAS P. STAUDT* Director January 28, 1999
- -------------------------
Thomas E. McInerney

/s/ THOMAS P. STAUDT* Director January 28, 1999
- -------------------------
Anthony J. de Nicola

/s/ THOMAS P. STAUDT* Director January 28, 1999
- -------------------------
Timothy M. Murray

- ----------
* As attorney-in-fact.

II-6

SCHEDULE II

MEDE AMERICA CORPORATION AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ---------------------------------- ------------ -------------------------- ----------------- -----------
ADDITIONS
--------------------------
CHARGED TO

BALANCE AT CHARGED TO OTHER BALANCE AT
BEGINNING COST AND ACCOUNTS- DEDUCTIONS END OF
DESCRIPTIONS OF PERIOD EXPENSES DESCRIBE -DESCRIBE PERIOD
- ---------------------------------- ------------ ------------ ----------- ----------------- -----------
(IN THOUSANDS)

Year ended June 30, 1996 -
Allowance for bad debts ......... $1,386 $406 $-- $ 392 (1) $1,400
====== ==== === ======== ======
Year ended June 30, 1997 -

Allowance for bad debts ......... $1,400 $316 $-- $ -- (1) $1,716
====== ==== === ======== ======
Year ended June 30, 1998 -

Allowance for bad debts ......... $1,716 $464 $-- $ 1,183 (1) $ 997
====== ==== === ======== ======

- ----------
(1) Amounts written off.

S-1

EXHIBIT INDEX

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

1.1+ -- Form of Underwriting Agreement.
2.1+ -- Asset Purchase Agreement among MEDE AMERICA Corporation,
General Computer Corporation, Time-Share Computer Systems, et al,
dated as of February 3, 1997.
2.2+ -- Asset Purchase Agreement among MEDE AMERICA Corporation,
General Computer Corporation, The Stockton Group, et al, dated as
of October 20, 1997.
3.1+ -- Certificate of Incorporation of the Registrant as amended.
3.2+ -- Amended and Restated Certificate of Incorporation of the Registrant.
3.3+ -- Amended Bylaws of the Registrant.
3.4+ -- Agreement and Plan of Merger, dated as of May 17, 1995, between MEDE AMERICA
Corporation and GENCC Holdings Corporation.
3.5 -- Amendment to Certificate of Incorporation of the Registrant
4.1+ -- Specimen certificate for shares of Common Stock.
4.2+ -- Note and Share Purchase Agreement between MEDE AMERICA
Corporation and WCAS Capital Partners II, L.P., dated as of
February 14, 1997.
4.3+ -- Warrant Agreement dated as of October 31, 1997 among MEDE AMERICA Corporation,
Welsh, Carson, Anderson & Stowe V, L.P., Welsh, Carson Anderson & Stowe VI, L.P.,
William Blair Leveraged Capital Fund Limited Partnership and William Blair Capital Part-
ners V, L.P., and Warrants issued thereunder.
4.4 + -- Warrant Agreement dated as of January 10, 1997 among MEDE AMERICA
Corporation, Welsh, Carson, Anderson & Stowe V, L.P., Welsh,
Carson Anderson & Stowe VI, L.P., William Blair Leveraged Capital
Fund Limited Partnership and William Blair Capital Part- ners V,
L.P., and Warrants issued thereunder.
4.5 + -- Warrant Agreement dated as of December 18, 1995 among MEDE
AMERICA Corpora- tion, Welsh, Carson, Anderson & Stowe V, L.P.,
Welsh, Carson Anderson & Stowe VI, L.P., William Blair Leveraged
Capital Fund Limited Partnership and William Blair Capital
Partners V, L.P., and Warrants issued thereunder.
4.6 + -- Registration Rights Agreement, dated as of February 14, 1997
between MEDE AMERICA Corporation and WCAS Capital Partners II,
L.P.
4.7 + -- Warrant, dated as of July 17, 1998, issued by MEDE AMERICA
Corporation to Medic Computer Systems, Inc.
4.8 + -- Registration Rights Agreement, dated as of July 17, 1998 between
MEDE AMERICA Cor- poration and Medic Computer Systems, Inc.
4.9 + -- Stockholders Agreement, dated as of July 17, 1998 among Medic
Computer Systems, Inc., Welsh, Carson, Anderson & Stowe V, L.P.,
Welsh, Carson, Anderson & Stowe VI, L.P., William Blair Capital
Partners V, L.P., WCAS Capital Partners II, L.P., and William
Blair Leveraged Capital Fund Limited Partnership.
4.10+ -- Investment Agreement, dated as of July 17, 1998 between MEDE
AMERICA Corporation and Medic Computer Systems, Inc.
4.11+ -- Warrant Agreement dated as of October 7, 1998 among MEDE
AMERICA Corporation, Welsh, Carson Anderson & Stowe VI, L.P.,
William Blair Leveraged Capital Fund Limited Partnership and
William Blair Capital Partners V.I.P., and Warrants issued
thereunder.
5.1 -- Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol, with
respect to the legality of securities being registered.
10.1 + -- MEDE AMERICA Corporation and Its Subsidiaries Stock Option and
Restricted Stock Purchase Plan as amended.

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

10.2 + -- Credit Agreement between MEDE AMERICA Corporation and Bank of
America Illinois dated as of December 18, 1995 as amended, with
accompanying guarantees.
10.3 + -- Form of Indemnification Agreement between MEDE AMERICA
Corporation and Directors thereof.
10.4 + -- Agreement of Lease dated as of October 15, 1991 between HMCC
Associates and MedE America, Inc.
10.5 + -- Lease Agreement dated as of July 10, 1995 as amended January 3,
1997 between T&J Enter- prises, LLC and Electronic Claims &
Funding, Inc.
10.6 + -- Letter dated January 8, 1999 from Nationsbank N.A. to MEDE
AMERICA Corporation, re- garding the proposed credit facility.
10.7 + -- Form of Non-Competition, Non-Solicitation and Confidentiality
Agreement between MEDE AMERICA Corporation and Employees.
10.8 -- MEDE AMERICA Corporation and Its Subsidiaries 1998 Stock Option
and Restricted Stock Purchase Plan.
10.9** -- Transaction Processing Agreement, dated as of July 17, 1998
between MEDE AMERICA Cor- poration and Medic Computer Systems,
Inc.
10.10+ -- MEDE AMERICA Corporation 1998 Employee Stock Purchase Plan.
10.11+ -- Fifth Amendment To Credit Agreement dated as of October 7, 1998
between MEDE AMERICA Corporation and Bank of America National
Trust and Savings Association.
10.12+ -- Sixth Amendment to Credit Agreement dated as of December 15,
1998 between MEDE AMERICA Corporation and Bank of America
National Trust and Savings Association.
10.13+ -- Stock Purchase Agrement, dated as of October 20, 1998 among MEDE
AMERICA Corporation and the Stockholders of Healthcare
Interchange, Inc. named in Schedule I thereto.
10.14+ -- Letter Agreement dated as of January 8, 1999 between MEDE AMERICA
Corporation and Bank of America Illinois.
10.15 -- Credit Agreement, dated as of January 26, 1999, among MEDE
AMERICA Corporation, MEDE AMERICA Corporation of Ohio, Healthcare
Interchange, Inc., the Initial Lenders named therein,
NationsBank, N.A., and NationsBanc Montgomery Securities LLC.
21.1+ -- Subsidiaries of the Company.
23.1 -- Consent of Deloitte & Touche LLP, independent accountants.
23.2 -- Consent of Deloitte & Touche LLP, independent accountants.
23.3 -- Consent of KPMG LLP, independent accountants.
23.4 -- Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (see
Exhibit 5.1).
24.1+ -- Power of Attorney.
27.1+ -- Financial Data Schedule.

- ----------
* To be filed by amendment.
** Confidential treatment requested.
+ Previously filed.