MED DIVERSIFIED INC
EX-10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>10
<FILENAME>a2084588zex-10_5.txt
<DESCRIPTION>EX-10.5
<TEXT>
<Page>

                                                                    Exhibit 10.5


                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE

         This Settlement Agreement and Mutual Release ("Agreement") is made and
entered into as of this 28th day of November, 2000, by and among e-MedSoft.com,
on the one hand (hereinafter `The Parties of the First Part" or "MED"), and
StartNest, LLC., on the other hand (hereinafter "The Parties of the Second Part"
or "StartNest"), with reference to the following facts:

                                    RECITALS

         StartNest and MED have had an investment-related and services-related
dispute, and they wish to settle this and all disputes between them.

                                    AGREEMENT

         NOW THEREFORE, in consideration of the mutual agreements of the
Parties, it is hereby agreed as follows:

         1. LOAN PAYMENT.

                  Immediately upon the execution of this Agreement, MED shall
loan to StartNest the principal sum of $ 1,000,000 in the manner set out in the
Promissory Note appended hereto as Exhibit "A" (hereinafter "Loan Payment"). All
legal obligations in connection with such Loan Payment shall be precisely as set
forth in the Promissory Note appended hereto as Exhibit "A."

         2. DELIVERY AND REGISTRATION OF SHARES.

                  Immediately upon the execution of this Agreement, MED shall
deliver a total of 1,000,000 shares of its stock (the "Settlement Shares").
Within 30 days from the date hereof, or as soon thereafter as is practicable,
MED shall file a registration statement with the Securities and Exchange
Commission ("SEC') covering the Settlement Shares and shall use reasonable
efforts to cause such registration statement to be declared effective by the SEC
as soon as practicable. MED shall cause such registration statement to remain
effective for one (1) year.

         3. SHARE CONDITIONS.

                  The Settlement Shares, and an additional 400,000 shares owned
by StartNest, must be kept in trading accounts with a reputable brokerage firm
(including but not limited to Dreyfus) provided that StartNest hereby promises
that the following sale restrictions shall be followed in perpetuity: Any sale,
resale, short-sale, hedging transaction or other transaction other than outright
buying of MED stock (collectively "sale transaction") in which the public
marketplace is utilized to obtain the monies necessary to complete the sale
transaction shall be limited as follows: (a) StartNest shall not in any trading
day engage in a sale transaction in which StartNest sells more than the 7,000
shares; and (b) StartNest may at its discretion, notwithstanding subsection 3(a)
above and notwithstanding any other fact or circumstance, engage in a sale
transaction in which it sells up to 50,000 shares per trading day in any sale
<Page>

transaction occurring at a time when the public trading price of MED is above
$20 per share. StartNest agrees to at all times comply with all applicable
requirements, laws and regulations with respect to all transactions appertaining
or relating to the trading of stock in MED.

         The certificates representing the Settlement Shares shall bear
appropriate legends reflecting the restrictions on transfer imposed by law as
well as the volume restrictions provided for in this paragraph 3.

         4. MUTUAL RELEASES.

                  a. Excepting the obligations set out in this Agreement, the
Parties of the First Part, for themselves and for their shareholders, officers,
directors, legal predecessors, successors, assigns, and those who at any time
purport for any reason to be acting in association with them or on their behalf
do hereby forever and finally release, relieve, acquit, remise, absolve and
discharge the Parties of the Second Part and their respective past and present
parents, employees, officers, partners, associates, affiliates, subsidiaries,
related companies, joint venture partners, directors, agents, representatives,
attorneys, shareholders, spouses, and children from any and all losses, claims,
debts, liabilities, demands, obligations, promises, acts, omissions, agreements,
costs and expenses, damages, injuries, suits, actions and causes of action, of
whatever kind or nature, whether known or unknown, suspected or unsuspected,
contingent or fixed, that the Parties of the First Part may have against the
Parties of the Second Part(or against their past and present employees,
officers, partners, associates, affiliates, subsidiaries, related companies,
joint venture partners, directors, agents, representatives, attorneys,
shareholders, spouses and/or children) based upon, related to, or by reason of
any matter, cause, fact, act or omission occurring or arising at any moment from
the beginning of time to the last date of execution hereof, including, without
limitation matters existing by reason of any contract (express or implied in
fact or implied in law), lien, liability, cause, fact, thing, act or omission
whatever, occurring or existing at any time to and including the last date of
execution hereof. Each person released by operation of this Agreement is an
intended third party beneficiary of this Agreement.

                  b. Excepting the obligations set out in this Agreement, the
Parties of the Second Part, for themselves and for their shareholders, officers,
directors, legal predecessors, successors, assigns, and those who at any time
purport for any reason to be acting in association with them or on their behalf,
does hereby forever and finally release, relieve, acquit, remise, absolve and
discharge the Parties of the First Part and their respective past and present
parents, employees, officers, partners, associates, affiliates, subsidiaries,
related companies, joint venture partners, directors, agents, representatives,
attorneys, shareholders, spouses, and children from any and all losses, claims,
debts, liabilities, demands, obligations, promises, acts, omissions, agreements,
costs and expenses, damages, injuries, suits, actions and causes of action, of
whatever kind or nature, whether known or unknown, suspected or unsuspected,
contingent or fixed, that the Parties of the Second Part may have against the
Parties of the First Part(or against their past and present employees, officers,
partners, associates, affiliates, subsidiaries, related companies, joint venture
partners, directors, agents, representatives, attorneys, shareholders, spouses
and/or children) based upon, related to, or by reason of any matter, cause,
fact, act or omission occurring or arising at any moment from the beginning of
time to the last date of execution hereof, including, without limitation matters
existing by reason of any contract


                                       2
<Page>

(express or implied in fact or implied in law), lien, liability, cause, fact,
thing, act or omission whatever, occurring or existing at any time to and
including the last date of execution hereof. Each person released by operation
of this Agreement is an intended third party beneficiary of this Agreement.

                  c. As used herein, the term "related companies" shall mean any
person or company that a person released by operation of this Agreement has an
ownership interest in or a legal affiliation with, whether that interest or
legal affiliation is held or reflected as a partnership interest (in the case of
a partnership), a membership interest (in the case of a limited liability
company), a stock interest (in the case of a corporation), a joint venture
interest (in the case of other contractual relationships) or any other interest
recognized under the law, it being the intention of the parties that all
"related companies" of the persons released above shall by this document be
released as well from any liability and shall receive the same protection under
this Agreement as has been provided to the persons actually named herein.

         5. FINALITY AND SCOPE OF RELEASES. The patties hereto acknowledge and
agree that it is their intention, through this Agreement and the releases set
forth above, to fully, finally and forever settle and release each other from
all those matters released herein, and all claims related thereto, which do now
exist, may exist or heretofore have existed or may hereafter exist. It is the
intent of the parties to this Agreement to release each other from claims or
causes of action arising from facts that were willfully, wrongfully, or
tortuously concealed from the aggrieved party.

         6. RELEASES OF UNKNOWN OR UNSUSPECTED CLAIMS. The parties have been
informed by their respective attorneys and advisors about California Civil Code
section 1542, and the parties acknowledge that they are familiar with and hereby
expressly waive the provisions of this section, and any similar statute, code,
law or regulation of any state in the united states to the fullest extent that
they may waive such rights and benefits. Section 1542 of the California Civil
Code provides:

                  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
                  DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
                  EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

         7. FINAL ACCORD AND SATISFACTION. This Agreement and the releases
contained herein are intended to be final and binding between the parties hereto
and are further to be effective as a full and final accord and satisfaction
between the parties hereto, and each party to this Agreement expressly relies on
the finality of this Agreement as a substantial, material factor inducing that
party's execution of this Agreement.


                                       3

<Page>

         8. GENERALITY AND SPECIFICITY OF RELEASES: COVENANT NOT TO SUE OR MAKE
CLAIMS.

                  The parties hereto intend these releases to be construed in
the broadest possible terms so that the effect of this Agreement is that the
persons released hereby may not be sued by the persons releasing them hereby,
whether directly or indirectly, and no claims may be made related to such
releases whether by way of offset or otherwise or indeed in any manner and for
any reason, under any theory of fact under any theory of law, under any alleged
set of facts, under any alleged reading of the law and under or pursuant to any
claim of any kind, including (without limitation) claims for negligence, breach
of contract, fraud, theft, breach of fiduciary duty, lender liability and indeed
for say of the disputes set out in any of the recitals set forth above.

         9. REPRESENTATIONS AND WARRANTIES. The parties hereto further represent
and warrant to one another as follows:

                  a. Each party is the sole and lawful owner of all right, title
and interest in and to every claim and other matter which the party releases
herein or which the party assigns herein, and said party has not heretofore
assigned or transferred or purported to assign or transfer to any person, firm
or entity any claims or other matters herein released or assigned herein. Each
party agrees to defend and indemnify each other party against any claim based
on, arising out of, or in connection with, any such transfer or assignment or
purported transfer or assignment in violation of this representation.

                  b. Each party hereto has received independent legal advice
from attorneys of that party's choice with regard to the advisability of
execution of this Agreement and the releases provided for hereinabove. Prior to
the execution of this Agreement by each party, that party's attorney reviewed
this Agreement and discussed the Agreement with the party, and the party has
made all desired changes.

                  c. All parties signing below in representative capacities have
actual authority to execute this Agreement.

                  d. All parties to this understand that until the Registration
Statement contemplated in paragraph 2 hereof is declared effective, the shares
have been qualified with any state securities authority, the shares of common
stock of MED covered by this agreement, may not be offered, sold or otherwise
transferred, assigned, placed or hypothecated unless MED has received an opinion
of counsel satisfactory to it and its counsel that such registration and
qualification is not required.

                  e. StartNest has substantial experience in evaluating and
investing in private equity transactions in companies similar to MED so that it
is capable of evaluating the merits and risks of its investment in MED and has
the capacity to protect its own interest. StartNest understands that it must
bear the economic risk of this investment indefinitely unless the shares are
registered pursuant to the Securities Act or an exemption from registration is
available.


                                       4
<Page>

                  f. StartNest is acquiring the shares covered by this agreement
for its own account for investment only, and not with a view towards
distribution.

                  g. StartNest represents that it is an accredited investor
within the meaning of Regulation D under the Securities Act

                  h. StartNest has received and read the financial statements
for MED and has had an opportunity to discuss MED's business, management and
financial affairs with management of MED and has had the opportunity to review
MED's operations and facilities. StartNest has also had the opportunity to ask
questions of, and receive answers from, MED and its Management regarding the
terms and conditions of its investment in the securities of MED.

     10. MISCELLANEOUS PROVISIONS

                  a. This Agreement may be signed in counterparts, any two
signatures of which shall constitute a binding and enforceable agreement as
between or among each of the signatories hereto.

                  b. The headings of this Agreement are inserted for convenience
and shall not affect the meaning or interpretation of this Agreement or any
provisions hereof.

                  c. This Agreement, and any attachments, and the term and
conditions contained therein, are each made an integral part of this Agreement
by this reference as though fully set forth in this Agreement. Recitals am also
incorporated by this reference. The masculine shall include the feminine and the
neuter, and the plural and singular shall be used interchangeably so that the
meaning of this Agreement may be affected properly.

                  d. This Agreement (including the exhibits hereto) and any
agreements incorporated herein by reference constitute the entire agreement
between the parties pertaining to the subject matter contained herein and
supersede any and all prior and contemporaneous agreements, representations and
understandings (whether oral, written or both) of the parties with respect to
the subject matter hereof. In the case of this Agreement, there have been no
prior or contemporaneous agreements, representations and understandings between
or among the parties hereto, and the only agreement that formed the topic of
negotiations and discussions is contained herein. All prior negotiations,
agreements, understandings and statements made between the parties hereto which
have occurred on any subject at any time prior to the execution of this
Agreement with regard to the subject matter of this Agreement are hereby
superseded and merged into this integrated Agreement. Neither this Agreement nor
any term hereof may be changed, waived, discharged or terminated, except by a
subsequent amendment in writing signed by all parties hereto. Accordingly, this
Agreement may not be so modified by a writing that is unsigned by one or all of
the parties hereto and this Agreement may not be modified by any oral amendment,
oral agreement or other oral modification. In fact, any oral amendment and/or
written modification that remains unsigned by all parties hereto is invalid in
that the parties intend that there is no consideration for any future promises
that are not contained in writing and the parties hereto specifically agree that
this be the case.


                                       5
<Page>

                  e. All representations and warranties contained herein shall
survive the execution and delivery of this Agreement, are material and have
been, or will be relied upon by the parties, notwithstanding any investigation
made by the parties or on behalf of them.

                  f. This Agreement shall be construed and governed by the laws
of the State of California. The parties hereby consent to the jurisdiction of
the federal and state courts located in Los Angeles, California, for any action
or suit arising out of this Agreement, and waive any defense to such
jurisdiction, including, without limitation, any defense based on venue or
inconvenient forum

                  g. The parties hereby acknowledge and agree that they have
received independent legal advice from attorneys of their choice with regard to
the advisability of execution of this Agreement and the releases provided for
hereinabove. Prior to the execution of this Agreement by each party, that
party's attorney reviewed this Agreement and discussed the Agreement with the
party, and the party has made all desired changes.

                  h. This Agreement shall not constitute or be construed as an
admission of wrongdoing or liability by any party hereto, the same being denied.

                  i. All agreements, acknowledgments, warranties,
representations and recitals hereunder shall -- in addition to their express
characterization hereunder -- constitute recitals under the California Evidence
Code and as such all agreements, acknowledgments, warranties, representations
and recitals hereunder shall be and are conclusively deemed to be true and
binding upon the party hereto under the provisions of California Evidence Code,
section 622.

                  j. This Agreement may not be assigned, in whole or part, by
any party hereto to any other person.

         WHEREFORE, the parties have executed this Agreement as of the date set
forth above intending to be legally bound to the terms and conditions of this
Agreement.

E-MEDSOFT.COM                              STARTNEST, INC.


By:________________________                By:  Paramjeet S. Dargan
                                               _______________________
     JOHN F.  ANDREWS,                         _______________________
     President and CEO                              General Partner
                                               _______________________


                                       6
<Page>

                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE

         This Settlement Agreement and Mutual Release ("Agreement") is mad and
entered into as of the 28th day of November, 2000, by and among the Investor
identified in the signature block below (hereinafter the Parties of the First
Part"), and StartNest, LLC, on the other hand (hereinafter "The Parties of the
Second Part" or "StartNest"), with reference to the following facts:

                                    RECITALS

         StartNest and the Parties of the First Part have had an
investment-related dispute, and they wish to settle this and all disputes
between them.

                                    AGREEMENT

         NOW THEREFORE, in consideration of the mutual agreements of the
Parties, it is hereby agreed as follows:

         1. DELIVERY OF SHARES.

                  Immediately upon the execution of this Agreement, the Parties
of the First Part shall arrange for the delivery to StartNest of a total of
400,000 shares of E-MEDSOFT.COM (AMEX:MED). At the time they are issued, such
shares shall be restricted shares within the meaning of Rule 144 and all similar
rules and regulations.

         2. MUTUAL RELEASES.

                  a. Excepting the obligations set out in this Agreement, the
Parties of the First Part, for themselves and for their shareholders, officers,
directors, legal predecessors, successors, assigns, and those who at any time
purport for any reason to be acting in association with them or on their behalf,
do hereby forever and finally release, relieve, acquit, remise, absolve and
discharge the Parties of the Second Part and their respective past and present
parents, employees, officers, partners, associates, affiliates, subsidiaries,
related companies, joint venture partners, directors, agents, representatives,
attorneys, shareholders, spouses, and children from any and all losses, claims,
debts, liabilities, demands, obligations, promises, acts, omissions, agreements,
costs and expenses, damages, injuries, suits, actions and causes of action, of
whatever kind or nature, whether known or unknown, suspected or unsuspected,
contingent or fixed, that the Parties of the First Part may have against the
Parties of the Second Part(or against their past and present employees,
officers, partners, associates, affiliates, subsidiaries, related companies,
joint venture partners, directors, agents, representatives, attorneys,
shareholders, spouses and/or children) based upon, related to, or by reason of
any matter, cause, fact, act or omission occurring or arising at any moment from
the beginning of time to the last date of execution hereof, including, without
limitation matters existing by reason of any contract (express or implied in
fact or implied in law), lien, liability, cause, fact, thing, act or omission
whatever, occurring or existing at any time to and including the last date of
execution hereof. Each person released by operation of this Agreement is an
intended third party beneficiary of this Agreement.
<Page>

                  b. Excepting the obligations set out in this Agreement, the
Parties of the Second Part, for themselves and for their shareholders, officers,
directors, legal predecessors, successors, assigns, and those who at any time
purport for any reason to be acting in association with them or on their behalf,
does hereby forever and finally release, relieve, acquit, remise, absolve and
discharge the Parties of the First Part and their respective past and present
parents, employees, officers, partners, associates, affiliates, subsidiaries,
related companies, joint venture partners, directors, agents, representatives,
attorneys, shareholders, spouses, and children from any and all losses, claims,
debts, liabilities, demands, obligations, promises, acts, omissions, agreements,
costs and expenses, damages, injuries, suits, actions and causes of action, of
whatever kind or nature, whether known or unknown, suspected or unsuspected,
contingent or fixed, that the Parties of the Second Part may have against the
Parties of the First Part (or against their past and present employees,
officers, partners, associates, affiliates, subsidiaries, related companies,
joint venture partners, directors, agents, representatives, attorneys,
shareholders, spouses and/or children) based upon, related to, or by reason of
any matter, cause, fact, act or omission occurring or arising at any moment from
the beginning of time to the last date of execution hereof, including, without
limitation matters existing by reason of any contract (express or implied in
fact or implied in law), lien, liability, cause, fact, thing, act or omission
whatever, occurring or existing at any time to and including the last date of
execution hereof. Each person released by operation of this Agreement is an
intended third party beneficiary of this Agreement.

                  c. As used herein, the term "related companies" shall mean any
person or company that a person released by operation of this Agreement has an
ownership interest in or a legal affiliation with, whether that interest or
legal affiliation is held or reflected as a partnership interest (in the case of
a partnership), a membership interest (in the case of a limited liability
company), a stock interest (in the case of a corporation), a joint venture
interest (in the case of other contractual relationships) or any other interest
recognized under the law, it being the intention of the parties that all
"related companies" of the persons released above shall by this document be
released as well from any liability and shall receive the same protection under
this Agreement as has been provided to the persons actually named herein.

         3. FINALITY AND SCOPE OF RELEASES. The parties hereto acknowledge and
agree that it is their intention, through this Agreement and the releases set
forth above, to fully, finally and forever settle and release each other from
all those matters released herein, and all claims related thereto, which do now
exist, nay exist or heretofore have existed or may hereafter exist. It is the
intent of the parties to this Agreement to release each other from claims or
causes of action arising from facts that were willfully, wrongfully, or
tortuously concealed from the aggrieved party.

         4. RELEASES OF UNKNOWN OR UNSUSPECTED CLAIMS. The parties have been
Informed by their respective attorneys and advisors about California Civil Code
section 1542, and the parties acknowledge that they are familiar with and hereby
expressly waive the provisions of this section, and any similar statute, code,
law or regulation of any state in the united states to the fullest extent that
they may waive such rights and benefits. Section 1542 of the California Civil
Code provides:


                                       2
<Page>

                  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
                  DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
                  EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

         5. FINAL ACCORD AND SATISFACTION. This Agreement and the releases
contained herein are intended to be final and binding between the parties hereto
and are further to be effective as a full and final accord and satisfaction
between the parties hereto, and each party to this Agreement expressly relies on
the finality of this Agreement as a substantial, material factor inducing that
party's execution of this Agreement.

         6. GENERALITY AND SPECIFICITY OF RELEASES: COVENANT NOT TO SUE OR
MAKE CLAIMS. The parties hereto intend these releases to be construed in the
broadest possible terms so that the effect of this Agreement is that the
persons released hereby may not be sued by the persons releasing them hereby,
whether directly or indirectly, and no claims may be made related to such
releases whether by way of offset or otherwise or indeed in any manner and
for any reason, under any theory of fact, under any theory of law, under any
alleged set of facts, under any alleged reading of the law and under or
pursuant to any claim of any kind, including (without limitation) claims for
negligence, breach of contract, fraud, theft, breach of fiduciary duty,
lender liability and indeed for any of the disputes set out in any of the
recitals set forth above.

         7. REPRESENTATIONS AND WARRANTIES. The parties hereto further represent
and warrant to one another as follows:

                  a. Each party is the sole and lawful owner of all right, title
and interest in and to every claim and other matter which the party releases
herein or which the party assigns herein, and said party has not heretofore
assigned or transferred or purported to assign or transfer to any person, firm
or entity any claims or other matters herein released or assigned herein. Each
party agrees to defend and indemnify each other party against any claim based
on, arising out of, or in connection with, any such transfer or assignment or
purported transfer or assignment in violation of this representation.

                  b. Each party hereto has received independent legal advice
from attorneys of that party's choice with regard to the advisability of
execution of this Agreement and the releases provided for hereinabove. Prior to
the execution of this Agreement by each party, that party's attorney reviewed
this Agreement and discussed the Agreement with the party, and the party has
made all desired changes.

                  c. All parties signing below in representative capacities have
actual authority to execute this Agreement.


                                       3
<Page>

                  d. All parties to this understand that until a registration
statement covering the shares delivered under this Agreement is declared
effective, and have been qualified with any applicable state securities
authority, the shares of common stock of MED covered by this Agreement may not
be offered, sold or otherwise transferred, assigned, placed or hypothecated
unless MED has received an opinion of counsel satisfactory to it and its counsel
that such registration and qualification is not required.

                  e. StartNest has substantial experience in evaluating and
investing in private equity transactions in companies similar to MED so that it
is capable of evaluating the merits and risks of its investment in MED and has
the capacity to protect its own interest. StartNest understands that it must
bear the economic risk of its investment in MED indefinitely unless the
securities representing its investment are registered pursuant to the Securities
Act or an exemption from registration is available.

                  f. StartNest is acquiring the shares covered by this agreement
for its own account for investment only, and not with a view towards
distribution.

                  g. StartNest represents that it is an accredited investor
within the meaning of Regulation D under the Securities Act.

                  h. StartNest has received and read the financial statements
for MED and has had an opportunity to discuss MED's business, management and
financial affairs with management of MED and has had the opportunity to review
MED's operations and facilities. StartNest has also had the opportunity to ask
questions of, and receive answers from, MED and its management regarding the
terms and conditions of its investment in the securities of MED.

         8. MISCELLANEOUS PROVISIONS.

                  a. This Agreement nay be signed in counterparts, any two
signatures of which shall constitute a binding and enforceable agreement as
between or among each of the signatories hereto.

                  b. The headings of this Agreement are inserted for convenience
and shall not affect the meaning or interpretation, of this Agreement or any
provisions hereof.

                  c. This Agreement, and any attachments, and the terms and
conditions contained therein, are each made an integral part of this Agreement
by this reference as though fully set forth in this Agreement. Recitals are also
incorporated by this reference. The masculine shall include the feminine and the
neuter, and the plural and singular shall be used interchangeably so that the
Meaning of this Agreement may be affected properly.

                  d. This Agreement (including the exhibits hereto) and any
agreements incorporated herein by reference constitute the entire agreement
between the parties pertaining to the subject matter contained herein and
supersede any and all prior and contemporaneous agreements, representations and
understandings (whether oral, written or both) of the parties with respect to
the subject matter hereof. In the case of this Agreement, there have been no
prior or


                                       4
<Page>

contemporaneous agreements, representations and understandings between or among
the parties hereto, and the only agreement that formed the topic of negotiations
and discussions is contained herein. All prior negotiations, agreements,
understandings and statements made between the parties hereto which have
occurred on any subject at any time prior to the execution of this Agreement
with regard to the subject matter of this Agreement are hereby superseded and
merged into this integrated Agreement. Neither this Agreement nor any term
hereof may be changed, waived, discharged or terminated, except by a subsequent
amendment in writing signed by all parties hereto. Accordingly, this Agreement
may not be so modified by a writing that is unsigned by one or all of the
parties hereto and this Agreement may not be modified by any oral amendment,
oral agreement or other oral modification. In fact, any oral amendment and/or
written modification that remains unsigned by all parties hereto is invalid in
that the parties intend that there is no consideration for any future promises
that are not contained in writing and the parties hereto specifically agree that
this be the case.

                  e. All representations and warranties contained herein shall
survive the execution and delivery of this Agreement, are material and have been
or will be relied upon by the parties, notwithstanding any investigation made by
the parties or on behalf of them.

                  f. This Agreement shall be construed and governed by the laws
of the State of California. The parties hereby consent to the jurisdiction of
the federal and state courts located in Los Angeles, California, for any action
or suit arising out of this Agreement, and waive any defense to such
jurisdiction, including, without limitation, any defense based on venue or
inconvenient forum.

                  g. The parties hereby acknowledge and agree that they have
received independent legal advice from attorneys of their choice with regard to
the advisability of execution of this Agreement and the releases provided for
hereinabove. Prior to the execution of this Agreement by each party, that
party's attorney reviewed this Agreement and discussed the Agreement with the
party, and the party has made all desired changes.

                  h. This Agreement shall not constitute or be construed as an
admission of wrongdoing or liability by any party hereto, the same being denied.

                  i. All agreements, acknowledgments, warranties,
representations and recitals hereunder shall -- in addition to their express
characterization hereunder -- constitute recitals under the California Evidence
Code and as such all agreements, acknowledgments, warranties, representations
and recitals hereunder shall be and are conclusively deemed to be true and
binding upon the party hereto under the provisions of California Evidence Code,
section 622.

                  j. This Agreement may not be assigned, in whole or part, by
any party hereto to any other person.


                                       5
<Page>

         WHEREFORE, the parties have executed this Agreement as of the date set
forth above intending to be legally bound to the terms and conditions of this
Agreement.

"INVESTOR"

____________________________________
Name: ______________________________
Title: _____________________________



"STARTNEST"

____________________________________
Name:    Paramjeet S. Dargan
     _______________________________
Title:   GENERAL PARTNER
       _____________________________


                                       6
<Page>

                                 PROMISSORY NOTE

$1,000,000                     October 31, 2000                   Los Angeles,
                                                                  California

         For value received, StartNest, LLC ("Borrower") hereby promises to pay
to the order of e-MedSoft.com the principal sum of $1,000,000, plus interest at
the rate of eight percent (8%) per annum, with the entire principal sum plus all
accrued interest being fully due and payable on September 30, 2003 (hereinafter
"Maturity Date").

         Principal and interest payable in lawful money of the United States of
America.

         In the event that on the Maturity Due the sum of: (a) the amount of all
cash and other property received by Borrower with respect to the Settlement
Shares between the date hereof and the Maturity Date; AND (b) the aggregate Fair
Market Value of any Settlement Shares (including additional shares issued as a
result of stock splits or dividends) owned by Borrower is less than Ten Million
Dollars ($10,000,000), all sums due and owing hereunder shall be forgiven and
cancelled and deemed paid in full without any further action on the part of
Borrower and Borrower shall have no further obligation, express or implied to
e-MedSoft.com hereunder.

         During the term of this Promissory Note, Borrower shall provide
eMedSoft.com on a quarterly basis with a report describing any cash receipts or
other property received with respect to the Settlement Shares and the number of
Settlement Shares owned as of the date of such report.

         In the event litigation is initiated hereunder, the prevailing party
shall be entitled to reasonable attorney's fees and costs.

                                       STARTNEST, LLC

                                       By:   Paramjeet S. Dargan
                                           ___________________________________
                                       Print Name: Paramjeet S. Dargan
                                                  ____________________________
                                       Its: __________________________________

</TEXT>
</DOCUMENT>
