MED DIVERSIFIED INC
EX-10.31
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>27
<FILENAME>a2084588zex-10_31.txt
<DESCRIPTION>EX-10.31
<TEXT>
<Page>

                                                                   Exhibit 10.31


                              COMMISSION AGREEMENT

         THIS COMMISSION AGREEMENT ("Agreement") is entered as of this 17th day
of December, 2001, by and between e-MedSoft.com dba Med Diversified ("MED"), on
the one part, and Societe Financiere du Seujet Limited and/or its designee
("SFSL") on the other part. MED and SFSL may hereinafter be collectively
referred to as the "Parties".

         The Parties hereto hereby irrevocably and unconditionally agree to the
following:

         1.       As and for consideration to SFSL and its commission partners
                  in connection with the US$45M funding (the "US$45M Funding"),
                  with a minimum US$30M funding by 5:00 p.m. EST, December 28,
                  2001 (the "US$30M Funding"), pursuant to the Short Form
                  Debenture dated December 28, 2001 (a copy of which is attached
                  hereto as Exhibit "A" and incorporated herein by reference),
                  concurrent with the closing of such US$30M Funding MED shall:
                  (i) pay a cash commission to SFSL and/or its designee in the
                  amount of Four Million Dollars ($4,000,000), payable Two
                  Million Seven Hundred Thousand Dollars ($2,700,000) concurrent
                  with the US$30M Funding (the "$2,700,000 Cash Commission"),
                  and the balance of One Million Three Hundred Thousand Dollars
                  ($1,300,000) payable concurrent with the funding of the US$15M
                  Funding defined hereinbelow, or payable on a pro rata basis
                  (the $1,300,000 Cash Commission"); (ii) issue ten million
                  (10,000,000) shares of MED to SFSL and/or its designee (the
                  "Collateral Shares") that are the same class and par value of
                  shares as those currently traded on the American Stock
                  Exchange - SFSL has the unilateral right to purchase
                  bondholder position for the conversion rights of the
                  10,000,000 Collateral Shares at $3.00 per share; (iii) issue
                  three million (3,000,000) shares of MED to SFSL and/or its
                  designee subject to 50,000 shares per day selling restrictions
                  (the "Bonus Shares"); (iv) issue two million (2,000,000)
                  warrants of MED at $4.20 per share to SFSL and/or its designee
                  (the "Bonus Warrants").

         2.       The Parties hereto irrevocably and unconditionally agree that
                  the $2,700,000 Cash Commission, the Collateral Shares, the
                  Bonus Shares and the Bonus Warrants are to be received by
                  escrow holder and approved by SFSL prior to the closing, and
                  distributed as directed by SFSL concurrent with the US$30M
                  Funding. The balance of five million (5,000,000) Collateral
                  Shares and the balance of the $1,300,000 Cash Commission shall
                  be paid and issued to SFSL and/or its designee concurrent with
                  the additional US$15M funding or any portion thereof (the
                  "US$15M Additional Funding"), subject to the terms and
                  conditions of the US$30M Debenture attached hereto.


                                Page One of Two
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                  In any event, MED hereby irrevocably and unconditionally
                  agrees to accept the US$15M Additional Funding out of the
                  first monies raised on the bond financing program between SFSL
                  and MED, or MED shall credit SFSL said balance of the funding
                  through the Bridgewater Capital Corporation sources, i.e.,
                  Levinson Capital, Samuel Levinson, or their respective
                  affiliates, associates and assigns. The Parties may agree to
                  execute two (2) separate debentures: one for US$30M and one
                  for US$15M, in exchange for a single US$45M Debenture.

         3.       MED hereby irrevocably and unconditionally agrees that it
                  shall receive no cash proceeds unless and until SFSL has
                  received all of the above mentioned consideration.

         4.       This Agreement shall be binding upon the Parties hereto and
                  their heirs, executors, successors and assigns.

         5.       This Agreement may not be modified, amended, altered or
                  supplemented except upon the execution of a written agreement,
                  executed by each of the Parties hereto.

         6.       If any provision of this Agreement is held to be invalid, void
                  or unenforceable as a matter of law, the remaining provisions
                  hereof shall nevertheless continue in full force and effect.

         7.       This Agreement shall be governed by and construed in
                  accordance with Swiss laws.

         8.       This Agreement may be executed in separate counterparts, by
                  original and/or facsimile copy, each of which shall be deemed
                  an original, but all of which together shall constitute one
                  and the same instrument.

ACKNOWLEDGED, AGREED TO AND ACCEPTED THIS 17th DAY OF DEC., 2001.

SOCIETE FINANCIERE                             E-MEDSOFT.COM DBA MED
DU SEUJET LIMITED                              DIVERSIFIED


By: __________________________________     By: _________________________________
    Riccardo Mortara                           Frank P. Magliochetti, Jr.
    Authorized Signatory                       Its President, Chief Executive
                                               Officer And Vice Chairman
                                               Authorized Signatory


                                Page Two of Two

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