MED DIVERSIFIED INC
EX-10.23
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>19
<FILENAME>a2084588zex-10_23.txt
<DESCRIPTION>EX-10.23
<TEXT>
<PAGE>


                                                                 Exhibit 10.23


                                 NO. 2000-47334

JACK W. MONCRIEF, M.D., JANA DAVIS              )      IN THE DISTRICT COURT OF
WELLS, TOM M. DAVIS, III, TOM M.                )      HARRIS COUNTY,  TEXAS
DAVIS, JR., JAN DAVIS, WILLA                    )      113th JUDICIAL DISTRICT
WASHINGTON, and GARDNER LANDRY,                 )
individually and as Trustee of the VETA         )
ELIZABETH LANDRY KUFFNER                        )
TRUST,                                          )
                                                )
                           PLAINTIFFS,          )
                                                )
vs.                                             )
                                                )
E-MEDSOFT.COM and VIDIMEDIX                     )
ACQUISITION CORPORATION,                        )
jointly and severally,                          )
                                                )
                           DEFENDANTS.          )


                              AMENDED AND RESTATED
                       COMPROMISE AND SETTLEMENT AGREEMENT
                       -----------------------------------


         This Amended and Restated Compromise and Settlement Agreement
("Restated Settlement Agreement") is made and entered into effective as of
October __, 2001 in connection with the Compromise and Settlement Agreement
("Settlement Agreement") made and entered into effective as of November 1, 2000,
by and between GARDNER LANDRY, individually and as Trustee of the VETA ELIZABETH
LANDRY KUFFNER TRUST ("Landry"), as well as the non-settling Plaintiffs, on the
one hand, and Defendants E-MEDSOFT.COM d/b/a MED DIVERSIFIED, a corporation
organized and existing under the laws of the State of Nevada ("e-MedSoft"), and
VIDIMEDIX CORPORATION, a corporation organized under the laws of the State of
Nevada ("VidiMedix"), formerly known as VidiMedix Acquisition Corporation, on
the other hand.


<PAGE>


                              W I T N E S S E T H:

         WHEREAS, e-MedSoft, VidiMedix Acquisition Corporation and VidiMedix
Corporation, a corporation organized and existing under the laws of the State of
Texas ("Company") entered into an Agreement and Plan of Merger and
Reorganization dated as of June 6, 2000, and as subsequently amended by the
First Amendment to the Agreement and Plan of Merger and Reorganization dated as
of June 14, 2000 (hereafter collectively referred to as the "Merger Agreement").
The Merger Agreement contemplated that the Company would be merged into
VidiMedix and that the then present shareholders of Company (including
Plaintiffs) would receive as consideration for the merger certain shares of
e-MedSoft in exchange for their Company shares. The number of shares to be
received was to be calculated under the "Earn-Out" provisions as set out in
Section 2.2 of the Merger Agreement; and

         WHEREAS, Plaintiffs in this cause of action claimed that e-MedSoft and
VidiMedix took certain actions after the consummation of the merger on June 16,
2000 that would deny the Plaintiffs a fair opportunity to receive the benefit of
the "Earn-Out" provisions under Section 2.2 of the Merger Agreement; and

         WHEREAS, on or about September 15, 2000, Plaintiffs in the
above-entitled and numbered case brought suit against e-MedSoft and VidiMedix in
Case No. 2000-47334 in the District Court of Harris County, Texas, 113th
Judicial District (hereinafter the "Lawsuit"); and

         WHEREAS, Plaintiffs and Defendants entered into the Compromise and
Settlement Agreement (the "Settlement Agreement"); and

         WHEREAS, Willa Washington, Gardner Landry and the Veta Elizabeth Landry
Kuffner Trust were not joined as plaintiffs but joined for purposes of the
Settlement Agreement and the First Amendment to the Settlement Agreement as
Plaintiffs; and


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<PAGE>


         WHEREAS, Plaintiffs and Defendants entered into the First Amendment to
Compromise and Settlement Agreement ("Amendment") that amended the Settlement
Agreement effective February 20, 2001; and

         WHEREAS, on April 30, 2001, Plaintiffs claim that Defendants defaulted
under the Settlement Agreement as amended by the Amendment; and

         WHEREAS, Defendants e-MedSoft.com and VidiMedix Acquisition Corporation
repudiated the Settlement Agreement by filing a Notice of Repudiation in the
Lawsuit; and

         WHEREAS, Defendants filed a lawsuit against Plaintiffs and others in
California styled E-MEDSOFT.COM V. MONCRIEF, ET AL., in the Los Angeles Superior
Court under Case No. BC249782 ("California Lawsuit"); and

         WHEREAS, the parties hereto wish to settle and resolve the Lawsuit and
the California Lawsuit; and

         WHEREAS, without any party admitting any liability of any kind to the
other party, it is the desire of Landry and Defendants to fully compromise and
settle their disputes arising under Section 2.2 of the Merger Agreement, to buy
peace and avoid further costs of litigation and the uncertainty of litigation;
and

         WHEREAS, it is expressly understood and agreed by and between the
parties hereto that the execution of this Restated Settlement Agreement, and any
and all acts taken pursuant to or in connection herewith, are intended to be and
are made solely for the purpose of compromising and settling all disputes
arising with respect to Section 2.2 of the Merger Agreement and the resulting
Lawsuit and the California Lawsuit, and that any action taken pursuant to this
Restated Settlement Agreement is not to be construed or considered as an
admission of liability or fault on the part of any party.


                                       3


<PAGE>


                               A G R E E M E N T:

      NOW, THEREFORE, Landry and Defendants, in consideration of the premises
and mutual promises, benefits, obligations and covenants set forth in the
Restated Settlement Agreement, and the exchange of valuable consideration as
below stated, the receipt and sufficiency of which is hereby acknowledged by the
parties hereto, each agree and represent as follows:

         1. PAYMENT. Within five (5) business days from the effective date of
this Restated Settlement Agreement, Defendants shall (i) deliver to Landry the
Settlement Earn-Out Shares (as defined below) as earn-out shares due from
e-MedSoft to Landry as a preferred and common stockholder of the Company
pursuant to the obligations of e-MedSoft as set forth in Section 2.2 of the
Merger Agreement and without the receipt by e-MedSoft of any additional
consideration for delivery of such shares, and (ii) deliver to Landry and his
attorneys $57,886.00 U.S. Dollars (hereinafter sometimes "Cash Payment"). The
Settlement Earn-Out Shares shall be subject to sale pursuant to Rule 144 ("Rule
144" promulgated by the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "1933 Act"), subject only to
the restrictions and limitations set forth in Sections (e)(2) and (f) of Rule
144 and Landry's compliance with Section (h) of Rule 144 and the restrictions
set forth in Section 3 of this Restated Settlement Agreement. The cash payment
shall be allocated and delivered to Landry and his attorneys in the proportions
shown on Schedule 1. Upon request by Landry the Settlement Earn-Out Shares shall
be delivered to a brokerage account designated by Landry and if the Settlement
Earn-Out Shares are to be held in "street name, " and until June 16, 2002, such
"street name" shares shall be subject to receipt by e-MedSoft of written
assurances and indemnities from the broker reasonably acceptable to counsel to
e-MedSoft that such shares


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<PAGE>


will only be sold in compliance with Rule 144. Upon request by Landry the
Settlement Earn-Out Shares shall be delivered in multiple certificates in such
denominations as requested. By acceptance of the Settlement Earn-Out Shares,
Landry agrees that such shares will only be sold or transferred in compliance
with Rule 144 or another exemption from the registration requirements of Section
5 of the 1933 Act.

         The term "Settlement Earn-Out Shares" means forty-three thousand three
hundred ninteen (43,319) shares of e-MedSoft common stock.

         If, prior to the delivery of the Settlement Earn-Out Shares, there
shall occur a record date on which the outstanding shares of e-MedSoft common
stock shall be changed into or exchanged for a different number or kind of
shares or securities or other consideration through merger, consolidation,
transfer of substantially all its assets, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other like
changes in e-MedSoft's capitalization, then the number and type of shares
issuable as Settlement Earn-Out Shares shall be appropriately adjusted so that
Landry receives the stock or other securities or property which Landry would
have been entitled to receive if Landry had received the Settlement Earn-Out
Shares immediately prior to the occurrence of such event or transaction.

         If e-MedSoft is merged into or consolidated with another corporation
under circumstances where e-MedSoft is not the surviving corporation, or if
e-MedSoft is liquidated, or engages in any corporate separation or division,
including, but not limited to, split-up, split-off or spin-off, sale or other
disposition of substantially all its assets to another corporation prior to the
delivery of the Settlement Earn-Out Shares (or with respect to which there is a
record date for such a transaction prior to the delivery of the Settlement
Earn-Out Shares) after the effective date


                                       5


<PAGE>


of such merger, consolidation, liquidation or other transaction, as the case may
be, Landry shall be entitled to receive, in lieu of common stock of e-MedSoft,
shares of such stock or other securities as the holders of common stock of
e-MedSoft received, if any, pursuant to the terms of the merger, consolidation
or other such transaction.

         As to the Settlement Earn-Out Shares, Defendants hereby warrant and
represent that:

            (1) Landry shall not be deemed to be an affiliate of e-MedSoft.

            (2) e-MedSoft is, and will continue to be and remain at all times,
current in its filings of all reports and other information required to be filed
by it with the Commission pursuant to Section 13 of the Securities Exchange Act
of 1934 ("Exchange Act") and Section (c)(1) of Rule 144 until June 16, 2002.

            (3) The date of consummation of the merger under the Merger
Agreement was June 16, 2000 and that the Settlement Earn-Out Shares are
delivered to Landry as earn-out shares due from e-MedSoft to Landry as a
preferred and common stockholder of the Company pursuant to the obligations of
e-MedSoft as set forth in Section 2.2 of the Merger Agreement and without the
receipt by e-MedSoft of any additional consideration for delivery of such
shares, therefore the Acquisition Date of the Settlement Earn-Out Shares by
Landry is the date of consummation of the Merger Agreement.

            (4) The Settlement Earn-Out Shares may be sold immediately by Landry
subject to the limitations or restrictions set forth in Sections (e)(2) and (f)
of Rule 144 and Landry's compliance with Section (h) of Rule 144 and the
restrictions set forth in Section 3 of this Restated Settlement Agreement.


                                       6


<PAGE>


         Defendants shall deliver to Landry at the time of delivery to him of
the Settlement Earn-Out Shares an opinion from counsel to Defendant that the
Settlement Earn-Out Shares can be sold as of the date of the opinion letter
pursuant to Rule 144, subject only to the restrictions and limitations set forth
in Sections (e)(2) and (f) of Rule 144 and Landry's compliance with Section (h)
of Rule 144 and e-MedSoft's continuing compliance with Section (c) of Rule 144
and the restrictions set forth in Section 3 of this Restated Settlement
Agreement. In addition, e-MedSoft agrees that subject to Landry and his broker's
or agents providing all documents customarily required to be delivered to a
transfer agent, demonstrating compliance with Rule 144 in connection with a Rule
144 sale, e-MedSoft shall cause its counsel to issue any opinion letter required
by the transfer agent of e-MedSoft in connection with any such sale by Landry of
any of the Settlement Earn-Out Shares, within five (5) days of request and
receipt of the necessary documents.. Further, e-MedSoft agrees that it will take
any action necessary to facilitate Landry's post-closing sales of all Settlement
Earn-Out Shares subject only to the restrictions as to number of shares set out
herein.

         2. REGISTRATION OF SHARES. If at any time subsequent to delivery of the
Settlement Earn-Out Shares to Landry and prior to June 16, 2002, Defendant
e-MedSoft shall file a Form S-1 Registration Statement (or Form SB-1) under the
1933 Act with respect to any public offering of its securities, it shall give at
least twenty-one (21) days' written notice of such intention to Landry and on
written request of Landry, e-MedSoft will include in such registration all or
any part of the Settlement Earn-Out Shares then remaining unsold as shall be
requested by Landry. The Settlement Earn-Out Shares so registered shall be
freely transferable without restriction or limitation of any kind. The cost and
expense of the registration of such Settlement Earn-Out Shares shall be paid by
Defendant e-MedSoft.


                                       7


<PAGE>


         Further, e-MedSoft will, at its expense, after such registration
statement is declared effective and until the earlier of June 16, 2002 and the
date one year after the date the registration statement with respect to the
Settlement Earn-Out Shares is declared effective:

            (a) keep such registration statement and any qualification or
compliance under state securities laws effective;

            (b) prepare and file with the SEC such amendments and supplements to
such registration statement, qualification and/or compliance and any prospectus
used in connection therewith as may be necessary to keep the registration
statement, qualification and/or compliance effective and to comply with the
provisions of the 1933 Act or any other laws with respect to the disposition of
the registered Settlement Earn-Out Shares covered by the registration statement,
qualification and compliance;

            (c) deliver to Landry as soon as practicable after the effective
date of such registration statement and from time to time thereafter as many
copies of the prospectus required to be delivered in connection with the sale of
Settlement Earn-Out Shares registered under such registration statement as
Landry may reasonably request. At any time that e-MedSoft becomes aware of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statement therein not misleading in the light of the
circumstances then existing, e-MedSoft shall amend or supplement such prospectus
and shall prepare and furnish to Landry copies of such amended or supplemented
prospectus as shall be necessary in order that such prospectus shall not contain
any


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<PAGE>


untrue statement or omit to state a material fact required to make the statement
contained therein not misleading; and

              (d) file such post-effective amendments and supplements thereto as
shall be necessary so that neither the registration statement relating to the
shares nor any related prospectus shall contain any material misstatement or
omission relative to e-MedSoft or any of its assets or its business or affairs
and so that such registration statement and prospectus will otherwise comply
with all applicable legal requirements.

           3. RESTRICTION ON SALE OF E-MEDSOFT SHARES. Provided that Defendants
comply in all respects with the provisions of this Restated Settlement Agreement
Landry agrees to limit his sales of Settlement Earn-Out Shares received under
Paragraph 1 on any given day to that number of shares equal to the difference
between (a) a product determined by multiplying (x) the number of trading days
that have elapsed since the delivery of the Settlement Earn-Out Shares in
accordance with Paragraph 1 by (y) the Daily Limit for each such trading day,
minus (b) the number of Settlement Earn-Out Shares received under Paragraph 1
that have been sold by Landry since such receipt.

         The term "Daily Limit" means 1,538 shares for each trading day
commencing after the date of delivery of the Settlement Earn-Out Shares to
Landry under this Restated Settlement Agreement.

         Notwithstanding any provision of this Restated Settlement Agreement to
the contrary, under no circumstances may Landry sell more than 4,814 shares in
any twenty-four (24) hour period.


                                       9


<PAGE>


         It is specifically understood that Landry is bound fully by all
provisions of this Restated Settlement Agreement (including these trading
restrictions) In the event Landry exceeds his cumulative percentage of the Daily
Limit, his proceeds from the sale to the extent that it violates the Daily Limit
will be subject to forfeiture to e-MedSoft as liquidated damages under this
Restated Settlement Agreement.

         4. CLAW BACK RIGHTS AND OTHER CONSIDERATION.

            (a) CLAW BACK RIGHTS. After all of the Settlement Earn-Out Shares
received by Landry have been sold by Landry, if he has netted less than $126,235
from the sale of such Settlement Earn-Out Shares in the public capital market,
Defendant shall pay to Landry in cash a sum equal to the difference between the
actual sum received by him from the sale of the Settlement Earn-Out Shares and
$126,235. Net receipts of each person shall exclude all brokers' fees and costs
of sale and Landry shall provide a full accounting to e-MedSoft of the sales of
such shares into the public capital market. This provision shall be null and
void if Landry sells any of his shares privately or in other transactions or
sales not utilizing the public capital markets. The payment to Landry shall be
made within ten (10) business days after he provides the accounting of his net
proceeds from such sales.

            (b) INDEMNITY. As additional consideration for this Restated
Settlement Agreement, Defendants agree (a) to indemnify and hold harmless Landry
and his attorneys from and against any and all liability pertaining to or
relating in any way to the matters raised in this Lawsuit or the California
Lawsuit and from any claim or liability arising from or through any claim of the
original defendants in the California Lawsuit, (b) to indemnify and hold
harmless Landry from any and all liability pertaining to or relating to any debt
or obligation of Defendants or VidiMedix Corporation arising through guarantees
or otherwise, including, but


                                       10


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not limited to, any debts, obligations or leases on any equipment, furniture or
fixtures connected with or executed by VidiMedix Corporation prior to and after
the date of the merger and the note payable to Mid-South Telecommunications
Company, and (c) to pay all attorneys' fees and costs incurred by any Plaintiff
in defending any liability described in subparagraphs (a) or (b).

            (c) Further, as additional consideration for this Restated
Settlement Agreement, Defendants shall immediately dismiss Landry with prejudice
from the California Lawsuit, and the releases provided to Defendants shall
release all claims made or that could have been made in either this Lawsuit or
the California Lawsuit. 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.

            (d) Defendants shall issue such opinion letters to clear any
transfer of other shares of e-MedSoft.com owned by Landry as a result of
receiving stock for his noteholder claims in connection with the Merger.
Defendants warrant and represent they will take any action necessary to
facilitate Landry's sale of such stock.


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<PAGE>


         5. MOST FAVORED SETTLEMENT CLAUSE. As further consideration, Defendants
represent and warrant that Defendants have not paid, directly or indirectly, any
greater sums to settle any claim on the "Earn-Out" Shares under Section 2.2 of
the Merger Agreement on a per share basis (being the pro rata shares of the
Company owned at the time of the merger) than is being paid to Landry hereunder.
In the event any greater consideration per share is paid any other person or
entity as a shareholder of the Company for sums due under the Merger Agreement,
Defendants shall immediately pay to Landry an amount equal to the difference of
the per share consideration paid hereunder and such greater sum per share paid
to any parties not signators to this Restated Settlement Agreement.

         6. RELEASE AND DISCHARGE OF DEFENDANTS. Landry agrees that (i) upon
receipt of the Settlement-Earn Out Shares and (ii) upon receipt and in
consideration of the Cash Payment and all the other consideration set out herein
and with no other conditions precedent that he will release, acquit and forever
discharge, the Defendants, their parent companies and affiliated companies, and
their respective officers, directors, owners, employees, representatives,
insurers and agents (including, but not limited to, Rex J. Beaber and his
employees), from any and all past, present or future claims, demands and causes
of action, of whatsoever nature or character, that have accrued or may accrue,
which arise out of or relate to the transactions or occurrences under the Merger
Agreement, as such transactions and occurrences relate solely to the claims and
rights of former holders of shares of common and/or preferred stock of the
Company, or any claims or causes of action asserted in the Lawsuit referred to
in this Settlement Agreement. The release signed by Landry shall be in the form
attached hereto as Exhibit "A."


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<PAGE>


         7. RELEASE AND DISCHARGE OF LANDRY. In consideration of the above, each
Defendant agrees to release, acquit and forever discharge, Landry and his
officers, directors, owners, employees, representatives, insurers and agents
(including, but not limited to, Wommack Law Firm, P.C. and Davis, Oretsky &
Guilfoyle, P.C., and their respective employees), from any and all past, present
or future claims, demands and causes of action, of whatsoever nature or
character, that have accrued or may accrue, which arise out of or relate to the
transactions or occurrences relating to the Merger Agreement, or any claims or
causes of action asserted in this Lawsuit or the California Lawsuit. The release
signed by each Defendant shall be in the form attached hereto as Exhibit "B."

         8. FINAL ACCORD AND SATISFACTION. This Restated Settlement 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 Restated
Settlement Agreement expressly relies on the finality of this Restated
Settlement Agreement as a substantial, material factor inducing that party's
execution of this Restated Settlement Agreement.

         9. THE EFFECT OF DISCOVERY OF DIFFERENT OR ADDITIONAL FACTS. The
parties hereto acknowledge that they are aware that they may hereafter discover
claims presently unknown or unsuspected, or facts in addition to or different
from those which they now know or believe to be true, or related or associated
parties in addition to or different from those which are listed herein and which
the parties believe to exist, pertaining to the matters released herein.
Nevertheless, it is the intention of the parties hereto, through this Restated
Settlement Agreement and the releases herein, to fully, finally, and forever
settle and release all such matters, and all


                                       13


<PAGE>


claims and parties related thereto, which do now exist, may exist in the future
or heretofore have existed. In furtherance of such intention, the releases
herein given shall be and remain in effect as a full and complete release of
such matters and parties, notwithstanding, the discovery or existence of any
such additional or different claims or facts or parties related thereto by the
parties hereto. In entering into these releases, the parties hereto are not
relying upon any statement, representation, inducement or promise of any other
parties, except as expressly stated in this Restated Settlement Agreement. It is
the intent of the parties to this Restated Settlement Agreement to release each
other from claims or causes of action arising from facts that were willfully,
wrongfully, or tortuously concealed from the aggrieved parties except as to any
statement, representation and warranty stated in this Restated Settlement
Agreement.

         10. AUTHORITY AND AUTHORIZATION OF AGREEMENT. Each party has all
necessary power and authority to execute and deliver this Restated Settlement
Agreement and the other closing documents to which it is a party, to consummate
the transactions contemplated by this Restated Settlement Agreement, and to
perform all the terms and conditions of this Restated Settlement Agreement and
any closing documents to be performed by him or it. No other proceedings on the
part of such party are necessary to authorize this Restated Settlement Agreement
or to consummate such transactions. This Restated Settlement Agreement, and the
other documents, certificates, and instruments delivered by such party
hereunder, have been duly executed and delivered by such party and constitute
the legal, valid, and binding obligations of such party, enforceable against him
or it in accordance with their terms.

         11. CONSENTS AND APPROVALS; NO VIOLATIONS. The execution and delivery
by such party of this Restated Settlement Agreement and the other closing
documents to which he


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or it is a party do not, and the consummation by such party of the transactions
contemplated hereby and compliance by such party with the provisions hereof will
not, conflict with, or result in any violation of, or default (with or without
notice or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligations or the loss of a benefit under
or result in the creation of any lien upon or right of first refusal with
respect to any of the properties or assets of such party under, (i) any
provision of the articles of incorporation or bylaws of such party; and (ii) any
loan or credit agreement, note, bond, mortgage, indenture, lease or other
agreement, obligation, instrument, permit, concession, franchise or license
applicable to such party.

         12. DISMISSAL. Landry does hereby expressly agree that he shall
immediately dismiss without prejudice the Lawsuit and deliver to the Defendants
the executed Releases. In the event Defendants fail to deliver the consideration
set forth herein, the terms of this Restated Settlement Agreement shall control
Landry's rights vis a vis the Defendants.

         13. FURTHER ASSURANCES. Each party shall do and perform or cause to be
done or performed all such further acts and things and shall execute and deliver
all such other agreements, certificates, instruments and documents as the other
parties may reasonably request in order to carry out the intent and purpose of
this Restated Settlement Agreement and the consummation and closing of the
transaction contemplated hereby.

         14. DEFAULT BY DEFENDANTS. The parties agree that time is of the
essence in the closing and performance of this Restated Settlement Agreement and
that any breach of this Restated Settlement Agreement by Defendants or a failure
by Defendants to timely deliver the Cash Payment, the Settlement Earn-Out Shares
or the Claw Back Rights and other consideration


                                       15


<PAGE>


set out in Section 4 of this Restated Settlement Agreement on the dates stated
in Sections 1 and 4 of this Restated Settlement Agreement shall constitute a
significant financial injury to Landry. Accordingly, as security for the
Defendants' timely closing of this transaction and performance hereunder, the
parties agree as follows: (1) In the event of a failure by Defendants to deliver
the Settlement Earn-Out Shares and related legal opinion to Landry and the Cash
Payment on the dates and in the form as set out in Section 1 of this Restated
Settlement Agreement, Landry shall be entitled to either of the following at
Landry's sole election, (a) entry of a Final Judgment in this Lawsuit against
the Defendants, jointly and severally, for any damages caused by Defendants'
breach of this Restated Settlement Agreement for which execution could
immediately issue under applicable law; or (b) entry of a Final Judgment in this
Lawsuit against Defendants, jointly and severally, for any damages caused by
Defendants' breach of the Settlement Agreement, as amended by the Amendment
(rather than the damages under this Restated Settlement Agreement); (2) In the
event Defendants deliver the Settlement-Earn Out Shares and related legal
opinion to Landry and the Cash Payment as required by Section 1 of this Restated
Settlement Agreement, Landry and Defendants agree to the immediate entry of a
Final Judgment in the Lawsuit against Defendants for breach of contract, jointly
and severally, in the amount of $216,700 ("Judgment") in the form attached
hereto as Exhibit "C," which shall be executed by Defendants and delivered to
Landry's counsel at the time of execution of this Restated Settlement Agreement
along with an agreed order of severance of Landry's claim so that judgment may
become final. In the event Defendants deliver to Landry all of the consideration
stated herein to be paid to Landry within ten (10) days of the due date and
perform all of Defendants' obligations hereunder, Landry will release the
Judgment. So long as Defendants pay Landry the consideration within ten (10)
days of the date it is to be paid


                                       16


<PAGE>


hereunder or timely performs Defendants' other obligations hereunder, that
Landry will not abstract or execute on the Judgment; however, in the event
Defendants fail to pay any part of the consideration to Landry hereunder, or
fail to timely perform any of Defendants' obligations hereunder, Defendants will
be in breach of this Restated Settlement Agreement and Landry may then take, at
his election, any and all action available at law or in equity to enforce the
Judgment for the full amount due and owing thereunder, less any payments made on
the Judgment. The parties agree that any or all of the foregoing damages are not
excessive and do not constitute a penalty. The parties further agree that such
amounts are reasonable in relation to the damages to be suffered by Landry in
the event of such a breach or failure to close this transaction.

         15. DEFENDANTS' REPRESENTATIONS.

             (a) Each Defendant corporation hereby warrants and represents that
this Settlement Agreement has been approved by the Board of Directors of the
corporation and all approvals necessary to make this Restated Settlement
Agreement a valid and binding agreement have been obtained and that the
signature on this Restated Settlement Agreement is authorized to bind the
corporation.

             (b) Defendant e-MedSoft.com warrants and represents that the merger
between itself and Chartwell Diversified Services, Inc. ("Chartwell") has been
completed in accordance with all applicable laws and that Defendant
e-MedSoft.com is the surviving company of such merger.

         16. AGREEMENT BINDING ON SUCCESSORS. This Restated Settlement Agreement
is binding on the successors of Landry and Defendants and they expressly agree
this Restated


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Settlement Agreement shall adhere to the benefit of, and be binding upon, the
respective predecessors, assigns, successors, agents, heirs, personal
representatives, and legal representatives and all persons, firms or
corporations connected therewith forever.

         17. AGREEMENT CONTRACTUAL IN NATURE. Landry hereby covenants and
expressly agrees that the foregoing promises and agreements are contractual in
nature and not mere recitations of fact.

         18. PARAGRAPH CAPTIONS. The paragraph headings are not to be construed
to or deemed to limit the meaning of any paragraph.

         19. CHOICE OF LAW AND VENUE. Any action brought regarding this Restated
Settlement Agreement shall be brought in a court of competent jurisdiction in
Harris County, Texas. This Restated Settlement Agreement is entered into and is
performable in Harris County, Texas and it shall be construed and interpreted in
accordance with the laws of the State of Texas.

         20. ATTORNEY'S FEES. Each party to this Restated Settlement Agreement
shall bear all attorney's fees and costs arising from the action of its own
counsel.


                                       18


<PAGE>


         21. MULTIPLE ORIGINALS. This document is executed in multiple
originals, any of which, if duly signed and notarized as required, is a valid
original.

         22. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS AMONG THE PARTIES.

         IN WITNESS WHEREOF, the undersigned have caused this Restated
Settlement Agreement to be executed on this ____ day of __________________,
2001.


                                 /s/ Gardner Landry


                                 ------------------------------------------
                                 GARDNER LANDRY

                                 VETA ELIZABETH LANDRY KUFNER, TRUST

                                 By:  /s/ Gardner Landry

                                 ----------------------------------------
                                 GARDNER LANDRY

                                 E-MEDSOFT.COM,


                                 By:  Frank P. Magliochetti, Jr.

                                 ------------------------------------------
                                 Name:  Frank P. Magliochetti, Jr.
                                 Title: President

                                 VIDIMEDIX ACQUISITION CORPORATION,


                                 By:  /s/ Frank P. Magliochetti, Jr.

                                 ------------------------------------------
                                 Name:  Frank P. Magliochetti, Jr.
                                 Title: President


                                       19


<PAGE>


THE STATE OF TEXAS

COUNTY OF ______________

         Before me, _________________________, a Notary Public, personally
appeared on this date, GARDNER LANDRY, known to me to be the person whose name
is subscribed to the foregoing instrument, and acknowledged to me that he
executed the foregoing Amended and Restated Compromise and Settlement Agreement
of his own free will and accord, for the purposes and consideration therein
expressed.

         GIVEN under my hand and seal of office this ___ day of ___________,
A.D., 2001.

                                 ------------------------------------------
                                 NOTARY PUBLIC IN AND FOR TEXAS






THE STATE OF ____________

COUNTY OF ______________

         Before me, _________________________, a Notary Public, personally
appeared on this date, _______________________, who is President of
e-MedSoft.com, a Nevada corporation, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the foregoing Amended and Restated Compromise and Settlement Agreement of his
own free will and accord, for the purposes and consideration therein expressed
and in the capacity therein stated.

         GIVEN under my hand and seal of office this ___ day of ___________,
A.D., 2001.

                                 ------------------------------------------
                                 NOTARY PUBLIC IN AND FOR _____________






                                       21


<PAGE>


THE STATE OF ____________

COUNTY OF ______________

         Before me, _________________________, a Notary Public, personally
appeared on this date, ______________________, who is President of VidiMedix
Acquisition Corporation, a Nevada corporation, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me
that he executed the foregoing Amended and Restated Compromise and Settlement
Agreement of his own free will and accord, for the purposes and consideration
therein expressed and in the capacity therein stated.

         GIVEN under my hand and seal of office this ___ day of ___________,
A.D., 2001.

                                 ------------------------------------------
                                 NOTARY PUBLIC IN AND FOR _____________



APPROVED:

/s/ Steven Goldberg
-----------------------------------
STEVEN GOLDBERG
Counsel for e-MedSoft.com
and VidiMedix Acquisition Corporation

/s/ David M. Redford
-----------------------------------
DAVID M. REDFORD
Davis, Oretsky & Guilfoyle, P.C.
Counsel for Landry








                                       21

</TEXT>
</DOCUMENT>
