FIRST AMENDMENT TO
                AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

     This First Amendment to Agreement and Plan of Merger and Reorganization
(this "Amendment") is made and entered into as of the 14th day of June, 2000,
among e-MedSoft.com, a Nevada corporation, ("Parent"), VidiMedix Acquisition
Corporation, a Nevada corporation ("Merger Sub"), and VidiMedix Corporation, a
Texas corporation (the "Company").

                                    RECITALS

     A. Parent, Merger Sub and the Company have heretofore entered into the
Agreement and Plan of Merger and Reorganization dated as of June 6, 2000 (the
"Agreement").

     B. Parent, Merger Sub and the Company desire to amend the Agreement on
the terms and provisions set forth herein.

                                   AGREEMENTS

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and for other good, fair and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree that the terms and provisions of the Agreement are amended and restated
as follows:

     1. Defined Terms and Related Matters.

        Unless otherwise defined herein, the capitalized terms used herein
which are defined in the Agreement shall have the meanings specified therein.

     2. Amendments.

        (a) Section 2.2(f) of t he Agreement is hereby amended by deleting
subpart (iii) in the second sentence of Section 2.2(f) in its entirety and
inserting subparts (iii) and (iv) in the second sentence of Section 2.2(f) as
follows:

            (iii) the Parent will offer, in exchange for the Employee
                  Interest, $15,260.50 of the Accruals and $93,905.52 of
                  Accrued Vacation, shares of the Parent Common Stock having
                  a deemed value of $10.50 per share, equal to the
                  amount of the Employee Interest, $15,260.50 of the Accruals
                  and $93,905.52 of Accrued Vacation; (iv) the Parent will
                  offer, in exchange for the Bridge Loan Principal and the
                  Bridge Loan Interest, shares of the Parent Common
                  Stock having a deemed value of $8.63 per share, equal to the
                  amount of the Bridge Loan Principal and the Bridge Loan
                  Interest.

        (b) Section 6.1(d) of the Agreement is hereby amended to read in its
entirety as follows:




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               (d) the outstanding principal balance and accrued interest on
        each bridge note outstanding as of the Effective Time shall have been
        exchanged for shares of the Parent Common Stock having a value of
        $3,160,968.43 to be determined by dividing the dollar amount by $8.63
        (the "Bridge Shares");

        (c) Article V of the Agreement is hereby amended by adding the
following Sections 5.4 and 5.5:

          5.4 Registration of Parent Common Stock by Parent. Within thirty
     (30) days after the Effective Time, Parent shall amend its Registration
     Statement on Form S-1 filed with the Securities and Exchange Commission
     on May 15, 2000 to include 50% of the Bridge Shares (the "Registrable
     Shares") and shall use its best efforts to cause such registration
     statement to be declared effective as soon as possible and keep such
     registration continuously effective for a period extending until the
     earlier of one (1) year following the effective date thereof, or the date
     on which all the Registrable Shares have been sold. The bridge note
     holders subject to such registration statement shall agree not to sell,
     collectively, more than an aggregate of 5% of the prior calendar week's
     trading volume in the Parent Common Stock, and all such sales shall be
     made through accounts at Sutro and Company, Inc. In the event that such
     Registration Statement on Form S-1 shall not be effective on or before
     July 31, 2000, Parent shall prepare and file with the Securities
     and Exchange Commission a registration statement on Form S-3 or such
     other available form with respect to the Registrable Shares and use its
     best efforts to cause such registration statement to be declared
     effective as soon as possible and keep such registration continuously
     effective for a period extending until the earlier of one (1) year
     following the effective date thereof, or the date on which all the
     Registrable Shares have been sold.

          5.5 Warrants to Purchase Parent Common Stock. Parent shall
     issue warrants to purchase an aggregate of 336,216 shares of the Parent
     Common Stock, at an exercise price of $8.63 per share, to the holders of
     the bridge notes. The number of shares of the Parent Common Stock to
     which each holder of a bridge note shall be entitled to purchase shall be
     determined by multiplying 336,216 by a fraction, the numerator of which
     is in an amount equal to the unpaid principal under such bridge note and
     the denominator is the Bridge Loan Principal. The warrants issued by
     Parent pursuant to this Section 5.5 may be exercised by the applicable
     holder of the bridge note at any time within nine (9) months after the
     Effective Time.

     In the event that any one or more of the provisions contained in this
Amendment shall be determined invalid, illegal or unenforceable in any respect
for any reason, the validity, legality and enforceability of any such
provision or provisions in every other respect and the remaining provisions
of this Amendment shall not be impaired in any way.

     When required or implied by the context used, defined terms used herein
shall include the plural as well as the singular, and vice versa.  If any term
or other provision of this Amendment is invalid, illegal or incapable of being
enforced by any rule of Law or public policy, all other conditions and
provisions of this Amendment shall nevertheless remain in full force and
effect so long as the economic or legal substance of the Merger is not

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affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Amendment so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner to the fullest extent
permitted by applicable Law in order that the Merger may be consummated as
originally contemplated to the fullest extent possible.

     Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (whether by operation
of Law or otherwise) without the prior written consent of the other parties
hereto. Subject to the preceding sentence, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Notwithstanding anything contained in this
Agreement to the contrary, nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the parties hereto or their
respective successors and permitted assigns any rights or remedies under or by
reason of this Agreement.

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

     This Amendment may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which when executed and delivered shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.


                        [signatures on following page]























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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized signatories as of the day and
year first above written.

                                 E-MEDSOFT.COM


                                 By: /s/ John F. Andrews
                                     John F. Andrews, President


                                 VIDIMEDIX ACQUISITION CORPORATION


                                 By: /s/ John F. Andrews
                                     John F. Andrews, President


                                 VIDIMEDIX CORPORATION


                                 By: /s/ Philip F. Farris, Jr.
                                     Philip F. Faris, Jr., President