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                                                                   EXHIBIT 10.18
EXHIBIT C

THIS WARRANT AND THE SECURITIES PURCHASABLE UPON ITS EXERCISE HAVE BEEN AND WILL
BE, AS THE CASE MAY BE, ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF,
UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OF 1933, AS AMENDED IS AVAILABLE FOR SUCH SALE, TRANSFER, OR
DISPOSITION.

                               WARRANT TO PURCHASE
                                 COMMON STOCK OF
                                  E-MEDSOFT.COM


FOR VALUE RECEIVED, subject to the terms and conditions herein set forth,
_____________________, or registered assigns ("Holder") is entitled to purchase
from eMedSoft.com, a Nevada corporation (the "Company"), at any time prior to
the Expiration Date (as defined below), at the Warrant Price (as defined below),
the number of fully paid and non-assessable shares of Common Stock of the
Company as set forth in Section 2 hereof (the "Common Stock Shares" or
"Shares"). This Warrant is issued pursuant to that certain Agreement and Plan of
Reorganization, dated as of August 6, 2001 (the "Reorganization Agreement"), by
and among the Company, CDS Acquisition Corporation and Chartwell Diversified
Services, Inc. Capitalized items not otherwise defined herein shall have the
respective meanings given to them in the Reorganization Agreement.

        Definitions.

        "Act" -- Securities Act of 1933, as amended, and the rules and
        regulations promulgated thereunder.

        "Company" -- eMedSoft.com, a Nevada corporation.

        "Common Stock"-- Common Stock of the Company, par value $0.001 per
        share.

        "Common Stock Shares" or "Shares" -- The number of fully paid and
        nonassessable shares of Common Stock of the Company issuable pursuant to
        Section 2 of this Warrant.

        "Conversion Right" -- Conversion Right has the meaning set forth in
        Section 9 of this Warrant.

        "Current Market Price" -- Current Market Price has the meaning set forth
        in Section 3(a)(v) of this Warrant.

        "Effectiveness Period" - Effectiveness Period has the meaning set forth
        in Section 10(a) of this Warrant.

        "Expiration Date" - August 6, 2006.



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        "Fully Diluted Shares" -- The number of outstanding shares of Common
        Stock of the Company, calculated on a fully diluted basis using the
        treasury stock method as contemplated by the Accounting Principles Board
        Opinion No. 15 (as referred to in Statement of Financial Accounting
        Standards No. 128).

        "Holder" -- Holder has the meaning set forth in the first recital of
        this Warrant.

        "Issue Date" - August 6, 2001.

        "Liquidity Event" -- Liquidity Event means the sale of all or
        substantially all the capital stock, or all or substantially all of the
        assets, of the Company in a merger, business combination, or other form
        of business transaction with or into a third party in which the
        Company's stockholders do not own at least a majority of the outstanding
        voting securities of the surviving corporation or business entity to
        which such stock or assets are sold after such transaction (based solely
        on such Company stockholders' holdings of the Company prior to the
        transaction).

        "Registrable Securities" - Registrable Securities has the meaning set
        forth in Section 10(a) of this Warrant.

        "SEC" -- the United States Securities and Exchange Commission, or
        successor entity or agency.

        "Selling Expenses" - Selling Expenses has the meaning set forth in
        Section 10(a) of this Warrant.

        "Vested" -- Vested has the meaning set forth in Section 8 of this
        Warrant.

        "Violation -- Violation has the meaning set forth in Section 10(d)(i)
        of this Warrant

        "Warrant" -- Warrant means this warrant issued to _____.

        "Warrant Price" -- $4.00 per each share of Common Stock, subject to
        adjustment as set forth in Section 3 hereof.

        1. Price. The price for each Common Stock Share purchasable hereunder
shall be the Warrant Price.

        2. Number of Shares. The number of Common Stock Shares issuable upon
exercise of this Warrant shall be ______, subject to adjustment as set forth in
Section 3 hereof.

        3. Certain Adjustments to Warrant Price Applicable to Shares. The
Warrant Price and the number and kind of Shares shall be subject to adjustment
from time to time upon the happening of certain events as provided in this
Section 3.


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      (a)   Mechanical Adjustment.

            (i)   Stock Splits, Recapitalizations and Reorganizations. If at any
                  time prior to the exercise of this Warrant in full, the
                  Company shall (A) declare a dividend or make a distribution on
                  the Common Stock payable in shares of its capital stock
                  (whether shares of Common Stock or of capital stock of any
                  other class); (B) subdivide, reclassify or recapitalize its
                  outstanding Common Stock into a greater number of shares; (C)
                  combine, reclassify or recapitalize its outstanding Common
                  Stock into a smaller number of shares; or (D) issue any shares
                  of its capital stock by reclassification of its Common Stock
                  (including any such reclassification in connection with a
                  consolidation or a merger in which the Company is the
                  continuing corporation), the number of Shares issuable upon
                  exercise of the Warrant and/or the Warrant Price in effect at
                  the time of the record date of such dividend, distribution,
                  subdivision, combination, reclassification or recapitalization
                  shall be adjusted so that the Holder shall be entitled to
                  receive the aggregate number and kind of shares which, if this
                  Warrant had been exercised in full immediately prior to such
                  event, the Holder would have owned upon such exercise and been
                  entitled to receive by virtue of such dividend, distribution,
                  subdivision, combination, reclassification or
                  recapitalization. Any adjustment required by this Section
                  3(a)(i) shall be made successively immediately after the
                  record date, in the case of a dividend or distribution, or the
                  effective date, in the case of a subdivision, combination,
                  reclassification or recapitalization, to allow the purchase of
                  such aggregate number and kind of shares.

            (ii)  Special Dividends. If at any time prior to the exercise of
                  this Warrant in full, the Company shall fix a record date for
                  the issuance or making of a distribution to all holders of the
                  Common Stock (including any such distribution to be made in
                  connection with a consolidation or merger in which the Company
                  is to be the continuing corporation) of evidences of its
                  indebtedness, any other securities of the Company or any cash,
                  property or other assets (excluding a combination,
                  reclassification or recapitalization referred to in Section
                  3(a)(i), regular cash dividends or cash distributions paid out
                  of net profits legally available therefor and in the ordinary
                  course of business, and subscription rights, options or
                  warrants for Common Stock or Common Stock Equivalents
                  (excluding those referred to in Section 3(a)(iii)) (any such
                  nonexcluded event being herein called a "Special Dividend"),
                  the Warrant Price shall be decreased immediately after the
                  record date for such Special Dividend to a price determined by
                  multiplying the Warrant Price then in effect by a fraction,
                  the numerator of which shall be the then "current market
                  price" of the Common Stock (as defined in Section 3(a)(v)) on
                  such record date less the fair market value (as determined by
                  the Company's Board of Directors) of the evidences of
                  indebtedness, securities, cash, property, or other assets
                  issued or


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                  distributed in such Special Dividend applicable to one share
                  of Common Stock or of such subscription rights or warrants
                  applicable to one share of Common Stock and the denominator of
                  which shall be such then current market price per share of
                  Common Stock (as so determined). Any adjustment required by
                  this Section 3(a)(ii) shall be made successively whenever such
                  a record date is fixed and in the event that such distribution
                  is not so made, the Warrant Price shall again be adjusted to
                  be the Warrant Price that was in effect immediately prior to
                  such record date.

            (iii) Subsidiary Stock Dividends. If at any time prior to the
                  exercise of this Warrant in full, the Company shall make a
                  distribution to all holders of the Common Stock of stock of a
                  subsidiary or securities convertible into or exercisable for
                  such stock, then in lieu of an adjustment in the Warrant Price
                  or the number of Shares purchasable upon the exercise of this
                  Warrant, each Holder, upon the exercise hereof at any time
                  after such distribution, shall be entitled to receive from the
                  Company, such subsidiary or both, as the Company shall
                  determine, the stock or other securities to which such Holder
                  would have been entitled if such Holder had exercised this
                  Warrant immediately prior thereto, all subject to further
                  adjustment as provided in this Section 3, and the Company
                  shall reserve, for the life of the Warrant, such securities of
                  such subsidiary or other corporation; provided, however, that
                  no adjustment in respect of dividends or interest on such
                  stock or other securities shall be made during the term of
                  this Warrant or upon its exercise.

            (iv)  Warrant Share Adjustment. Whenever the Warrant Price payable
                  upon exercise of each Warrant is adjusted pursuant to one or
                  more of paragraphs (i) and (ii) of this Section 3(a), the
                  Shares shall simultaneously be adjusted by multiplying the
                  number of Shares initially issuable upon exercise of each
                  Warrant by the Warrant Price in effect on the date thereof and
                  dividing the product so obtained by the Warrant Price, as
                  adjusted.

            (v)   Current Market Price. For the purpose of any computation under
                  this Section 3(a), the "current market price" per share of
                  Common Stock at any date shall be deemed to be the average of
                  the daily closing prices for 20 consecutive trading days
                  commencing 30 trading days before such date. The closing price
                  for each day shall be the last sale price reported or, in case
                  no such reported sales take place on such day, the average of
                  the last reported bid and asked prices, in either case on the
                  principal national securities exchange on which the Common
                  Stock is admitted to trading or listed (including the Nasdaq
                  National Market or Nasdaq Market, or if not listed or admitted
                  to trading on such exchange, the representative closing bid
                  price as reported by Nasdaq, or other similar organization if
                  Nasdaq is no longer reporting such information, or if not so
                  available, the fair market price as determined by mutual
                  agreement of the Holder and the Company, and if the Holder and
                  the Company are unable to so agree, at the


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                  Company's sole expense, by an investment banker of national
                  reputation selected by the Company and acceptable to the
                  Holder in its sole discretion.

            (vi)  Minimum Adjustment. No adjustment in the Warrant Price under
                  this Section 3(a) shall be required unless such adjustment
                  would require an increase or decrease of at least five cents
                  ($.05) in such price; provided, however, that any adjustments
                  which by reason of this paragraph (vi) are not required to be
                  made shall be carried forward and taken into account in any
                  subsequent adjustment. All calculations under this Section
                  3(a) shall be made to the nearest cent or to the nearest
                  one-hundredth of a share, as the case may be. Notwithstanding
                  anything in this Section 3(a) to the contrary, the Warrant
                  Price shall not be reduced to less than the then existing par
                  value of the Common Stock as a result of any adjustment made
                  hereunder.

            (vii) Subsequent Adjustment. In the event that at any time, as a
                  result of any adjustment made pursuant to Section 3(a), the
                  Holder thereafter shall become entitled to receive any shares
                  of the Company other than Common Stock, thereafter the number
                  of such other shares so receivable upon exercise of any
                  Warrant shall be subject to adjustment from time to time in a
                  manner and on terms as nearly equivalent as practicable to the
                  provisions with respect to the Common Stock contained in
                  Section 3(a)(i) or this Section 3(a)(vii).

      (b)   Preservation of Purchase Rights in Certain Transactions. In case of
            any reclassification, capital reorganization or other change of
            outstanding shares of Common Stock (other than a subdivision or
            combination of the outstanding Common Stock and other than a change
            in the par value of the Common Stock) or in case of any
            consolidation or merger of the Company with or into another
            corporation (other than merger with a subsidiary in which the
            Company is the continuing corporation and that does not result in
            any reclassification, capital reorganization or other change of
            outstanding shares of Common Stock of the class issuable upon
            exercise of this Warrant) or in the case of any sale, lease,
            transfer or conveyance to another corporation of the property and
            assets of the Company as an entirety or substantially as an
            entirety, the Company shall provide 15 days prior written notice of
            such transaction to the Holder. At the option of the Holder, the
            Holder shall either (a) have the right to exercise this Warrant in
            full or (b) have the opportunity to require, as a condition
            precedent to such transaction, that the Company require such
            successor or purchasing corporation, as the case may be, to execute
            with the Holder, prior to the closing of such transaction, an
            agreement granting the Holder the right thereafter, upon payment of
            the Warrant Price in effect immediately prior to such action, to
            receive upon exercise of this Warrant the kind and amount of shares
            and other securities and property which he would have owned or have
            been entitled to receive after the happening of such
            reclassification, change, consolidation, merger, sale or conveyance
            had this


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            Warrant been exercised immediately prior to such action. In the
            event that in connection with any such reclassification, capital
            reorganization, change, consolidation, merger, sale or conveyance,
            additional shares of Common Stock shall be issued in exchange,
            conversion, substitution or payment, in whole or in part, for, or
            of, a security of the Company other than Common Stock, any such
            issue shall be treated as an issue of Common Stock covered by the
            provisions of Section 3. The provisions of this Section 3(b) shall
            similarly apply to successive reclassifications, capital
            reorganizations, consolidations, mergers, sales or conveyances.

      (c)   Notices of Adjustment. Whenever the number of Shares or the Warrant
            Price is adjusted as herein provided, the Company shall prepare and
            deliver forthwith to the Holder a certificate signed by its Chief
            Executive Officer or President, and by any Vice President, Treasurer
            or Secretary, setting forth the adjusted number of shares
            purchasable upon the exercise of this Warrant and the Warrant Price
            of such shares after such adjustment, setting forth a brief
            statement of the facts requiring such adjustment and setting forth
            the computation by which adjustment was made.

      (d)   No Adjustment for Dividends. Except as provided in Section 3(a) of
            this Agreement, no adjustment in respect of any cash dividends shall
            be made during the term of this Warrant or upon the exercise of this
            Warrant.

      (e)   Form of Warrant After Adjustments. The form of this Warrant need not
            be changed because of any adjustments in the Warrant Price or the
            number or kind of the Shares, and Warrants theretofore or thereafter
            issued may continue to express the same price and number and kind of
            shares as are stated in this Warrant, as initially issued.

      (f)   Treatment of Holder. Prior to due presentment for registration of
            transfer of this Warrant, the Company may deem and treat the Holder
            as the absolute owner of this Warrant (notwithstanding any notation
            of ownership or other writing hereon) for all purposes and shall not
            be affected by any notice to the contrary.

        4. Expiration of Warrant. Subject to earlier termination in accordance
with Section 11 below, this Warrant shall expire and shall no longer be
exercisable after the Expiration Date or after a Liquidity Event; provided that
the Company shall have provided notice of the Liquidity Event required in
Section 6 below and given the Holder the opportunity to exercise this Warrant
prior thereto.

        5. No Fractional Shares. This Warrant may not be exercised as to a
fractional share of Common Stock of the Company. The Company will make a cash
payment in lieu thereof.



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        6.     No Stockholder Right/Notices to Holders.

        (a)    This Warrant shall not entitle the Holder to any of the rights of
               a stockholder of the Company, except as may be otherwise provided
               in the Reorganization Agreement.

        (b)    The Company shall give notice to the Holder by registered mail if
               at any time prior to the expiration or exercise in full of the
               Warrants, any of the following events shall occur:

               (i)    The Company shall authorize the payment of any dividend
                      payable in any securities upon shares of Common Stock or
                      authorize the making of any distribution (other than a
                      cash dividend subject to the second parenthetical set
                      forth in Section 3(a)(ii)) to all holders of Common Stock.

               (ii)   The Company shall authorize the issuance to all holders of
                      Common Stock of any additional shares of Common Stock or
                      securities convertible into or exercisable for shares of
                      Common Stock ("Common Stock Equivalents") or of rights,
                      options or warrants to subscribe for or purchase Common
                      Stock or Common Stock Equivalents or of any other
                      subscription rights, options or warrants.

               (iii)  A dissolution, liquidation or winding up of the Company
                      shall be proposed.

               (iv)   A Liquidity Event or any capital reorganization or
                      reclassification of the Common Stock (other than a
                      subdivision or combination of the outstanding Common
                      Stock and other than a change in the par value of the
                      Common Stock) or any consolidation or merger of the
                      Company with or into another corporation (other than a
                      consolidation or merger in which the Company is the
                      continuing corporation and that does not result in any
                      reclassification or change of Common Stock outstanding)
                      or in the case of any sale or conveyance to another
                      corporation of the property of the Company as an
                      entirety or substantially as an entirety.

        (c)    Such giving of notice shall be initiated at least 15 days prior
               to the date fixed as a record date or effective date or the
               date of closing of the Company's stock transfer books for the
               determination of the stockholders entitled to such dividend,
               distribution or subscription rights, or for the determination
               of the stockholders entitled to vote on such proposed merger,
               consolidation, sale, conveyance, dissolution, liquidation or
               winding up. Such notice shall specify such record date or the
               date of closing the stock transfer books, as the case may be.
               Failure to provide such notice shall not affect the validity
               of any action taken in connection with such dividend,
               distribution or subscription rights, or proposed merger,
               consolidation, sale, conveyance, dissolution, liquidation or
               winding up.


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        7. Reservation of Shares. The Company covenants that during the period
this Warrant is exercisable it will reserve a sufficient number of its
authorized and unissued shares of Common Stock to provide for the issuance of
the number of shares of Common Stock upon the exercise of this Warrant. The
Company agrees that its issuance of this Warrant shall constitute full authority
to its officers to instruct the Company's transfer agent to issue the necessary
certificates for shares of Common Stock upon the exercise of this Warrant,
provided that a sufficient number of authorized and unissued share of Common
Stock then exist.

        8. Vesting Schedule. This Warrant shall become vested and then
immediately exercisable without any further condition or event ("Vested") as
follows: twenty percent (20%) of the Shares shall become fully vested one
calendar year following the Issue Date, twenty percent (20%) of the Shares shall
become fully vested two calendar years following the Issue Date, twenty percent
(20%) of the Shares shall become fully vested three calendar years following the
Issue Date, twenty percent (20%) of the Shares shall become fully vested four
calendar years following the Issue Date, and twenty percent (20%) of the Shares
shall become fully vested five calendar years following the Issue Date, subject
to the occurrence of a Liquidity Event, in which case all of the Shares shall
become fully vested fifteen (15) days prior thereto. In the event of a Liquidity
Event, the Company shall give the Holder at least fifteen (15) days prior notice
of such event in accordance with Section 6(c) and shall give the Holder the
opportunity to exercise this Warrant prior thereto.

        9.     Exercise of Warrant.

        (a)    This Warrant may be exercised by the Holder, subject to the
               vesting schedule set forth in Section 8, on the earlier of (a) a
               vote by a majority of the shareholders of the Common Stock of the
               Company (other than the Holder) in favor of such exercise or (b)
               upon the delisting by the American Stock Exchange of the Common
               Stock of the Company. Such exercise may be in an amount that
               corresponds to the amount of the Common Stock Shares which may be
               purchased under the terms of this Warrant, by the surrender of
               this Warrant at the principal office of the Company, together
               with the Subscription Form attached hereto duly completed and
               executed and accompanied by payment in full of the aggregate
               Warrant Price for such amount of shares of Common Stock being
               purchased upon such exercise; provided, however, that upon
               request of the Holder, the Company shall promptly notify the
               Holder of the aggregate Warrant Price for the shares of Common
               Stock being purchased upon such exercise. Payment of the Warrant
               Price may be made by cash, certified check, check made payable to
               the Company (if approved by the Company), or wire transfer to an
               account designated by the Company, as payment for all or part of
               the purchase price for the shares of Common Stock being purchased
               upon such exercise. The Warrant shall be deemed to have been
               exercised immediately prior to the close of the effective date of
               the purchase of the Shares and the Holder shall be treated for
               all purposes as the holder of record of such Shares as of the
               close of business on such effective date. As promptly as
               practicable on or after such date, the Company shall instruct its
               transfer agent to issue and deliver to the Holder a certificate
               or certificates for the number of full Shares issuable upon such
               exercise. The Company shall not be




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               required to issue any fractional shares upon the exercise of the
               Holder's purchase rights under this Warrant. In lieu of any
               fractional shares, the Company shall pay cash equal to such
               fraction multiplied by the per-share Warrant Price.

        (b)    Net Exercise.  In addition to and without limiting the rights of
               the Holder under the terms of this Warrant, if the Current
               Market Price of one Share is greater than the Warrant Price
               (at the date of calculation as set forth below), the Holder
               may elect to convert this Warrant in whole or in part into
               Shares (the "Conversion Right"), the aggregate value of which
               Shares shall be equal to the value of this Warrant or the
               portion thereof being converted. The Conversion Right may be
               exercised by the Holder by surrender of this Warrant (with the
               Subscription Form attached hereto) at the principal office of
               the Company, in which event the Company shall issue to the
               Holder a number of Shares computed using the following
               formula:


                                   X = Y(A-B)
                                       ------
                                        A

Where:

               X = The number of Shares to be issued to the Holder upon exercise
               of the Conversion Right.

               Y = The number of Shares issuable under this Warrant (or the
               portion thereof being converted) as determined pursuant to
               Section 2 hereof.

               A = The Current Market Price of one share of Company's shares of
               Common Stock.

               B      =      The Warrant Price.

        (c)    Issuance of certificates for the Shares upon the exercise of
               this Warrant shall be made without charge to the registered
               holder hereof for any issue or other incidental expense, but
               not including transfer taxes, with respect to the issuance of
               such certificates, all of which expenses shall be paid by the
               Company, and such certificates shall be issued in the name of
               the registered holder of this Warrant or in such name or names
               as may be directed by the registered holder of this Warrant;
               provided, however, that in the event certificates for the
               Shares are to be issued in a name other than the name of the
               registered holder of this Warrant, this Warrant, when
               surrendered for exercise, shall be accompanied by the Form of
               Assignment attached hereto duly executed by the Holder hereof,
               and provided further, that any such transfer shall comply with
               Section 12 hereof.


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            10.   Registration Rights.

            (a)   Registration. The Company shall use its reasonable best
                  efforts to file with the SEC as soon as practicable after the
                  effective time of the Merger (as defined in the Reorganization
                  Agreement), but in no event later than the first business day
                  following the filing with the SEC of a post-merger current
                  report on Form 8-K by the Company, a registration statement
                  for an offering to be made on a continuous basis pursuant to
                  Rule 415 covering the resale of Common Stock Shares underlying
                  this Warrant (collectively the "Registrable Securities").
                  Company shall use its reasonable best efforts to cause such
                  registration statement to be declared effective pursuant to
                  the Securities Act as promptly as practicable following the
                  filing thereof. Company shall use its reasonable best efforts
                  to keep such registration statement continuously effective
                  under the Securities Act thereafter for the period ending one
                  year after the date such registration statement has been
                  declared effective (the "Effectiveness Period"). The
                  registration statement shall be on Form S-3 under the
                  Securities Act or such successor or other appropriate form
                  permitting registration of restricted securities for resale in
                  open market transactions (with or without the use of one or
                  more brokers). During the Effectiveness Period, the Company
                  shall use its reasonable best efforts to keep the registration
                  statement continuously effective by supplementing and amending
                  such registration statement as required by the rules,
                  regulations or instructions applicable to the registration
                  form used for such registration statement if required by the
                  Securities Act.

            (b)   Expenses of Registration. All Registration Expenses incurred
                  in connection with any registration, qualification or
                  compliance pursuant to Section 10 shall be borne by the
                  Company. All Selling Expenses (as defined below) incurred in
                  connection with any registrations hereunder shall be borne by
                  the Holder whose securities are so registered pro rata on the
                  basis of the number of shares so registered. For purposes of
                  this Warrant "Registration Expenses" shall include all
                  registration and filing fees, printing expenses, fees and
                  disbursement of counsel for the Company, reasonable fees and
                  expenses of one (1) legal counsel for the Holder up to
                  $30,000, Blue Sky fees and expenses and the expense of any
                  special audits incident to or required by any such
                  registration (but excluding the compensation of regular
                  employees of the Company which shall be paid in any event by
                  the Company). For the purpose of this Warrant "Selling
                  Expenses" shall mean all underwriting discounts and selling
                  commissions and the fees and expenses of one legal counsel for
                  the Holder in excess of $30,000 for each sale.

            (c)   Additional Obligations of the Company. The Company shall, as
                  expeditiously as reasonably possible:

               (i)    Furnish to the Holders such number of copies of a
                      prospectus, including a preliminary prospectus, in
                      conformity with the requirements of the Securities Act,
                      and such other documents as they may reasonably request to
                      facilitate the disposition of Registrable Securities owned
                      by them.


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               (ii)   Use reasonable best efforts to obtain the withdrawal of
                      any order suspending the effectiveness of such a
                      registration statement, or the lifting of any suspension
                      of the qualification of any of the securities covered by
                      such registration statement for sale in any jurisdiction,
                      at the earliest possible date, but such efforts need not
                      include litigation.

               (iii)  Use reasonable best efforts to register and qualify the
                      securities covered by such registration statement under
                      such other securities or Blue Sky laws of such
                      jurisdictions as shall be reasonably requested by the
                      Holders; provided that the Company shall not be required
                      in connection therewith or as a condition thereto to
                      qualify to do business or to file a general consent to
                      service of process in any such states or jurisdictions
                      unless the Company is already subject to service in such
                      jurisdiction and except as may be required by the
                      Securities Act.

               (iv)   Notify each Holder covered by such registration statement
                      at any time when a prospectus relating thereto is
                      required to be delivered under the Securities Act 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 statements
                      therein not misleading in the light of the circumstances
                      then existing. The Company will use its best efforts to
                      amend or supplement such prospectus to cause such
                      prospectus not to include any untrue statement of a
                      material fact or omit to state a material fact required
                      to be stated therein or necessary to make the statements
                      therein not misleading in the light of the circumstances
                      then existing.

               (v)    Furnish on the date that such Registrable Securities are
                      delivered to the underwriters for sale, if such
                      securities are being sold through underwriters, or, if
                      such securities are not being sold through underwriters,
                      on the date that the registration statement with respect
                      to such Registrable Securities becomes effective, (i) an
                      opinion, dated as of such date, of the counsel
                      representing the Company for the purposes of such
                      registration, in form and substance as is customarily
                      given to underwriters in an underwritten public
                      offering, addressed to the underwriters, if any, or to
                      the Holders requesting registration of Registrable
                      Securities if no underwriter is involved, and (ii) a
                      letter dated as of such date, from the independent
                      certified public accountants of the Company, in form and
                      substance as is customarily given by independent
                      certified public accountants to underwriters in an
                      underwritten public offering addressed to the
                      underwriters, if any.


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      (d)   Indemnification.

            (i)   To the extent permitted by law, the Company will indemnify and
                  hold harmless each Holder, the partners, officers, members and
                  directors of each Holder, any underwriter (as defined in the
                  Securities Act) for such Holder and each person, if any, who
                  controls such Holder or underwriter within the meaning of the
                  Securities Act or the Exchange Act, against any losses,
                  claims, damages, or liabilities (joint or several) to which
                  they may become subject under the Securities Act, the Exchange
                  Act or other federal or state law, insofar as such losses,
                  claims, damages or liabilities (or actions in respect thereof)
                  arise out of or are based upon any of the following
                  statements, omissions or violations (collectively a
                  "Violation") by the Company: (i) any untrue statement or
                  alleged untrue statement of a material fact contained in the
                  registration statement contemplated in Section 10(a),
                  including any preliminary prospectus or final prospectus
                  contained therein or any amendments or supplements thereto,
                  (ii) the omission or alleged omission to state therein a
                  material fact required to be stated therein, or necessary to
                  make the statements therein not misleading, or (iii) any
                  violation or alleged violation by the Company of the
                  Securities Act, the Exchange Act, any state securities law or
                  any rule or regulation promulgated under the Securities Act,
                  the Exchange Act or any state securities law in connection
                  with the offering covered by such registration statement; and
                  the Company will pay as incurred to each such Holder, partner,
                  officer, member, director, underwriter or controlling person
                  for any legal or other expenses reasonably incurred by them in
                  connection with investigating or defending any such loss,
                  claim, damage, liability or action; provided, however, that
                  the indemnity agreement contained in this Section 10(d)(i)
                  shall not apply to amounts paid in settlement of any such
                  loss, claim, damage, liability or action if such settlement is
                  effected without the consent of the Company, which consent
                  shall not be unreasonably withheld, nor shall the Company be
                  liable in any such case for any such loss, claim, damage,
                  liability or action to the extent that it arises out of or is
                  based upon a Violation which occurs in reliance upon and in
                  conformity with written information furnished expressly for
                  use in connection with such registration by such Holder,
                  partner, member, officer, director, underwriter or controlling
                  person of such Holder.

            (ii)  To the extent permitted by law, each Holder, severally but not
                  jointly, will, if Registrable Securities held by such Holder
                  are included in the securities as to which such registration
                  qualifications or compliance is being effected, indemnify and
                  hold harmless the Company, each of its directors, its officers
                  and each person, if any, who controls the Company within the
                  meaning of the Securities Act, any underwriter and any other
                  Holder selling securities under such registration statement or
                  any of such other Holder's partners, members, directors or
                  officers or any person who


                                       12
<PAGE>   13


                  controls such Holder, against any losses, claims, damages or
                  liabilities (joint or several) to which the Company or any
                  such director, officer, member, controlling person,
                  underwriter or other such Holder, or partner, member,
                  director, officer or controlling person of such other Holder
                  may become subject under the Securities Act, the Exchange Act
                  or other federal or state law, insofar as such losses, claims,
                  damages or liabilities (or actions in respect thereto) arise
                  out of or are based upon any Violation, in each case to the
                  extent (and only to the extent) that such Violation occurs in
                  reliance upon and in conformity with written information
                  furnished by such Holder under an instrument duly executed by
                  such Holder and stated to be specifically for use in
                  connection with such registration; and each such Holder will
                  pay as incurred any legal or other expenses reasonably
                  incurred by the Company or any such director, officer,
                  controlling person, underwriter or other Holder, or partner,
                  member, officer, director or controlling person of such other
                  Holder in connection with investigating or defending any such
                  loss, claim, damage, liability or action if it is judicially
                  determined that there was such a Violation; provided, however,
                  that the indemnity agreement contained in this Section
                  10(d)(ii) shall not apply to amounts paid in settlement of any
                  such loss, claim, damage, liability or action if such
                  settlement is effected without the consent of the Holder,
                  which consent shall not be unreasonably withheld;

            (iii) Promptly after receipt by an indemnified party under this
                  Section 10(d) of notice of the commencement of any action
                  (including any governmental action), such indemnified party
                  will, if a claim in respect thereof is to be made against any
                  indemnifying party under this Section 10(d) deliver to the
                  indemnifying party a written notice of the commencement
                  thereof and the indemnifying party shall have the right to
                  participate in, and, to the extent the indemnifying party so
                  desires, jointly with any other indemnifying party similarly
                  noticed, to assume the defense thereof with counsel mutually
                  satisfactory to the parties; provided, however, that an
                  indemnified party shall have the right to retain its own
                  counsel, with the fees and expenses to be paid by the
                  indemnifying party, if representation of such indemnified
                  party by the counsel retained by the indemnifying party
                  (together with all other indemnified parties which may be
                  represented without conflict by one counsel) would be
                  inappropriate due to actual or potential differing interests
                  between such indemnified party and any other party represented
                  by such counsel in such proceeding. The failure to deliver
                  written notice to the indemnifying party within a reasonable
                  time of the commencement of any such action, if materially
                  prejudicial to its ability to defend such action, shall
                  relieve such indemnifying party of any liability to the
                  indemnified party under this Section 10(d), but the omission
                  so to deliver written notice to the



                                       13
<PAGE>   14

                  indemnifying party will not relieve it of any liability that
                  it may have to any indemnified party otherwise than under this
                  Section 10(d).

            (iv)  If the indemnification provided for in this Section 10(d) is
                  held by a court of competent jurisdiction to be unavailable to
                  an indemnified party with respect to any losses, claims,
                  damages or liabilities referred to herein, the indemnifying
                  party, in lieu of indemnifying such indemnified party
                  thereunder, shall to the extent permitted by applicable law
                  contribute to the amount paid or payable by such indemnified
                  party as a result of such loss, claim, damage or liability in
                  such proportion as is appropriate to reflect the relative
                  fault of the indemnifying party on the one hand and of the
                  indemnified party on the other hand in connection with the
                  Violation(s) that resulted in such loss, claim, damage or
                  liability, as well as any other relevant equitable
                  considerations. The relative fault of the indemnifying party
                  and of the indemnified party shall be determined by a court of
                  law by reference to, among other things, whether the untrue or
                  alleged untrue statement of a material fact or the omission to
                  state a material fact relates to information supplied by the
                  indemnifying party or by the indemnified party and the
                  parties' relative intent, knowledge, access to information and
                  opportunity to correct or prevent such statement or omission;
                  provided that in no event shall any contribution by an Holder
                  hereunder exceed the net proceeds from the offering received
                  by such Holder.

            (v)   The obligations of the Company and Holders under this Section
                  10(d) shall survive completion of any offering of Registrable
                  Securities in a registration statement and the termination of
                  this agreement. No indemnifying party, in the defense of any
                  such claim or litigation, shall, except with the consent of
                  each indemnified party, consent to entry of any judgment or
                  enter into any settlement which does not include as an
                  unconditional term thereof the giving by the claimant or
                  plaintiff to such indemnified party of a release from all
                  liability in respect to such claim or litigation.

        (e)    Rule 144 Reporting. With a view to making available to the
               Holders the benefits of certain rules and regulations of the SEC
               which may permit the sale of the Registrable Securities to the
               public without registration, the Company agrees to use reasonable
               best efforts to:

               (i)    Make and keep public information available, as those terms
                      are understood and defined in SEC Rule 144 or any similar
                      or analogous rule promulgated under the Securities Act, at
                      all times after the effective date of the first
                      registration filed by the Company for an offering of its
                      securities to the general public;


                                       14
<PAGE>   15



               (ii)   File with the SEC, in a timely manner, all reports and
                      other documents required of the Company under the Exchange
                      Act; and

               (iii)  So long as an Holder owns any Registrable Securities,
                      furnish to such Holder forthwith upon request: a written
                      statement by the Company as to its compliance with the
                      reporting requirements of said Rule 144 of the Securities
                      Act, and of the Exchange Act (at any time after it has
                      become subject to such reporting requirements); a copy of
                      the most recent annual or quarterly report of the Company;
                      and such other reports and documents as an Holder may
                      reasonably request in availing itself of any rule or
                      regulation of the SEC allowing it to sell any such
                      securities without registration.

        11. Automatic Termination. This Warrant and the rights hereunder shall
be automatically be terminated upon (a) the dissolution or liquidation of the
Company, or (b) in the event that Holder, in its capacity as a shareholder of
Series A Convertible Preferred Stock of the Company, causes a redemption of any
or all of its shares of such stock under Section 6 of the Certificate of and
Designation of Series and Determination of Rights and Preferences for Series A
Convertible Preferred Stock of e-MedSoft.com, filed with the Nevada Secretary of
State on August __, 2001 (the "Certificate of Designations"); provided, however,
that if Holder causes a partial redemption of such shares, this Warrant and the
rights hereunder shall be automatically cancelled on a pro rata basis equivalent
to the percentage of the total number of Series A Preferred Stock redeemed by
the Holder.

        12. Transfer or Assignment of Warrant. This Warrant, and any rights
hereunder, may not be assigned or transferred, except the heirs or assigns of
Holder or as provided pursuant to the Reorganization Agreement or operation of
law or by reason of reorganization. Any purported transfer or assignment made
other than in accordance with this Section 12 shall be null and void and of no
force and effect.

        13. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new warrant identical in tenor and date in lieu of this
Warrant.

        14. General. This Warrant shall be governed by and interpreted in
accordance with the laws of the State of Delaware. The headings in this Warrant
are for purposes of convenience and reference only and shall not be deemed to
constitute a part hereof. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but rather only by an
instrument in writing signed by the Company and the Holder. All notices and
other communications from the Company to the Holder shall be by courier or
mailed first-class registered or certified mail, postage pre-paid, to the last
address furnished to the Company in writing by the Holder. This Warrant shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.



                                       15
<PAGE>   16

        15. Amendment and Waiver. Any provisions of this Warrant (including,
without limitation, termination of exercisability) may be amended or waived, and
any and all such amendments or waivers shall be binding upon the Holder, only if
approved in writing by the Company and the Holder.


                            [SIGNATURE PAGE FOLLOWS]




                                       16
<PAGE>   17
EXHIBIT C



This Warrant is issued this ____ day of ________, 2001 to _____.

                                  eMedSoft.com




                                  By:___________________________________
                                      Name: ____________________________
                                      Title:  __________________________



<PAGE>   18






                                SUBSCRIPTION FORM


The undersigned registered owner of the Warrant which accompanies this
Subscription Form hereby irrevocably exercises such Warrant for, and purchases,
______ shares of eMedSoft.com ("Company") Common Stock, purchasable upon the
exercise of such Warrant, and herewith makes payment therefor, all at the price
and on the terms and conditions specified in such Warrant. The undersigned
elects to make such payment in ______ cash. In making such election, the
undersigned warrants that all of the terms of the Reorganization Agreement,
pursuant to which the Warrant was issued, shall apply in full upon exercise of
the Warrant.

Dated: _______________

                                                _______________________________
                                                (Signature of Registered Owner)


                                                _______________________________
                                                (Name)


                                                _______________________________
                                                (Street Address)


                                                _______________________________
                                                (City, State, Zip Code)



<PAGE>   19






                               FORM OF ASSIGNMENT


                 (To be signed only upon assignment of Warrant)


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

                        _______________________________
                        _______________________________
                        _______________________________

          (Name and address of assignee must be printed or typewritten)


___________ shares of eMedSoft.com Common Stock purchasable under the within
Warrant, hereby irrevocably constituting and appointing __________ to transfer
said Warrant on the books of the Company, with full power of substitution in the
premises.

Dated: ___________

                                   By:_________________________________________
                                      (Signature of Registered Owner)