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                                                                    EXHIBIT 10.1

December 28, 2001   Short Form Convertible Debenture     Geneva, Switzerland

          1 This Short Form Convertible Debenture ("Debenture") shall govern the
advance of US$25,000,000 by Private Investment Bank Limited, Nassau, Bahamas or
its affiliates, acting in its name but on behalf and at the exclusive risk of
Private Investment Bank Limited's client (collectively "PIBL") to e-MedSoft.com
dba Med Diversified or its affiliates (collectively "MED") to be received on or
before December 28, 2001, to a bank account of MED's at PIBL. The parties
executing this Debenture shall be obligated to perform in accordance with its
terms.

          2 PIBL has committed to fund debt to MED in the total amount of
US$25,000,000 on the terms set forth herein on or before December 28, 2001
("principal sum"). Time is of the essence hereunder.

          3 This Debenture is subject to an escrow agreement, executed by the
parties hereto and placed with PIBL, it being the intention and obligation of
the parties that by their execution thereof, the parties are obligated to do
precisely what is set forth in the escrow agreement, without further condition,
term, prerequisite, limitation, contingency, requirement or other exception
whatsoever.

          4 In exchange for such funding of the principal sum, MED and PIBL
agree as follows: (1) MED will repay the principal sum to PIBL or its designee
together with interest thereon at the rate of seven percent (7%) per annum, net
for bondholder ("interest") payable on the maturity date of June 28, 2002, and
MED may pre-pay this obligation in full without penalty at any time - within its
sole discretion - prior to maturity or conversion hereunder, (2) at PIBL or its
assignee's sole option and discretion the repayment of the principal sum may be
converted into equity at any time after January 1, 2002 by PIBL or its designee
directing the use of the collateral shares (described below) to fully and
completely pay off the principal and interest under this debenture. Upon the
written direction that PIBL or its designee is converting hereunder and the
receipt by PIBL or its designee of the collateral shares, MED shall be deemed to
and shall in fact have fully and completely paid off the debt obligation (any
shares issued hereunder shall be known as "conversion shares").

          5 MED has provided to PIBL ("intermediary") shares certificates equal
to eight million two hundred fifty thousand (8,250,000) shares of MED that are
the same class and par value of shares as those currently traded on the American
Stock Exchange, and such share certificates are being held by the intermediary
as collateral for the repayment or conversion by PIBL or its designee of the
principal sum plus interest as set forth above ("collateral shares"). Upon MED
repaying the principal sum plus interest (assuming no interim conversion by PIBL
or its designee) the intermediary shall return the collateral shares and MED
shall have the full right to cancel the collateral shares at its sole
discretion.

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          6 As additional collateral for such funding of the December 28, 2001
principal sum, PIBL or its designee shall receive collateral from U.S.
Government medical gross accounts receivables due to MED ("A/R Collateral") in
an amount equal to US$35,000,000. This A/R Collateral shall be provided to PIBL
by way of a lock-box assignment agreement from NCFE, a copy of which is attached
hereto as Exhibit "A" and incorporated herein by reference.

          7 At the option of PIBL, PIBL has the exclusive right to demand full
payment of the entire amount hereof, plus interest, after June 28, 2002, with a
maximum five (5) day grace period, out of the A/R Collateral lock box being held
by PIBL. At the time of such payment from the A/R Collateral lock box to PIBL,
PIBL shall release the balance of the percentage of the gross accounts
receivable collateral to MED. For example, if the unpaid balance of the
Debenture is US$10M plus US$200,000 interest, and the A/R Collateral is
US$14,200,000, the difference between the US$10,200,000 and the US$14,200,000
will be released back to MED upon payment in full of the Debenture, plus
interest, to PIBL.

Acknowledged, agreed to and accepted this 17th day of Dec. 2001, at Geneva,
Switzerland.

PRIVATE INVESTMENT                 E-MEDSOFT.COM dba
BANK LIMITED                       MED DIVERSIFIED

By: /s/ Francois Rouge             By: /s/ Frank P. Magliochotti
   ----------------------------        -----------------------------------------
       Authorized Signatory            Frank P. Magliochotti, Jr.,
          Francois Rouge               Its President, Chief Executive Officer
                                       And Vice Chairman

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