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                                                                     EXHIBIT 4.1


                          REGISTRATION RIGHTS AGREEMENT

            THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
February 20, 2001 between Hoskin International Limited ("Purchaser") and
e-Medsoft.com (the "Company").

            WHEREAS, simultaneously with the execution and delivery of this
Agreement, the parties are entering into a Common Stock Purchase Agreement,
dated as of the date hereof (the "Purchase Agreement"), by and between the
Purchaser and the Company, the Purchaser has committed to purchase up to
$25,000,000 of the Company's Common Stock (terms not defined herein shall have
the meanings ascribed to them in the Purchase Agreement) and the Warrant; and

            WHEREAS, the execution and delivery of this Agreement granting to
the Purchaser the registration rights set forth herein with respect to the
Shares is a component part of the transaction contemplated under the Purchase
Agreement.

            NOW, THEREFORE, the parties hereto mutually agree as follows:

            Section 1. Registrable Securities. As used herein the term
"Registrable Security" means all Shares that have not been (i) sold under the
Registration Statement, (ii) sold under circumstances under which all of the
applicable conditions of Rule 144 (or any similar provision then in force) under
the Securities Act ("Rule 144") are met, (iii) otherwise transferred to persons
who may trade such Shares without restriction under the Securities Act, and the
Company has delivered a new certificate or other evidence of ownership for such
Shares not bearing a restrictive legend or (iv) sold without any time, volume or
manner limitations pursuant to Rule 144(k) (or any similar provision then in
effect) under the Securities Act. In the event of any merger, reorganization,
consolidation, recapitalization or other change in corporate structure affecting
the Common Stock, such adjustment shall be deemed to be made in the definition
of "Registrable Security" as is appropriate in order to prevent any dilution or
enlargement of the rights granted pursuant to this Agreement.

            Section 2. Restrictions on Transfer. The Purchaser acknowledges and
understands that in the absence of an effective Registration Statement
authorizing the resale of the Shares as provided herein, the Shares are
"restricted securities" as defined in Rule 144. The Purchaser understands that
no disposition or transfer of the Shares may be made by Purchaser in the absence
of (i) an opinion of counsel to the Purchaser, in form and substance reasonably
satisfactory to the Company, that such transfer may be made without registration
under the Securities Act, or (ii) such registration.

            With a view to making available to the Purchaser the benefits of
Rule 144, the Company agrees to:

               (a) comply with the provisions of paragraph (c)(1) of Rule 144;
        and

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               (b) file with the Commission in a timely manner all reports and
        other documents required to be filed by the Company pursuant to Section
        13 or 15(d) under the Exchange Act; and, if at any time it is not
        required to file such reports but in the past had been required to or
        did file such reports, it will, upon the request of the Purchaser, make
        available other information as required by, and so long as necessary to
        permit sales of, its Registrable Securities pursuant to Rule 144.

            Section 3. Registration Rights With Respect to the Shares.

               (a) The Company agrees that it will prepare and file with the
        Securities and Exchange Commission ("Commission"), within forty-five
        (45) days after the date hereof, a registration statement (on Form S-3
        and/or S-1, or other appropriate form of registration statement) under
        the Securities Act (the "Registration Statement"), at the sole expense
        of the Company (except as provided in Section 3(d) hereof, so as to
        permit a public offering and resale of the Shares under the Securities
        Act by Purchaser.

               (b) The Company shall use its best efforts to cause the
        Registration Statement to become effective within the earlier of (i)
        ninety (90) days of the date hereof, or (ii) five (5) days after
        receiving written notice of SEC clearance and will within said five (5)
        days request acceleration of effectiveness. The Company will notify
        Purchaser of the effectiveness of the Registration Statement within one
        Trading Day of such event.

               (c) The Company will maintain the Registration Statement or
        post-effective amendment filed under this Section 3 hereof effective
        under the Securities Act until the earliest of (i) the date that all the
        Shares have been disposed of pursuant to the Registration Statement,
        (ii) the date that all of the Shares have been sold pursuant to the
        Registration Statement, (iii) all Shares have been otherwise transferred
        to persons who may trade such shares without restriction under the
        Securities Act, and the Company has delivered a new certificate or other
        evidence of ownership for such Shares not bearing a restrictive legend,
        (iv) all Shares may be sold without any time, volume or manner
        limitations pursuant to Rule 144(k) or any similar provision then in
        effect under the Securities Act in the opinion of counsel to the
        Company, which counsel shall be reasonably acceptable to the Purchaser,
        or (v) 20 months after the Effective Date, provided that the Company
        gives the investor 10 Trading Days' notice that the Registration
        Statement shall no longer be effective (the "Effectiveness Period").

               (d) All fees, disbursements and out-of-pocket expenses and costs
        incurred by the Company in connection with the preparation and filing of
        the Registration Statement under subparagraph 3(a) and in complying with
        applicable securities and Blue Sky laws (including, without limitation,
        all attorneys' fees of the Company) shall be borne by the Company. The
        Purchaser shall bear the cost of underwriting and/or brokerage
        discounts, fees and commissions, if any, applicable to the Shares being
        registered and the fees and expenses of its counsel.

               (e) The Purchaser and its counsel shall have a reasonable period,
        not to exceed five (5) Trading Days, to review the proposed Registration
        Statement or any


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        amendment thereto, prior to filing with the Commission, and the Company
        shall provide the Purchaser with copies of any comment letters received
        from the Commission with respect thereto within two (2) Trading Days of
        receipt thereof.

               (f) The Company shall make reasonably available for inspection by
        Purchaser, any underwriter participating in any disposition pursuant to
        the Registration Statement, and any attorney, accountant or other agent
        retained by the Purchaser or any such underwriter all relevant financial
        and other records, pertinent corporate documents and properties of the
        Company and its subsidiaries, and cause the Company's officers,
        directors and employees to supply all information reasonably requested
        by the Purchaser or any such underwriter, attorney, accountant or agent
        in connection with the Registration Statement, in each case, as is
        customary for due diligence examinations; provided, however, all
        records, information and documents that are designated in writing by the
        Company, in good faith, as confidential, proprietary or containing any
        material non-public information shall be kept confidential by the
        Purchaser and any such underwriter, attorney, accountant or agent (and,
        upon the reasonable request of the Company, as a condition to the
        Purchaser's right to receive such information hereunder, such
        underwriters, attorneys, accountants and agents, as may be applicable,
        shall enter into confidentiality agreements in a form reasonably
        acceptable to the Company), unless such disclosure is made pursuant to
        judicial process in a court proceeding (after first giving the Company
        an opportunity promptly to seek a protective order or otherwise limit
        the scope of the information sought to be disclosed) or is required by
        law, or such records, information or documents become available to the
        public generally or through a third party not in violation of an
        accompanying obligation of confidentiality. If the foregoing inspection
        and information gathering would otherwise disrupt the Company's conduct
        of its business, such inspection and information gathering shall, to the
        maximum extent possible, be coordinated on behalf of the Purchaser and
        the other parties entitled thereto by one firm of counsel designed by
        and on behalf of the majority in interest of Purchaser and other
        parties.

               (g) The Company shall qualify any of the Shares for sale in such
        states as the Purchaser reasonably designates and shall furnish
        indemnification in the manner provided in Section 6 hereof. However, the
        Company shall not be required to qualify in any state which will require
        an escrow or other restriction relating to the Company and/or the
        sellers, or which will require the Company to qualify to do business in
        such state or require the Company to file therein any general consent to
        service of process.

               (h) The Company at its expense will supply the Purchaser with
        copies of the Registration Statement and the included therein (the
        "Prospectus") and other related documents in such quantities as may be
        reasonably requested by the Purchaser.

               (i) The Company shall not be required by this Section 3 to
        include a Purchaser's Shares in any Registration Statement which is to
        be filed if, in the opinion of counsel for both the Purchaser and the
        Company (or, should they not agree, in the opinion of another counsel
        experienced in securities law matters acceptable to counsel for the
        Purchaser and the Company) the proposed offering or other transfer as to
        which such


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        registration is requested is exempt from applicable federal and state
        securities laws and would result in all purchasers or transferees
        obtaining securities which are not "restricted securities", as defined
        in Rule 144 under the Securities Act.

               (j) If at any time or from time to time after the effective date
        of the Registration Statement, the Company notifies the Purchaser in
        writing of the existence of a Potential Material Event (as defined in
        Section 3(k) below), the Purchaser shall not offer or sell any Shares or
        engage in any other transaction involving or relating to Shares, from
        the time of the giving of notice with respect to a Potential Material
        Event until the Purchaser receives written notice from the Company that
        such Potential Material Event either has been disclosed to the public or
        no longer constitutes a Potential Material Event (the "Suspension
        Period"). Notwithstanding anything herein to the contrary, if a
        Suspension Period occurs during any Draw Down Pricing Period or during
        the ten (10) Trading Days immediately following the end of any Draw Down
        Pricing Period, the Company must compensate the Purchaser for any net
        decline in the market value of any Shares (i) purchased by the Purchaser
        pursuant to the most recently completed Draw Down Pricing Period, and
        (ii) sold by the Purchaser during the ten (10) Trading Days immediately
        following the end of such Suspension period. Net decline shall be
        calculated as the difference between the highest VWAP during the
        Suspension Period and the average price at which the Purchaser sold the
        Shares in accordance with (ii) above. If a Potential Material Event
        shall occur prior to the date the Registration Statement is filed, then
        the Company's obligation to file the Registration Statement shall be
        delayed without penalty for not more than thirty (30) calendar days. THE
        COMPANY MUST GIVE PURCHASER NOTICE OF THE EXISTENCE OF A POTENTIAL
        MATERIAL EVENT IN WRITING AT LEAST TWO (2) TRADING DAYS PRIOR TO THE
        FIRST DAY OF ANY SUSPENSION PERIOD, IF LAWFUL TO DO SO.

               (k) "Potential Material Event" means any of the following: (i)
        the possession by the Company of material information that is not ripe
        for disclosure in a registration statement, as determined in good faith
        by the Chief Executive Officer or the Board of Directors of the Company
        or that disclosure of such information in the Registration Statement
        would be detrimental to the business and affairs of the Company; or (ii)
        any material engagement or activity by the Company which would, in the
        good faith determination of the Chief Executive Officer or the Board of
        Directors of the Company, be adversely affected by disclosure in a
        registration statement at such time, which determination shall be
        accompanied by a good faith determination by the Chief Executive Officer
        or the Board of Directors of the Company that the Registration Statement
        would be materially misleading absent the inclusion of such information.

            Section 4. Cooperation with Company. The Purchaser shall cooperate
with the Company in all respects in connection with this Agreement, including
timely supplying all information reasonably requested by the Company (which
shall include all information regarding the Purchaser and proposed manner of
sale of the Registrable Securities required to be disclosed in the Registration
Statement) and executing and returning all documents reasonably requested in
connection with the registration and sale of the Registrable Securities and
entering into and performing its obligations under any underwriting agreement,
if the offering is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such


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underwritten offering. The Purchaser shall consent to be named as an underwriter
in the Registration Statement. Purchaser acknowledges that in accordance with
current Commission policy, the Purchaser will be named as the underwriter of the
Shares in the Registration Statement.

            Section 5. Registration Procedures. If and whenever the Company is
required by any of the provisions of this Agreement to effect the registration
of any of the Registrable Securities under the Securities Act, the Company shall
(except as otherwise provided in this Agreement), as expeditiously as possible,
subject to the Purchaser's assistance and cooperation as reasonably required:

               (a) prepare and file with the Commission such amendments and
        supplements to the Registration Statement and the Prospectus as may be
        necessary to keep such registration statement effective and to comply
        with the provisions of the Securities Act with respect to the sale or
        other disposition of all securities covered by such registration
        statement whenever the Purchaser of such Registrable Securities shall
        desire to sell or otherwise dispose of the same (including prospectus
        supplements with respect to the sales of securities from time to time in
        connection with a registration statement pursuant to Rule 415
        promulgated under the Securities Act) and (ii) take all lawful action
        such that each of (A) the Registration Statement and any amendment
        thereto does not, when it becomes effective, contain an 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 and (B) the Prospectus, and any amendment or supplement
        thereto, does not at any time during the Effectiveness Period include an
        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, in light of the circumstances under which they were made, not
        misleading;

               (b) prior to the filing with the Commission of any Registration
        Statement (including any amendments thereto) and the distribution or
        delivery of any Prospectus (including any supplements thereto), provide
        draft copies thereof to the Purchaser and reflect in such documents all
        such comments as the Purchaser (and its counsel) reasonably may propose
        and (ii) furnish to the Purchaser such numbers of copies of the
        Prospectus including a preliminary prospectus or any amendment or
        supplement to any Prospectus, as applicable, in conformity with the
        requirements of the Securities Act, and such other documents, as the
        Purchaser may reasonably request in order to facilitate the public sale
        or other disposition of the Registrable Securities;

               (c) comply with New York blue sky laws with respect to the
        Registrable Securities (subject to the limitations set forth in Section
        3(g) above), and do any and all other acts and things which may be
        reasonably necessary or advisable to enable the Purchaser to consummate
        the public sale or other disposition in such jurisdiction of the
        Registrable Securities;

               (d) list such Registrable Securities on the Principal Market, and
        any other exchange on which the Common Stock of the Company is then
        listed, if the listing


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        of such Registrable Securities is then permitted under the rules of such
        exchange or the Nasdaq Stock Market;

               (e) notify the Purchaser at any time when the Prospectus relating
        thereto covered by the Registration Statement is required to be
        delivered under the Securities Act, of the happening of any event of
        which it has knowledge as a result of which the Prospectus, 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, and the Company shall prepare and file a curative
        amendment under Section 5(a) as quickly as commercially possible;

               (f) as promptly as practicable after becoming aware of such
        event, notify the Purchaser (or, in the event of an underwritten
        offering, the managing underwriters) of the issuance by the Commission
        or any state authority of any stop order or other suspension of the
        effectiveness of the Registration Statement at the earliest possible
        time and take all lawful action to effect the withdrawal, rescission or
        removal of such stop order or other suspension;

               (g) cooperate with the Purchaser to facilitate the timely
        preparation and delivery of certificates for the Registrable Securities
        to be offered pursuant to the Registration Statement and enable such
        certificates for the Registrable Securities to be in such denominations
        or amounts, as the case may be, as the Purchaser reasonably may request
        and registered in such names as the Purchaser may request, pursuant to
        the Purchase Agreement.

               (h) take all such other lawful actions reasonably necessary to
        expedite and facilitate the disposition by the Purchaser of its
        Registrable Securities in accordance with the intended methods therefor
        provided in the Prospectus which are customary for issuers to perform
        under the circumstances;

               (i) in the event of an underwritten offering, promptly include or
        incorporate in a Prospectus supplement or post-effective amendment to
        the Registration Statement such information as the managing underwriters
        reasonably agree should be included therein and to which the Company
        does not reasonably object and make all required filings of such
        prospectus supplement or post-effective amendment as soon as practicable
        after it is notified of the matters to be included or incorporated in
        such prospectus supplement or post-effective amendment; and

               (j) maintain a transfer agent for its Common Stock.

            Section 6. Indemnification.

               (a) The Company agrees to indemnify and hold harmless the
        Purchaser and each person, if any, who controls the Purchaser within the
        meaning of the Securities Act ("Distributing Purchaser") against any
        losses, claims, damages or liabilities, joint or


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        several (which shall, for all purposes of this Agreement, include, but
        not be limited to, all reasonable costs of defense and investigation and
        all reasonable attorneys' fees), to which the Distributing Purchaser may
        become subject, under the Securities Act or otherwise, insofar as such
        losses, claims, damages or liabilities (or actions in respect thereof)
        arise out of or are based upon any untrue statement or alleged untrue
        statement of any material fact contained in the Registration Statement,
        or any related preliminary prospectus, the Prospectus or amendment or
        supplement thereto, or arise out of or are based upon 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;
        provided, however, that the Company will not be liable in any such case
        to the extent that any such loss, claim, damage or liability arises out
        of or is based upon an untrue statement or alleged untrue statement or
        omission or alleged omission made in the Registration Statement,
        preliminary prospectus, the Prospectus or amendment or supplement
        thereto in reliance upon, and in conformity with, written information
        furnished to the Company by the Distributing Purchaser specifically for
        use in the preparation thereof. This Section 6(a) shall not inure to the
        benefit of any Distributing Purchaser with respect to any person
        asserting such loss, claim, damage or liability who purchased the
        Registrable Securities which are the subject thereof if the Distributing
        Purchaser failed to send or give (in violation of the Securities Act or
        the rules and regulations promulgated thereunder) a copy of the
        Prospectus to such person at or prior to the written confirmation to
        such person of the sale of such Registrable Securities, where the
        Distributing Purchaser was obligated to do so under the Securities Act
        or the rules and regulations promulgated thereunder.

               (b) Each Distributing Purchaser agrees that it will indemnify and
        hold harmless the Company, and each officer, director of the Company or
        person, if any, who controls the Company within the meaning of the
        Securities Act, against any losses, claims, damages or liabilities
        (which shall, for all purposes of this Agreement, include, but not be
        limited to, all reasonable costs of defense and investigation and all
        reasonable attorneys' fees) to which the Company or any such officer,
        director or controlling person may become subject under the Securities
        Act or otherwise, insofar as such losses, claims, damages or liabilities
        (or actions in respect thereof) arise out of or are based upon any
        untrue statement or alleged untrue statement of any material fact
        contained in the Registration Statement, or any related preliminary
        prospectus, the Prospectus or amendment or supplement thereto, or arise
        out of or are based upon the omission or the alleged omission to state
        therein a material fact required to be stated therein or necessary to
        make the statements therein not misleading, but in each case only to the
        extent that such untrue statement or alleged untrue statement or
        omission or alleged omission was made in the Registration Statement,
        preliminary prospectus, the Prospectus or amendment or supplement
        thereto in reliance upon, and in conformity with, written information
        furnished to the Company by such Distributing Purchaser specifically for
        use in the preparation thereof. Notwithstanding anything to the contrary
        herein, the Distributing Purchaser shall not be liable under this
        Section 6(b) for any amount in excess of the net proceeds to such
        Distributing Purchaser as a result of the sale of Registrable Securities
        pursuant to the Registration Statement.


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               (c) Promptly after receipt by an indemnified party under this
        Section 6 of notice of the commencement of any action, such indemnified
        party will, if a claim in respect thereof is to be made against the
        indemnifying party under this Section 6, notify the indemnifying party
        of the commencement thereof; but the omission so to notify the
        indemnifying party will not relieve the indemnifying party from any
        liability which it may have to any indemnified party except to the
        extent of actual prejudice demonstrated by the indemnifying party. In
        case any such action is brought against any indemnified party, and it
        notifies the indemnifying party of the commencement thereof, the
        indemnifying party will be entitled to participate in, and, to the
        extent that it may wish, jointly with any other indemnifying party
        similarly notified, assume the defense thereof, subject to the
        provisions herein stated and after notice from the indemnifying party to
        such indemnified party of its election so to assume the defense thereof,
        the indemnifying party will not be liable to such indemnified party
        under this Section 6 for any legal or other expenses subsequently
        incurred by such indemnified party in connection with the defense
        thereof other than reasonable costs of investigation, unless the
        indemnifying party shall not pursue the action to its final conclusion.
        The indemnified party shall have the right to employ separate counsel in
        any such action and to participate in the defense thereof, but the fees
        and expenses of such counsel shall not be at the expense of the
        indemnifying party if the indemnifying party has assumed the defense of
        the action with counsel reasonably satisfactory to the indemnified
        party; provided that if the indemnified party is the Distributing
        Purchaser, the fees and expenses of such counsel shall be at the expense
        of the indemnifying party if (i) the employment of such counsel has been
        specifically authorized in writing by the indemnifying party, or (ii)
        the named parties to any such action (including any impleaded parties)
        include both the Distributing Purchaser and the indemnifying party and
        the Distributing Purchaser shall have been advised by such counsel that
        there may be one or more legal defenses available to the indemnifying
        party different from or in conflict with any legal defenses which may be
        available to the Distributing Purchaser (in which case the indemnifying
        party shall not have the right to assume the defense of such action on
        behalf of the Distributing Purchaser, it being understood, however, that
        the indemnifying party shall, in connection with any one such action or
        separate but substantially similar or related actions in the same
        jurisdiction arising out of the same general allegations or
        circumstances, be liable only for the reasonable fees and expenses of
        one separate firm of attorneys for the Distributing Purchaser, which
        firm shall be designated in writing by the Distributing Purchaser and be
        approved by the indemnifying party). No settlement of any action against
        an indemnified party shall be made without the prior written consent of
        the indemnified party, which consent shall not be unreasonably withheld.

               All fees and expenses of the indemnified party (including
        reasonable costs of defense and investigation in a manner not
        inconsistent with this Section and all reasonable attorneys' fees and
        expenses) shall be paid to the indemnified party, as incurred, within
        ten (10) Trading Days of written notice thereof to the indemnifying
        party; provided, that the indemnifying party may require such
        indemnified party to undertake to reimburse all such fees and expenses
        to the extent it is finally judicially determined that such indemnified
        party is not entitled to indemnification hereunder.


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            Section 7. Contribution. In order to provide for just and equitable
contribution under the Securities Act in any case in which (i) the indemnified
party makes a claim for indemnification pursuant to Section 6 hereof but is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified party, then the Company and the
applicable Distributing Purchaser shall contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (which shall, for
all purposes of this Agreement, include, but not be limited to, all reasonable
costs of defense and investigation and all reasonable attorneys' fees), in
either such case (after contribution from others) on the basis of relative fault
as well as any other relevant equitable considerations. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or the applicable Distributing Purchaser on the other hand, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Distributing Purchaser
agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 7. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 7 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

            Notwithstanding any other provision of this Section 7, in no event
shall any (i) Purchaser be required to undertake liability to any person under
this Section 7 for any amounts in excess of the dollar amount of the net
proceeds to be received by the Purchaser from the sale of the Purchaser's
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Registration Statement under which such
Registrable Securities are to be registered under the Securities Act and (ii)
underwriter be required to undertake liability to any person hereunder for any
amounts in excess of the aggregate discount, commission or other compensation
payable to such underwriter with respect to the Registrable Securities
underwritten by it and distributed pursuant to the Registration Statement.

            Section 8. Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be delivered as set forth
in the Purchase Agreement.

            Section 9. Assignment. Neither this Agreement nor any rights of the
Purchaser or the Company hereunder may be assigned by either party to any other
person. Notwithstanding the foregoing, (a) the provisions of this Agreement
shall inure to the benefit of, and be enforceable by, any transferee of any of
the Common Stock purchased by the Purchaser

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pursuant to the Purchase Agreement other than through open-market sales, and (b)
upon the prior written consent of the Company, which consent shall not be
unreasonably withheld or delayed in the case of an assignment to an affiliate of
the Purchaser, the Purchaser's interest in this Agreement may be assigned at any
time, in whole or in part, to any other person or entity (including any
affiliate of the Purchaser) who agrees to be bound hereby.

            Section 10. Counterparts/Facsimile. This Agreement may be executed
in two or more counterparts, each of which shall constitute an original, but all
of which, when together shall constitute but one and the same instrument, and
shall become effective when one or more counterparts have been signed by each
party hereto and delivered to the other party. In lieu of the original, a
facsimile transmission or copy of the original shall be as effective and
enforceable as the original.

            Section 11. Remedies and Severability. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law. If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction.

            Section 12. Conflicting Agreements. The Company shall not enter into
any agreement with respect to its securities that is inconsistent with the
rights granted to the purchasers of Registrable Securities in this Agreement or
otherwise prevents the Company from complying with all of its obligations
hereunder.

            Section 13. Headings. The headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

            Section 14. Governing Law. Governing Law/Arbitration. This Agreement
shall be governed by and construed in accordance with the internal laws of the
State of California, without giving effect to the choice of law provisions. The
Company and the Purchaser agree to submit themselves to the in personam
jurisdiction of the state and federal courts situated within the the State of
California with regard to any controversy arising out of or relating to this
Agreement. Any dispute under this Agreement shall be submitted to arbitration
under the commercial rules of the American Arbitration Association (the "AAA")
in San Francisco, California, and shall be finally and conclusively determined
by the decision of a board of arbitration consisting of three (3) members
(hereinafter referred to as the "Board of Arbitration") selected as according to
the rules governing the AAA. The Board of Arbitration shall meet on consecutive
business days in San Francisco, California, and shall reach and render a
decision in writing (concurred in by a majority of the members of the Board of
Arbitration) with respect to the amount, if any, which the losing party is
required to pay to the other party in respect of a claim filed. In connection
with rendering its decisions, the Board of Arbitration shall adopt and follow
the laws of the State of California. To the extent practical, decisions of the
Board of Arbitration shall be rendered no more than thirty (30) calendar days
following commencement of proceedings with


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respect thereto. The Board of Arbitration shall cause its written decision to be
delivered to all parties involved in the dispute. The Board of Arbitration shall
be authorized and is directed to enter a default judgment against any party
refusing to participate in the arbitration proceeding within thirty days of any
deadline for such participation. Any decision made by the Board of Arbitration
(either prior to or after the expiration of such thirty (30) calendar day
period) shall be final, binding and conclusive on the parties to the dispute,
and entitled to be enforced to the fullest extent permitted by law and entered
in any court of competent jurisdiction. The prevailing party shall be awarded
its costs, including attorneys' fees, from the non-prevailing party as part of
the arbitration award. Any party shall have the right to seek injunctive relief
from any court of competent jurisdiction in any case where such relief is
available. The prevailing party in such injunctive action shall be awarded its
costs, including reasonable attorneys' fees, from the non-prevailing party.

                            [SIGNATURE PAGE FOLLOWS]


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            IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed, on this 20th day of February, 2001

                                   E-MEDSOFT.COM




                                   By:  /s/ John Andrews
                                        ----------------------------------------
                                          John Andrews, President & CEO


                                   HOSKIN INTERNATIONAL LIMITED


                                   By:  /s/ David Sims
                                        ----------------------------------------
                                          David Sims, Authorized Signatory


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