RESTATED ARTICLES OF INCORPORATION
                              WITH AMENDMENTS OF
                                 e-MedSoft.com


     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned corporation,
e-MedSoft.com, pursuant to the provisions of the General Corporation Law of
Nevada, does hereby adopt these Restated Articles of Incorporation with
Amendments.

     On June 30, 1999, the Board of Directors and Shareholders holding a
majority of the voting power of the Corporation approved and adopted the
following resolution:

     RESOLVED:  That the Corporation's Articles of Incorporation, as amended,
be amended in their entirety, and that such amended Articles of Incorporation
be restated and filed with the Nevada Secretary of State in the manner
prescribed by the General Corporation Law of Nevada.

     These Restated Articles of Incorporation with Amendments shall not effect
any exchange, reclassification, or cancellation of issued shares, nor shall
they effect a change in the amount of stated capital.

     The Corporation's Articles of Incorporation are hereby amended and
restated to read as follows:

                                   ARTICLE I
                                     NAME

     The name of the Corporation is:  e-MedSoft.com.

                                   ARTICLE II
                     REGISTERED OFFICE AND REGISTERED AGENT

     The address of the registered office of the Corporation is One East First
Street, Reno, Nevada 89501, and the name of the registered agent at such
address is Corporation Trust Co. of Nevada. Either the registered office or
the registered agent may be changed in the manner permitted by law.

                                   ARTICLE III
                                     PURPOSE

    The Corporation may engage in any lawful activity.

                                   ARTICLE IV
                                 CAPITAL STOCK

     The aggregate number of shares which this Corporation shall have
authority to issue is 100,000,000 shares of $.001 par value each, which shares
shall be designated "Common Stock"; and 5,000,000 shares of $.001 par value
each, which shares shall be designated "Preferred Stock" and which may be
issued in one or more series at the discretion of the Board of Directors.  In
establishing a series the Board of Directors shall give to it a distinctive
designation so as to distinguish it from the shares of all other series and
classes, shall fix the number of shares in such series, and the preferences,

<PAGE>



rights and restrictions thereof.  All shares of any one series shall be alike
in every particular except as otherwise provided by these Articles of
Incorporation or the General Corporation Law of Nevada.

     1.  Dividends.  Dividends in cash, property or shares shall be paid upon
the Preferred Stock for any year on a cumulative or noncumulative basis as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock, to the extent earned surplus for each such year is
available, in an amount as determined by a resolution of the Board of
Directors.  Such Preferred Stock dividends shall be paid pro rata to holders
of Preferred Stock in any amount not less than nor more than the rate as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock.  No other dividend shall be paid on the Preferred Stock.

     Dividends in cash, property or shares of the Corporation may be paid upon
the Common Stock, as and when declared by the Board of Directors, out of funds
of the Corporation to the extent and in the manner permitted by law, except
that no Common Stock dividend shall be paid for any year unless the holders of
Preferred Stock, if any, shall receive the maximum allowable Preferred Stock
dividend for such year.

     2.  Distribution in Liquidation.  Upon any liquidation, dissolution or
winding up of the Corporation, and after paying or adequately providing for
the payment of all its obligations, the remainder of the assets of the
Corporation shall be distributed, either in cash or in kind, first pro rata to
the holders of the Preferred Stock until an amount to be determined by a
resolution of the Board of Directors prior to issuance of such Preferred
Stock, has been distributed per share, and, then, the remainder pro rata to
the holders of the Common Stock.

     3.  Redemption.  The Preferred Stock may be redeemed in whole or in part
as determined by a resolution of the Board of Directors prior to the issuance
of such Preferred Stock, upon prior notice to the holders of record of the
Preferred Stock, published, mailed and given in such manner and form and on
such other terms and conditions as may be prescribed by the Bylaws or by
resolution of the Board of Directors, by payment in cash or Common Stock for
each share of the Preferred Stock to be redeemed, as determined by a
resolution of the Board of Directors prior to the issuance of such Preferred
Stock.  Common Stock used to redeem Preferred Stock shall be valued as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock.  Any rights to or arising from fractional shares shall
be treated as rights to or arising from one share.  No such purchase or
retirement shall be made if the capital of the Corporation would be impaired
thereby.

     If less than all the outstanding shares are to be redeemed, such
redemption may be made by lot or pro rata as may be prescribed by resolution
of the Board of Directors; provided, however, that the Board of Directors may
alternatively invite from shareholders offers to the Corporation of Preferred
Stock at less than an amount to be determined by a resolution of the Board of
Directors prior to issuance of such Preferred Stock, and when such offers are
invited, the Board of Directors shall then be required to buy at the lowest
price or prices offered, up to the amount to be purchased.

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<PAGE>




     From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the Corporation in the payment of
the redemption price), all dividends on the Preferred Stock thereby called for
redemption shall cease to accrue and all rights of the holders thereof as
stockholders of the Corporation, except the right to receive the redemption
price, shall cease and terminate.

     4.  Voting Rights; Cumulative Voting.  Each outstanding share of Common
Stock shall be entitled to one vote and each fractional share of Common Stock
shall be entitled to a corresponding fractional vote on each matter submitted
to a vote of shareholders.  A majority of the shares of Common Stock entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders.  Except as otherwise provided by these Articles of
Incorporation or the General Corporation Law of Nevada, if a quorum is
present, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the
shareholders.  Cumulative voting shall not be allowed in the election of
directors of this Corporation.

     Shares of Preferred Stock shall only be entitled to such vote as is
determined by the Board of Directors prior to the issuance of such stock,
except as required by law, in which case each share of Preferred Stock shall
be entitled to one vote.

     5.  Denial of Preemptive Rights.  No holder of any shares of the
Corporation, whether now or hereafter authorized, shall have any preemptive or
preferential right to acquire any shares or securities of the Corporation,
including shares or securities held in the treasury of the Corporation.

     6.  Conversion Rights.  Holders of shares of Preferred Stock may be
granted the right to convert such Preferred Stock to Common Stock of the
Corporation on such terms as may be determined by the Board of Directors prior
to issuance of such Preferred Stock.

                                   ARTICLE V
                              BOARD OF DIRECTORS

     The members of the governing board of the Corporation shall be styled as
directors.  The Board of Directors shall consist of at least one (1) member,
which number may be increased or decreased, to  not less than one (1), by
resolution of the Board of Directors.  The name and address of the Director of
the Corporation as of the date of these Restated Articles of Incorporation
with Amendments is as follows:

                          John Andrews
                          1300 Marsh Landing Parkway, Suite 106
                          Jacksonville, Florida  32250

                                  ARTICLE VI
                                     TERM

     The Corporation shall have perpetual existence.


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<PAGE>



                                  ARTICLE VII
                                INDEMNIFICATION

     Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he, or a
person of whom he is the legal representative, is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as
a director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified
and held harmless to the fullest extent legally permissible under the laws of
the State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith.
Such right of indemnification shall be a contract right which may be enforced
in any manner desired by such person.  The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the Corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the Corporation.  Such right of indemnification
shall not be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire, and, without limiting the
generality of such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote of stockholders,
provision of law, or otherwise, as well as their rights under this Article.

     Without limiting the application of the foregoing, the Board of Directors
may adopt bylaws from time to time with respect to indemnification, to provide
at all times the fullest indemnification permitted by the laws of the State of
Nevada, and may cause the Corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as director or officer
of another corporation, or as its representative in a partnership, joint
venture, trust or other enterprises against any liability asserted against
such person and incurred in any such capacity or arising out of such status,
whether or not the Corporation would have the power to indemnify such person.

     The indemnification provided in this Article shall continue as to a
person who has ceased to be a director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors and administrators of such
person.

                                 ARTICLE VIII
                       DIRECTORS' AND OFFICERS' LIABILITY

     A director or officer of the Corporation shall not be personally liable
to this Corporation or its stockholders for damages for breach of fiduciary
duty as a director or officer, but this article shall not eliminate or limit
the liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the
payment of distributions in violation of NRS 78.300.  Any repeal or
modification of this Article by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.

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<PAGE>



                                  ARTICLE IX
                                  AMENDMENTS

     The Corporation reserves the right to amend its Articles of Incorporation
from time to time in accordance with the General Corporation Law of Nevada.

                                  ARTICLE X
                        ADOPTION AND AMENDMENT OF BYLAWS

     The initial Bylaws of the Corporation shall be adopted by its board of
directors.  Subject to repeal or change by action of the shareholders, the
power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested
in the board of directors.  The Bylaws may contain any provisions for the
regulation and management of the affairs of the Corporation not inconsistent
with law or these Articles of Incorporation.

      IN WITNESS WHEREOF, the undersigned officers, for and on behalf of the
Corporation have signed these Restated Articles of Incorporation with
Amendments this 30th day of June 1999.

                                   e-MedSoft.com
ATTEST:


By:/s/ Margaret Harris             By:/s/ John Andrews
Margaret Harris, Secretary            John Andrews, President



                             ACKNOWLEDGMENT

STATE OF COLORADO       )
                        ) ss.
COUNTY OF DENVER        )

     On this 30th day of June 1999, personally appeared before me, a Notary
Public, John Andrews and Margaret Harris, President and Secretary,
respectively, of e-MedSoft.com, to acknowledged to me that he executed the
foregoing instrument.

                                    /s/ Virginia M. Anglada   4/21/2002
                                    Notary Public in and for said
                                    County and State










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