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                                                                   Exhibit 10.60


                                  E-MEDSOFT.COM
                          1999 STOCK COMPENSATION PLAN

1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain
and motivate eligible persons whose present and potential contributions are
important to the success of the Company, its Parent and Subsidiaries, by
offering them an opportunity to participate in the Company's future performance
through awards of restricted stock and stock options. Capitalized terms not
defined in the text are defined in Section 21.

2. SHARES SUBJECT TO THE PLAN.

         2.1 NUMBER OF SHARES AVAILABLE. Subject to Sections 2.2 and 16, the
         total number of Shares reserved and available for grant and issuance
         pursuant to this Plan will be 5,000,000 Shares, plus an annual increase
         to be added on the first day of the Company's fiscal year beginning in
         2000 equal to the lesser of (i) one million (1,000,000) shares, or (ii)
         four percent (4.0%) of the outstanding Shares on such date; provided,
         however, that in no event shall the total number of shares reserved and
         available for grant and issuance pursuant to this Plan exceed 15% of
         the outstanding Shares on such date. Subject to Sections 2.2 and 16,
         Shares will again be available for grant and issuance in connection
         with future Options under this Plan that are subject to issuance upon
         exercise of an Option but cease to be subject to such Option for any
         reason other than exercise of such Option. Restricted shares forfeited
         pursuant to section 15.6 shall become available for future grant and
         issuance. At all times the Company will reserve and keep available a
         sufficient number of Shares as will be required to satisfy the
         requirements of all outstanding grants made under this Plan.

         2.2 ADJUSTMENT OF SHARES. In the event that the number of outstanding
         Shares is changed by a stock dividend, recapitalization, stock split,
         reverse stock split, subdivision, combination, reclassification or
         similar change in the capital structure of the Company without
         consideration, then (a) the number of Shares reserved for issuance
         under this Plan and (b) the Exercise Prices of and number of Shares
         subject to outstanding Options or Restricted shares, may be
         proportionately adjusted, subject to any required action by the Board
         or the shareholders of the Company and compliance with applicable
         securities laws; PROVIDED, HOWEVER, that fractions of a Share will not
         be issued but will either be paid in cash at Fair Market Value of such
         fraction of a Share or will be rounded up to the nearest whole Share,
         as determined by the Committee.

3. ELIGIBILITY. ISOs (as defined in Section 5 below) may be granted only to
employees (including officers and directors who are also employees) of the
Company or of a Parent or Subsidiary of the Company. Nonqualified Stock Options
(as defined in Section 5 below) may be granted to employees, officers, directors
and consultants of the Company or any Parent or Subsidiary of the Company;
provided such consultants of the Company or any Parent or Subsidiary of the
Company; provided such consultants render bona fide services not in connection
with the offer and sale of securities in a capital-raising transaction. A person
may be granted more than one Option under this Plan.

4. ADMINISTRATION.

         4.1 COMMITTEE AUTHORITY. This Plan will be administered by the
         Committee or the Board acting as the Committee. Subject to the general
         purposes, terms and conditions of this Plan, and to the direction of
         the Board, the Committee will have full power to implement and carry
         out this Plan. Without limitation, the Committee will have the
         authority to:

                  (a) construe and interpret this Plan, any Stock Option
                  Agreement (as defined in Section 5 below) and any other
                  agreement or document executed pursuant to this Plan;

                  (b) prescribe, amend and rescind rules and regulations
                  relating to this Plan;

                  (c) select persons to receive Options or Restricted shares;

                  (d) determine the form and terms of Options and Restricted
                  shares;

                  (e) determine the number of Shares or other consideration
                  subject to Options and Restricted shares;

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                  (f) determine whether Options or Restricted shares will be
                  granted singly, in combination with, in tandem with, in
                  replacement of, or as alternatives to, any other incentive or
                  compensation plan of the Company or any Parent or Subsidiary
                  of the Company;

                  (g) grant waivers of Plan or Option conditions;

                  (h) determine the vesting and exercisability of Options;

                  (i) correct any defect, supply any omission, or reconcile any
                  inconsistency in this Plan, any Option, any Stock Option
                  Agreement (as defined in Section 5 below) or any Exercise
                  Agreement (as defined in Section 5 below);

                  (j) determine whether an Option or Restricted share grant has
                  been earned; and

                  (k) make all other determinations necessary or advisable for
                  the administration of this Plan.

         4.2 COMMITTEE DISCRETION. Any determination made by the Committee with
         respect to any Option or Restricted share grant will be made in its
         sole discretion at the time of grant or, unless in contravention of any
         express term of this Plan or Option, at any later time, and such
         determination will be final and binding on the Company and on all
         persons having an interest in any grant under this Plan. The Committee
         may delegate to one or more officers of the Company the authority to
         grant an Option under this Plan to Participants who are not Insiders of
         the Company.

5. OPTIONS. The Committee may grant Options to eligible persons and will
determine whether such Options will be Incentive Stock Options within the
meaning of the Code ("ISOS") or Nonqualified Stock Options ("NQSOS"), the number
of Shares subject to the Option, the Exercise Price of the Option, the period
during which the Option may be exercised, and all other terms and conditions of
the Option, subject to the following:

         5.1 FORM OF OPTION GRANT. Each Option granted under this Plan will be
         evidenced by an Agreement which will expressly identify the Option as
         an ISO or an NQSO ("STOCK OPTION AGREEMENT"), and will be in such form
         and contain such provisions (which need not be the same for each
         Participant) as the Committee may from time to time approve, and which
         will comply with and be subject to the terms and conditions of this
         Plan.

         5.2 DATE OF GRANT. The date of grant of an Option will be the date on
         which the Committee makes the determination to grant such Option,
         unless otherwise specified by the Committee. The Stock Option Agreement
         and a copy of this Plan will be delivered to the Participant within a
         reasonable time after the granting of the Option.

         5.3 EXERCISE PERIOD. Options may be exercisable immediately or may be
         exercisable within the times or upon the events determined by the
         Committee as set forth in the Stock Option Agreement governing such
         Option; PROVIDED, HOWEVER, that no ISO will be exercisable after the
         expiration of ten (10) years from the date the Option is granted; and
         PROVIDED FURTHER that no ISO granted to a person who directly or by
         attribution owns more than ten percent (10%) of the total combined
         voting power of all classes of stock of the Company or of any Parent or
         Subsidiary of the Company ("TEN PERCENT SHAREHOLDER") will be
         exercisable after the expiration of five (5) years from the date the
         ISO is granted. The Committee also may provide for Options to become
         exercisable at one time or from time to time, periodically or
         otherwise, in such number of Shares or percentage of Shares as the
         Committee determines.

         5.4 EXERCISE PRICE. The Exercise Price of an Option will be determined
         by the Committee when the Option is granted and may not be less than
         100% of the Fair Market Value of the Shares on the date of grant;
         provided that the Exercise Price of any ISO granted to a Ten Percent
         Shareholder will not be less than 110% of the Fair Market Value of the
         Shares on the date of grant. Payment for the Shares purchased must be
         made in accordance with Section 6 of this Plan.

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         5.5 METHOD OF EXERCISE. Options may be exercised only by delivery to
         the Company of a written stock option exercise agreement (the "EXERCISE
         AGREEMENT") in a form approved by the Committee (which need not be the
         same for each Participant), stating the number of Shares being
         purchased, the restrictions imposed on the Shares purchased under such
         Exercise Agreement, if any, and such representations and agreements
         regarding Participant's investment intent and access to information and
         other matters, if any, as may be required or desirable by the Company
         to comply with applicable securities laws, together with payment in
         full of the Exercise Price, and any applicable taxes, for the number of
         Shares being purchased.

         5.6 TERMINATION. Subject to earlier termination pursuant to Subsection
         16.1 and notwithstanding the exercise periods set forth in the Stock
         Option Agreement, exercise of an Option will always be subject to the
         following:

                  (a) If the Participant is Terminated for any reason except
                  death or Disability, then the Participant may exercise such
                  Participant's Options, only to the extent that such Options
                  would have been exercisable upon the Termination Date no later
                  than three (3) months after the Termination Date (or such
                  shorter time period, not less than thirty (30) days, as may be
                  specified in the Stock Option Agreement) or such longer time
                  period (not exceeding five (5) years after the Termination
                  Date) as may be determined by the Committee, with any exercise
                  beyond three (3) months after the Termination Date deemed to
                  be an NQSO, but in any event, no later than the expiration
                  date of the Options.

                  (b) If the Participant is Terminated because of Participant's
                  death or Disability (or the Participant dies within three (3)
                  months after a Termination other than because of Participant's
                  death or Disability), then Participant's Options may be
                  exercised, only to the extent that such Options would have
                  been exercisable by Participant on the Termination Date and
                  must be exercised by Participant (or Participant's legal
                  representative or authorized assignee), no later than twelve
                  (12) months after the Termination Date (or such shorter time
                  period, not less than six (6) months, as may be specified in
                  the Stock Option Agreement) or such longer time period (not
                  exceeding five (5) years after the Termination Date) as may be
                  determined by the Committee, with any exercise beyond (a)
                  three (3) months after the Termination Date, when the
                  Termination is for any reason other than the Participant's
                  death or disability, within the meaning of Section 22(e)(3) of
                  the Code, or (b) twelve (12) months after the Termination Date
                  when the Termination is for Participant's death or disability,
                  within the meaning of Section 22(e)(3) of the Code, deemed to
                  be an NQSO, but in any event no later than the expiration date
                  of the Options.

         5.7 LIMITATIONS ON EXERCISE. The Committee may specify a reasonable
         minimum number of Shares that may be purchased on exercise of an
         Option, provided that such minimum number will not prevent Participant
         from exercising the Option during the exercise period for the full
         number of Shares for which it is then exercisable.

         5.8 LIMITATIONS ON ISOS. The aggregate Fair Market Value (determined as
         of the date of grant) of Shares with respect to which ISOs are
         exercisable for the first time by a Participant during any calendar
         year (under this Plan or under any other incentive stock option plan of
         the Company or any Parent or Subsidiary of the Company) will not exceed
         $100,000. If the Fair Market Value of Shares on the date of grant with
         respect to which ISOs are exercisable for the first time by a
         Participant during any calendar year exceeds $100,000, then the Options
         for the first $100,000 worth of Shares to become exercisable in such
         calendar year will be ISOs and the Options for the amount in excess of
         $100,000 that become exercisable in that calendar year will be NQSOs.
         In the event that the Code or the regulations promulgated thereunder
         are amended after the Effective Date (as defined in Section 17 below)
         of this Plan to provide for a different limit on the Fair Market Value
         of Shares permitted to be subject to ISOs, then such different limit
         will be automatically incorporated herein and will apply to any Options
         granted after the effective date of such amendment.

         5.9 MODIFICATION, EXTENSION OR RENEWAL. The Committee may modify,
         extend or renew outstanding Options and authorize the grant of new
         Options in substitution therefor, provided that any such action may
         not, without the written consent of a Participant, impair any of such
         Participant's rights under any Option previously granted. Any
         outstanding ISO that is modified, extended, renewed or otherwise
         altered will be treated in accordance with Section 424(h) of the Code.
         The Committee may reduce the Exercise Price of outstanding Options
         without the


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         consent of Participants affected by a written notice to them; PROVIDED,
         HOWEVER, that the Exercise Price may not be reduced below the minimum
         Exercise Price that would be permitted under Section 5.4 hereof for
         Options granted on the date the action is taken to reduce the Exercise
         Price.

         5.10 NO DISQUALIFICATION. Notwithstanding any other provision in this
         Plan, no term of this Plan relating to ISOs will be interpreted,
         amended or altered, nor will any discretion or authority granted under
         this Plan be exercised, so as to (a) disqualify this Plan under Section
         422 of the Code or, (b) without the consent of the Participant
         affected, or disqualify any ISO under Section 422 of the Code.

         5.11 CODE SECTION 162(M) LIMITATIONS. On and after the date of the
         effectiveness of the Company's fully underwritten public offering on an
         established U.S. securities market (if any), the following limitations
         shall apply to grants of Options:

                  (a) No Participant shall be granted, in any fiscal year of the
                  Company, Options to purchase more than one and one-half
                  million (1,500,000) Shares.

                  (b) In connection with his or her initial service, a
                  Participant may be granted Options to purchase up to an
                  additional one million (1,000,000) Shares, which shall not
                  count against the limit, set forth in subsection (a) above.

                  (c) The foregoing limitations shall be adjusted
                  proportionately in connection with any change in the Company's
                  capitalization specified in Section 2.2 hereof.

                  (d) If an Option is canceled in the same fiscal year of the
                  Company in which it was granted (other than in connection with
                  a transaction specified in Section 2.2 hereof), the canceled
                  Option will be counted against the limits set forth in
                  subsections (i) and (ii) above. For this purpose, if the
                  exercise price of an Option is reduced, the transaction will
                  be treated as a cancellation of the Option and the grant of a
                  new Option.

6. PAYMENT FOR SHARE PURCHASES.

         6.1 PAYMENT. Payment for Shares purchased pursuant to this Plan may be
         made in cash (by check) or, where expressly approved for the
         Participant by the Committee and where permitted by law:

                  (a) by cancellation of indebtedness of the Company to the
                  Participant;

                  (b) by surrender of shares that either: (1) have been owned by
                  the Participant for more than six (6) months and have been
                  paid for within the meaning of SEC Rule 144 (and, if such
                  shares were purchased from the Company by use of a promissory
                  note, such note has been fully paid with respect to such
                  shares); or (2) were obtained by the Participant in the public
                  market;

                  (c) by waiver of compensation due or accrued to the
                  Participant for services rendered;

                  (d) provided that a public market for the Company's stock
                  exists:

                           (1) through a "same day sale" commitment from the
                           Participant and a broker-dealer that is a member of
                           the National Association of Securities Dealers (an
                           "NASD DEALER") whereby the Participant irrevocably
                           elects to exercise the Option and to sell a portion
                           of the Shares purchased to pay for the Exercise
                           Price, and whereby the NASD Dealer irrevocably
                           commits upon receipt of such Shares to forward the
                           Exercise Price directly to the Company; or

                           (2) through a "margin" commitment from the
                           Participant and an NASD Dealer whereby the
                           Participant irrevocably elects to exercise the Option
                           and to pledge the Shares so purchased to the NASD
                           Dealer in a margin account as security for a loan
                           from the NASD Dealer in the


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                           amount of the Exercise Price, and whereby the NASD
                           Dealer irrevocably commits upon receipt of such
                           Shares to forward the Exercise Price directly to the
                           Company; or

                  (e) by any combination of the foregoing.

         6.2 LOAN GUARANTEES. The Committee may help the Participant pay for
         Shares purchased under this Plan by authorizing a guarantee by the
         Company of a third-party loan to the Participant.

7. WITHHOLDING TAXES.

         7.1 WITHHOLDING GENERALLY. Whenever Shares are to be issued in
         satisfaction of Options or Restricted shares granted under this Plan,
         the Company may require the Participant to remit to the Company an
         amount sufficient to satisfy federal, state and local withholding tax
         requirements prior to the delivery of any certificate or certificates
         for such Shares. Whenever, under this Plan, payments in satisfaction of
         Options are to be in cash, such payment will be net of an amount
         sufficient to satisfy federal, state, and local withholding tax
         requirements.

         7.2 STOCK WITHHOLDING. When, under applicable tax laws, a Participant
         incurs tax liability in connection with the exercise or vesting of any
         Option or Restricted share grant that is subject to tax withholding and
         the Participant is obligated to pay the Company the amount required to
         be withheld, the Committee may in its sole discretion allow the
         Participant to satisfy the minimum withholding tax obligation by
         electing to have the Company withhold from the Shares to be issued that
         number of Shares having a Fair Market Value equal to the minimum amount
         required to be withheld, determined on the date that the amount of tax
         to be withheld is to be determined. All elections by a Participant to
         have Shares withheld for this purpose will be made in accordance with
         the requirements established by the Committee and be in writing in a
         form acceptable to the Committee.

8. VOTING AND DIVIDENDS. No Participant will have any of the rights of a
shareholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a shareholder and have all the rights of a shareholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares.

9. TRANSFERABILITY. Options or Restricted shares granted under this Plan, and
any interest therein, will not be transferable or assignable by Participant, and
may not be made subject to execution, attachment or similar process, other than
by will or by the laws of descent and distribution. During the lifetime of the
Participant an Option will be exercisable only by the Participant, and any
elections with respect to an Option, may be made only by the Participant.

10. CERTIFICATES. All certificates for Shares or other securities delivered
under this Plan will be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or other Securities
Commissions or any stock exchange or automated quotation system upon which the
Shares may be listed or quoted.

11. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant's
Shares, the Committee may require the Participant to deposit all certificates
representing Shares, together with stock powers or other instruments or transfer
approved by the Committee, appropriately endorsed in blank, with the Company or
an agent designated by the Company to hold in escrow until such restrictions
have lapsed or terminated, and the Committee may cause a legend or legends
referencing such restrictions to be placed on the certificates. Any Participant
who is permitted to execute a promissory note as partial or full consideration
for the purchase of Shares under this Plan will be required to pledge and
deposit with the Company all or part of the Shares so purchased as collateral to
secure the payment of Participant's obligation to the Company under the
promissory note; PROVIDED, HOWEVER, that the Committee may require or accept
other or additional forms of collateral to secure the payment of such
obligations and, in any event, the Company will have full recourse against the
Participant under the promissory note notwithstanding any pledge of the
Participant's Shares or other collateral. In connection with any pledge of the
Shares, Participant will be required to execute and deliver a written pledge
agreement in such form, as the Committee will from time to time


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approve. The Shares purchased with the promissory note may be released from the
pledge on a pro rata basis as the promissory note is paid.

12. EXCHANGE AND BUYOUT OF OPTIONS. The Committee may, at any time or from time
to time, authorize the Company, with the consent of the respective Participants,
to issue new Options in exchange for the surrender and cancellation of any or
all outstanding Options. The Committee may at any time buy from a Participant an
Option previously granted with payment in cash, Shares (including restricted
stock) or other consideration, based on such terms and conditions as the
Committee and the Participant may agree.

13. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Option will not be
effective unless such Option is in compliance with all applicable federal, state
laws, rules and regulations of any governmental body or commission, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Option and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Company will have no
obligation to issue or deliver certificates for Shares under this Plan prior to
(a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable, and/or (b) compliance with any exemption,
completion of any registration or other qualification of such Shares under any
state, federal law or ruling of any governmental body that the Company
determines to be necessary or advisable. The Company will be under no obligation
to register the Shares with the SEC or to effect compliance with the exemption,
registration, qualification or listing requirements of any state or provincial
securities laws, stock exchange or automated quotation system, and the Company
will have no liability for any inability or failure to do so.

14. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Option granted under
this Plan will confer or be deemed to confer on any Participant any right to
continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
cause.

15. TERMS OF RESTRICTED STOCK AND RESTRICTED STOCK RIGHTS.

         15.1 RESTRICTED STOCK AGREEMENT. Restricted Stock shall be issued only
         pursuant to a written Restricted Stock Agreement, which shall be
         executed by the Restricted Stockholder and an authorized Officer of the
         Company and which shall contain such terms and conditions as the
         Committee shall determine, consistent with the Plan.

         15.2 RESTRICTED STOCK RIGHT AGREEMENT. Restricted Stock Rights shall be
         issued only pursuant to a written Restricted Stock Right Agreement,
         which shall be executed by the Participant and an authorized Officer of
         the Company and which shall contain such terms and conditions as the
         Committee shall determine, consistent with the Plan.

         15.3 CONSIDERATION. As partial consideration for the issuance of
         Restricted Stock or the grant of Restricted Stock Rights, the
         Participant shall agree, in the written Restricted Stock Agreement or
         Restricted Stock Right Agreement, to remain in the employ of the
         Company, a Parent Corporation or a Subsidiary for a period of at least
         one year after the Restricted Stock is issued or the Restricted Stock
         Rights are granted, or in the case of a Participant who is a
         non-employee Director, to remain a Director for such period. Nothing in
         this Plan or in any Restricted Stock Agreement or Restricted Stock
         Right Agreement hereunder shall confer upon any Participant any right
         to continue in the employ of the Company, any Parent Corporation or any
         Subsidiary or to remain a Director or shall interfere with or restrict
         in any way the rights of the Company, its Parent Corporations and its
         Subsidiaries, which are hereby expressly reserved, to terminate or
         discharge any Participant at any time for any reason whatsoever, with
         or without cause.

         15.4 RIGHTS AS SHAREHOLDERS. (a) Upon delivery of the shares of
         Restricted Stock to the escrow holder, the Restricted Stockholder shall
         have all the rights of a stockholder with respect to said shares,
         subject to the restrictions in his Restricted Stock Agreement,
         including the right to vote the shares and to receive all dividends or
         other distributions paid or made with respect to the shares. (b) The
         holder of a Restricted Stock Right shall not be, nor have any of the
         rights or privileges of, a shareholder of the Company in respect of any
         shares of the


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         Company's capital stock issuable upon the end of the term of a
         Restricted Stock Right unless and until a certificate representing such
         shares has been issued by the Company to such holder.

         15.5 RESTRICTIONS. All shares of Restricted Stock issued (including any
         shares received by holders thereof as a result of stock dividends,
         stock splits or any other forms of recapitalization) and all Restricted
         Stock Rights granted under this Plan shall be subject to such
         Restrictions as the Committee shall provide in the terms of each
         individual Restricted Stock Agreement or Restricted Stock Right
         Agreement; PROVIDED, HOWEVER, that by a resolution adopted after the
         Restricted Stock is issued or the Restricted Stock Rights are granted,
         the Committee may, on such terms and conditions as it may determine to
         be appropriate remove any or all of the Restrictions imposed by the
         terms of the Restricted Stock Agreement or Restricted Stock Right
         Agreement. All Restrictions shall expire within ten (10) years of the
         date of issuance. Restricted Stock may not be sold or encumbered until
         all Restrictions are terminated or expire.

         15.6 FORFEITURE. The Committee shall provide in the terms of each
         individual Restricted Stock Agreement or Restricted Stock Right
         Agreement that the Restricted Stock or Restricted Stock Rights then
         subject to Restrictions be forfeited by the Participant back to the
         Company immediately upon a Termination of Employment for any reason
         during the Restricted Period; PROVIDED, HOWEVER, that provision may be
         made that no such forfeiture shall occur in the event of a Termination
         of Employment because of Employee's or Director's normal retirement,
         death, total disability or early retirement with the consent of the
         Committee.

         15.7 ESCROW. The Secretary or such other escrow holder as the Committee
         may appoint shall retain physical custody of the certificates
         representing Restricted stock until all of the restrictions imposed
         under the Restricted Stock Agreement expire or shall have been removed,
         PROVIDED, HOWEVER, that in no event shall any Restricted Stockholder
         retain physical custody of any certificates representing Restricted
         Stock issued to him.

         15.8 LEGEND. In order to enforce the restrictions imposed upon shares
         of Restricted Stock hereunder, the Committee shall cause a legend or
         legends to be placed on certificates representing all shares of
         Restricted Stock that are still subject to Restrictions under
         Restricted Stock Agreements, which legend or legends shall make
         appropriate reference to the conditions imposed thereby.

16. CORPORATE TRANSACTIONS.

         16.1 ASSUMPTION OR REPLACEMENT OF OPTIONS BY SUCCESSOR. In the event of
         (a) a dissolution or liquidation of the Company, (b) a merger or
         consolidation in which the Company is not the surviving corporation
         (OTHER THAN a merger or consolidation with a wholly-owned subsidiary, a
         reincorporating of the Company in a different jurisdiction, or other
         transaction in which there is no substantial change in the shareholders
         of the Company or their relative stock holdings and the Options granted
         under this Plan are assumed, converted or replaced by the successor
         corporation, which assumption will be binding on all Participants), (c)
         a merger in which the Company is the surviving corporation but after
         which shareholders of the Company immediately prior to such merger
         (other than any shareholder which merges, or which owns or controls
         another corporation which merges, with the Company in such merger)
         cease to own their shares or other equity interests in the Company, or
         (d) the sale of substantially all of the assets of the Company, any or
         all outstanding Options may be assumed, converted or replaced by the
         successor corporation (if any), which assumption, conversion or
         replacement will be binding on all Participants. In the alternative,
         the successor corporation may substitute equivalent Options or provide
         substantially similar consideration to Participants as was provided to
         shareholders (after taking into account the existing provisions of the
         Options). The successor corporation may also issue, in place of
         outstanding Shares of the Company held by the Participant,
         substantially similar shares or other property subject to repurchase
         restrictions and other provisions no less favorable than those which
         applied to such outstanding Shares immediately prior to such
         transaction described in this Subsection 16.1. The Committee has the
         discretion to include in any Participant's Stock Option Agreement a
         provision stating that, pursuant to a transaction described in this
         Subsection 16.1, then notwithstanding any other provision in this Plan
         to the contrary, the vesting of such Options will accelerate and the
         Options will become exercisable in full prior to the consummation of
         such event at such times and on such conditions as the Committee
         determines, and if such Options are not exercised prior to the
         consummation of the corporate transaction, they shall terminate in
         accordance with the provisions of this Plan.

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         16.2 OTHER TREATMENT OF OPTIONS. Subject to any greater rights granted
         to Participants under the foregoing provisions of this Section 16, in
         the event of the occurrence of any transaction described in Section
         16.1, any outstanding Options will be treated as provided in the
         applicable agreement or plan of merger, consolidation, dissolution,
         liquidation or sale of assets.

         16.3 ASSUMPTION OF OPTIONS BY THE COMPANY. The Company, from time to
         time, also may substitute or assume outstanding options granted by
         another company, whether in connection with an acquisition of such
         other company or otherwise, by either (a) granting an Option under this
         Plan in substitution of such other company's option, or (b) assuming
         such option as if it had been granted under this Plan if the terms of
         such assumed option could be applied to an Option granted under this
         Plan. Such substitution or assumption will be permissible if the holder
         of the substituted or assumed option would have been eligible to be
         granted an Option under this Plan if the other company had applied the
         rules of this Plan to such grant. In the event the Company assumes an
         option granted by another company, the terms and conditions of such
         option will remain unchanged (except that the exercise price and the
         number and nature of shares issuable upon exercise of any such option
         will be adjusted appropriately pursuant to Section 424(a) of the Code).
         In the event the Company elects to grant a new Option rather than
         assuming an existing option, such new Option may be granted with a
         similarly adjusted Exercise Price.

17. ADOPTION AND SHAREHOLDER APPROVAL. This Plan will become effective on the
date that it is adopted by the Board (the "EFFECTIVE DATE"). This Plan must be
approved by the shareholders of the Company (excluding Shares issued pursuant to
this Plan), consistent with applicable laws, within twelve (12) months before or
after the Effective Date. Upon the Effective Date, the Board may grant Options
pursuant to this Plan; PROVIDED, HOWEVER, that no Option may be exercised prior
to shareholder approval of this Plan.

18. TERM OF PLAN. Unless earlier terminated as provided herein, this Plan will
terminate ten (10) years from the Effective Date or, if earlier, the date of
shareholder approval.

19. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or
amend this Plan in any respect, including without limitation amendment of any
form of Stock Option Agreement or instrument to be executed pursuant to this
Plan; PROVIDED, however, that the Board will not, without the approval of the
shareholders of the Company, amend this Plan in any manner that requires such
shareholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans or pursuant to the requirements
of any stock exchange or automated quotation system upon which the Shares are
listed.

20. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board,
the submission of this Plan to the shareholders of the Company for approval, nor
any provision of this Plan will be construed as creating any limitations on the
power of the Board to adopt such additional compensation arrangements as it may
deem desirable, including, without limitation, the granting of stock options
otherwise than under this Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.

21. FINANCIAL DISCLOSURE. If more than $5,000,000 worth of securities are to be
sold, the Company shall provide the disclosures required by Rule 701 as
promulgated under the Securities Act.

22. DEFINITIONS. As used in this Plan, the following terms will have the
following meanings:

         "Board" means the Board of Directors of the Company.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Committee" means the committee appointed by the Board to administer
         this Plan, or if no committee is appointed, the Board.

         "Company" means e-MedSoft.com Inc. or any successor corporation.

<PAGE>

         "Disability" means a disability, whether temporary or permanent,
         partial or total, as determined by the Committee.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Exercise Price" means the price at which a holder of an Option may
         purchase the Shares issuable upon exercise of the Option.

         "Fair Market Value" means the value of a share of the Company's stock
         on a given determination date shall be: (i) the mean between the
         highest and lowest sales prices of a share of the Company's stock on
         the principal exchange on which shares of the Company's stock are then
         trading, if any, on such determination date, or, if shares were not
         traded on such date, then on the next preceding trading day during
         which a sale occurred, as such prices are quoted in The Wall Street
         Journal; or (ii) if such stock is not traded on an exchange but is
         quoted on NASDAQ or a successor quotation system, (1) the mean between
         the highest and lowest sales prices (if the stock is then listed as a
         National Market Issue under the NASD National Market System) or (2) the
         mean between the closing representative bid and asked prices (in all
         other cases) for the stock on such determination date as reported by
         NASDAQ or such successor quotation system; or (iii) if such stock is
         not publicly traded on an exchange and not quoted on NASDAQ or a
         successor quotation system, the mean between the closing bid and asked
         prices for the stock, on such determination date, as determined in good
         faith by the Committee; or (iv) if the Company's stock is not publicly
         traded, the fair market value established by the Committee acting in
         good faith.

         "Insider" means an officer or director of the Company or any other
         person whose transactions in the Company's Common Stock are subject to
         Section 16 of the Exchange Act.

         "Outstanding Issue" means the number of shares of capital stock of the
         Company that are outstanding immediately prior to any issuance of
         Options under this Plan or any issuance of Shares, as the case may be,
         excluding Shares issued pursuant to the Plan during the preceding one
         year period.

         "Option" means an award of an option to purchase Shares pursuant to
         Section 5.

         "Parent" means any corporation (other than the Company) in an unbroken
         chain of corporations ending with the Company if each of such
         corporations other than the Company owns stock possessing 50% or more
         of the total combined voting power of all classes of stock in one of
         the other corporations in such chain.

         "Participant" means a person who receives an Option under this Plan.

         "Plan" means this e-MedSoft.com Inc. 1999 Stock Option Plan, as amended
         from time to time.

         "Restricted Period" shall mean the period of time for which Restricted
         Stock or a Restricted Stock Right is subject to forfeiture or other
         Restrictions pursuant to the Plan.

         "Restricted Stock" shall mean capital stock of the Company issued
         pursuant to Section 15 of the plan.

         "Restricted Stockholder" shall mean a person to whom Restricted Stock
         has been issued under the plan.

         "Restricted Stock Right" shall mean a right to be issued shares of the
         Company's capital stock, granted pursuant to Section 15 of the plan.

         "Restrictions" shall mean the restrictions on Restricted Stock or
         Restricted Stock Rights imposed by the Committee by the terms of an
         individual Restricted Stock Agreement or Restricted Stock Right
         Agreement and shall include the requirement that such Restricted Stock
         or Restricted Stock Rights be forfeited back to the Company upon a
         Termination of Employment for the reasons specified in such Restricted
         Stock Agreement or Restricted Stock Right Agreement.

<PAGE>

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Shares" means shares of the Company's Common Stock reserved for
         issuance under this Plan, as adjusted pursuant to Sections 2 and 16,
         and any successor security.

         "Subsidiary" means any corporation (other than the Company) in an
         unbroken chain of corporations beginning with the Company if each of
         the corporations other than the last corporation in the unbroken chain
         owns stock possessing 50% or more of the total combined voting power of
         all classes of stock in one of the other corporations in such chain.

         "Termination" or "Terminated" means, for purposes of this Plan with
         respect to a Participant, that the Participant has for any reason
         ceased to provide services as an employee, officer, director or
         consultant to the Company or a Parent or Subsidiary of the Company. An
         employee will not be deemed to have ceased to provide services in the
         case of (i) sick leave, (ii) military leave, or (iii) any other leave
         of absence approved by the Committee, provided that such leave is for a
         period of not more than 90 days unless reemployment upon the expiration
         of such leave is guaranteed by contract or statute, or unless provided
         otherwise pursuant to formal policy adopted from time to time by the
         Company and issued and promulgated to employees in writing. In the case
         of any employee on an approved leave of absence, the Committee may make
         such provisions respecting suspension of vesting of the Option while on
         leave from the employ of the Company or a Subsidiary as it may deem
         appropriate, except that in no event may an Option be exercised after
         the expiration of the term set forth in the Stock Option Agreement. The
         Committee will have sole discretion to determine whether a Participant
         has ceased to provide services and the effective date on which the
         Participant ceased to provide services (the "Termination Date").

         "Unvested Shares" means "Unvested Shares" as defined in Section 2.2 of
         the Stock Option Agreement.

         "Vested Shares" means "Vested Shares" as defined in Section 2.2 of the
         Stock Option Agreement.


<PAGE>


                                 FIRST AMENDMENT
                                       TO
                                  E-MEDSOFT.COM
                          1999 STOCK COMPENSATION PLAN

The following provisions are hereby incorporated into, and are hereby made a
part of, that certain e-MedSoft.com 1999 Stock Compensation Plan (the "Plan") of
e-MedSoft.com, a Nevada corporation d/b/a Med Diversified, Inc. ("MED"), adopted
by the Board of Directors on October 31, 2001, and approved by the MED
stockholders on , 2001, and such provision shall be effective upon the approval
of the stockholders of MED. All capitalized terms in this Amendment, to the
extent not otherwise defined herein, shall have the meanings assigned to such
terms in the Plan.

                             CHANGE OF NAME OF PLAN

The name of the Plan is hereby changed to "Med Diversified, Inc. 1999 Stock
Compensation Plan".

                     INCREASE IN NUMBER OF AVAILABLE SHARES

Section 2.1 of the Plan is hereby deleted in its entirety and new Section 2.1 is
hereby substituted in place thereof to provide as follows:

         "2.1 NUMBER OF SHARES AVAILABLE. Subject to Sections 2.2 and 16, the
         total number of Shares reserved and available for grant and issuance
         pursuant to this Plan will be 14,000,000 Shares. Subject to Sections
         2.2 and 16, Shares will again be available for grant and issuance with
         future Options under this Plan that are subject to issuance upon
         exercise of an Option but cease to be subject to such Option for any
         reason other than exercise of such Option. Restricted shares forfeited
         pursuant to Section 15.6 shall become available for future grant and
         issuance. At all times the Company will reserve and keep available a
         sufficient number of Shares as will be required to satisfy the
         requirement of all outstanding grants made under this Plan."

                     INCREASE IN AMOUNT OF INDIVIDUAL GRANTS

Section 5.11(a) is hereby deleted in its entirety and new Section 5.11(a) is
hereby substituted in place thereof to provide as follows:

         "(a) No Participant shall be granted, in any fiscal year of the
         Company, Options to purchase more than four million (4,000,000) Shares.

Except as expressly modified hereby, all other terms and provisions of the Plan
shall remain in full force and effect, are incorporated herein by this
reference, and shall govern the conduct of the Board; provided, however, to the
extent of any inconsistency between the provisions of the Plan and this
Amendment, the provisions of this Amendment shall control.

APPROVED BY THE BOARD OF DIRECTORS OF E-MEDSOFT.COM D/B/A MED DIVERSIFIED, INC.
EFFECTIVE OCTOBER 31, 2001.