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                                                                   Exhibit 10.62


                                  E-MEDSOFT.COM

                                2000 NONQUALIFIED
                        STOCK OPTION AND STOCK BONUS PLAN

         This Nonqualified Stock Option and Stock Bonus Plan was adopted this
____ day of March 2000, by e-MedSoft.com, a Nevada corporation, upon the
following terms and conditions:

         1. DEFINITIONS. Except as otherwise expressly provided in this Plan,
the following capitalized terms shall have the respective meanings hereafter
ascribed to them:

            a) "BOARD" shall mean the Board of Directors of the Corporation;

            b) "CODE" shall mean the Internal Revenue Code of 1986, as amended;

            c) "CONSULTANT" shall mean a person who provides bona fide services
to the Corporation as an independent contractor not in connection with the offer
and sale of securities in a cash raising transaction.

            d) "CORPORATION" means e-MedSoft.com and each and all of any present
and future subsidiaries;

            e) "DATE OF GRANT" shall mean, for each participant in the Plan, the
date on which the Board approves the specific grant of stock options or a stock
bonus to that participant;

            f) "EMPLOYEE" shall be an employee of the Corporation or any
subsidiary of the Corporation;

            g) "GRANTEE" shall mean the recipient of a stock option under the
Plan; and

            h) "SHARES" shall mean the Corporation's common stock, $.001 par
value.

         2. PURPOSE. The purpose of this Nonqualified Stock Option and Stock
Bonus Plan (the "Plan") is to further the interests of the Corporation and its
shareholders by providing incentives in the form of stock options to employees
who contribute materially to the success and profitability of the Corporation.
Such stock options will be granted to recognize and reward outstanding
individual performances and contributions and will give selected employees an
interest in the Corporation parallel to that of the shareholders, thus enhancing
their proprietary interest in the Corporation's continued success and progress.
The Plan will also enable the Corporation to pay bonuses in Shares or in Shares
and cash, which will promote the interests of the Corporation by enabling
employees to acquire financial interests in the Corporation. This program also
will enable the Corporation to attract and retain experienced employees.

         3. SHARES RESERVED FOR ISSUANCE. The cumulative total number of shares
which may be subject to options issued and outstanding under this Plan and for
issuance as stock bonuses is limited to _____ Shares. This amount automatically
will be adjusted in accordance with Article 22 of this Plan. If an option is
terminated, in whole or in part, for any reason other than its


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exercise, the Board may reallocate the shares subject to that option (or to the
part thereof so terminated) to one or more other options or stock bonuses to be
granted under this Plan.

         4. ADMINISTRATION. This Plan will be administered by the Board. The
Board has the exclusive power to select the participants in this Plan, fix the
awards to each participant, and make all other determinations necessary or
advisable under the Plan, to determine whether the performance of an eligible
employee warrants an award under this Plan, and to determine the amount of the
award. The Board has full and exclusive power to construe and interpret this
Plan, to prescribe, amend and rescind rules and regulations relating to this
Plan and to take all actions necessary or advisable for this Plan's
administration. A member of the Board will not be liable for performing any act
or making any determination required by or pursuant to the Plan, if such act or
determination is made in good faith.

         5. PARTICIPANTS. Any employee, officer, director or consultant that the
Board, in its sole discretion, designates is eligible to participate in this
Plan. The Board's designation of a person as a participant in any year does not
require the Board to designate that person to receive an award under this Plan
in any other year or, if so designated, to receive the same award as any other
participant in any year. The Board may consider such factors as it deems
pertinent in selecting participants and in determining the amount of their
respective awards, including, but without being limited to: (a) the financial
condition of the Corporation; (b) expected profits for the current or future
years; (c) the contributions of a prospective participant to the profitability
and success of the Corporation; and (d) the adequacy of the prospective
participant's other compensation. The Board, in its discretion, may grant
benefits to a participant under this Plan, even though stock, stock options, or
other benefits previously were granted to him under this or another plan of the
Corporation, whether or not the previously granted benefits have been exercised.

         6. KINDS OF BENEFITS. Awards under this Plan, if any, will be granted
as options to acquire Shares or as the grant of stock bonuses in Shares or
Shares and cash.

         7. OPTION GRANTS. Any option granted under this Plan shall
automatically expire ten years after the Date of Grant or at such earlier time
as may be directed by the Board in the grant of the option. Each option shall
state the option price, which shall be not less than the par value of the
Shares.

         8. EXERCISE OF OPTIONS.

            a) No stock option granted under this Plan may be exercised before
the Grantee's completion of such period of services as may be specified by the
Board on the Date of Grant. Furthermore, the timing of the exercise of any
option granted under this Plan may be subject to a vesting schedule based upon
years of service or an expiration schedule as may be specified by the Board on
the Date of Grant. Thereafter, or if no such period is specified subject to the
provisions of subsections (c), (d), (e), (f) and (g) of this Article 8, the
Grantee may exercise the option in full or in part at any time until expiration
of the option.


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            b) Unless an option specifically provides to the contrary, all
options granted under this Plan shall immediately become exercisable in full in
the event of the consummation of any of the following transactions:

               (i) A merger or acquisition in which the Corporation is not the
surviving entity;

               (ii) The sale, transfer or other disposition of all or
substantially all of the assets of the Corporation; or

               (iii) Any merger in which the Corporation is the surviving entity
but in which fifty percent (50%) or more of the Corporation's outstanding voting
stock is issued to holders different from those who held the stock immediately
prior to such merger.

            c) Except as provided in subsections (d), (e) and (f) of this
Article 8, a Grantee cannot exercise an option after he ceases to be an employee
of the Corporation, unless the Board, in its sole discretion, grants the
recipient an extension of time to exercise the option after cessation of
employment.

            d) If the employment of a Grantee is terminated by the Corporation
for a cause as defined in subsection (i) of this Article 8, all rights to any
stock option granted under this Plan shall terminate, including but not limited
to the ability to exercise such stock options.

            e) If a Grantee ceases to be an employee as a result of retirement,
he may exercise the option within three months after the date on which he ceases
to be an employee (but no later than the stated expiration date of the option)
to the extent that the option was exercisable when he ceased to be an employee.
An employee shall be regarded as retired if he terminates employment after his
sixty-fifth birthday.

            f) If a Grantee ceases to be an employee because of disability
(within the meaning of Section 105(d)(4) of the Code), or if a Grantee dies, and
if at the time of the Grantee's disability or death he was entitled to exercise
an option granted under this Plan, the option can be exercised within 12 months
after his death or termination of employment on account of disability (but no
later than the stated expiration date of the option), by the Grantee in the case
of disability or, in case of death, by his personal representative, estate or
the person who acquired by gift, bequest or inheritance his right to exercise
the option. Such options can be exercised only as to the number of shares for
which they could have been exercised at the time the Grantee died or became
disabled.

            g) With respect to options granted to Board members, the Board may
provide on the Date of the Grant that such options will expire a specified
number of days after such Board member ceases to be a member of the Board. In
the absence of any such provision, the option will expire on the stated
expiration date of the option.

            h) Any stock option granted under the Plan will terminate, as a
whole or in part, to the extent that, in accordance with this Article 8, it no
longer can be exercised.


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            i) For purposes of this Article 8, "cause" shall mean the following:

               1. Fraud or criminal misconduct;

               2. Gross negligence;

               3. Willful or continuing disregard for the safety or soundness of
the Corporation;

               4. Willful or continuing violation of the published rules of the
Corporation.

         9. MANNER OF EXERCISE.

            9.1 NOTICE. Options may be exercised only by delivery to the
Corporation of a written stock option exercise agreement (the "Exercise
Agreement") in a form approved by the Board (which need not be the same for each
Grantee) stating the number of shares being purchased, the restrictions imposed
on the shares, if any, and such representations and agreements regarding
Grantee's investment intent and access to information, if any, as may be
required by the Corporation to comply with applicable securities laws, together
with payment in full of the exercise price for the number of Shares being
purchased.

            9.2 PAYMENT. Payment for the shares may be made in cash (by check)
or, where approved by the Board in its sole discretion and where permitted by
law: (a) by cancellation of indebtedness of the Corporation to the Grantee; (b)
by surrender of shares of common stock of the Corporation having a Fair Market
Value equal to the applicable exercise price of the option that have been owned
by Grantee for more than six months (and which have been paid for within the
meaning of the Securities and Exchange Commission ("SEC") Rule 144 and, if such
shares were purchased from the Corporation by use of a promissory note, such
note has been fully paid with respect to such shares), or were obtained by
Grantee in the open public market; (c) by waiver or compensation due or accrued
to Grantee for services rendered; (d) provided that a public market for the
Corporation's stock exists, through a "same day sale" commitment from Grantee
and a broker-dealer that is a member of the National Association of Securities
Dealers (an "NASD Dealer") whereby Grantee irrevocably elects to exercise the
option and to sell a portion of the shares so 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 Corporation; (e) provided
that a public market for the Corporation's stock exists, through a "margin"
commitment from Grantee and an NASD Dealer whereby Grantee 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 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 Corporation; or (f)
by any combination of the foregoing.

         10. STOCK BONUSES. The Board, in its sole discretion, may grant stock
bonuses to eligible participants in the form of Shares, or Shares and cash. A
portion or all of the cash


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component, if any, of each bonus may be deducted from such bonus and withheld by
the Corporation in order to satisfy any withholding obligation to which the
Corporation may be subject under any federal, state or local tax law.

         11. TRANSFERABILITY OF BONUS SHARES. Shares issued as stock bonuses
under the Plan shall be freely transferable subject to compliance with
applicable federal and state securities laws.

         12. TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES. The
Corporation, if necessary or desirable, may pay or withhold the amount of any
tax attributable to any amount payable or shares deliverable under this Plan and
the Corporation may defer making payment on delivery until it is indemnified to
its satisfaction for that tax. Shares can be delivered under this Plan only in
compliance with all applicable federal and state laws and regulations,
including, without limitation, state and federal securities laws, and the rules
of all stock exchanges on which the Corporation's shares are listed at any time.
Any certificate issued pursuant to this Plan shall bear such legends and
statements as the Board deems advisable to assure compliance with federal and
state laws and regulations. Shares may not be issued under this Plan, until the
Corporation has obtained the consent or approval of every regulatory body,
federal or state, having jurisdiction over such matters as the Board deems
advisable.

         Specifically, in the event that the Corporation deems it necessary or
desirable to file a registration statement with the Securities and Exchange
Commission or any State Securities Commission, no option granted under the Plan
may be exercised, and shares may not be issued, until the registration statement
has become effective with such commission.

         In the case of the exercise of an option by a person or estate
acquiring by bequest or inheritance the right to exercise such option, the Board
may require reasonable evidence as to the ownership of the option and may
require such consents and releases of taxing authorities as the Board deems
advisable.

         13. ASSIGNABILITY. Each option granted under this Plan is not
transferable other than by will or the laws of descent and distribution. Each
option is exercisable during the life of the Grantee only by him.

         14. TENURE. A participant's right, if any, to continue to serve the
Corporation as an officer, employee or otherwise, will not be enlarged or
otherwise affected by his designation as a participant under this Plan, and such
designation will not in any way restrict the right of the Corporation to
terminate at any time the employment or affiliation of any participant for cause
or otherwise.

         15. AMENDMENT AND TERMINATION OF PLAN. The Board may alter, amend or
terminate this Plan from time to time without approval of the shareholders. Any
amendment that alters the terms or provisions of an option granted before the
amendment will be effective only with the consent of the participant to whom the
option was granted or the holder currently entitled to exercise it, except for
adjustments expressly authorized by this Plan.


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         16. EXPENSES OF PLAN. The expenses of the Plan will be borne by the
Corporation.

         17. DURATION OF PLAN. Options and stock bonuses may only be granted
under this Plan during the ten years immediately following the adoption of the
Plan by the Board. Options granted during that ten year period will remain valid
thereafter in accordance with their terms and the provisions of this Plan.

         18. OTHER PROVISIONS. Option agreements authorized under the Plan shall
contain such other provisions including, without limitation, restrictions upon
the exercise of the option, as the Board shall deem advisable.

         19. INDEMNIFICATION OF THE BOARD. In addition to such other rights of
indemnification as they may have as directors, the members of the Board shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any option granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such director is liable for
negligence or misconduct in the performance of his duties.

         20. APPLICATION OF FUNDS. Proceeds received by the Corporation from the
sale of stock pursuant to options granted under this Plan will be used for
general corporate purposes.

         21. NO OBLIGATION TO EXERCISE OPTION. The granting of an option shall
impose no obligation upon the Grantee to exercise such option.

         22. ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering, or other event affecting
shares of the Corporation occurs, then the number and class of shares to which
options are authorized to be granted under this Plan, the number and class of
shares then subject to options previously granted under this Plan, and the price
per share payable upon exercise of each option outstanding under this Plan shall
be equitably adjusted by the Board to reflect such changes.

         23. NUMBER AND GENDER. Unless otherwise clearly indicated in this Plan,
words in the singular or plural shall include the plural and singular,
respectively, where they would so apply, and words in the masculine or neuter
gender shall include the feminine, masculine or neuter gender where applicable.

         24. APPLICABLE LAW. The validity, interpretation and enforcement of
this Plan are governed in all respects by the laws of Nevada.


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         25. EFFECTIVE DATE OF PLAN. This Plan shall not take effect until
adopted by the Board.

                                               e-MedSoft.com



                                               By
                                                  -----------------------------
                                                  John F. Andrews, President

         I hereby certify that the foregoing Nonqualified Stock Option and Stock
Bonus Plan was approved by the Board of Directors of e-MedSoft.com the ____ day
of ___________ 2000.



---------------------------------------------
                          Secretary


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