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                                                                     EXHIBIT 3.3

                                 AMENDED BYLAWS

                                       OF

                                 e-MedSoft.com

                             (A Nevada corporation)

                                    ARTICLE I
                                  STOCKHOLDERS

     1.   CERTIFICATES REPRESENTING STOCK. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name
of, the corporation by the Chairman or Vice-Chairman of the Board of Directors,
if any, or by the President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation or by agents designated by the Board of Directors, certifying the
number of shares owned by him in the corporation and setting forth any
additional statements that may be required by the General Corporation Law of
Nevada. If any such certificate is countersigned or otherwise authenticated by a
transfer agent or transfer clerk or by a registrar other than the corporation, a
facsimile of the signature of any such officers or agents designated by the
Board may be printed or lithographed upon such certificate in lieu of the actual
signatures. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such certificate
or certificates shall cease to be such officer or officers of the corporation
before such certificate or certificates shall have been delivered by the
corporation, such certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be such officer or
officers of the corporation.

          Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of special stock, the certificates
representing shares of any such class or series or of any such special stock
shall set forth thereon the statements prescribed by the General Corporation
Law. Any restrictions on the transfer or registration of transfer of any shares
of stock of any class or series shall be noted conspicuously on the certificate
representing such shares.

          The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed and the Board of Directors may require the owner of any lost, stolen
or destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any new certificate.

     2.   FRACTIONAL SHARE INTERESTS. The corporation shall not be obliged to
but may execute and deliver a certificate for or including a fraction of a
share. In lieu of executing and delivering a

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certificate for a fraction of a share, the corporation may pay to any person
otherwise entitled to become a holder of a fraction of a share an amount in cash
specified for such purpose as the value thereof in the resolution of the Board
of Directors, or other instrument pursuant to which such fractional share would
otherwise be issued, or, if not specified therein, then as may be determined for
such purpose by the Board of Directors of the issuing corporation; or may
execute and deliver registered or bear scrip over the manual or facsimile
signature of an officer of the corporation or of its agent for that purpose,
exchangeable as therein provided for full share certificates, but such scrip
shall not entitle the holder to any rights as a stockholder except as therein
provided. Such scrip may provide that it shall become void unless the rights of
the holders are exercised within a specified period and may contain any other
provisions or conditions that the corporation shall deem advisable. Whenever any
such scrip shall cease to be exchangeable for full share certificates, the
shares that would otherwise have been issuable as therein provided shall be
deemed to be treasury shares unless the scrip shall contain other provisions for
their disposition.

     3.   STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes, if any, due
thereon.

     4.   RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. If no record date
is fixed, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the date on which notice is given, or, if notice is waived,
at the close of business on the day next preceding the date on which the meeting
is held; the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of directors is necessary, shall be the day on which the first
written consent is expressed; and the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

     5.   MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent to dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of

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stock" or "shares of stock" or "stockholder" or "stockholders" refers to an
outstanding share or shares of stock and to a holder or holders of record of
outstanding shares of stock when the corporation is authorized to issue only one
class of shares of stock, and said reference is also intended to include any
outstanding share or shares of stock and any holder or holders of record of
outstanding shares of stock of any class upon which or upon whom the Articles of
Incorporation confers such rights where there are two or more classes or series
of shares of stock or upon which or upon whom the General Corporation Law
confers such rights notwithstanding that the Articles of Incorporation may
provide for more than one class or series of shares of stock, one or more of
which are limited or denied such rights thereunder; provided, however, that no
such right shall vest in the event of an increase or a decrease in the
authorized number of shares of stock of any class or series which is otherwise
denied voting rights under the provisions of the Articles of Corporation.

     6.   STOCKHOLDER MEETINGS.

          TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization of
the corporation, and each successive annual meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.

          PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Nevada, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the principal office of the corporation in the State of Nevada.

          CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.

          NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be in writing
and signed by the President or a Vice-President, or the Secretary, or an
Assistant Secretary, or by such other person or persons as the directors shall
designate. Such notice shall state the purpose or purposes for which the meeting
is called and the time when, and the place, where it is to be held. A copy of
such notice shall be either delivered personally to, or shall be mailed postage
prepaid, to each stockholder not less than ten nor more than sixty days before
such meeting. If mailed, it shall be directed to a stockholder at his address as
it appears upon the records of the corporation. Any stockholder may waive notice
of any meeting by a writing signed by him, or his duly authorized attorney,
either before or after the meeting; and whenever notice of any kind is required
to be given under the provisions of the General Corporation Law, a waiver
thereof in writing and duly signed whether before or after the time stated
therein, shall be deemed equivalent thereto.

          CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice-President, or, if none of the

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foregoing is in office and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present the Chairman of the meeting shall appoint
a secretary of the meeting.

          PROXY REPRESENTATION. Every stockholder may authorize another person
or persons to act for him by proxy appointed by an instrument in writing in all
matters in which a stockholder is entitled to participate, whether by voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be executed by the stockholder or by his attorney-in-fact. No
proxy shall be valid after the expiration of six months from the date of its
creation, unless coupled with an interest or unless the stockholder specifies in
it therein the length of time for which it is to continue in force, which in no
case shall exceed seven years from the date of its creation.

          INSPECTORS. The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.

          QUORUM. The holders of a majority of the outstanding shares of stock
or of the voting power, as the case may be, shall constitute a quorum at a
meeting of stockholders for the transaction of any business unless the action to
be taken at the meeting shall require a different proportion. The stockholders
present may adjourn the meeting despite the absence of a quorum.

          VOTING. Each share of stock shall entitle the holder thereof to one
vote. In the election of directors, a plurality of the votes cast shall elect.
Any other action shall be authorized by a majority of the votes cast except
where the General Corporation Law, the Articles of Incorporation, or these
Bylaws prescribe a different percentage of votes and/or a different exercise of
voting power. In the election of directors, voting need not be by ballot; and,
except as otherwise may be provided by the General Corporation Law, voting by
ballot shall not be required for any other action.

     7.   STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be
provided by the General Corporation Law, any action required or permitted to be
taken by the vote of

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stockholders at a meeting, may be taken without a meeting if authorized by the
written consent of stockholders holding at least a majority of the voting power;
provided that if a different proportion of voting power is required for such
action at a meeting, then that proportion of written consents shall be required.
In no instance where action is authorized by written consent need a meeting of
stockholders be called or notice given. The written consent must be filed with
the minutes of the proceedings of the stockholders. Any written consent shall be
subject to the requirements of Section 78.320 of the General Corporation Law and
of any other applicable provision of law.

                                   ARTICLE II
                                    DIRECTORS

     1.   FUNCTIONS AND DEFINITION. The business and affairs of the corporation
shall be managed by the Board of Directors of the corporation. The Board of
Directors shall have authority to fix the compensation of the members thereof
for services in any capacity. The use of the phrase "whole Board" herein refers
to the total number of directors which the corporation would have if there were
no vacancies.

     2.   QUALIFICATIONS AND NUMBER. Each director must be at least 18 years of
age. A director need not be a stockholder or a resident of the State of Nevada.
The number of directors constituting the Board of Directors shall initially be
one director and may be increased to no more than nine directors, or decreased
to not less than one director, by resolution of the Board of Directors.

     3.   ELECTION AND TERM. Directors may be elected in the manner prescribed
by the provisions of Section 78.320 through 78.335 of the General Corporation
Law of Nevada. The first Board of Directors shall hold office until the first
election of directors by stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an election of directors by stockholders, and directors who are
elected in the interim to fill vacancies and newly created directorships, shall
hold office until the next election of directors by stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal. In the interim between elections of directors by stockholders, newly
created directorships and any vacancies in the Board of Directors, including any
vacancies resulting from the removal of directors for cause or without cause by
the stockholders and not filled by said stockholders, may be filled by the vote
of a majority of the remaining directors then in office, although less than a
quorum, or by the sole remaining director.

     4.   MEETINGS.

          Time Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the director may conveniently assemble.

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          PLACE. Meetings shall he held at such place within or without the
State of Nevada as shall be fixed by the Board.

          CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the board,
if any, or the President, or of a majority of the directors in office.

          NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written, oral
or any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. Notice if any need not be given to a director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein.

          QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as the Articles of Incorporation or
these Bylaws may otherwise provide, and except as otherwise provided by the
General Corporation Law, the act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board. The quorum
and voting provisions herein stated shall not be construed as conflicting with
any provisions of the General Corporation Law and these Bylaws which govern a
meeting of directors held to fill vacancies and newly created directorships in
the Board or action of disinterested directors.

          Members of the Board or of any committee which may be designated by
the Board may participate in a meeting of the Board or of any such committee, as
the case may be, by means of a conference telephone network or a similar
communications method by which all persons participating in the meeting hear
each other. Participation in a meeting by said means shall constitute presence
in person at any such meeting. Each person participating in a meeting by such
means shall sign the minutes thereof.

          CHAIRMAN OF THE MEETING. The Chairman of the Board, if any, and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present
and acting, or any other director chosen by the Board, shall preside.

     5.   REMOVAL OF DIRECTORS. Any or all of the directors may be removed for
cause or without cause by the holders of at least two thirds of the voting power
of the outstanding stock of the corporation. One or more of the directors may be
removed for cause by the Board of Directors.

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     6.   COMMITTEES. Whenever its number consists of two or more, the Board of
Directors may, by resolution passed by a majority of the whole Board, designate
one or more committees, each committee to consist of one or more of the
directors of the corporation and each committee to have such powers and duties
as the Board shall determine. Any such committee, to the extent provided in the
resolution or resolutions of the Board, shall have and may exercise the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal or stamp of the
corporation to be affixed to all papers on which the corporation desires to
place a seal or stamp.

     7.   WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if, before or after the action, a written consent thereto is
signed by all the members of the Board of committee, as the case may be. The
written consent must be filed with the minutes of proceedings of the Board or
committee.

                                   ARTICLE III
                                    OFFICERS

     1.   OFFICERS. The corporation shall have a President, a Secretary, a
Treasurer, a Resident Agent, and, if deemed necessary, expedient or desirable by
the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, a
Chief Executive Officer, an Executive Vice-President, one or more other
Vice-Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers, agents and factors with such titles as the
resolution choosing them shall designate. Each of any such officers, agents and
factors shall be chosen by the Board of Directors or chosen in the manner
determined by the Board of Directors.

     2.   QUALIFICATIONS. Except as may otherwise be provided in the resolution
choosing him, no officer other than the Chairman of the Board, if any, and the
Vice-Chairman of the Board, if any, need be a director.

          Any two or more offices may be held by the same person, as the
directors may determine.

     3.   TERM OF OFFICE. Unless otherwise provided in the resolution choosing
him, each officer, except the Resident Agent, shall be chosen for a term which
shall continue until the meeting of the Board of Directors following the next
annual meeting of stockholders and until his successor shall have been chosen
and qualified. The Resident Agent shall serve until his or its successor shall
have been chosen and qualified.

          Any officer may be removed, with or without cause, by the Board of
Directors or in the manner determined by the Board.

          Any vacancy in any office may be filled by the Board of Directors or
in the manner determined by the Board.

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     4.   DUTIES AND AUTHORITY. All officers of the corporation shall have such
authority and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolution designating and choosing
such officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions or instruments may be inconsistent therewith.

                                   ARTICLE IV
                              CORPORATE OPPORTUNITY

     The officers, directors and other members of management of this Corporation
shall be subject to the doctrine of "corporate opportunities" only insofar as it
applies to business opportunities in which this Corporation has expressed an
interest as determined from time to time by this Corporation's board of
directors as evidenced by resolutions appearing in the Corporation's minutes.
Once such areas of interest are delineated, all such business opportunities
within such areas of interest which come to the attention of the officers,
directors, and other members of management of this Corporation shall be
disclosed promptly to this Corporation and made available to it. The Board of
Directors may reject any business opportunity presented to it and thereafter any
officer, director or other member of management may avail himself of such
opportunity. Until such time as this Corporation, through its board of
directors, has designated an area of interest, the officers, directors and other
members of management of this Corporation shall be free to engage in such areas
of interest on their own and this doctrine shall not limit the rights of any
officer, director or other member of management of this Corporation to continue
a business existing prior to the time that such area of interest is designated
by the Corporation. This provision shall not be construed to release any
employee of this Corporation (other than an officer, director or member of
management) from any duties which he may have to this Corporation.

                                    ARTICLE V
                        PRINCIPAL AND REGISTERED OFFICES

     Initially the principal office and place of business of the corporation
will be located at 20750 Ventura Boulevard, Suite 202, Woodland Hills,
California 91364. The Company's registered office in the State of Nevada is
located at The Corporation Trust Co. of Nevada, One East First Street, Reno,
Nevada 89501. Other offices and places of business may be established from time
to time by resolution of the Board of Directors or as the business of the
corporation may require.

     The corporation shall maintain at said registered office a copy of its
Articles of Incorporation, and all amendments thereto, and a copy of these
Bylaws, and all amendments thereto, as certified by the Secretary of the
corporation. The corporation shall also keep at said registered office a stock
ledger or a duplicate stock ledger, revised annually, containing the names,
alphabetically arranged, of all persons who are stockholders of the corporation,
showing their places of residence, if known, and the number of shares held by
them respectively or a statement setting out the name of the custodian of the
stock ledger or duplicate stock ledger, and the present and complete post office
address, including street and number, if any, where such stock ledger or
duplicate stock ledger is maintained.

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                                   ARTICLE VI
                             CORPORATE SEAL OR STAMP

     The Corporate seal or stamp shall be in such form as the Board of Directors
may prescribe.

                                   ARTICLE VII
                                   FISCAL YEAR

     The fiscal year of the corporation shall be April 1 through March 31,

                                  ARTICLE VIII
                               CONTROL OVER BYLAWS

     The power to amend, alter and repeal these Amended Bylaws and to make new
Bylaws shall be vested in the Board of Directors subject to the Bylaws, if any,
adopted by the stockholders.

     I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the
Amended Bylaws of e-MedSoft.com, a Nevada corporation, as in effect on the date
hereof.

     WITNESS my hand and the seal or stamp of the corporation.

     Dated this 30th day of June 1999.


                                         /s/ John Andrews
                                         ---------------------------------------
                                         John Andrews, Secretary

[SEAL]

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