<PAGE>


                                                                 Exhibit 10.22


                                 NO. 2000-47334

JACK W. MONCRIEF, M.D., JANA DAVIS              )      IN THE DISTRICT COURT OF
WELLS, TOM M. DAVIS, III, TOM M.                )      HARRIS COUNTY,  TEXAS
DAVIS, JR., JAN DAVIS, WILLA                    )      113th JUDICIAL DISTRICT
WASHINGTON, and GARDNER LANDRY,                 )
individually and as Trustee of the VETA         )
ELIZABETH LANDRY KUFFNER                        )
TRUST,                                          )
                                                )
                           PLAINTIFFS,          )
                                                )
vs.                                             )
                                                )
E-MEDSOFT.COM and VIDIMEDIX                     )
ACQUISITION CORPORATION,                        )
jointly and severally,                          )
                                                )
                           DEFENDANTS.          )


                              AMENDED AND RESTATED
                       COMPROMISE AND SETTLEMENT AGREEMENT
                       -----------------------------------


         This Amended and Restated Compromise and Settlement Agreement
("Restated Settlement Agreement") is made and entered into effective as of
October __, 2001 in connection with the Compromise and Settlement Agreement
("Settlement Agreement") made and entered into effective as of November 1, 2000,
by and between JACK W. MONCRIEF ("Moncrief"), as well as the non-settling
Plaintiffs, on the one hand, and Defendants E-MEDSOFT.COM d/b/a MED DIVERSIFIED,
a corporation organized and existing under the laws of the State of Nevada
("e-MedSoft"), and VIDIMEDIX CORPORATION, a corporation organized under the laws
of the State of Nevada ("VidiMedix"), formerly known as VidiMedix Acquisition
Corporation, on the other hand.


<PAGE>


                              W I T N E S S E T H:

         WHEREAS, e-MedSoft, VidiMedix Acquisition Corporation and VidiMedix
Corporation, a corporation organized and existing under the laws of the State of
Texas ("Company") entered into an Agreement and Plan of Merger and
Reorganization dated as of June 6, 2000, and as subsequently amended by the
First Amendment to the Agreement and Plan of Merger and Reorganization dated as
of June14, 2000 (hereafter collectively referred to as the "Merger Agreement").
The Merger Agreement contemplated that the Company would be merged into
VidiMedix and that the then present shareholders of Company (including
Plaintiffs) would receive as consideration for the merger certain shares of
e-MedSoft in exchange for their Company shares. The number of shares to be
received was to be calculated under the "Earn-Out" provisions as set out in
Section 2.2 of the Merger Agreement; and

         WHEREAS, Plaintiffs in this cause of action claimed that e-MedSoft and
VidiMedix took certain actions after the consummation of the merger on June 16,
2000 that would deny the Plaintiffs a fair opportunity to receive the benefit of
the "Earn-Out" provisions under Section 2.2 of the Merger Agreement; and

         WHEREAS, on or about September 15, 2000, Plaintiffs in the
above-entitled and numbered case brought suit against e-MedSoft and VidiMedix in
Case No. 2000-47334 in the District Court of Harris County, Texas, 113th
Judicial District (hereinafter the "Lawsuit"); and

         WHEREAS, Plaintiffs and Defendants entered into the Compromise and
Settlement Agreement (the "Settlement Agreement"); and

         WHEREAS, Willa Washington, Gardner Landry and the Veta Elizabeth Landry
Kuffner Trust were not joined as plaintiffs but joined for purposes of the
Settlement Agreement and the First Amendment to the Settlement Agreement as
Plaintiffs; and


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         WHEREAS, Plaintiffs and Defendants entered into the First Amendment to
Compromise and Settlement Agreement ("Amendment") that amended the Settlement
Agreement effective February 20, 2001; and

         WHEREAS, on April 30, 2001, Plaintiffs claim that Defendants defaulted
under the Settlement Agreement as amended by the Amendment; and

         WHEREAS, Defendants e-MedSoft.com and VidiMedix Acquisition Corporation
repudiated the Settlement Agreement by filing a Notice of Repudiation in the
Lawsuit; and

         WHEREAS, Defendants filed a lawsuit against Plaintiffs and others in
California styled E-MEDSOFT.COM V. MONCRIEF, ET AL., in the Los Angeles Superior
Court under Case No. BC249782 ("California Lawsuit"); and

         WHEREAS, the parties hereto wish to settle and resolve the Lawsuit and
the California Lawsuit; and

         WHEREAS, without any party admitting any liability of any kind to the
other party, it is the desire of Moncrief and Defendants to fully compromise and
settle their disputes arising under Section 2.2 of the Merger Agreement, to buy
peace and avoid further costs of litigation and the uncertainty of litigation;
and

         WHEREAS, it is expressly understood and agreed by and between the
parties hereto that the execution of this Restated Settlement Agreement, and any
and all acts taken pursuant to or in connection herewith, are intended to be and
are made solely for the purpose of compromising and settling all disputes
arising with respect to Section 2.2 of the Merger Agreement and the resulting
Lawsuit and the California Lawsuit, and that any action taken pursuant to this
Restated Settlement Agreement is not to be construed or considered as an
admission of liability or fault on the part of any party.


                                       3


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                               A G R E E M E N T:

     NOW, THEREFORE, Moncrief and Defendants, in consideration of the
premises and mutual promises, benefits, obligations and covenants set forth in
the Restated Settlement Agreement, and the exchange of valuable consideration as
below stated, the receipt and sufficiency of which is hereby acknowledged by the
parties hereto, each agree and represent as follows:

         1. PAYMENT. Within five (5) business days from the effective date of
this Restated Settlement Agreement, Defendants shall (i) deliver to Moncrief the
Settlement Earn-Out Shares (as defined below) as earn-out shares due from
e-MedSoft to Moncrief as a preferred and common stockholder of the Company
pursuant to the obligations of e-MedSoft as set forth in Section 2.2 of the
Merger Agreement and without the receipt by e-MedSoft of any additional
consideration for delivery of such shares, and (ii) deliver to Moncrief and his
attorneys $1,202,644.00 U.S. Dollars (hereinafter sometimes "Cash Payment"). The
Settlement Earn-Out Shares shall be subject to sale pursuant to Rule 144 ("Rule
144" promulgated by the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "1933 Act"), subject only to
the restrictions and limitations set forth in Sections (e)(2) and (f) of Rule
144 and Moncrief's compliance with Section (h) of Rule 144 and the restrictions
set forth in Section 3 of this Restated Settlement Agreement. The cash payment
shall be allocated and delivered to Moncrief and his attorneys in the
proportions shown on Schedule 1. Upon request by Moncrief the Settlement
Earn-Out Shares shall be delivered to a brokerage account designated by Moncrief
and if the Settlement Earn-Out Shares are to be held in "street name, " and
until June 16, 2002, such "street name" shares shall be subject to receipt by
e-MedSoft of written assurances and indemnities from the broker reasonably
acceptable to counsel to e-MedSoft


                                       4


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that such shares will only be sold in compliance with Rule 144. Upon request by
Moncrief the Settlement Earn-Out Shares shall be delivered in multiple
certificates in such denominations as requested. By acceptance of the Settlement
Earn-Out Shares, Moncrief agrees that such shares will only be sold or
transferred in compliance with Rule 144 or another exemption from the
registration requirements of Section 5 of the 1933 Act.

         The term "Settlement Earn-Out Shares" means nine hundred thousand
(900,000) shares of e-MedSoft common stock.

         If, prior to the delivery of the Settlement Earn-Out Shares, there
shall occur a record date on which the outstanding shares of e-MedSoft common
stock shall be changed into or exchanged for a different number or kind of
shares or securities or other consideration through merger, consolidation,
transfer of substantially all its assets, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other like
changes in e-MedSoft's capitalization, then the number and type of shares
issuable as Settlement Earn-Out Shares shall be appropriately adjusted so that
the Moncrief receive the stock or other securities or property which Moncrief
would have been entitled to receive if Moncrief had received the Settlement Earn
Out Shares immediately prior to the occurrence of such event or transaction.

         If e-MedSoft is merged into or consolidated with another corporation
under circumstances where e-MedSoft is not the surviving corporation, or if
e-MedSoft is liquidated, or engages in any corporate separation or division,
including, but not limited to, split-up, split-off or spin-off, sale or other
disposition of substantially all its assets to another corporation prior to the
delivery of the Settlement Earn-Out Shares (or with respect to which there is a
record date for such a transaction prior to the delivery of the Settlement
Earn-Out Shares) after the effective date of such merger, consolidation,
liquidation or other transaction, as the case may be, Moncrief


                                       5


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shall be entitled to receive, in lieu of common stock of e-MedSoft, shares of
such stock or other securities as the holders of common stock of e-MedSoft
received, if any, pursuant to the terms of the merger, consolidation or other
such transaction.

         As to the Settlement Earn-Out Shares, Defendants hereby warrant and
represent that:

         (1) Moncrief shall not be deemed to be an affiliate of e-MedSoft.

         (2) e-MedSoft is, and will continue to be and remain at all times,
current in its filings of all reports and other information required to be filed
by it with the Commission pursuant to Section 13 of the Securities Exchange Act
of 1934 ("Exchange Act") and Section (c)(1) of Rule 144 until June 16, 2002.

         (3) The date of consummation of the merger under the Merger Agreement
was June 16, 2000 and that the Settlement Earn-Out Shares are delivered to
Moncrief as earn-out shares due from e-MedSoft to Moncrief as a preferred and
common stockholder of the Company pursuant to the obligations of e-MedSoft as
set forth in Section 2.2 of the Merger Agreement and without the receipt by
e-MedSoft of any additional consideration for delivery of such shares, therefore
the Acquisition Date of the Settlement Earn-Out Shares by Moncrief is the date
of consummation of the Merger Agreement.

         (4) The Settlement Earn-Out Shares may be sold immediately by Moncrief
subject to the limitations or restrictions set forth in Sections (e)(2) and (f)
of Rule 144 and Moncrief's compliance with Section (h) of Rule 144 and the
restrictions set forth in Section 3 of this Restated Settlement Agreement.

         Defendants shall deliver to Moncrief at the time of delivery to him of
the Settlement Earn-Out Shares an opinion from counsel to Defendant that the
Settlement Earn-Out Shares can be sold as of the date of the opinion letter
pursuant to Rule 144, subject only to the restrictions


                                       6


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and limitations set forth in Sections (e)(2) and (f) of Rule 144 and Moncrief's
compliance with Section (h) of Rule 144 and e-MedSoft's continuing compliance
with Section (c) of Rule 144 and the restrictions set forth in Section 3 of this
Restated Settlement Agreement. In addition, e-MedSoft agrees that subject to
Moncrief and his broker's or agents providing all documents customarily required
to be delivered to a transfer agent, demonstrating compliance with Rule 144 in
connection with a Rule 144 sale, e-MedSoft shall cause its counsel to issue any
opinion letter required by the transfer agent of e-MedSoft. in connection with
any such sale by Moncrief of any of the Settlement Earn-Out Shares, within five
(5) days of request and receipt of the necessary documents. Further, e-MedSoft
agrees that it will take any action necessary to facilitate Moncrief's
post-closing sales of all Settlement Earn-Out Shares subject only to the
restrictions as to number of shares set out herein.

         2. REGISTRATION OF SHARES. If at any time subsequent to delivery of the
Settlement Earn-Out Shares to Moncrief and prior to June 16, 2002, Defendant
e-MedSoft shall file a Form S-1 Registration Statement (or Form SB-1) under the
1933 Act with respect to any public offering of its securities, it shall give at
least twenty-one (21) days' written notice of such intention to Moncrief and on
written request of Moncrief e-MedSoft will include in such registration all or
any part of the Settlement Earn-Out Shares then remaining unsold as shall be
requested by Moncrief. The Settlement Earn-Out Shares so registered shall be
freely transferable without restriction or limitation of any kind. The cost and
expense of the registration of such Settlement Earn-Out Shares shall be paid by
Defendant e-MedSoft.

         Further, e-MedSoft will, at its expense, after such registration
statement is declared effective and until the earlier of June 16, 2002 and the
date one year after the date the registration statement with respect to such
registration the Settlement Earn-Out Shares is declared effective:


                                       7


<PAGE>


         (a) keep such registration statement and any qualification or
compliance under state securities laws effective;

         (b) prepare and file with the SEC such amendments and supplements to
such registration statement, qualification and/or compliance and any prospectus
used in connection therewith as may be necessary to keep the registration
statement, qualification and/or compliance effective and to comply with the
provisions of the 1933 Act or any other laws with respect to the disposition of
the registered Settlement Earn-Out Shares covered by the registration statement,
qualification and compliance;

         (c) deliver to Moncrief as soon as practicable after the effective date
of such registration statement and from time to time thereafter as many copies
of the prospectus required to be delivered in connection with the sale of
Settlement Earn-Out Shares registered under such registration statement as
Moncrief may reasonably request. At any time that e-MedSoft becomes aware of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statement therein not misleading in the light of the
circumstances then existing, e-MedSoft shall amend or supplement such prospectus
and shall prepare and furnish to Moncrief copies of such amended or supplemented
prospectus as shall be necessary in order that such prospectus shall not contain
any untrue statement or omit to state a material fact required to make the
statement contained therein not misleading; and

         (d) file such post-effective amendments and supplements thereto as
shall be necessary so that neither the registration statement relating to the
shares nor any related prospectus shall contain any material misstatement or
omission relative to e-MedSoft or any of its assets or its


                                       8


<PAGE>


business or affairs and so that such registration statement and prospectus
will otherwise comply with all applicable legal requirements.

         3. RESTRICTION ON SALE OF E-MEDSOFT SHARES. Provided that Defendants
comply in all respects with the provisions of this Restated Settlement Agreement
Moncrief agrees to limit his sales of Settlement Earn-Out Shares received under
Paragraph 1 on any given day to that number of shares equal to the difference
between (a) a product determined by multiplying (x) the number of trading days
that have elapsed since the delivery of the Settlement Earn-Out Shares in
accordance with Paragraph 1 by (y) the Daily Limit for each such trading day,
minus (b) the number of Settlement Earn-Out Shares received under Paragraph 1
that have been sold by Moncrief since such receipt.

         The term "Daily Limit" means 32,000 shares for each trading day
commencing after the date of delivery of the Settlement Earn-Out Shares to
Moncrief under this Restated Settlement Agreement.

         Notwithstanding any provision of this Restated Settlement Agreement to
the contrary, under no circumstances may Moncrief sell more than 100,000 shares
in any twenty-four (24) hour period.

         It is specifically understood that Moncrief is bound fully by all
provisions of this Restated Settlement Agreement (including these trading
restrictions) In the event Moncrief exceeds the cumulative percentage of the
Daily Limit, his proceeds from the sale to the extent that it violates the Daily
Limit will be subject to forfeiture to e-MedSoft as liquidated damages under
this Restated Settlement Agreement.


                                       9


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         4. CLAW BACK RIGHTS AND OTHER CONSIDERATION.

         (a) CLAW BACK RIGHTS. After all of the Settlement Earn-Out Shares
received by Moncrief have been sold by Moncrief, if he has netted less than
$2,622,665.00 from the sale of such Settlement Earn-Out Shares in the public
capital market, Defendant shall pay to Moncrief in cash a sum equal to the
difference between the actual sum received by him from the sale of the
Settlement Earn-Out Shares and $2,622,665.00. Net receipts of each person shall
exclude all brokers' fees and costs of sale and Moncrief shall provide a full
accounting to e-MedSoft the sales of such shares into the public capital market.
This provision shall be null and void if Moncrief sells any of his shares
privately or in other transactions or sales not utilizing the public capital
markets. The payment to Moncrief shall be made within ten (10) business days
after he provides the accounting of his net proceeds from such sales.

         (b) INDEMNITY. As additional consideration for this Restated Settlement
Agreement, Defendants agree (a) to indemnify and hold harmless Moncrief and his
attorneys from and against any and all liability pertaining to or relating in
any way to the matters raised in this Lawsuit or the California Lawsuit and from
any claim or liability arising from or through any claim of the original
defendants in the California Lawsuit, (b) to indemnify and hold harmless
Moncrief from any and all liability pertaining to or relating to any debt or
obligation of Defendants or VidiMedix Corporation arising through guarantees or
otherwise, including, but not limited to, any debts, obligations or leases on
any equipment, furniture or fixtures connected with or executed by VidiMedix
Corporation prior to and after the date of the merger and the note payable to
Mid-South Telecommunications Company, and (c) to pay all attorneys' fees and
costs incurred by any Plaintiff in defending any liability described in
subparagraphs (a) or (b).

         (c) ATTORNEYS' FEES AND COSTS IN CALIFORNIA LAWSUIT. As additional
consideration, within ten (10) days from delivery of copies of the bills, the
Defendants shall reimburse to


                                       10


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Moncrief and Moncrief designated defendants in the California Lawsuit dismissed
from the lawsuit by e-MedSoft (the "California Defendants") in cash the lesser
of (i) the attorneys' fees billed and/or paid by Moncrief and the California
Defendants in the defense of the California Lawsuit or (ii) $200,000.00. Within
thirty (30) days of the date hereof, Moncrief shall provide to Defendants a copy
of bills for his attorney's fees received and/or paid in the California Lawsuit.
The cost of the mediation in Dallas paid by Moncrief shall be deemed costs of
the California Lawsuit.

         (d) [Intentionally omitted.]

         (e) Further, as additional consideration for this Restated Settlement
Agreement, Defendants shall immediately dismiss Moncrief with prejudice from the
California Lawsuit, and the releases provided to Defendants shall release all
claims made or that could have been made in either this Lawsuit or the
California Lawsuit. THE PARTIES HAVE BEEN INFORMED BY THEIR RESPECTIVE ATTORNEYS
AND ADVISORS ABOUT CALIFORNIA CIVIL CODE SECTION 1542, AND THE PARTIES
ACKNOWLEDGE THAT THEY ARE FAMILIAR WITH AND HEREBY EXPRESSLY WAIVE THE
PROVISIONS OF THIS SECTION, AND ANY SIMILAR STATUTE, CODE, LAW OR REGULATION OF
ANY STATE IN THE UNITED STATES TO THE FULLEST EXTENT THAT THEY MAY WAIVE SUCH
RIGHTS AND BENEFITS. SECTION 1542 OF THE CALIFORNIA CIVIL CODE PROVIDES:

                  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
                  DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
                  EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

         (f) Defendants shall issue such opinion letters to clear any transfer
of other shares of e-MedSoft.com owned by Moncrief as a result of receiving
stock for his noteholder claims in


                                       11


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connection with the Merger. Defendants warrant and represent they will take any
action necessary to facilitate Moncrief's sale of such stock.

         5. MOST FAVORED SETTLEMENT CLAUSE. As further consideration, Defendants
represent and warrant that Defendants have not paid, directly or indirectly, any
greater sums to settle any claim on the "Earn-Out" Shares under Section 2.2 of
the Merger Agreement on a per share basis (being the pro rata shares of the
Company owned at the time of the merger) than is being paid to Moncrief
hereunder. In the event any greater consideration per share is paid any other
person or entity as a shareholder of the Company for sums due under the Merger
Agreement, Defendants shall immediately pay to Moncrief an amount equal to the
difference of the per share consideration paid hereunder and such greater sum
per share paid to any parties not signators to this Restated Settlement
Agreement.

         6. RELEASE AND DISCHARGE OF DEFENDANTS. Moncrief agrees that (i) upon
receipt of the Settlement-Earn Out Shares and (ii) upon receipt and in
consideration of the Cash Payment and all the other consideration set out herein
and with no other conditions precedent that he will release, acquit and forever
discharge, the Defendants, their parent companies and affiliated companies, and
their respective officers, directors, owners, employees, representatives,
insurers and agents (including, but not limited to, Rex J. Beaber and his
employees), from any and all past, present or future claims, demands and causes
of action, of whatsoever nature or character, that have accrued or may accrue,
which arise out of or relate to the transactions or occurrences under the Merger
Agreement, as such transactions and occurrences relate solely to the claims and
rights of former holders of shares of common and/or preferred stock of the
Company, or any claims or causes of action asserted in the Lawsuit referred to
in this Settlement Agreement. The release signed by Moncrief shall be in the
form attached hereto as Exhibit "A."


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         7. RELEASE AND DISCHARGE OF MONCRIEF. In consideration of the above,
each Defendant agrees to release, acquit and forever discharge, Moncrief and his
officers, directors, owners, employees, representatives, insurers and agents
(including, but not limited to, Wommack Law Firm, P.C. and Davis, Oretsky &
Guilfoyle, P.C., and their respective employees), from any and all past, present
or future claims, demands and causes of action, of whatsoever nature or
character, that have accrued or may accrue, which arise out of or relate to the
transactions or occurrences relating to the Merger Agreement, or any claims or
causes of action asserted in this Lawsuit or the California Lawsuit. The release
signed by each Defendant shall be in the form attached hereto as Exhibit "B."

         8. FINAL ACCORD AND SATISFACTION. This Restated Settlement Agreement
and the releases contained herein are intended to be final and binding between
the parties hereto and are further to be effective as a full and final accord
and satisfaction between the parties hereto, and each party to this Restated
Settlement Agreement expressly relies on the finality of this Restated
Settlement Agreement as a substantial, material factor inducing that party's
execution of this Restated Settlement Agreement.

         9. THE EFFECT OF DISCOVERY OF DIFFERENT OR ADDITIONAL FACTS. The
parties hereto acknowledge that they are aware that they may hereafter discover
claims presently unknown or unsuspected, or facts in addition to or different
from those which they now know or believe to be true, or related or associated
parties in addition to or different from those which are listed herein and which
the parties believe to exist, pertaining to the matters released herein.
Nevertheless, it is the intention of the parties hereto, through this Restated
Settlement Agreement and the releases herein, to fully, finally, and forever
settle and release all such matters, and all claims and parties related thereto,
which do now exist, may exist in the future or heretofore have existed. In


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furtherance of such intention, the releases herein given shall be and remain in
effect as a full and complete release of such matters and parties,
notwithstanding, the discovery or existence of any such additional or different
claims or facts or parties related thereto by the parties hereto. In entering
into these releases, the parties hereto are not relying upon any statement,
representation, inducement or promise of any other parties, except as expressly
stated in this Restated Settlement Agreement. It is the intent of the parties to
this Restated Settlement Agreement to release each other from claims or causes
of action arising from facts that were willfully, wrongfully, or tortuously
concealed from the aggrieved parties except as to any statement, representation
and warranty stated in this Restated Settlement Agreement.

         10. AUTHORITY AND AUTHORIZATION OF AGREEMENT. Each party has all
necessary power and authority to execute and deliver this Restated Settlement
Agreement and the other closing documents to which it is a party, to consummate
the transactions contemplated by this Restated Settlement Agreement, and to
perform all the terms and conditions of this Restated Settlement Agreement and
any closing documents to be performed by him or it. No other proceedings on the
part of such party are necessary to authorize this Restated Settlement Agreement
or to consummate such transactions. This Restated Settlement Agreement, and the
other documents, certificates, and instruments delivered by such party
hereunder, have been duly executed and delivered by such party and constitute
the legal, valid, and binding obligations of such party, enforceable against him
or it in accordance with their terms.

         11. CONSENTS AND APPROVALS; NO VIOLATIONS. The execution and delivery
by such party of this Restated Settlement Agreement and the other closing
documents to which he or it is a party do not, and the consummation by such
party of the transactions contemplated hereby and compliance by such party with
the provisions hereof will not, conflict with, or result in any


                                       14


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violation of, or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any obligations or the loss of a benefit under or result in the creation of any
lien upon or right of first refusal with respect to any of the properties or
assets of such party under, (i) any provision of the articles of incorporation
or bylaws of such party; and (ii) any loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, obligation, instrument, permit,
concession, franchise or license applicable to such party.

         12. DISMISSAL. Moncrief does hereby expressly agree that he shall
immediately dismiss without prejudice the Lawsuit and deliver to the
Defendants the executed Releases. In the event Defendants fail to deliver the
consideration set forth herein, the terms of this Restated Settlement
Agreement shall control Moncrief's rights vis a vis the Defendants.

         13. FURTHER ASSURANCES. Each party shall do and perform or cause to be
done or performed all such further acts and things and shall execute and deliver
all such other agreements, certificates, instruments and documents as the other
parties may reasonably request in order to carry out the intent and purpose of
this Restated Settlement Agreement and the consummation and closing of the
transaction contemplated hereby.

         14. DEFAULT BY DEFENDANTS. The parties agree that time is of the
essence in the closing and performance of this Restated Settlement Agreement and
that any breach of this Restated Settlement Agreement by Defendants or a failure
by Defendants to timely deliver the Cash Payment, the Settlement Earn-Out Shares
or the Claw Back Rights and other consideration set out in Section 4 of this
Restated Settlement Agreement on the dates stated in Sections 1 and 4 of this
Restated Settlement Agreement shall constitute a significant financial injury to
Moncrief. Accordingly, as security for the Defendants' timely closing of this
transaction and performance


                                       15


<PAGE>


hereunder, the parties agree as follows: (1) In the event of a failure by
Defendants to deliver the Settlement Earn-Out Shares and related legal opinion
to Moncrief and the Cash Payment on the dates and in the form as set out in
Section 1 of this Restated Settlement Agreement, Moncrief shall be entitled to
either of the following at Moncrief's sole election, (a) entry of a Final
Judgment in this Lawsuit against the Defendants, jointly and severally, for any
damages caused by Defendants' breach of this Restated Settlement Agreement for
which execution could immediately issue under applicable law; or (b) entry of a
Final Judgment in this Lawsuit against Defendants, jointly and severally, for
any damages caused by Defendants' breach of the Settlement Agreement, as amended
by the Amendment (rather than the damages under this Restated Settlement
Agreement); (2) In the event Defendants deliver the Settlement-Earn Out Shares
and related legal opinion to Moncrief and the Cash Payment as required by
Section 1 of this Restated Settlement Agreement, Moncrief and Defendants agree
to the immediate entry of a Final Judgment in the Lawsuit against Defendants for
breach of contract, jointly and severally, in the amount of $4.5 million
("Judgment") in the form attached hereto as Exhibit "C," which shall be executed
by Defendants and delivered to Moncrief's counsel at the time of execution of
this Restated Settlement Agreement along with an agreed order of severance of
Moncrief's claim so that judgment may become final. In the event Defendants
deliver to Moncrief all of the consideration stated herein to be paid to
Moncrief within ten (10) days of the due date and perform all of Defendants'
obligations hereunder, Moncrief will release the Judgment. So long as Defendants
pay Moncrief the consideration within ten (10) days of the date it is to be paid
hereunder or timely performs Defendants' other obligations hereunder, the
Moncrief will not abstract or execute on the Judgment; however, in the event
Defendants fail to pay any part of the consideration to Moncrief hereunder, or
fail to timely perform any of Defendants' obligations


                                       16


<PAGE>


hereunder, Defendants will be in breach of this Restated Settlement Agreement
and Moncrief may then take, at his election, any and all action available at law
or in equity to enforce the Judgment for the full amount due and owing
thereunder, less any payments made on the Judgment. The parties agree that any
or all of the foregoing damages are not excessive and do not constitute a
penalty. The parties further agree that such amounts are reasonable in relation
to the damages to be suffered by Moncrief in the event of such a breach or
failure to close this transaction.

         15.      DEFENDANTS' REPRESENTATIONS.

         (a) Each Defendant corporation hereby warrants and represents that this
Settlement Agreement has been approved by the Board of Directors of the
corporation and all approvals necessary to make this Restated Settlement
Agreement a valid and binding agreement have been obtained and that the
signature on this Restated Settlement Agreement is authorized to bind the
corporation.

         (b) Defendant e-MedSoft.com warrants and represents that the merger
between itself and Chartwell Diversified Services, Inc. ("Chartwell") has been
completed in accordance with all applicable laws and that Defendant
e-MedSoft.com is the surviving company of such merger.

         16. AGREEMENT BINDING ON SUCCESSORS. This Restated Settlement Agreement
is binding on the successors of Moncrief and Defendants and they expressly agree
this Restated Settlement Agreement shall adhere to the benefit of, and be
binding upon, the respective predecessors, assigns, successors, agents, heirs,
personal representatives, and legal representatives and all persons, firms or
corporations connected therewith forever.


                                       17


<PAGE>


         17. AGREEMENT CONTRACTUAL IN NATURE. Moncrief hereby covenants and
expressly agrees that the foregoing promises and agreements are contractual in
nature and not mere recitations of fact.

         18. PARAGRAPH CAPTIONS. The paragraph headings are not to be construed
to or deemed to limit the meaning of any paragraph.

         19. CHOICE OF LAW AND VENUE. Any action brought regarding this Restated
Settlement Agreement shall be brought in a court of competent jurisdiction in
Harris County, Texas. This Restated Settlement Agreement is entered into and is
performable in Harris County, Texas and it shall be construed and interpreted in
accordance with the laws of the State of Texas.

         20. ATTORNEY'S FEES. Each party to this Restated Settlement Agreement
shall bear all attorney's fees and costs arising from the action of its own
counsel.

         21. MULTIPLE ORIGINALS. This document is executed in multiple
originals, any of which, if duly signed and notarized as required, is a valid
original.

         22. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS AMONG THE PARTIES.


                                       18


<PAGE>


         IN WITNESS WHEREOF, the undersigned have caused this Restated
Settlement Agreement to be executed on this ____ day of __________________,
2001.

                                   /s/ Jack W. Moncrief, M.D.
                                   ------------------------------------------
                                   JACK W. MONCRIEF, M.D.


                                   DEFENDANTS:

                                   E-MEDSOFT.COM,
                                   By:  /s/   Frank P. Magliochetti, Jr.

                                   ------------------------------------------
                                   Name:  Frank P. Magliochetti, Jr.
                                   Title:  President

                                   VIDIMEDIX ACQUISITION CORPORATION,
                                   By:  /s/  Frank P. Magliochetti, Jr.

                                   ------------------------------------------
                                   Name:  Frank P. Magliochetti, Jr.
                                   Title:  President



THE STATE OF TEXAS

COUNTY OF ______________

         Before me, _________________________, a Notary Public, personally
appeared on this date, JACK W. MONCRIEF, M.D., known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me
that he executed the foregoing Amended and Restated Compromise and Settlement
Agreement of his own free will and accord, for the purposes and consideration
therein expressed.

         GIVEN under my hand and seal of office this ___ day of ___________,
A.D., 2001.

                                   ------------------------------------------
                                   NOTARY PUBLIC IN AND FOR TEXAS




                                       19


<PAGE>


THE STATE OF ____________

COUNTY OF ______________

         Before me, _________________________, a Notary Public, personally
appeared on this date, _______________________, who is President of
e-MedSoft.com, a Nevada corporation, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the foregoing Amended and Restated Compromise and Settlement Agreement of his
own free will and accord, for the purposes and consideration therein expressed
and in the capacity therein stated.

         GIVEN under my hand and seal of office this ___ day of ___________,
A.D., 2001.

                                   ------------------------------------------
                                   NOTARY PUBLIC IN AND FOR _____________










THE STATE OF ____________ss.
                                          ss.
COUNTY OF ______________ ss.

         Before me, _________________________, a Notary Public, personally
appeared on this date, ______________________, who is President of VidiMedix
Acquisition Corporation, a Nevada corporation, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me
that he executed the foregoing Amended and Restated Compromise and Settlement
Agreement of his own free will and accord, for the purposes and consideration
therein expressed and in the capacity therein stated.

         GIVEN under my hand and seal of office this ___ day of ___________,
A.D., 2001.

                                   ------------------------------------------
                                   NOTARY PUBLIC IN AND FOR _____________



                                       20


<PAGE>


APPROVED:

/s/ Steven Goldberg
-----------------------------------
STEVEN GOLDBERG
Manatt, Phelps & Phillips, LLP
Counsel for e-MedSoft.com
and VidiMedix Acquisition Corporation


/s/ George T. Wommack
-----------------------------------
GEORGE T. WOMMACK, JR.
Wommack Law Firm, P.C.
Counsel for Moncrief

/s/ David M. Redford
-----------------------------------
DAVID M. REDFORD
Davis, Oretsky & Guilfoyle, P.C.
Counsel for Moncrief





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