<PAGE>


                                                                Exhibit 10.24


                                 NO. 2000-47334

JACK W. MONCRIEF, M.D., JANA DAVIS         )         IN THE DISTRICT COURT OF
WELLS, TOM M. DAVIS, III, TOM M.           )         HARRIS COUNTY, T E X A S
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
November 5, 2001 in connection with the Compromise and Settlement Agreement
("Settlement Agreement") made and entered into effective as of November 1, 2000,
by and between WILLA WASHINGTON ("Washington"), 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.

                              W I T N E S S E T H:

         WHEREAS, e-Med Soft, VidiMedix Acquisition Corporation and VidiMedix
Corporation, a corporation organized and existing under the laws of the State of
Texas

Page 1

<PAGE>

("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 June 14, 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

         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

Page 2

<PAGE>

         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 Washington 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.

                               A G R E E M E N T:

         NOW, THEREFORE, Washington 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 Washington
the Settlement Earn-Out Shares (as defined below) as earn-out shares due from
e-MedSoft to Washington as a preferred and common stockholder of the Company
pursuant to the obligations of e-MedSoft as

Page 3


<PAGE>

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 Washington and her attorneys $8,418.00 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 Washington'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 made as set out in Schedule 1.
Upon request by Washington the Settlement Earn-Out Shares shall be delivered to
a brokerage account designated by Washington 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 that
such shares will only be sold in compliance with Rule 144. Upon request by
Washington the Settlement Earn-Out Shares shall be delivered in multiple
certificates in such denominations as requested. By acceptance of the Settlement
Earn-Out Shares, Washington 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 sixty-three hundred (6,300)
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

Page 4


<PAGE>

Shares shall be appropriately adjusted so that Washington receives the stock or
other securities or property which Washington would have been entitled to
receive if Washington 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, Washington 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) Washington 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 Washington as earn-out shares due from e-MedSoft to Washington 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
Washington is the date of consummation of the Merger Agreement.

Page 5

<PAGE>

            (4) The Settlement Earn-Out Shares may be sold immediately by
Washington subject to the limitations or restrictions set forth in Sections
(e)(2) and (f) of Rule 144 and Washington'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 Washington at the time of delivery to her
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 and limitations set forth
in Sections (e)(2) and (f) of Rule 144 and Washington'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 Washington and her
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
Washington 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 Washington'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 Washington 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
Washington and on written request of Washington, 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 Washington. The Settlement Earn-Out Shares so
registered shall be freely transferable without restriction or limitation of any
kind. The cost and expense of the

Page 6


<PAGE>

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 the
Settlement Earn-Out Shares is declared effective:

               (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 Washington 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 Washington 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 Washington 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

Page 7

<PAGE>

               (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 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
Washington agrees to limit her 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 Washington since such receipt.

         The term "Daily Limit" means 224 shares for each trading day commencing
after the date of delivery of the Settlement Earn-Out Shares to Washington under
this Restated Settlement Agreement.

         Notwithstanding any provision of this Restated Settlement Agreement to
the contrary, under no circumstances may Washington sell more than 699 shares in
any twenty-four (24) hour period.

         It is specifically understood that Washington is bound fully by all
provisions of this Restated Settlement Agreement (including these trading
restrictions) In the event Washington exceeds her cumulative percentage of the
Daily Limit, her 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.

Page 8

<PAGE>

            4. CLAW BACK RIGHTS AND OTHER CONSIDERATION.

               (a) CLAW BACK RIGHTS. After all of the Settlement Earn-Out Shares
received by Washington have been sold by Washington, if she has netted less than
$18,358.00 from the sale of such Settlement Earn-Out Shares in the public
capital market, Defendant shall pay to Washington in cash a sum equal to the
difference between the actual sum received by her from the sale of the
Settlement Earn-Out Shares and $18,358.00. Net receipts of each person shall
exclude all brokers' fees and costs of sale and Washington shall provide a full
accounting to e-MedSoft of the sales of such shares into the public capital
market. This provision shall be null and void if Washington sells any of her
shares privately or in other transactions or sales not utilizing the public
capital markets. The payment to Washington shall be made within ten (10)
business days after she provides the accounting of her net proceeds from such
sales.

               (b) INDEMNITY. As additional consideration for this Restated
Settlement Agreement, Defendants agree (i) to indemnify and hold harmless
Washington and her 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, (ii) to indemnify
and hold harmless Washington 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 (iii)
to pay all attorneys' fees and costs incurred by any Plaintiff in defending any
liability described in subparagraphs (a) or (b).

Page 9

<PAGE>

               (c) ATTORNEYS' FEES AND COSTS IN CALIFORNIA LAWSUIT. As
additional consideration, within ten (10) days of delivery of copies of bills,
the Defendants shall reimburse to Davis in cash the attorneys' fees billed to
and/or paid by Davis in the defense of the California lawsuit. The total
attorneys' fees to be reimbursed by e-MedSoft for all settling parties
(Moncrief, Gardner Landry, Tom Davis, Jr., Jan Davis, Willa Washington) shall
not exceed $200,000. Within thirty (30) days of the date hereof, Davis shall
provide Defendants a copy of bills for his attorneys' fees incurred and/or paid
in the California Lawsuit. The cost of the mediation in Dallas paid by Davis
shall be deemed costs of the California Lawsuit.

               (d) Further, as additional consideration for this Restated
Settlement Agreement, Defendants shall immediately dismiss Washington 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 HER FAVOR AT THE TIME OF EXECUTING THE
         RELEASE, WHICH IF KNOWN BY HER MUST HAVE MATERIALLY AFFECTED HER
         SETTLEMENT WITH THE DEBTOR.

               (e) Defendants shall issue such opinion letters to clear any
transfer of other shares of e-MedSoft.com owned by Washington as a result of
receiving stock for her

Page 10

<PAGE>

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

            5. RELEASE AND DISCHARGE OF DEFENDANTS. Washington 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 she 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 Washington shall be in the
form attached hereto as Exhibit "A."

            6. RELEASE AND DISCHARGE OF WASHINGTON. In consideration of the
above, each Defendant agrees to release, acquit and forever discharge,
Washington and her 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."

Page 11

<PAGE>

            7. 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.

            8. 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
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.

            9. 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

Page 12


<PAGE>

Restated Settlement Agreement, and to perform all the terms and conditions of
this Restated Settlement Agreement and any closing documents to be performed by
her 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 her or it in accordance with their terms.

            10. CONSENTS AND APPROVALS; NO VIOLATIONS. The execution and
delivery by such party of this Restated Settlement Agreement and the other
closing documents to which she 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 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.

            11. DISMISSAL. Washington does hereby expressly agree that she 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
Washington's rights vis a vis the Defendants.

            12. 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

Page 13

<PAGE>

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.

            13. 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
Washington. Accordingly, as security for the Defendants' timely closing of this
transaction and performance 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 Washington and the Cash Payment on the dates and in the
form as set out in Section 1 of this Restated Settlement Agreement, Washington
shall be entitled to either of the following at Washington'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 Washington
and the Cash Payment as required by Section 1 of this Restated Settlement
Agreement, Washington 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 $31,500.00 ("Judgment") in the form attached hereto
as Exhibit "C," which shall be executed by Defendants and delivered to
Washington's counsel at the time of execution of this Restated

Page 14

<PAGE>

Settlement Agreement along with an agreed order of severance of Washington's
claim so that judgment may become final. In the event Defendants deliver to
Washington all of the consideration stated herein to be paid to Washington
within ten (10) days of the due date and perform all of Defendants' obligations
hereunder, Washington will release the Judgment. So long as Defendants pay
Washington the consideration within ten (10) days of the date it is to be paid
hereunder or timely performs Defendants' other obligations hereunder, that
Washington will not abstract or execute on the Judgment; however, in the event
Defendants fail to pay any part of the consideration to Washington hereunder, or
fail to timely perform any of Defendants' obligations hereunder, Defendants will
be in breach of this Restated Settlement Agreement and Washington may then take,
at her 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 Washington
in the event of such a breach or failure to close this transaction.

            14. 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.

Page 15

<PAGE>

            15. AGREEMENT BINDING ON SUCCESSORS. This Restated Settlement
Agreement is binding on the successors of Washington 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.

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

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

            18. 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.

            19. 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.

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

            21. 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.

Page 16

<PAGE>

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

                                By: /s/ Tom M. Davis, Jr. as Attorney-in-Fact
                                For Willa Washington
                                    -------------------------------------------
                                TOM M. DAVIS, JR. AS ATTORNEY-IN-FACT
                                FOR WILLA WASHINGTON


                                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

APPROVED:

/s/ Steve Goldberg
-------------------------------------
STEVEN GOLDBERG
Counsel for e-MedSoft.com
and VidiMedix Acquisition Corporation

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

/s/  George T. Wommack
-------------------------------------
GEORGE T. WOMMACK
Counsel for WILLA WASHINGTON

Page 17