<PAGE>


                                                                    Exhibit 10.2


                               SECOND AMENDMENT TO
                          PREFERRED PROVIDER AGREEMENT

         This Second Amendment to Preferred Provider Agreement (the "Second
Amendment") is made as of the 11th day of September, 2000 by and between
National Century Financial Enterprises, Inc., an Ohio corporation (hereinafter
referred to as "NCFE") and E-Medsoft.com, a Nevada corporation (hereinafter
referred to as "E-MED").

                                   WITNESSETH

         WHEREAS, NCFE and E-MED have heretofore entered into that certain
Preferred Provider Agreement dated as of February 2, 2000 (the "Original
Agreement") and that certain Letter Agreement clarifying and modifying the
Original Agreement dated as of February 2, 2000 (the "First Amendment" and
together with the Original Agreement the "Agreement").

         WHEREAS, NCFE and E-MED desire to further amend and clarify certain
provisions of the Agreement by way of this Second Amendment.

         NOW THEREFORE, in consideration of the premises and mutual obligations
set forth herein, and other good and valuable consideration, it is covenanted
and agreed for the proportionate benefit of all parties hereto as follows:

         SECTION 1. AMENDMENT. The Agreement shall be amended as follows:

                  a.       Section 1.1 shall be deleted in its entirety and
                           amended as follows:

                           SECTION 1.1 SERVICES. E-MED agrees to provide the
                  products and consulting services described in (a) the
                  "Statement of Work," attached hereto as Exhibit 1A, (b) the
                  "Business Plan" dated October 15, 1999 attached hereto as
                  Exhibit 1B, which may be mutually amended and supplemented by
                  the parties from time to time, and (c) each "Scope of Work" in
                  form and substance as agreed to by NCFE and E-MED in each
                  instance consistent with the "Statement of Work" and "Business
                  Plan," attached hereto as Exhibit 2. The parties hereto agree
                  that they may in the future mutually agree to modify or amend
                  the Statement of Work, any Scope of Work and/or the Business
                  Plan and any such modifications and amendments shall be in
                  writing, executed by NCFE and E-MED, and shall be attached to
                  this Agreement for future reference. The descriptions in the
                  Statement of Work and in the Business Plan are intended by the
                  parties to be read in the broadest possible sense such that --
                  except as otherwise limited by this Agreement -- E-MED shall
                  have the right and then the obligation to provide services and
                  software solutions with respect to all internet electronic
                  commerce software needs of NCFE and NCFE shall have the
                  ownership, licensure and other rights as more fully set forth
                  herein. The parties hereto agree that all projects hereunder
                  shall be set forth in writing between the parties in the form
                  of a Scope of Work to be mutually agreed upon in order to
                  permit the parties to have a standard by which to judge the
                  performance of E-MED hereunder (e.g., under subparagraph 1.3).

<PAGE>

                  b.       Section 1.2 shall be deleted in its entirety and
                           amended as follows:

                           SECTION 1.2 CONDUCT OF SERVICES. All work shall be
                  performed in a workmanlike and professional manner in
                  accordance with the terms and conditions of this Agreement.
                  NCFE agrees to provide E-MED access to all hardware and
                  facilities reasonably necessary to enable E-MED to provide its
                  products and services identified herein to NCFE in accordance
                  with general industry standards.

                  c.       Section 1.4 shall be deleted in its entirety and
                           amended as follows:

                           SECTION 1.4 EXTRAORDINARY CASE WHERE NCFE MAY UTILIZE
                  ALTERNATIVE SERVICES. Notwithstanding any provision of this
                  Agreement to the contrary, NCFE may utilize the services of an
                  alternative vendor or supplier in each case (if any) wherein
                  all parties hereto mutually agree that a particular product,
                  project or Scope of Work is outside the Statement of Work. In
                  such instances, E-MED may make a proposal to do such product,
                  project or Scope of Work if E-MED, within ten (10) business
                  days of receipt of a written notice from NCFE, submits to NCFE
                  a pricing quote which is not greater than 110% of the average
                  quoted pricing of two (2) legitimate and capable third-party
                  vendors with respect to such product, project or Scope of
                  Work, provided that no vendor shall be deemed legitimate or
                  capable unless and until it is established that such vendor
                  has been in business for at least one (1) year and has annual
                  revenues at least as large as those of E-MED. Nothing in this
                  Section 1.4 shall permit NCFE to terminate this entire
                  Agreement. Neither E-MED nor NCFE may exercise any remedy
                  other than those set forth in Section 3 of this Agreement or
                  file any litigation in any court in the world against the
                  other for any alleged or anticipatory breach of this Agreement
                  unless such litigation is filed after July 25, 2002.

                  d.       Section 1.5 shall be deleted in its entirety and
                           amended as follows:

                           SECTION 1.5 CUSTOM DELIVERABLES. E-MED and NCFE both
                  acknowledge and understand that by design this Agreement and
                  any Exhibits appended hereto have been drafted with the
                  anticipation and expectation that E-MED will be providing some
                  services and resultant work product to NCFE that shall be
                  considered Custom Deliverables. Such Custom Deliverables shall
                  be defined as follows: "Software and/or intellectual property
                  (including, but not limited to all codes, artwork, screens,
                  data and the like) developed by E-MED for NCFE specifically
                  pursuant to this Agreement that were neither developed nor
                  owned by E-MED prior to entering into this Agreement." Such
                  Custom Deliverables shall be considered a "work made for
                  hire." Provided that NCFE pays E-MED the required amounts for
                  such Custom Deliverables as set forth in the applicable Scope
                  of Work, NCFE shall have full and complete control and
                  authority over and with respect to the development of all
                  functional and/or artistic design matters related to such
                  Custom Deliverables and each Scope of Work on a
                  project-by-project basis. Such Custom Deliverables, and any
                  copyrights or intellectual property interest in such Custom
                  Deliverables, upon NCFE's payment of any and all amounts then
                  due and owing to E-MED in consideration of the


                                       2
<PAGE>

                  development of a particular Custom Deliverable, shall be the
                  sole and exclusive property of NCFE. In consideration for
                  E-MED's services, NCFE shall be required to grant E-MED for
                  the duration of the term of this Agreement, a worldwide,
                  non-exclusive, royalty free, license to possess, copy, and
                  display any and all of the Custom Deliverables E-MED's
                  performance of services for third parties, provided that in
                  doing so E-MED does not disclose, utilize or include any of
                  NCFE's confidential information. E-MED shall not lease, sell,
                  transform, modify, disclose, transfer, distribute, assign or
                  sub-license any Custom Deliverable or any copyright or
                  intellectual property interest in the Custom Deliverables or
                  derivative thereof to any third party absent the prior express
                  written consent of NCFE.

                           Notwithstanding the aforementioned, E-MED shall not
                  under any circumstance, disclose or utilize all or a portion
                  of any Custom Deliverable or any copyright or intellectual
                  property interest in such Custom Deliverable in its
                  performance of services (including the sale or licensing of
                  software or software solution, consulting and the like) for
                  any third party which is or intends to be a competitor of
                  NCFE. Further, in the event of a "Change of Control" the
                  above-referenced license shall be terminated and any continued
                  use of such Custom Deliverables shall be subject to NCFE's
                  expressed written consent on a case-by-case basis. For the
                  purposes of this Agreement, a "Change of Control" shall be
                  defined as an event whereby a person who, as of the date of
                  this Agreement, owns 10% or less of the issued and outstanding
                  capital stock of E-MED through one or a series of
                  transactions, purchases, acquires, owns or otherwise controls,
                  directly or indirectly, greater than 10% of E-MED's issued and
                  outstanding capital stock and has or acquires the right to
                  appoint or control, directly or indirectly, one or more
                  members of E-MED's Board of Directors.

                  e.       Section 1.6(a) shall be deleted in its entirety and
                           amended as follows:

                           (a) In consideration for NCFE entering into this
                  Agreement, E-MED shall issue to NCFE or its designee(s) or
                  nominee(s) Nine Million Five Hundred Thousand (9,500,000)
                  shares of the common stock of E-MED, and shall immediately
                  register such shares pursuant to a registration statement
                  filed with the Securities and Exchange Commission so that all
                  of the shares are unrestricted and free trading in accordance
                  with applicable law and all industry standards for the
                  securities industry in the United States and E-MED shall have
                  the same obligations to NCFE with respect to the registration
                  of such shares as E-MED currently has to Donald H. Ayers and
                  Trammel Investors, LLC pursuant to Sections 3, 5, 6, 7 and 8
                  of the Registration Rights Agreement by and among E-MED,
                  Donald H. Ayers and Trammel investors, LLC, dated its of March
                  18, 1999.

                           The parties hereto stipulate that all of such shares
                  have been registered with the Securities and Exchange
                  Commission Pursuant to a registration statement declared
                  affective on or about August 1, 2000. E-MED agrees that the
                  only lawyer for E-MED authorized to interact with NCFE
                  regarding the shares is Jon Sawyer of the Colorado Krys Boyle
                  law firm ("Krys Firm"), or any other agent of


                                       3
<PAGE>

                  that firm, and E-MED agrees, warrants and represents that it
                  will not allow any other representatives to interact with NCFE
                  (or anybody else) appertaining or with respect to the NCFE
                  shares. Absent the express written consent of NCFE, no other
                  person besides a lawyer for the Krys firm is entitled to
                  handle issues appertaining or relating to the NCFE shares.

                  f.       Section 1.6(c) shall be deleted in its entirety and
                           amended as follows:

                           (c) In consideration of E-MED adhering to Section
                  1.6(a), NCFE or one or more of it's affiliates shall

                                    1.       arrange for $1,000,000 of
                                             additional equity financing (which
                                             is part of the consideration given
                                             by NCFE in exchange for the shares
                                             referenced to Section 1.6(a)
                                             above), to be accomplished by
                                             September 1, 2000; meaning that
                                             E-MED must actually and in fact
                                             receive the $1,000,000 within
                                             thirty (30) business days of the
                                             execution of the Second Amendment
                                             to Preferred Provider Agreement and
                                             E-MED having executed all Mutually
                                             agreed upon documentation and
                                             agreements necessary to facilitate
                                             NCFE's receipt of the shares set
                                             forth in paragraph 1.6(a) as
                                             amended above; and

                                    2.       arrange for $4,000,000 of debt
                                             financing such that E-MED may draw
                                             upon such financing commencing
                                             within sixty (60) business days of
                                             execution of the Second Amendment
                                             to Preferred Provider Agreement and
                                             E-MED having fully and completely
                                             complied with paragraph 1.6(a)
                                             above; but with the understanding
                                             that such debt will be retired and
                                             effectively converted into equity
                                             without any additional shares being
                                             issued to NCFE to the extent NCFE
                                             is able to sell $4,000,000 worth of
                                             its E-MED stock at a price per
                                             share in excess of $9.50 per share
                                             on or prior to September 1, 2003.
                                             Until that time, the debt will not
                                             accrue interest and will be carried
                                             as long term debt on the books of
                                             NCFE and E-MED.

                  g.       Section 1.6(e) shall be deleted in its entirety and
                           amended as follows:

                           (e) Pursuant to the terms of this Agreement and for
                  the duration of this Agreement, NCFE and E-MED agree to
                  establish a proprietary "Master Portal" wherein all of NCFE's
                  and E-MED's electronic commerce based products and services
                  shall be able to be marketed and sold to all of NCFE's and
                  E-MED's participating customers in a manner mutually agreeable
                  and acceptable both to NCFE and E-MED. NCFE shall not be
                  entitled to charge development costs to the Master Portal
                  project and all development costs incurred by NCFE shall be
                  borne, exclusively, by NCFE on an internal basis. All
                  development costs directly related to the Master Portal
                  incurred by E-MED for soft costs/human resource cost shall be
                  charged to the project at 140% of actual out of pocket costs
                  and all


                                       4
<PAGE>

                  hardware and hard costs shall be charged to the project at
                  110% of actual out-of-pocket costs. With respect to hardware
                  and software costs directly related to the development or
                  maintenance of the Master Portal, NCFE may purchase such items
                  from the lowest bidder only in accordance with Section 1.4.
                  Subsequent to the development phase which was concluded on
                  July 27, 2000, all costs related to the maintenance and
                  operation of the Master Portal shall be paid 50/50 by NCFE and
                  E-MED subject to the same markup limitation sat forth in this
                  Section 1.6(e). Both NCFE and E-MED understand and agree that
                  maintenance costs shall be nominal and any costs in excess of
                  nominal amounts will only be reimbursed or paid upon mutual
                  agreement of both NCFE and E-MED. All costs charged to the
                  project for either development or maintenance shall be
                  supported by an invoice and in the case of labor, costs shall
                  be supported by a detailed summary identifying the persons
                  involved, the time expended and actual costs. The Master
                  Portal shall function in such a way as to require it to be the
                  "ultimate destination" portal that a potential NCFE or E-MED
                  customer will enter into prior to doing business
                  electronically either with NCFE or E-MED as anticipated under
                  the terms of this Agreement.

                           For the duration of this Agreement and any extension
                  hereof, E-MED shall be entitled to receive a "per click"
                  payment for each entry to the NCFE website through the Master
                  Portal by a potential customer. No "per click" payment shall
                  apply to any customer activity within NCFE's website or with
                  respect to any then current NCFE customer who utilize the
                  Master Portal for the exchange of proprietary data as between
                  NCFE and its customer. Such click fee will be monitored by an
                  internet activities monitoring service acceptable to NCFE and
                  E-MED and payable each month in the arrears. During the first
                  year of the contract, such minimum payments will be $15,000
                  per month (prorated for any period less than one year) or 5
                  cents per click whichever is greater so long as E-MED
                  continues to maintain the Master Portal and all functional
                  aspects thereof in an appropriate manner. During the second
                  year of this contract, so long as the Master Portal and all
                  functional aspects thereof is provided and maintained by E-MED
                  in an appropriate manner, the minimum charge will be $20,000
                  per month or 5 cents per click whichever is greater, so long
                  as E-MED continues to maintain the Master Portal and all
                  functional aspects thereof in an appropriate manner. In the
                  third year and every successive year of this Agreement, the
                  charge will be $25,000 per month minimum or 5 cents per click
                  whichever is greater, so long as E-MED continues to maintain
                  the Master Portal and all functional aspects thereof in an
                  appropriate manner. In addition to the above consideration, to
                  the extent that NCFE obtains new clients as a result of the
                  Master Portal application process, whether that new client
                  comes from the E-MED client base or a new client base that
                  comes to NCFE as a result of the Master Portal, E-MED will be
                  entitled to a fee commencing when such client commits to a
                  funding apparatus offered NCFE. Such funding apparatus
                  includes, medical accounts receivable funding, self-pay
                  receivable fundings, leases, loans, and bridge financing as
                  well as advisory services in mergers and acquisitions.

                           In relation to the ownership of the Master Portal,
                  E-MED and NCFE shall be joint owners of the Master Portal and
                  all related capabilities and technology,


                                       5
<PAGE>

                  jointly and equally responsible for the development and
                  maintenance of the Master Portal during the term of this
                  Agreement. Subsequent to the Termination of this Agreement,
                  each of NCFE and E-MED shall cooperate to the extent necessary
                  to maintain and administer the operation, accessibility and
                  functionality of the Master Portal in relation to access and
                  usage by their respective current and future customers. In the
                  event either NCFE or E-MED abandons their interest in the
                  Master Portal affirmatively or by failure to cooperate and
                  maintain the Master Portal as described above, the abandoning
                  party's interest in the Master Portal and all related
                  capabilities and technology shall automatically transfer to
                  the non-abandoning party, provided, however, that all
                  notification provisions hereof shall be strictly complied with
                  meaning that the party claiming an abandonment by the other
                  shall have provided written notification and a thirty (30) day
                  opportunity to cure shall have been and shall have lapsed.

                  h.       Section 1.6 shall be amended by adding subsection (h)
                           thereto as follows:

                           (h) In each instance wherein (i) E-MED expends human
                  resources in the performance of its obligations hereunder and
                  (ii) E-MED is entitled to reimbursement hereunder from NCFE,
                  the cost of such resources shall be billed to NCFE at a rate
                  equal to not more than actual out-of-pocket costs plus 40%. In
                  no event shall E-MED be entitled to reimbursements from NCFE
                  for any costs or expenses incurred by E-MED for projects or
                  work other than those incurred or undertaken at the direction
                  of NCFE or directly in furtherance of the Statement of Work
                  and Scope of Work.

                  i.       Section 2.1 shall be deleted in its entirety and
                           amended as follows:

                           SECTION 2.1 TERM. The term of this Agreement shall
                  commence on the date set forth above and shall (absent earlier
                  termination as provided hereunder) be for an Initial Term of
                  twenty-one (21) years ("Initial Term"). Following the
                  expiration of the Initial Term, this Agreement may be extended
                  by mutual agreement of the parties for one (1) successive
                  Extended Term. The Extended Term shall be for a period of Five
                  (5) years. Therefore, including the Initial Term, upon
                  exercise of the Extended Term, this Agreement could remain
                  effective for a cumulative term of twenty-six (26) years.

                  j.       Section 2.2 shall be deleted in its entirety and
                           amended as follows:

                           SECTION 2.2 EVENTS OF DEFAULT. The following events
                  shall constitute a "Default":

                                    (a)      NCFE fails to pay any amounts when
                                             due and does not pay such amounts
                                             within forty-five (45) days of
                                             receipt of written notice of such
                                             payment failure;

                                    (b)     Either NCFE or E-MED has failed to
                                            comply with any obligation set forth
                                            herein (other than a payment default
                                            under subsection (a)), the
                                            non-defaulting party has exhausted
                                            any specific contractual rights and
                                            remedies set forth herein, and the
                                            lack of compliance of the defaulting

                                       6
<PAGE>

                                            party remains uncured for a period
                                            of thirty (30) days after notice of
                                            such breach is sent by the
                                            non-defaulting party to the party
                                            alleged to be in Default, in
                                            accordance with Section 2.3. The
                                            cure period may be extended, if both
                                            parties agree to such extension in
                                            writing.

                  k.       Section 6.2 shall be deleted in its entirety and
                           amended as follows:

                           SECTION 6.2 PROHIBITION AGAINST COMPETITIVE SERVICES
                  AND PRODUCTS. Subject to any express limitations set out in
                  this Section, NCFE and E-MED agree that during the term of
                  this Agreement neither party shall, without the prior written
                  consent of the other, compete, provide services to third
                  parties which enable such third parties to compete, or
                  participate in competition, either directly, indirectly, with,
                  or against the other party in relation to either party's
                  current business operations, whether alone, as a partner, or
                  as an officer, director, employee, consultant, or holder of
                  more than five percent (5%) of the capital stock of any other
                  corporation. In regards to NCFE competing with E-MED, such
                  prohibition against participation in competition shall be
                  limited to all of the services and products to be provided
                  under the terms of this Agreement by E-MED. Subject to the
                  conditions set forth in Section 1.4 hereof and this Section
                  6.2, nothing herein shall permit NCFE to compete against E-MED
                  during the term hereof in a manner in which NCFE uses -- in
                  any way shape or form -- the services or products of any
                  company other than E-MED with respect to the projects and work
                  set out in the Statement of Work and the Business Plan.

                           While NCFE has no obligation to continue to use the
                  services of E-MED after the termination of this Agreement.
                  NCFE agrees that, subsequent to the termination of this
                  Agreement, it will give E-MED the first opportunity to
                  continue to provide services set forth in the Statement of
                  Work. NCFE also agrees that it shall not utilize the services
                  or products (excluding hardware) of any provider engaged in
                  the business of providing technological solutions of the kind
                  set out in the Statement of Work or of any technological or
                  service solutions similar or related thereto, other than and
                  with the sole exception of NCFE's utilization hereunder of
                  E-MED's services and products; provided, however, that NCFE
                  may at all times use such competitive products in accordance
                  with Section 1.4 of this Agreement or if E-MED has shown
                  inability to provide the solutions set out in the Statement of
                  Work and the Business Plan and if NCFE has exhausted all
                  dispute escalation remedies expressly set forth in Section 3,
                  with the exception that if those escalation procedures do not
                  yield a resolution within the provided timeframe, NCFE shall
                  not be compelled to obtain judicial approval before using
                  alternative services.

                  l.       Section 6.3 shall be amended to cross-reference
                           Section 1.6(c) as opposed to Section 1.5(c).

                  m.       Section 7.1 shall be deleted in its entirety and
                           amended as follows:

                           SECTION 7.1 GRANT OF LICENSE. Subject to the payment
                  of all compensation due under this Agreement and all other
                  terms and conditions herein,


                                       7
<PAGE>

                  E-MED grants to NCFE, a perpetual, personal, non-transferable,
                  non-exclusive license to Software, other than the Custom
                  Deliverables which are owned by NCFE and defined in Section
                  1.5 above, in object code form solely for the purpose of
                  serving the normal business operations of NCFE. This license
                  grant is subject to NCFE's continued use of the Master Portal
                  and payment of the fees referenced in Section 1.6(e).

                  n.       Section 7,2 shall be amended to cross-reference
                           Section 1.5 as opposed to Section 1.4:

                  o.       Section 10.1 shall be supplemented by adding the
                           following:

                           For the purposes of this Section 10.1 "Software
                  Requirements" shall have the meaning ascribed in the Statement
                  of Work and/or the related Scope of Work.

         SECTION 2. GOVERNING LAW. Section 11.3 of the Agreement shall apply to
this Second Amendment.

         SECTION 3. SEVERAL COUNTERPARTS. This Second Amendment may be executed
in several counterparts, each of which shall be deemed to be an original, and
such counterparts shall constitute one and the same instrument.

         SECTION 4. CAPTIONS. The captions or headings in this Second Amendment
are for convenience only and in no way define, limit or describe the scope or
intent of any provisions or sections of this Second Amendment.

         SECTION 5. AFFIRMATION OF TERMS. Except as expressly provided herein to
the contrary, the terms, covenants, and conditions of the Agreement shall remain
in full force and effect without modification or amendment, and the parties
hereto ratify and reaffirm the same in their entirety.


                                       8
<PAGE>


         IN WITNESS WHEREOF this Agreement has been signed by the Parties hereto
on the date first written above.

                                      NATIONAL CENTURY FINANCIAL
                                      ENTERPRISE, INC.



                                      By:
                                         --------------------------------------
                                      Title
                                            -----------------------------------
                                      Address:   6125 Memorial Drive
                                                 Dublin, OH  43017
                                      Facsimile: (614) 764-0602




                                      E-MEDSOFT.COM



                                      By:
                                         --------------------------------------
                                      Title
                                            -----------------------------------
                                      Address: 1300 Marsh Landing Pkwy. #106
                                               Jacksonville Beach, FL  32250
                                      Facsimile: (904) 543 1071


                                       9
<PAGE>


                                                                      EXHIBIT 1A


                                STATEMENT OF WORK

Development of full, web-based, subscription based network pursuant to policies
and pricing as may be promulgated from time to time by E-MED, within E-MED's
sole discretion, but provided that such pricing shall be at levels such that
NCFE receives discounts of at least eight percent (8%) from the standard pricing
of E-MED competitive with the industry.

In exchange for this preferred pricing being provided to NCFE, E-MED shall
develop and implement and provide for all of NCFE's internet electronic commerce
needs -- including all software, portal, web (and any other network) and
hardware products and services -- in the following areas:

         1.       Consumer web portals;
         2.       E-MED web portals;
         3.       Broker web portals;
         4.       Employer web portals;
         5.       Claims and encounters;
         6.       Eligibility and benefits verification;
         7.       Claim status inquiry;
         8.       Referrals and authorizations for newly acquired clients;
         9.       Coordination of benefits;
         10.      First report of injury;
         11.      Credentialing;
         12.      Drug history;
         13.      Prescription communication services;
         14.      Lab order and results;
         15.      Other connectivity and connectivity
         16.      Other e-commerce applications;
         17.      Internet/extranet products


                                       10
<PAGE>


                                                                      EXHIBIT 1B


                                  BUSINESS PLAN
                             DATED OCTOBER 15, 1999


1.       The main focus of E-MED and NCFE, following the development of the
         "master portal", is to sign up new business clients for NCFE with the
         specific target market being Group Medical Practices added to the
         NCFE's funding programs. By 12/31/2000, the goal is 1950 practices.
         Target Chartwell operations and HMO's.

2.       Provide detailed cash flow and marketing objectives to both E-MED and
         NCFE for balance of fiscal 2000 (July-December). See attached.

3.       Provide a proposal for $15,000,000 revolver to E-MED using bank
         participations. If acceptable to NCFE, NCFE to syndicate the vehicle
         and provide $15,000,000 participation.

4.       Refine Preferred Provider Agreement to make the arrangement more
         workable long term and defendable in either public market or merger
         joint venture market. This means a longer term, i.e., 15-25 years.

5.       Reach an understanding as to some form of compensation to NCFE (cash or
         additional stock) in consideration of referrals of new business not
         related to Group Medical Practices.


                                       11
<PAGE>


                                                                       EXHIBIT 2


                                  SCOPE OF WORK

                                (TO BE PROVIDED)


                                       12
<PAGE>


                                                                       EXHIBIT 3


                                PARTICIPATION FEE

In addition to a one-time payment of $1,000 by NCFE to E-MED with respect to
each new seller of receivable originated through the Master Portal, E-MED will
participate in the program revenues based on the outstanding balance of seller
receivables purchased by NCFE that result from a financing relationship
originated and funded using the Master Portal internet connection. The maximum
participation fee is an annual fee of .5% computed on a monthly basis. The final
determination of this fee is contingent upon NCFE earning a minimum gross margin
of 6%. Gross margin is determined by subtracting the average cost of funds
related to the purchased receivables from the program fees earned and collected
on funds advanced to purchase receivables. If the gross margin does not exceed
6%, no participation fee is due to E-MED. If the gross margin exceeds 6%, E-MED
will earn a participation fee equal to such excess but in no event in excess of
..5% annually.

EXAMPLE

Cost of funds:                       7.0%
Program Charges:                    13.5%
Gross Margin:                        6.5%

PARTICIPATION FEE DUE TO E-MED:                .5% of outstanding balance of
                                               purchased receivables computed
                                               monthly.

Cost of funds:                       7.5%
Program Charges:                    13.5%
Gross Margin:                        6.0%

PARTICIPATION FEE DUE TO E-MED:                none

Cost of funds:                       7.4%
Program Charges:                    13.5%
Gross Margin:                        6.1%

PARTICIPATION FEE DUE TO E-MED:                .1% of outstanding balance of
                                               purchased receivables computed
                                               monthly.


                                       13