Preferred Provider Agreement

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).


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


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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


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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
...