AGREEMENT

                                AGREEMENT

     THIS AGREEMENT is made this 15th day of May 1999, by and between Xxxxxxx
Investors LLC ("Xxxxxxx") and x-XxxXxxx.xxx, a Nevada corporation ("e-Med").

     WHEREAS, Xxxxxxx loaned a total of $750,000 to e-Med during March 1999
pursuant to a 60-day promissory note in the amount of $1,000,000 and the
parties have agreed that Xxxxxxx will extend its promissory note for two
years; and

     WHEREAS, Xxxxxxx is a shareholder of e-Med and desires to assist e-Med
meet its cash flow requirements.

     NOW, THEREFORE, in consideration of the premises and mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged,

     THE PARTIES HERETO AGREE AS FOLLOWS:

     1.  Xxxxxxx agrees to a two-year extension of its $1,000,000 Promissory
Note such that the due date is now May 19, 2001.  Interest at 12% will
continue to be payable monthly and, except as set forth herein, all other
terms and conditions of the Promissory Note will remain in effect.

     2.  e-Med agrees to make a $300,000 principal payment on the Promissory
Note on or before September 30, 1999.

     3.  Xxxxxxx agrees to waive all remaining unpaid origination fees.

     4.  This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     5.  This Agreement shall inure to and be binding upon the heirs,
executors, personal representatives, successors and assigns of each of the
parties to this agreement.

     AGREED TO AND ACCEPTED on the 15th day of May 1999.

Xxxxxxx Investors LLC               x-XxxXxxx.xxx


By:/s/ Xxxxxxx Xxxxxxx              By:/s/ Xxxx X. Xxxxxxx
   Xxxxxxx Xxxxxxx                     Xxxx X. Xxxxxxx, President