SHAREHOLDER AGREEMENT





                  This SHAREHOLDER AGREEMENT (this "Agreement"), dated as of

October 18, 2001 is made and entered into among e-MedSoft.com, a Nevada

corporation ("Parent"), TLC Acquisition Corporation, a Delaware corporation and

wholly owned subsidiary of Parent ("Merger Sub"), and each party listed under

the heading "SHAREHOLDER" on the signature page hereof (each a "Shareholder" and

collectively, the "Shareholders");



                              W I T N E S S E T H:



                  WHEREAS, as of the date hereof, each Shareholder owns

beneficially and of record the number of shares of common stock, par value $0.01

per share ("Company Common Stock"), of Tender Loving Care Health Care Services,

Inc., a Delaware corporation (the "Company"), set forth opposite the

Shareholder's name on Exhibit A hereto (the total number of shares of Company

Common Stock owned by the Shareholder, and any other Company Common Stock that

the Shareholder acquires, whether by means of purchase, dividend, distribution,

exercise of any stock options or otherwise, prior to the termination of this

Agreement, being collectively referred to as the "Shares");



                  WHEREAS, concurrently with the execution and delivery of this

Agreement, the Company, Parent, and Merger Sub are entering into an Agreement

and Plan of Merger of even date herewith (the "Merger Agreement"), which, upon

the terms and subject to the conditions set forth therein) provides for, among

other things, a tender offer (the "Offer") by Merger Sub for the Company Common

Stock and the subsequent merger of Merger Sub with and into the Company (the

"Merger"); and



                  WHEREAS, as a condition to their willingness to enter into the

Merger Agreement, Parent and Merger Sub have requested each Shareholder to

agree, and in order to induce Parent and Merger Sub to enter into the Merger

Agreement each Shareholder has agreed, to enter into this Agreement.



                  NOW, THEREFORE, in consideration of the premises and the

representations, warranties, covenants, and agreements hereinafter set forth,

the parties hereto hereby agree as follows:



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                                   ARTICLE 1



                  SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES





         Each Shareholder, severally (and not jointly), hereby represents and

warrants to Parent and Merger Sub with respect to itself and the Shares its

holds (as set forth on Exhibit A hereto) as follows:



         SECTION 1.1 DUE ORGANIZATION AND AUTHORIZATION. Shareholder, if it is a

corporation or trust, is duly organized, validly existing and in good standing

under the laws of the jurisdiction in which it is formed. Shareholder possesses

the requisite power and authority to execute, deliver, and perform this

Agreement, to appoint Merger Sub and Parent (or any nominee thereof) as its

Proxy (as defined below), and to consummate the transactions contemplated

hereby. This Agreement has been duly authorized and validly executed and

delivered by or on behalf of Shareholder and, assuming that it has been duly

authorized and validly executed and delivered by Parent and Merger Sub,

constitutes a legal, valid, and binding obligation of Shareholder, enforceable

against Shareholder in accordance with its terms, subject to the effects of

bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and

other similar laws relating to or affecting creditors' rights generally, and

general equitable principles (whether considered in a proceeding in equity or at

law). There is no beneficial owner of any of the Shares set forth opposite

Shareholder's name on Exhibit A hereto or other beneficiary or holder of any

other interest therein whose consent is required for the execution and delivery

of this Agreement or for the consummation by Shareholder of the transactions

contemplated hereby.



         SECTION 1.2 NO CONFLICTS; REQUIRED FILINGS AND CONSENTS. (a) The

execution and delivery of this Agreement by Shareholder do not, and the

performance of this Agreement by Shareholder will not, (i) conflict with or

violate the charter documents or trust instruments of Shareholder, if

applicable, (ii) conflict with or violate any law applicable to Shareholder or

by which Shareholder or any of Shareholder's assets is bound or affected, or

(iii) result in any breach of or constitute a default (or an event that with

notice or lapse of time or both would become a default) under, or give to others

any rights of termination, acceleration, or cancellation of, or result in the

creation of a lien or encumbrance on any assets of Shareholder (including,

without limitation, the Shares) pursuant to any note, bond, mortgage, indenture,

contract, agreement, lease, license, permit, franchise, or other instrument or

obligation to which Shareholder is a party or by which Shareholder or any of its

assets are bound or affected. (b) The execution and delivery of this Agreement

by Shareholder does not, and the performance of this Agreement by Shareholder

will not, require any consent, approval, authorization or permit of, or filing

with or notification to, any governmental or regulatory authority, domestic or

foreign, other than necessary filings under the Securities Exchange Act of 1934,

as amended.



         SECTION 1.3 TITLE TO SHARES. Shareholder is the sole record and

beneficial owner of the Shares set forth opposite Shareholder's name on Exhibit

A hereto, free and clear of any pledge, lien, security interest, mortgage,

claim, proxy, voting restriction or other voting trust, agreement,

understanding, or arrangement of any kind, right of first refusal or other

limitation on disposition, adverse claim of ownership, or other encumbrance of

any kind, other than





                                       2

{PAGE}





restrictions imposed by securities laws or pursuant to this Agreement or the

Merger Agreement. As of the date hereof, Shareholder does not own beneficially

or of record any other Shares.



         SECTION 1.4 INFORMATION FOR OFFER DOCUMENTS AND PROXY STATEMENT. None

of the information relating to Shareholder and its affiliates provided by or on

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