8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 30, 2007

QUOVADX, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-29273	85-0373486
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7600 E. Orchard Road, Suite 300S Greenwood Village, CO	80111
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (303) 488-2019

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01       Entry into a Material Definitive Agreement.
	Item 2.01       Completion of Acquisition or Disposition of Assets.
	Item 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain                       Officers; Compensatory Arrangements of Certain Officers.
	Item 8.01       Other Events.
	Item 9.01       Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
Agreement and Plan of Merger
Voting Agreement
Stock Purchase Agreement
Press Release
Presentation

Item 1.01       Entry into a Material Definitive Agreement.

Sale of CareScience, Inc.

     The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Agreement and Plan of Merger

     On April 1, 2007, Quovadx, Inc. (“Quovadx”) entered into the Agreement and Plan of Merger (the “Merger Agreement”) with Quartzite Holdings, Inc., a subsidiary of Battery Ventures (“Acquirer”), and Acquirer’s wholly-owned subsidiary (“Merger Sub”), in a transaction valued at $136.7 million (the “Merger”). The Merger Agreement and the transactions contemplated thereby were approved by Quovadx’s Board of Directors and recommended to Quovadx’s shareholders on April 1, 2007. Quovadx, Acquirer and Merger Sub are sometimes referred to herein as the “Parties.”

     Pursuant to the Merger Agreement, at the effective time of the Merger, Merger Sub will merge with and into Quovadx, with Quovadx continuing as the surviving corporation. All Quovadx common shares issued and outstanding (excluding shares held by any shareholders who perfect their dissenters’ rights) will be immediately and automatically converted into the right to receive, in the aggregate, $136.7 million, or approximately $3.15 per share in cash, subject to a working capital adjustment. All outstanding “in-the-money” options will be accelerated and at closing of the merger will be immediately and automatically converted into the right to receive the difference between $3.15 per option in cash and the exercise price of such option.

     Quovadx, Acquirer and Merger Sub have made customary representations, warranties and covenants in the Merger Agreement, including, among others, Quovadx’s covenant not to, and not to permit any affiliate of Quovadx to, solicit alternative transactions or, subject to certain exceptions, participate in discussions relating to any alternative transaction.

     Consummation of the Merger, which is currently expected to occur in approximately 90 days, is contingent upon customary closing conditions, regulatory approval and the approval of Quovadx’s shareholders. The Merger Agreement contains certain termination rights for Quovadx and Acquirer, and provides that, upon termination of the Merger Agreement under specified circumstances, Quovadx will be required to pay Acquirer a break-up fee of approximately 3.5% of transaction value.

     The foregoing description of the Merger Agreement does not purport to be complete, and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 hereto, and is incorporated by reference.

     In addition, the officers and directors have entered into a voting agreement (the “Voting Agreement”) under which they agree to vote their shares, representing beneficial ownership of approximately 4.0 million shares or 8.83% of Quovadx’s common stock, in favor of the merger and against competing proposals. The foregoing description of the Voting Agreement does not

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purport to be complete, and is qualified in its entirety by reference to the Voting Agreement, which is attached as Exhibit 2.2 hereto, and is incorporated by reference.

     On April 2, 2007, Quovadx issued a press release relating to the merger, a copy of which is attached as Exhibit 99.1. The information contained in the press release is incorporated herein by reference.

Cautionary Statements

     The Merger Agreement has been included to provide investors with information regarding its terms. Except for its status as the contractual document that establishes and governs the legal relations among the Parties thereto with respect to the transactions described above, the Merger Agreement is not intended to be a source of factual, business or operational information about the Parties.

     The representations, warranties and covenants made by the Parties in the Merger Agreement are qualified and limited, including by information in the schedules referenced in the Merger Agreement that Quovadx delivered in connection with the execution of the Merger Agreement. Representations and warranties may be used as a tool to allocate risks between the respective parties to the Merger Agreement, including where the parties do not have complete knowledge of all facts, instead of establishing such matters as facts. Furthermore, the representations and warranties may be subject to standards of materiality applicable to the contracting parties, which may differ from those applicable to investors. These representations and warranties may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this filing. Accordingly, they should not be relied upon as statements of factual information. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Quovadx or its affiliates.

     This report is being made in respect of a proposed merger transaction involving Quovadx, Acquirer and Merger Sub. In connection with the transaction, Quovadx will file with the SEC a proxy statement on Schedule 14A and other documents concerning the proposed transaction as soon as practicable. Before making any voting or investment decision, shareholders are urged to read these documents carefully and in their entirety when they become available because they will contain important information about the proposed transaction.

     The final proxy statement will be mailed to Quovadx’s shareholders. In addition, the proxy statement and other documents will be available free of charge at the SEC’s Internet web site, www.sec.gov. When available, the proxy statement and other pertinent documents also may be obtained for free at Quovadx’s web site, www.quovadx.com, or by contacting Linda Wackwitz, Executive Vice President, Chief Legal Officer and Secretary of Quovadx, at telephone number (720) 554-1223.

     Quovadx and its directors and officers and other members of management and employees may be deemed to be participants in the solicitation of proxies with respect to the proposed

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transactions. Information regarding Quovadx’s directors and executive officers is detailed in its proxy statements and annual reports on Form 10-K, previously filed with the SEC, and the proxy statement relating to the proposed transactions, when it becomes available.

     This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 2.01       Completion of Acquisition or Disposition of Assets.

     On March 30, 2007, Premier, Inc., a Delaware corporation (“Premier”), acquired 100% of the shares of common stock of CareScience, Inc., a Pennsylvania corporation (“CareScience”), a wholly-owned subsidiary of Quovadx for $34.9 million pursuant to a stock purchase agreement (the “Stock Purchase Agreement”). The Stock Purchase Agreement contains customary representations and warranties of the parties and other customary provisions. The purchase price is subject to an adjustment based on confirmation of working capital at March 31, 2007. Quovadx closed its sale of 100% of the shares of common stock of CareScience to Premier simultaneously with its entry into the Stock Purchase Agreement.

     The above summary is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is attached as Exhibit 2.3. The information contained in the Stock Purchase Agreement is incorporated herein by reference.

     On April 2, 2007, Quovadx issued a press release relating to the sale, a copy of which is attached as Exhibit 99.1. The information contained in the press release is incorporated herein by reference.

     The first and second paragraphs of the sub-heading “Cautionary Statements” under Item 1.01 are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     In connection with the completion of the sale of CareScience described in Item 2.01 above, the service of Thomas H. Zajac as Executive Vice President of Quovadx and President of CareScience was terminated effective March 30, 2007. Mr. Zajac will receive severance and other payments in accordance with the terms of his employment agreement and the transaction bonus plan. In connection with the sale of CareScience and Mr. Zajac’s termination, the compensation committee of the board of directors accelerated all restricted stock and options of Mr. Zajac. Quovadx has no plans to replace Mr. Zajac. Mr. Zajac entered into a consulting agreement with Premier effective April 1, 2007.

     Reference to the severance provisions in Mr. Zajac’s employment agreement is qualified in its entirety by reference to the full text of Mr. Zajac’s employment agreement, which is

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attached as Exhibit 10.1, and subsequent amendment to that employment agreement, which is attached as Exhibit 10.2. The information contained in Mr. Zajac’s employment agreement and the amendment to that employment agreement is incorporated herein by reference.

     Reference to the transaction bonus plan is qualified in its entirety by reference to the full text of the transaction bonus plan, which is attached as Exhibit 10.3. The information contained in the transaction bonus plan is incorporated herein by reference.

Item 8.01       Other Events.

Press Release

     On April 2, 2007, Quovadx issued a Press Release announcing the sale of CareScience on March 30, 2007 and its entry into the Merger Agreement on April 1, 2007. The Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Investors Conference Call

     On April 2, 2007, Quovadx management plans to hold a conference call with investors to discuss the March 30, 2007 sale of its CareScience division to Premier and the April 1, 2007 entry into a definitive agreement with Acquirer to sell the remainder of Quovadx. The presentation is based on the Press Release and related disclosures made in this Current Report on Form 8-K filed on April 2, 2007. The presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K. The information contained in Exhibit 99.2 is incorporated herein by reference.

     Quovadx believes that such presentation provides useful information to management and to investors.

Item 9.01       Financial Statements and Exhibits.

(a) Not applicable

(b) Pro forma financial information

     The pro forma financial information required as part of this item is to be provided by amendment at a future date.

(c) Not applicable

(d) Exhibits

2.1 Agreement and Plan of Merger, dated as of April 1, 2007, by and among Quovadx, Inc., Quartzite Holdings, Inc. and Quartzite Acquisition Sub, Inc.

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2.2	Voting Agreement among Quartzite Holdings, Inc. and certain shareholders of Quovadx, Inc. named therein dated April 1, 2007
2.3	Stock Purchase Agreement between Quovadx, Inc., CareScience, Inc. and Premier, Inc. dated March 30, 2007
10.1	Employment Agreement, dated as of April 1, 2005, by and between Quovadx, Inc. and Thomas Zajac (incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K of Quovadx, Inc. for the year ended December 31, 2006, filed on March 9, 2007)
10.2	Amendment to Employment Agreement between Quovadx, Inc. and Thomas Zajac, dated as of August 29, 2006 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Quovadx, Inc., filed on August 31, 2006)
10.3	Executive Transaction Bonus Plan, effective as of August 31, 2006 (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K of Quovadx, Inc, filed on August 31, 2006)
99.1	Press Release dated April 2, 2007
99.2	April 2, 2007 Investor Presentation entitled: “Conclusion of Quovadx Strategic Review: The Clearest Path to Value”

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Quovadx, Inc. (Registrant)
By:	/s/ Harvey A. Wagner
Name:	Harvey A. Wagner
Title:	President and Chief Executive Officer

Dated: April 2, 2007

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Exhibit Index

Exhibit No.
2.1	Agreement and Plan of Merger, dated as of April 1, 2007, by and among Quovadx, Inc., Quartzite Holdings, Inc. and Quartzite Acquisition Sub, Inc.
2.2	Voting Agreement among Quartzite Holdings, Inc. and certain shareholders of Quovadx, Inc. named therein dated April 1, 2007
2.3	Stock Purchase Agreement between Quovadx, Inc., CareScience, Inc. and Premier, Inc. dated March 30, 2007
10.1	Employment Agreement, dated as of April 1, 2005, by and between Quovadx, Inc. and Thomas Zajac (incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K of Quovadx, Inc. for the year ended December 31, 2006, filed on March 9, 2007)
10.2	Amendment to Employment Agreement between Quovadx, Inc. and Thomas Zajac, dated as of August 29, 2006 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Quovadx, Inc., filed on August 31, 2006)
10.3	Executive Transaction Bonus Plan, effective as of August 31, 2006 (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K of Quovadx, Inc, filed on August 31, 2006)
99.1	Press Release dated April 2, 2007
99.2	April 2, 2007 Investor Presentation entitled: “Conclusion of Quovadx Strategic Review: The Clearest Path to Value”

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EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

QUOVADX, INC.

QUARTZITE HOLDINGS, INC.

and

QUARTZITE ACQUISITION SUB, INC.

Dated as of April 1, 2007

AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 1, 2007, is entered into by and among Quovadx, Inc., a Delaware corporation (the “Company”), Quartzite Holdings, Inc., a Delaware corporation (the “Acquiror”), and Quartzite Acquisition Sub, Inc., a Delaware corporation (the “Acquiror Sub”) (the Company, Acquiror and Acquiror Sub are individually hereinafter referred to as “Party” and collectively as the “Parties”).

W I T N E S S E T H:

     WHEREAS, Acquiror Sub, upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (“Delaware Law”), will merge with and into Company (the “Merger”);

     WHEREAS, the Boards of Directors of the Company, Acquiror and Acquiror Sub have determined that the Merger is advisable and fair to their respective companies and shareholders and approved and adopted this Agreement and the transactions contemplated hereby;

     WHEREAS, the Parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger;

     WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to Acquiror’s and Acquiror Sub’s willingness to enter into this Agreement, certain directors and officers of the Company, who hold outstanding capital stock of the Company shall enter into a Voting Agreement in the form attached hereto as Exhibit A (the “Voting Agreement”);

     WHEREAS, certain terms used in this Agreement are defined in Article XI;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the Parties hereby agree as follows:

ARTICLE I

THE MERGER

     1.1 The Merger.

     On the terms and subject to the conditions set forth in this Agreement, and in accordance with Delaware Law, at the Effective Time, Acquiror Sub shall be merged with and into the Company, with the Company being the surviving corporation (the “Surviving Corporation”) in the Merger. Upon consummation of the Merger, the separate corporate existence of Acquiror Sub shall cease, and the Surviving Corporation shall continue to exist as a Delaware corporation.

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     1.2 Closing.

     Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices of Hogan & Hartson L.L.P., located at One Tabor Center, 1200 Seventeenth Street, Suite 1500, Denver, Colorado 80202 (or at such other place as the Parties may designate in writing) at 10:00 a.m. (Mountain time) on a date to be specified by the Parties (the “Closing Date”), which date shall be no later than the third Business Day after satisfaction or waiver of the conditions set forth in Article IX (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), unless another time, date or place is agreed to in writing by the Parties hereto.

     1.3 Effective Time; Closing Date.

     Subject to the provisions of Section 1.2, as promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article IX, the Surviving Corporation shall cause the Merger to be consummated by filing the Certificate of Merger, attached hereto as Exhibit B (the “Certificate of Merger”), and any other appropriate documents with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law (the date and time of such filing being the “Effective Time”).

     1.4 Effect of the Merger.

     At the Effective Time, the effect of the Merger shall be as set forth under Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Acquiror Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Acquiror Sub shall become the debts, liabilities and duties of the Surviving Corporation.

     1.5 Certificate of Incorporation; Bylaws.

          (a) The certificate of incorporation of Acquiror Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation, except that the corporate name of the Company shall become the corporate name of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law.

          (b) The bylaws of Acquiror Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law.

     1.6 Directors and Officers.

     At the Effective Time, the officers and directors of Acquiror Sub immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal.

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     1.7 Taking of Necessary Action; Further Action.

     If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Acquiror Sub, the officers and directors of the Company, Acquiror and Acquiror Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

ARTICLE II

MERGER CONSIDERATION; CONVERSION OF SECURITIES

     2.1 Total Merger Consideration.

     The aggregate consideration shall be an amount equal to One Hundred Thirty-Six Million Seven Hundred Thousand and No/100 Dollars ($136,700,000) consisting solely of cash (the “Total Merger Consideration”), as adjusted pursuant to Section 2.2.

     2.2 Adjustment to the Total Merger Consideration. The Total Merger Consideration shall be subject to adjustment as follows:

          (a) Not later than five (5) Business Days prior to the Closing, the Company shall prepare and deliver to Acquiror a statement signed by the Chief Executive Officer of the Company (the “Closing Statement”) calculating the Company’s good faith estimate of the Closing Working Capital (the “Estimated Closing Working Capital”) and the amount, if any, by which the Estimated Closing Working Capital is less than the Low Threshold or greater than the High Threshold (together with supporting documentation used by the Company in calculating and preparing the Closing Statement and such other documentation as Acquiror shall reasonably request), which statement shall be prepared in accordance with GAAP consistently applied.

          (b) During the five (5) Business Days prior to the Closing (the “Confirmation Period”), in addition to the access rights provided by Section 7.1 hereof, the Company shall (i) afford Acquiror through its officers, employees and representatives (including its legal advisors and accountants) full and free access to the Company’s books and records including, but not limited to, the Company’s accounts payable and accounts receivable, (ii) make available to Acquiror all employees involved in the preparation of the Closing Statement, and (iii) provide Acquiror with any other documentation or information reasonably requested to confirm the Closing Statement.

          (c) During the Confirmation Period, the Company and Acquiror shall use commercially reasonable efforts to agree on a Closing Statement, which shall be deemed the “Final Closing Statement” and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. The Closing Working Capital set forth on the Final Closing Statement shall hereinafter be referred to as the “Final Working Capital.”

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          (d) If the Final Working Capital is in the range of negative Nine Million Two Hundred Forty Thousand and No/100 Dollars (− $9,240,000) (the “Low Threshold”) and negative Seven Million Two Hundred Forty Thousand and No/100 Dollars (− $7,240,000) (the “High Threshold”) then there shall be no adjustment to the Total Merger Consideration. In the event that the Final Working Capital exceeds the High Threshold, the Total Merger Consideration shall be increased, at the Closing, by the amount of such excess, and in the event that Final Working Capital is less than the Low Threshold, the Total Merger Consideration shall be decreased, at the Closing, by the amount of such shortfall (in either case, the “Closing Merger Consideration”).

     2.3 Effect on Capital Stock.

          (a) As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror or Acquiror Sub or the shareholders thereof, all shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issued and outstanding prior to the Effective Time (excluding shares held by shareholders who perfect their dissenters’ rights as provided in Section 2.3(e) and shares to be cancelled pursuant to Section 2.3(d) hereof) shall be converted into the right to receive an amount of cash equal to the Per Share Merger Consideration, without interest.

          (b) At the Effective Time, each option granted by the Company under the Company’s 2006 Equity Incentive Plan, 1999 Director Option Plan or any other stock option plan or similar employee benefit plan or arrangement maintained or sponsored by the Company providing for equity compensation to any Person (collectively, the “Company Equity Incentive Plans”), other than the Company ESPP, or otherwise pursuant to certain inducement grants to purchase Common Stock (each a “Company Option” and collectively, the “Company Options”) that is outstanding and unexercised, as accelerated in accordance with Section 5.5(b), immediately prior the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Acquiror Sub or any of the holders thereof, shall be cancelled and, if the Per Share Merger Consideration exceeds the per share exercise price of such Company Option (an "In-the-Money Option") such Company Option shall be converted into the right to receive, as soon as practicable thereafter but in any event within three (3) Business Days after the Effective Time, an amount of cash equal to the excess, if any, of the Per Share Merger Consideration over the exercise price of such In-the-Money Option (the “Option Merger Consideration”) minus any applicable withholding taxes. Prior to the Effective Time, the Company and its Board shall take any and all actions necessary to effectuate this Section 2.3(b), including the approval of any amendments to the Company Equity Incentive Plans and, including, but not limited to, satisfaction of the requirements of Rule 16b-3(e) under the Exchange Act. Further, the Company shall ensure that following the Effective Time no participant in the Company Equity Incentive Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary. Prior to the Effective Time, the Company shall take all actions necessary pursuant to the terms of the Company’s Employee Stock Purchase Plan (the “Company ESPP”) to (i) shorten each currently ongoing purchase and/or offering period under the Company ESPP that extends beyond the Effective Time (the “Current Offering(s)”) such that a new purchase date for each such Current Offering shall occur prior to the Effective Time and shares of Common Stock shall be purchased by the Company ESPP participants prior to the Effective Time, and (ii) preclude the commencement of any new purchase or offering period. The Company shall take all actions necessary so that the Company ESPP shall terminate immediately prior to the earlier of (A) the day preceding the Effective Time and (B) the date upon which the Company ESPP terminates by its terms.

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          (c) Upon the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Acquiror Sub or the holders thereof, all Common Stock and the Company Options shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each certificate (a “Certificate”) previously representing any such Common Stock and each agreement (an “Option Agreement”) previously representing any such Company Options shall thereafter represent only the right to receive the Per Share Merger Consideration or the Option Merger Consideration, as applicable. Payments made in respect of the Company Options shall be in full satisfaction of all obligations under the Company Equity Incentive Plans and the Option Agreements. If prior to the Effective Time, the Company should split or combine its common shares, or pay a dividend in common shares or other distribution in such common shares, then the Per Share Merger Consideration and Option Merger Consideration shall be appropriately adjusted to reflect such split, combination, dividend or distribution.

          (d) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Acquiror Sub or any holder thereof, and notwithstanding any other provision hereof that may be to the contrary, all Common Stock that is owned directly by Acquiror, Acquiror Sub or the Company (or held in the Company’s treasury) shall be canceled and shall cease to exist and no cash or other consideration shall be delivered in exchange therefor.

          (e) Notwithstanding any other provision hereof that may be to the contrary, any Shareholder who has not voted such shares in favor of the Merger and who has demanded or may properly demand appraisal rights in the manner provided by Section 262 of Delaware Law (“Dissenting Shares”) shall not be converted into a right to receive a portion of the Merger Consideration unless and until the Effective Time has occurred and the holder of such Dissenting Shares becomes ineligible for such appraisal rights. The holders of Dissenting Shares shall be entitled only to such rights as are granted by Section 262 of Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of Delaware Law shall receive payment therefor from Acquiror in accordance with Delaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish entitlement to appraisal rights as provided in Section 262 of Delaware Law, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn demand for appraisal of such shares or lost the right to appraisal and payment for shares under Section 262 of Delaware Law or (iii) if neither any holder of Dissenting Shares nor Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of Delaware Law, such holder of Dissenting Shares shall forfeit the right to appraisal of such shares and each such Dissenting Share shall be treated as if it had been, as of the Effective Time, converted into a right to receive the Per Share Merger Consideration, without interest thereon, as provided in this Section 2.3 of this Agreement. The Company shall give Acquiror prompt notice of any demands received by the Company for appraisal of any shares of Common Stock, and Acquiror shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Acquiror, make any payment with respect to, or settle or offer to settle, any such demands, with respect to any holder of Dissenting Shares before the Effective Time.

          (f) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Acquiror Sub or any holder thereof, each common share, par

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value $0.001 per share, of Acquiror Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable common share, par value $0.001 per share, of the Surviving Corporation.

          (g) All cash paid in respect of the surrender for exchange of shares of Common Stock in accordance with the terms hereof shall be deemed to be in full satisfaction of all rights pertaining to such shares of Common Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article.

ARTICLE III

EXCHANGE PROCEDURES

     3.1 Acquiror to Make Funds Available.

     At or prior to the Effective Time, Acquiror shall deposit, or shall cause to be deposited, with a bank or trust company reasonably acceptable to the Company (the “Exchange Agent”), on a timely basis, if and when needed for the benefit of the holders of Certificates, the aggregate Closing Merger Consideration in cash sufficient for the Exchange Agent to make full payment of the Per Share Merger Consideration pursuant to Section 2.3 (the “Exchange Fund”). There shall be a written agreement between Acquiror and the Exchange Agent in which the Exchange Agent expressly undertakes, on reasonably customary terms, the obligation to pay the aggregate Per Share Merger Consideration as provided herein. The Company shall have a reasonable opportunity, but in any event at least five (5) Business Days, to review and comment on the agreement with the Exchange Agent prior to it being finalized.

     3.2 Exchange.

          (a) As soon as practicable, but no more than three (3) Business Days, after the Effective Time, provided that Company has cooperated to make the necessary information available thereto a sufficient time in advance, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for payment of the Per Share Merger Consideration pursuant to this Agreement. Additionally, the Exchange Agent shall provide a form of the letter of transmittal to the Company prior to the Closing Date. Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder (or any agent thereof) of such Certificate shall be entitled to receive promptly in exchange therefor a check or wire transfer (provided such holder shall be responsible for any wire transfer fees) payable to such holder (or any agent thereof) representing the amount of cash to which such holder shall have become entitled pursuant to the provisions of Article II hereof, and the Certificate so surrendered shall forthwith be canceled.

          (b) As of the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Common Stock that were issued and outstanding immediately prior

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to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for the Per Share Merger Consideration as provided in this Article III.

          (c) Any portion of the Exchange Fund that remains unclaimed by the former Shareholders of the Company twelve (12) months after the Effective Time shall be returned to Acquiror. After such funds have been returned to Acquiror, any former Shareholders of the Company who have not theretofore complied with this Article III shall thereafter look only to Acquiror for payment of the Per Share Merger Consideration deliverable in respect of each share of Common Stock such Shareholders hold as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Acquiror, the Company, the Exchange Agent or any other Person shall be liable to any former holder of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Acquiror, any Affiliate of Acquiror, any Affiliated Person or the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement or the transactions contemplated hereby to any holder of Common Stock or the Company Options such amounts as Acquiror (or any Affiliate of Acquiror or Affiliated Person) or the Exchange Agent are required to deduct and withhold with respect to the making of such payment under Delaware Law, or any applicable provision of U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by Acquiror (or any Affiliate of Acquiror or Affiliated Person) or the Exchange Agent and paid over to the appropriate taxing authority, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Common Stock or the Company Options in respect of whom such deduction and withholding were made by such Person.

          (d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate (whether the record holder or any agent thereof) to be lost, stolen or destroyed, and, if required by Acquiror, the posting by such Person of a bond in such amount as Acquiror or may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate a check representing the Per Share Merger Consideration deliverable to such holder (or any agent thereof) in respect thereof pursuant to this Agreement. If payment of the Per Share Merger Consideration is to be made to any Person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of the payment or issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other similar taxes required by reason of the payment of the Per Share Merger Consideration to any Person other than the registered holder of the Certificate surrendered, or required for any other reason relating to such holder or requesting Person, or shall establish to the reasonable satisfaction of Acquiror and the Exchange Agent that such tax has been paid or is not payable.

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ARTICLE IV

TERMINATION

     4.1 Termination.

     This Agreement may be terminated at any time (except where otherwise indicated) prior to the Closing, whether before or after approval of this Agreement (unless otherwise set forth below), as follows:

          (a) by mutual written consent of Acquiror and the Company;

          (b) by Acquiror, (i) if there has been a breach of any covenant or agreement on the part of the Company that causes the condition provided in Section 9.2(b) not to be met and such breach has not been cured (if curable) within ten (10) Business Days following receipt by the Company of written notice of such breach describing the extent and nature thereof in reasonable detail or (ii) if there has been any event, change, occurrence or circumstance that renders the conditions set forth in Section 9.2(a) incapable of being satisfied by October 31, 2007 (the “Outside Date”);

          (c) by the Company, (i) if there has been a breach of any covenant or agreement on the part of Acquiror or Acquiror Sub that causes the condition provided in Section 9.3(b) not to be met and such breach has not been cured (if curable) within ten (10) Business Days following receipt by Acquiror of written notice of such breach describing the extent and nature thereof in reasonable detail or (ii) or there has been any event, change, occurrence or circumstance that renders the conditions set forth in Section 9.3(a) incapable of being satisfied by the Outside Date;

          (d) by either Acquiror or the Company if there shall be in effect a final, unappealable Order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (d) shall not have initiated such proceeding or taken any action in support of such proceeding (it being agreed that the Parties shall use their commercially reasonable efforts to promptly appeal any such Order that is not unappealable and diligently pursue such appeal);

          (e) by either Acquiror or the Company if the approval of the shareholders of the Company hereto required for the consummation of the Merger shall not have been obtained by reason of the failure to obtain the Requisite Shareholder Vote at a duly held Special Meeting of Shareholders or at any adjournment or postponement thereof (provided that the right to terminate this Agreement under this Section 4.1(e) shall not be available to any Party seeking termination who at the time is in breach or has failed to fulfill its obligations under Section 7.4 of this Agreement);

          (f) by either Acquiror or the Company on or after the Outside Date if the Closing shall not have occurred by the close of business on such date (unless the failure to consummate the Closing is attributable to a breach of this Agreement on the part of the Party

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seeking to terminate this Agreement); provided, however, that the terminating party is not in material default of any of its obligations hereunder;

          (g) by Acquiror if, the Board shall have (i) endorsed, approved or recommended any Acquisition Proposal in accordance with Section 7.8, other than that contemplated by this Agreement; (ii) effected a Change in Recommendation, (iii) resolved to do any of the foregoing or (iv) failed to reconfirm the Company Board Recommendation within ten (10) Business Days after Acquiror requests in writing that the Board do so;

          (h) by Acquiror if (i) the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal; or (ii) a tender offer or exchange offer for outstanding shares of the Common Stock is commenced (other than by Acquiror or an Affiliate of Acquiror) and the Board recommends that the Shareholders tender their shares in such tender or exchange offer or, within ten (10) Business Days after such tender or exchange offer, fails to recommend against acceptance of such offer or takes no position with respect to the acceptance thereof or (iii) for any reason the Company fails to hold the Special Meeting by the Outside Date; or

          (i) by the Company if, at any time prior to receiving the Requisite Shareholder Approval, the Board authorizes the Company, subject to complying with the terms of this Agreement in all material respects, to terminate this Agreement in order to enter into a binding, definitive agreement with respect to a Superior Proposal; provided that the Company shall have first paid to Acquiror the Company Termination Fee; and provided, further, that (A) the Company shall have provided Acquiror with written notice of its intent to terminate this Agreement pursuant to this Section 4.1(i) at least three (3) Business Days in advance of such termination, which written notice shall include the most current version of the definitive agreement and a reasonably detailed summary of any other material terms and conditions relating thereto, and (B) Acquiror does not make, within three (3) Business Days of receipt of such written notice, an offer that the Board determines, in good faith after consultation with the Company’s legal and financial advisors and taking into account all the terms and conditions of such offer (including any break-up fees, expense reimbursement provisions and conditions to consummation), would, if consummated, result in a transaction at least as favorable to the Shareholders as the transaction set forth in the Company’s written notice delivered pursuant to clause (A) above, it being understood that the Company shall not enter into any such binding, definitive agreement during such three (3) Business Day period (the Company agrees to notify Acquiror promptly if its intention to enter into any such agreement referred to in Section 4.1(i)(A) shall change at any time after giving such notification).

     4.2 Procedure Upon Termination.

     In the event of termination and abandonment by Acquiror or the Company, or both, pursuant to Section 4.1 hereof, written notice thereof shall forthwith be given to the other Party or Parties and this Agreement shall terminate, and the Merger shall be abandoned, without further action by Acquiror or the Company.

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     4.3 Effect of Termination.

     Upon the termination of this Agreement in accordance with Sections 4.1 and 4.2 hereof, Acquiror and the Company shall be relieved of any further duties and obligations under this Agreement after the date of such termination; provided, that no such termination shall relieve any Party hereto from Liability for any willful breach or fraud by a Party of this Agreement; provided, further, that the obligations of the Parties set forth in Section 4.5, Articles X and XII hereof shall survive any such termination and shall be enforceable after such termination.

     4.4 Frustration of Conditions.

     Neither Acquiror or Acquiror Sub, on the one hand, nor the Company, on the other, may rely on the failure of any condition set forth in Section 9.1, 9.2, or 9.3 to be satisfied if such failure was caused by such Party’s failure to comply with or perform any of its covenants or obligations set forth in this Agreement.

     4.5 Fees and Expenses.

          (a) Except as otherwise set forth in this Section 4.5 or in Section 12.7, all expenses incurred in connection with this Agreement shall be paid by the Party incurring such expenses, whether or not the transactions contemplated hereunder are consummated.

          (b) The Company agrees that, in order to compensate Acquiror for the direct and substantial damages suffered by Acquiror in the event of termination of this Agreement under certain circumstances, which damages cannot be determined with reasonable certainty, the Company shall pay to Acquiror the Company Termination Fee upon the earliest to occur of the following events:

          (i) The termination of this Agreement by Acquiror pursuant to Sections 4.1(b)(i), (g) or (h);

          (ii) The termination of this Agreement by Acquiror or the Company pursuant to Sections 4.1(e) and (f) if within twelve (12) months of the termination of this Agreement, the Company has consummated a transaction with respect to an Acquisition Proposal that was publicly announced or communicated to the Board or senior management and not withdrawn prior to the date of the termination; or

          (iii) The termination of this Agreement by the Company pursuant to Section 4.1(i).

     For purposes of this Agreement, “Company Termination Fee” means an amount equal to three and one half percent (3.5%) of the Total Merger Consideration less any Expenses actually reimbursed and paid by the Company to Acquiror under Section 4.5(c).

          (c) Upon any termination of this Agreement for which a Company Termination Fee is due and payable under Section 4.5(b) (provided that neither Acquiror’s nor Acquiror Sub’s noncompliance with its obligations under this Agreement has materially contributed to the breach, failure to perform or other event or condition giving rise to such

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termination), the Company shall reimburse Acquiror and its Affiliates for one hundred percent (100%) of their Expenses (as defined below) in an amount not to exceed three and one half percent (3.5%) of the Total Merger Consideration. In the event this Agreement is terminated pursuant to Section 4.1(e), but a Company Termination Fee is not payable under Section 4.5(b), the Company shall reimburse Acquiror and its Affiliates for one hundred percent (100%) of their Expenses (as defined below) in an amount not to exceed Six Hundred Fifty Thousand and No/100 Dollars ($650,000). The term “Expenses” means all actual and documented out-of-pocket expenses of Acquiror and its Affiliates in connection with this Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of accountants, attorneys and financial advisors, and all costs of Acquiror and its Affiliates relating to the financing of the Merger (including, without limitation, advisory and commitment fees and reasonable fees and expenses of counsel to potential lenders).

          (d) The Company Termination Fee, and/or Expenses, shall be paid by the Company as directed by Acquiror in writing in immediately available funds on the date(s) specified above, or, if no such date is specified, not later than three (3) Business Days after the date of the event giving rise to the obligation to make such payment.

          (e) The Company acknowledges that the agreements contained in this Section 4.4 are an integral part of the transactions contemplated by this Agreement. In the event that the Company shall fail to pay the Company Termination Fee when due, the Company shall reimburse Acquiror for all reasonable costs and expenses actually incurred or accrued by Acquiror (including reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 4.4, together with interest on such amounts (or any unpaid portion thereof) from the date such payment was required to be made until the date such payment is received by Acquiror and its Affiliates at the prime rate of Citibank, N.A. as in effect from time to time during such period.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except as specifically set forth in the Schedules (with specific references to the Section or subsection of this Article V to which the information stated in such disclosure relates, notwithstanding the fact that any such Section or subsection does not specifically permit or require disclosure of information on a schedule), the Company hereby represents, warrants to and agrees with Acquiror as follows, in each case as of the date of this Agreement and as of the Closing Date:

     5.1 Organization and Qualification.

     The Company is a corporation duly incorporated, validly existing and in good standing under Delaware Law, and has all requisite corporate power and authority to own, operate and lease its assets, to carry on the Business, to execute and deliver this Agreement and to carry out the transactions contemplated hereby. The Company is duly qualified or authorized to conduct business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or authorization necessary other than where the failure to be so qualified, authorized or in good standing would not have a Material Adverse Effect.

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     5.2 Authority; Binding Obligation.

     The Company has all requisite power, authority and legal capacity to execute and deliver this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby and thereby (the “Company Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement, the execution, delivery and performance by the Company of the Company Documents, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding on the part of the Company is necessary to authorize this Agreement and the Company Documents, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by the Requisite Shareholder Vote. The Requisite Shareholder Vote is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger under Delaware Law, the Company’s certificate of incorporation and bylaws or otherwise. This Agreement has been, and the Company Documents will be at or prior to the Closing, duly executed and delivered by the Company. This Agreement constitutes, and the Company Documents when so executed and delivered, will constitute a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); provided, however, that the Merger will not become effective until the Certificate of Merger is filed with the office of the Secretary of State of the State of Delaware.

     At a meeting duly called and held, the Board has determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Shareholders, approved and adopted this Agreement and the transactions contemplated hereby and resolved (subject to Section 7.4) to recommend approval and adoption of this Agreement by the Shareholders (the “Company Board Recommendation”).

     5.3 Corporate Records.

          (a) The Company has furnished to Acquiror a true and complete copy of the certificate of incorporation of the Company and a true and complete copy of the Company’s bylaws, as in effect on the date of this Agreement.

          (b) The books of account, stock records, minute book and other corporate and financial records of the Company are complete and correct in all material respects and have been maintained in accordance with reasonable business practices for companies similar to the Company, and the Company will have prior to Closing prepared and made available to Acquiror the minutes for all meetings of the Board and/or shareholders of the Company held as of the date hereof (or written consents in lieu of such meetings).

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     5.4 No Conflict; Required Filings and Consents.

          (a) None of the execution, delivery and performance by the Company of this Agreement or the Company Documents, the fulfillment of and compliance with the respective terms and provisions hereof or thereof, or the consummation by the Company of the transactions contemplated hereby and thereby, will conflict with, or violate any provision of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation or bylaws of the Company, (ii) any material Contract or material Permit to which the Company is a party or bound, (iii) any material Order of any Governmental Body applicable to the Company or by which the Company is bound or (iv) any applicable Law in any material respect.

          (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Person or Governmental Body is required on the part of the Company in connection with the execution and delivery of this Agreement, the compliance by the Company with any of the provisions hereto, or the consummation of the transactions contemplated hereby and thereby, except for (i) compliance with the applicable requirements of the HSR Act and (ii) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (as amended or supplemented, the “Proxy Statement”).

     5.5 Capitalization; Owners of Shares.

          (a) The authorized capital stock of the Company consists of one hundred million (100,000,000) shares of Common Stock of which forty-two million two hundred thirteen thousand six hundred ninety-one (42,213,691) shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, and five million (5,000,000) shares of Preferred Stock of which two hundred thousand (200,000) shares have been designated as Series A Participating Preferred Stock and the remaining four million eight hundred thousand (4,800,000) shares are undesignated. Zero (0) shares of Series A Participating Preferred Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 5.5(b), no other shares of Common Stock have been reserved for any purpose.

          (b) Except for the Company Equity Incentive Plans neither the Company nor any of its Subsidiaries has ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. Each Company Equity Incentive Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved a total of 11,639,674 shares of the Company Common Stock for issuance under all of the Company Equity Incentive Plans, of which as of the date hereof (i) 5,358,959 shares are issuable upon the exercise of outstanding, unexercised Company Options, (ii) 4,429,237 shares are available for grant but have not yet been granted pursuant to the Company Equity Incentive Plans, and (iii) 5,358,959 shares have been issued and are outstanding pursuant to the prior exercise of stock options or other stock rights granted pursuant to the Company Equity Incentive Plans. No

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outstanding Company Option permits payment of the exercise price therefor by any means other than cash, check, cashless exercise or with certain shares of the Common Stock that have been owned by the optionee for at least six (6) months. All outstanding Company Options have been offered, issued and delivered by the Company in compliance in all material respects with all applicable Laws and with the terms and conditions of the Company Equity Incentive Plans. Schedule 5.5(b) sets forth for each outstanding Company Option (whether vested or unvested), the name of the record holder of such Company Option (and, to the Company’s Knowledge, the name of the beneficial holder, if different), the domicile address of such holder as set forth on the books of the Company, an indication of whether such holder is an employee, the date of grant or issuance of such option, the number of shares of Common Stock subject to such option, the exercise price of such option and whether such option is a nonstatutory option or an incentive stock option as defined in Section 422 of the Code. All outstanding unexercised Company Options and unvested restricted stock awards will be accelerated and become exercisable and/or vested pursuant to the terms of the Company Equity Incentive Plans and/or Option Agreements, other than the Company ESPP, as a result of the transactions contemplated by this Agreement.

          (c) Except for the Company Options, there are no outstanding securities convertible into or exchangeable for Common Stock, any other securities of the Company or any of its Subsidiaries and no outstanding options, rights (preemptive or otherwise), or warrants to purchase or to subscribe for any shares of such stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company or any of its Subsidiaries. There are no outstanding Contracts affecting or relating to the voting, issuance, purchase, redemption, registration, repurchase or transfer of Common Stock or any other securities of the Company or any of its Subsidiaries, except for the Voting Agreement, the Company Equity Incentive Plans and any other items described in Schedule 5.5(c), (collectively, the “Rights Agreements”). On or prior to the Effective Time, all Rights Agreements shall have been terminated and of no further force or effect. Each of the outstanding shares of Common Stock was issued in compliance with all applicable federal and state Laws concerning the issuance of securities.

     5.6 Company Reports and Company Financial Statements.

          (a) The Company has timely filed all Company Reports required to be filed with the SEC after December 31, 2004. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. Each Company Report has complied, or will comply as the case may be, in all material respects with the applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, or the Exchange Act, and the rules and regulations promulgated thereunder, as applicable, each as in effect on the date so filed. None of the Company Reports (including any financial statements or schedules included or incorporated by reference therein) contained or will contain, as the case may be, when filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omitted or omits or will omit, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading.

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          (b) Each of the Chief Executive Officer and Chief Financial Officer of the Company has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act with respect to the applicable Company Reports filed prior to the date hereof (collectively, the “Certifications”), and the statements contained in such Certifications are accurate in all material respects as of the filing thereof.

          (c) The Company has made available to Acquiror all of the Company Financial Statements. All of the Company Financial Statements comply with applicable requirements of the Exchange Act and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company at the respective dates thereof and the consolidated results of its operations and changes in cash flows for the periods indicated (subject, in the case of unaudited statements, to normal year-end audit adjustments consistent with GAAP).

          (d) The Company has implemented and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that information relating to the Company, including its consolidated Subsidiaries, required to be disclosed in the reports the Company files or submits under the Exchange Act is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities.

          (e) The Company is, and since December 31, 2004 has been, in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act.

          (f) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K promulgated under the Exchange Act, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or Persons performing similar functions. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of Sarbanes-Oxley Act. To the Company’s Knowledge, there have been no violations of provisions of the Company’s code of ethics.

          (g) There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the Sarbanes-Oxley Act, taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

          (h) There are no Liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to the Company, other than (i) Liabilities disclosed and provided for in the Company Balance Sheet or in the notes thereto; or (ii) Liabilities incurred in the Ordinary Course of Business consistent with past practice since the date of the Company Balance Sheet, none of which are material to the Company in amount or significance; or (iii) Liabilities incurred on behalf of the Company under this Agreement.

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     5.7 Absence of Certain Developments.

     Except for the transactions contemplated hereby, since December 31, 2006 the Company has not:

          (a) suffered a Material Adverse Effect;

          (b) incurred any material Liability or entered into any other transaction except in the Ordinary Course of Business;

          (c) suffered any material adverse change in its relationship with any of the suppliers, customers, distributors, lessors, licensors, licensees or other third parties that are material to the Company;

          (d) increased the rate or terms of compensation or benefits payable to or to become payable by it to its key employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any of its key employees, except in each case increases consistent with past business practice occurring in the Ordinary Course of Business (including normal periodic performance reviews and related compensation and benefits increases);

          (e) waived any claim or rights of material value other than in the Ordinary Course of Business;

          (f) sold, leased, licensed or otherwise disposed of any of its material assets, other than in the Ordinary Course of Business;

          (g) entered into any transaction or Material Contract other than in the Ordinary Course of Business;

          (h) made any capital expenditure in excess of One Hundred Thousand and No/100 Dollars ($100,000.00);

          (i) adopted or amended any Employee Plan;

          (j) made any adjustment or change in the price or other change in the terms of any options, warrants or convertible securities of the Company (including the Company Options, but excluding any adjustments required by contractual terms and reflected in Schedule 5.5(b));

          (k) made any material payments for purposes of settling any disputes;

          (l) split, combined, or reclassified any of its outstanding shares, or repurchased, redeemed or otherwise acquired any of shares of capital stock, or declared or paid any dividend on its capital stock;

          (m) entered into any Contract pursuant to which any other Person is granted exclusive marketing or other exclusive rights in, or to, Intellectual Property of the Company;

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          (n) other than related to the implementation of FIN No. 48, changed the accounting or Tax reporting principles, methods or policies; or

          (o) committed pursuant to a legally binding agreement to do any of the things set forth in clauses (a) through (n) above.

     5.8 Litigation.

     There are no Legal Proceedings pending or, to the Company’s Knowledge, material Legal Proceedings threatened against Company, or which question the validity or enforceability of this Agreement or any action contemplated herein. The Company is not operating under or subject to, or in default with respect to any Order of any Governmental Body. Schedule 5.8, sets forth all agreements entered into by the Company since January 1, 2005 settling or otherwise terminating actions, suits, claims, governmental investigations or arbitration proceedings against the Company, or which question the validity or enforceability of this Agreement or any action contemplated herein.

     5.9 Compliance with Laws; Permits.

          (a) The Company has complied and is in compliance in all material respects with all Laws applicable to the Company. Since January 1, 2004, the Company has not been cited, fined or otherwise notified of any asserted past or present failure to comply, in any material respect, with any Laws and, to the Company’s Knowledge, no investigation or proceeding with respect to any such violation is pending or threatened.

          (b) The Company currently has all governmental approvals, authorizations, consents, licenses, permits and certificates required for the operation of the Company (the “Permits”) as presently conducted in the Ordinary Course of Business, other than those the failure of which to possess is immaterial. All Permits are valid and in full force and effect, the Company is in compliance with their requirements, and the Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation), in any material respect of any term, condition or provision of any Permit, and no proceeding is pending or, to the Company’s Knowledge, threatened to revoke or amend any of the Permits.

     5.10 Real Property Leases.

          (a) The Company does not own real property, nor has the Company ever owned any real property. Schedule 5.10(a) sets forth a list of all real property and interests in real property currently leased by the Company which referred to herein as the “Real Property Leases.” The Company has a valid and enforceable leasehold interest under each of the Real Property Leases, free and clear of all Encumbrances other than the Permitted Encumbrances. Each of the Real Property Leases is in full force and effect, and the Company has not received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a material default by the Company under any of the Real Property Leases and, to the Company’s Knowledge, no other party is in material default thereof. The Company has delivered or otherwise made available to Acquiror true, correct and complete copies of all Real Property Leases, together with all amendments, modifications or supplements, if any, thereto.

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          (b) All of the leased real property, buildings, fixtures and improvements owned or leased by the Company which are material to the Company are in reasonable good operating condition and repair (subject to normal wear and tear) and have been maintained in reasonably good operating condition in the Ordinary Course of Business in a manner consistent with past maintenance practices of the Company.

     5.11 Personal Property.

          (a) Schedule 5.11(a) sets forth all leases of personal property to which the Company is a party as of the date hereof involving annual payments in excess of $10,000 (the “Leased Personal Property”). The Company has not received or given any written notice of any default or event that with notice or lapse of time or both would constitute a material default by the Company under any lease entered into in connection with the Leased Personal Property and, to the Company’s Knowledge, no other party is in material default or default thereunder.

          (b) All tangible personal property which is material in the operation of the Company has been maintained in reasonable operating condition in the Ordinary Course of Business in a manner consistent with past maintenance practices of the Company. The Company has good and valid title to, or a valid leasehold interest in, all of the tangible properties and assets which it purports to own or lease. All properties and assets reflected in the Company Balance Sheet are free and clear of all Encumbrances, other than Permitted Encumbrances.

     5.12 Material Contracts.

          (a) Schedule 5.12(a) lists each Contract to which the Company is a party or by which the Company, or any of its assets, is bound, except for non-customer Contracts pursuant to which the obligations, of either party thereto are, or are contemplated to be, One Hundred Thousand and No/100 Dollars ($100,000) or less (each, a “Material Contract”), including without limitation the following Material Contracts:

               (i) Contracts with any Affiliate or current or former officer or director of the Company (other than Contracts made in the Ordinary Course of Business on terms generally available to similarly situated non-affiliated parties);

               (ii) Contracts with any labor union or association representing any Employees;

               (iii) Contracts relating to incurrence of Indebtedness, or the making of any loans, in each case involving amounts in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00);

               (iv) Dealer, distributor, reseller, OEM, VAR, joint marketing or joint development Contract that cannot be canceled without penalty upon notice of ninety (90) days or less;

               (v) Contract that limits the freedom of the Company to compete in any line of business or with any Person in any area;

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               (vi) Contracts (other than Contracts made in the Ordinary Course of Business) which involve the expenditure of more than One Million and No/100 Dollars ($1,000,000.00) in the aggregate or require performance by any party more than one (1) year from the date hereof that, in either case, are not terminable by the Company without penalty on notice of one hundred eighty (180) days or less;

               (vii) Other Contract not made in the Ordinary Course of Business that is material to the Company’s Business as conducted and as proposed to be conducted on the date hereof;

               (viii) Contracts with customers which involve the annual receipt of more than One Hundred Thousand and No/100 Dollars ($100,000); and

               (ix) The CareScience SPA.

          (b) Each Material Contract is legal, valid, binding on the Company, enforceable and in full force and effect (except as such enforceability may be subject to Laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of Law governing specific performance, injunctive relief or other equitable remedies) and to the Company’s Knowledge, each Material Contract will continue to be legal, valid, binding on the other parties thereto, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated by this Agreement and following delivery of any consents or approval contemplated hereby.

          (c) The Company has not received any written notice of any default or event that with notice or lapse of time or both would constitute a material default by the Company under any Material Contract.

     5.13 Labor and Employment.

          (a) Collective Bargaining. There are no collective bargaining or other labor union agreements to which the Company is a party and there are no labor or collective bargaining agreements which pertain to the Employees. There is no union organization activity involving any of the Employees pending or, to the Company’s Knowledge, threatened, nor has there ever been union representation involving any of the Employees. There are no strikes, slowdowns, lockdowns, arbitrations, work stoppages or material grievances or other labor disputes pending or, to the Company’s Knowledge, threatened or reasonably anticipated between the Company and (i) any current or former employees of the Company or (ii) any union or other collective bargaining unit representing such employees. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company since January 1, 2005.

          (b) Employment Terms. Schedule 5.13(b) is a true and complete list containing the names and positions of all Employees as of the date hereof, together with (i) each Employee’s current annual salary or wage, (ii) the amount and date of any scheduled salary increase for each Employee, (iii) commissions due and draws outstanding for each Employee and (iv) other advances or receivables owing to the Company from each Employee.

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          (c) The Company has the right to terminate the employment of each of its Employees at will and to terminate the engagement of any of its independent contractors without payment to such Employee or independent contractor other than for services rendered through termination and without incurring any penalty or Liability.

          (d) The Company is in compliance, in all material respects, with all Laws relating to employment practices.

          (e) Since January 1, 2002, the Company has not experienced any labor problem that was or is material to it. To the Company’s Knowledge, the Company’s relations with its employees are currently on a good and normal basis.

          (f) No severance or other payment (including any retention bonus) to an Employee will become due or Employee benefits or compensation increase or accelerate as a result of the transactions contemplated by this Agreement, solely or together with any other event, including a subsequent termination of employment and Schedule 5.13(f) sets forth the name of each related agreement or plan, the Employee or Employees covered thereby and the amounts to be payable thereunder, with any of the foregoing relating to employees of CareScience or the CareScience SPA being separately identified as such. Each Employee entitled to any payment under the Executive Transaction Bonus Plan, effective as of August 31, 2006 in connection with the transactions contemplated by this Agreement and the CareScience SPA has executed a letter agreement in the form of Exhibit C, and such letter agreement is the valid, binding and enforceable obligation of such Employee.

     5.14 Pension and Benefit Plans.

     The Company hereby represents and warrants to Acquiror that:

          (a) Schedule 5.14(a) contains a correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment, severance, change in control or similar contract, plan, arrangement or policy and each other plan or arrangement providing for compensation, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, insurance (including any self-insured arrangements), health or medical benefits, disability or sick leave benefits, post-employment or retirement benefits and fringe benefits (each, an “Employee Plan”) which is maintained, administered or contributed to by the Company or any ERISA Affiliate and covers any Employee or Former Employee of the Company or any ERISA Affiliate. Copies of such plans and arrangements (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Acquiror. Such plans are referred to collectively herein as the “Employee Plans.”

          (b) None of the Company, any of its ERISA Affiliates and any predecessor thereof sponsors, maintains or contributes to, or has in the past sponsored, maintained or contributed to, any Employee Plan subject to Title IV of ERISA or any defined benefit plan.

          (c) None of the Company, any ERISA Affiliate of the Company and any predecessor thereof contributes to, or has in the past contributed to, any Multiemployer Plan, as defined in Section 3(37) of ERISA (a “Multiemployer Plan”).

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          (d) There is no current or projected Liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired, former or current Employees, except as required to avoid excise tax under Section 4980B of the Code.

          (e) As to all Employees Plans:

          (i) all such Plans comply and have been administered in all material respects in form and in operation with all applicable Laws, all required returns (including without limitation information returns) have been prepared in accordance with all applicable Laws and have been timely filed in accordance with applicable Laws, and neither the Company nor any ERISA Affiliate has received any outstanding written notice from any Governmental or quasi-Governmental Body questioning or challenging such compliance;

          (ii) all Employee Plans intended to comply with Section 401 of the Code are maintained by the Company in form and in operation with all applicable requirements of the Code and ERISA, a favorable determination letter has been received from the Internal Revenue Service with respect to each such Plan (or the sponsor of the Plan is entitled to rely on a favorable opinion letter issued to the Plan’s prototype sponsor by the Internal Revenue Service) and no event, to the Company’s Knowledge, has occurred that will or could reasonably be expected to give rise to disqualification of any such Plan or to a tax under Section 511 of the Code;

          (iii) to the Company’s Knowledge, there are no non-exempt “prohibited transactions” (as described in Section 406 of ERISA or Section 4975 of the Code) with respect to any Employee Plan and neither the Company nor any of its ERISA Affiliates has otherwise engaged in any prohibited transaction; and

          (iv) there have been no acts or omissions by the Company or any ERISA Affiliate that have given rise to or could reasonably be expected to give rise to material fines, penalties, taxes or related charges under Sections 502(c) or 502(i) of ERISA or Chapter 43 of the Code for which the Company or any ERISA Affiliate may be liable and neither the Company nor any ERISA Affiliate nor, to the Company’s Knowledge, any of their respective directors, officers, employees or any other fiduciary has committed any breach of fiduciary responsibility imposed by ERISA that would subject the Company or any ERISA Affiliate or any of their respective directors, officers or employees to liability under ERISA.

     (f) All individuals considered by the Company or any ERISA Affiliate to be independent contractors are, and could only be reasonably considered to be, in fact “independent contractors” and are not “employees” or “common law employees” for tax, benefits, wage, labor or any other legal purpose.

     (g) No Employee is entitled to, nor shall any Employee accrue or receive, additional benefits, services, accelerated rights to payment of benefits or accelerated vesting, whether pursuant to any Employee Plan or otherwise, including the right to receive any parachute payment as defined in Section 280G of the Code, or become entitled to severance,

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termination allowance or other similar payments as a result of this Agreement and the transactions contemplated hereunder.

     (h) All options that have been granted by the Company to Employees that purport to be “incentive stock options” under the Code comply with all applicable requirements necessary to qualify for such tax status, and no option is subject to the provisions of Section 409A of the Code.

     5.15 Taxes and Tax Matters.

          (a) The Company and each Subsidiary has:

               (i) paid or caused to be paid all Taxes required to be paid by it (including but not limited to any Taxes shown due on any Tax Return); and

               (ii) filed or caused to be filed all Tax Returns required to be filed by it with the appropriate taxing authority in all jurisdictions in which such Tax Returns are required to be filed (and all Tax Returns filed on behalf of the Company were true, complete and correct).

          (b) Neither the Company nor any Subsidiary has been notified by the IRS or any other taxing authority that any issues have been raised by the IRS or any other taxing authority in connection with (A) any Taxes owed by the Company or any Subsidiary or (B) any Tax Return filed by or on behalf of the Company or any Subsidiary.

          (c) There are no pending Tax audits and no waivers of statutes of limitations have been given or requested with respect to the Company or any Subsidiary.

          (d) There are no Encumbrances on the assets of the Company or any Subsidiary with respect to Taxes, except for Encumbrances for current Taxes not yet due and payable for which adequate reserves have been provided for in the latest balance sheet of the Company.

          (e) No unresolved deficiencies or additions to Taxes have been proposed, asserted, or assessed against the Company or any Subsidiary and no claim has been made during the past five (5) years by any Governmental Body in a jurisdiction where neither the Company nor any of its Subsidiaries filed Tax Returns or paid Taxes that it is or may be subject to any taxation by that jurisdiction.

          (f) The charges, accruals and reserves for Taxes (rather than any reserve for deferred Taxes established to reflect timing difference between book and Tax income), reflected in the most recent balance sheet of the Company (rather than any notes thereto) are adequate in all material respects to cover all unpaid Taxes of the Company and the Subsidiaries. All reserves for Taxes as adjusted for operations and transactions and the passage of time through the Effective Time in accordance with past custom and practice of the Company and the Subsidiaries are adequate to cover all unpaid Taxes of the Company and the Subsidiaries accruing through the Effective Time.

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          (g) The Company and each Subsidiary has complied in all material respects with all applicable requirements relating to the collection or withholding of Taxes (such as sales Taxes or withholding of Taxes from the wages of employees).

          (h) Neither the Company nor any Subsidiary has any Liability in respect of any tax sharing agreement with any Person.

          (i) Neither the Company nor any Subsidiary has agreed to (nor has any other Person agreed to on its behalf), and neither the Company nor any Subsidiary is required to, make any adjustments or changes, to its accounting methods pursuant to Section 481 of the Code, and the IRS has not proposed any such adjustments or changes in the accounting methods of such Persons.

          (j) Neither the Company nor any Subsidiary will be required to include in income, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax Law), (B) open transaction or installment disposition made on or prior to the Closing Date, or (C) prepaid amount received on or prior to the Closing Date.

          (k) Neither the Company nor any of its Subsidiaries has participated or engaged in any transaction that constitutes a “reportable transaction” as such term is defined in Treasury Regulation Section 1.6011-4(b)(1) or any transaction that constitutes a “listed transaction” as such term is defined in Treasury Regulation Section 1.6011-4(b)(2).

          (l) Neither the Company nor any of its Subsidiaries have (A) ever been a member of a consolidated group of corporations (other than a group the common parent of which is the Company) and (B) any Liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury regulation Section 1.1502-6 (or any similar state, local or foreign tax Law) as a transferee or successor, by contract or otherwise.

          (m) Neither the Company nor any Subsidiary is or has been a United States real property holding corporation (as defined in Section 897(c) (2) of the Code).

          (n) Other than as a result of the Merger, neither the Company nor any Subsidiary is subject to any limitation on the use of its Tax attributes under Section 382, 383, and 384 of the Code or Treasury Regulation Section 1.1502-15 or-21 (regarding separate return limitation years) or any comparable provisions of state or foreign law.

          (o) Neither the Company nor any Subsidiary has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Sections 355, 356, or 361 of the Code (A) in the two (2) years prior to the date of this Agreement (or will constitute such a corporation in the two (2) years prior to the Closing date) or (B) in a distribution that otherwise constitutes part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Merger.

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          (p) No claim has been made within the last three (3) years by any taxing authority in a jurisdiction in which the Company or any Subsidiary does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction.

          (q) The net operating losses as of December 31, 2006 of (i) the Company on a consolidated basis and (ii) CareScience separately, are as set forth on Schedule 5.15(q).

     5.16 Environmental Matters.

     With respect to the properties required to be set forth in Schedule 5.10(a), the Company is in material compliance with all Environmental Laws. Except as would not reasonably be expected to result in material Liability under Environmental Laws, to the Company’s Knowledge, there has been no Release of Hazardous Materials at, on, under or from the properties set forth in Schedule 5.10(a). The Company has delivered to Acquiror copies of any non-privileged environmental reports, studies, analyses, tests, or monitoring in the Company’s possession pertaining to the environmental condition of the properties listed in Schedule 5.10(a) or concerning the Company’s compliance with Environmental Law.

     5.17 Intellectual Property.

          (a) Schedule 5.17(a) contains a correct and complete list of all the Company Registered Intellectual Property and all material unregistered copyrights (excluding products and services), trademarks and service marks of the Company.

          (b) To the Company’s Knowledge, no Purchased Intellectual Property owned by the Company is subject to any proceeding or outstanding Order (i) restricting in any manner the use thereof by the Company or (ii) that may affect the validity or enforceability thereof. To the Company’s Knowledge, no Purchased Intellectual Property licensed to the Company which is material to the Company is subject to any proceeding or outstanding consent, decree, Order or judgment (A) restricting in any manner the use thereof by the Company or (B) that may affect the validity or enforceability thereof.

          (c) Each item of Company Registered Intellectual Property is subsisting and in full force in all material respects. All necessary registration, maintenance and renewal fees currently due and owing in connection with the Company Registered Intellectual Property have been paid and all necessary documents, recordations and certifications in connection with the Company Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Company Registered Intellectual Property and recording ownership by the Company of such Company Registered Intellectual Property.

          (d) The Company is the sole and exclusive owner of each item of Purchased Intellectual Property used by the Company, other than Purchased Intellectual Property that is licensed to the Company, free and clear of any Encumbrance, except Permitted Encumbrances.

          (e) Schedule 5.17(e) sets forth a correct and complete list of (i) the Company Proprietary Software and (ii) the Company Licensed Software (excluding commercially-available off-the-shelf Software). The Company is not in material violation of any license,

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sublicense or other agreement to which the Company is a party or otherwise bound granting rights to the Company to use any of the Company Licensed Software. Neither the Company nor any of its Affiliates is obligated to provide any consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by the Company, before or after the Merger, in the Purchased Intellectual Property.

          (f) The operations of the Company as currently conducted, including the Company’s design, development, manufacture, use, reproduction, display, marketing and sale of the products or services (including Software) do not infringe or misappropriate the Intellectual Property of any third party.

          (g) The Company has not received written notice from any third party that the operations as currently conducted, or any current product or service of the Company infringes or misappropriates the Intellectual Property of any third party.

          (h) Except for technical breaches, which individually and in the aggregate are not material, of license agreements with customers entered into in the Ordinary Course of Business, to the Company’s Knowledge, no Person is infringing or misappropriating any Purchased Intellectual Property that is owned by or exclusively licensed to the Company.

          (i) The Company has taken commercially reasonable steps to protect the rights of the Company in the Confidential Information and any trade secret or confidential information of third parties used by the Company.

          (j) The Company maintains in place and has taken commercially reasonable steps to enforce appropriate policies designed to ensure that all Purchased Intellectual Property owned by the Company and developed by Employees of the Company is developed by such Employees while working within the scope of their employment at the time of such development. The Company further has a policy requiring its Employees agents, consultants, contractors or other Persons with responsibility for the development of Intellectual Property to execute appropriate instruments of assignment in favor of the Company as assignee to convey to the Company ownership of the Purchased Intellectual Property developed by such Employees, agents, consultants, contractors or other Persons on behalf of the Company, and where such Intellectual Property has been developed the Company has secured written and binding assignments from such Persons.

          (k) Subject to obtaining any required consents of third parties set forth on Schedule 5.17(k), the consummation of the transactions contemplated under this Agreement shall not alter, impair or otherwise affect any rights or obligations of the Company in any of the Purchased Intellectual Property, and as of the consummation of the transactions contemplated hereby, the Company shall have all of its rights thereto without modification or impairment.

          (l) Prior to the Closing Date, the Company has not provided, and did not obligate itself to provide, directly or indirectly, the source code for any of the Company Software to any other Person. Moreover, the Company has not, by license, transfer, sale, escrow or otherwise, permitted any other Person to reverse engineer, disassemble or decompile any such

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Software to create such source code (excluding Persons expressly engaged to perform such services on behalf of the Company).

          (m) The Company’s licensed and marketed commercially available products and services, including any customized products, operate and function materially and substantially in accordance with agreed specifications or corresponding end user documentation provided by the Company and in accordance, in all material respects, with applicable contractual obligations of the Company and its Subsidiaries.

          (n) Except as set forth on Schedule 5.17(n), the Company Software does not include any Publicly Available Software and the Company has not used Publicly Available Software in whole or in part in the development of any part of the Company Software in a manner that may subject the Company Software in whole or in part, to all or part of the license obligations of any Publicly Available Software. “Publicly Available Software” means each of (i) any Software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g. Linux), or similar licensing and distribution models; and (ii) any software that requires as a condition of use, modification, and/or distribution of such software that such software or other software incorporated into, derived from, or distributed with such software (A) be disclosed or distributed in source code form; (B) be licensed for the purpose of making derivative works; or (C) be redistributable at no or minimal charge. Publicly Available Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models similar to any of the following: (1) GNU General Public License (GPL) or Lesser/Library GPL (LGPL), (2) the Artistic License (e.g. PERL), (3) the Mozilla Public License, (4) the Netscape Public License, (5) the Sun Community Source License (SCSL), the Sun Industry Source License (SISL), and (6) the Apache Server License.

     5.18 Insurance.

          (a) Schedule 5.18(a) sets forth a true and complete list of all material insurance policies held by the Company and sets forth the name of each insurer, amount of coverage, type of insurance, policy number and any material pending claims under such policies.

          (b) For each policy of insurance required to be identified in Schedule 5.18(a), all premiums due with respect thereto are currently paid and the Company has not received any written notice that such policy has been or shall be canceled or terminated or will not be renewed on substantially the same terms as are now in effect or the premium on such policy shall be materially increased on the renewal thereof other than general rate increases.

     5.19 Subsidiaries.

          (a) Schedule 5.19 sets forth the jurisdiction of formation and names of the officers and directors of each Subsidiary. The Company owns, directly or indirectly, of record and beneficially all of the outstanding equity interests of each Subsidiary, free and clear of all Encumbrances.

          (b) Each Subsidiary is duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of formation and is duly qualified and in good

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standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or authorization necessary other than where the failure to be qualified, authorized or in good standing would not have a Material Adverse Effect.

          (c) None of the Subsidiaries own any capital stock or other securities of, or any proprietary interest in, any Person.

     5.20 Company Information.

     The information relating to the Company and its Subsidiaries provided by the Company for inclusion in the Proxy Statement, or in any application, notification or other document filed with any other Regulatory Agency or other Governmental Body in connection with the transactions contemplated by this Agreement (in the case of the Proxy Statement as of the date such Proxy Statement is first mailed to Shareholders, at the time of any amendments thereto and at the time of the meeting of Shareholders to which such Proxy Statement relates), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading. The Company notice of the Special Meeting (except for the portions thereof relating solely to Acquiror or any of its Subsidiaries, as to which the Company makes no representation or warranty) will comply in all material respects with the provisions of Delaware Law.

     5.21 Customers and Suppliers.

     The Company has not received written notice from and to the Company’s Knowledge is not otherwise aware that (a) any customer (or group of customers under common ownership or control) that accounted for five percent (5%) of the revenues of the Business during the past eighteen (18) months has stopped or intends to stop purchasing the products or services of the Business or (b) any supplier (or group of suppliers under common ownership or control) that accounted for a material percentage of the aggregate supplies purchased by the Business during the past eighteen (18) months has stopped or intends to stop supplying products or services to the Business.

     5.22 Data Security and Privacy.

     The Company has implemented reasonable steps consistent with the type of activities conducted by the Company which are known in the information systems industry to protect, physically and electronically, its information assets and data from unauthorized disclosure, use or modification. To the Company’s Knowledge, there have been no material breaches of security affecting the Company’s information assets or data. To the Company’s Knowledge, the Company has conducted the Business and has collected, maintained and used its data at all times materially in accordance with (a) accepted industry practice; and (b) all applicable Laws, including but not limited to those relating to privacy

     5.23 State Takeover Statutes.

     No “fair price,” “moratorium,” “control share acquisition” or other similar antitakeover statute or regulation enacted under state or federal laws in the United States (with the exception of Section 203 of Delaware Law) applicable to the Company is applicable to the Merger. The

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action of the Board in approving this Agreement is sufficient to render inapplicable to this Agreement the restrictions on “business combinations” (as defined in Section 203 of Delaware Law) as set forth in Section 203 of Delaware Law.

     5.24 Rights Plan.

     The Company has taken all necessary action, and prior to the Effective Time will have taken any additional necessary action, so that the transactions contemplated by this Agreement are exempt transactions under the Rights Plan.

     5.25 Financial Advisors.

     Except for First Albany Capital, Inc., financial advisor to the Company (“First Albany”), no Person has acted, directly or indirectly, as a broker, finder or financial advisor for the Company in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

     5.26 Opinion of Financial Advisor. The Board has received the opinion of First Albany to the effect that, as of the date of such opinion, the consideration (as defined in such opinion) to be received by holders of Common Stock is fair, from a financial point of view, to such holders. A copy of such opinion will be provided to Acquiror, solely for informational purposes, after receipt thereof by the Company.

     5.27 CareScience SPA

          (a) The Company has provided Acquiror with true and accurate execution copies of the CareScience SPA and all agreements, documents and schedules ancillary thereto, and the transactions contemplated thereby have been consummated in all respects, other than the failure to obtain the consents set forth on Schedule 5.27(a), each of which shall be obtained prior to the Closing Date. The CareScience SPA and such ancillary agreements are valid and binding agreements of the Company and are in full force and effect, and the Company is not, and to the Company’s knowledge, neither is any other party thereto, in default in any material respect under the terms of the CareScience SPA or such ancillary agreements or documents, nor, to the Company’s knowledge, has any event or circumstance occurred that, with notice or lapse of time or both, would constitute an event of default thereunder.

          (b) All Liabilities retained by the Company pursuant to Section 7.3 of the CareScience SPA are set forth on Schedule 5.27(b).

          (c) The Net Working Capital (as defined in the CareScience SPA) of CareScience as of the closing of the transactions contemplated by the CareScience SPA is not less than $1,500,000, which amount may be adjusted no later than 30 days after the closing date of such transaction in accordance with the terms of the CareScience SPA.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUIROR SUB

     Except as specifically set forth in the Schedules (with specific references to the Section or subsection of this Article VI to which the information stated in such disclosure relates, notwithstanding the fact that any such Section or subsection does not specifically permit or require disclosure of information on a schedule), Acquiror and Acquiror Sub hereby represent, warrant to and agree with the Company as follows, in each case as of the date of this Agreement and as of the Closing Date:

     6.1 Organization and Qualification.

     Each of Acquiror and Acquiror Sub is a corporation duly organized, validly existing and in good standing under Delaware Law, and has all requisite corporate power and authority to own, operate and lease its assets, to carry on its business as currently conducted, to execute and deliver this Agreement and to carry out the transactions contemplated hereby. Acquiror is duly qualified or authorized to conduct business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or authorization necessary other than where the failure to be so qualified, authorized or in good standing would not have a material adverse effect on the ability of Acquiror or Acquiror Sub to perform its obligations under, and to consummate the transactions contemplated by, this Agreement.

     6.2 Authority; Binding Obligation.

     Each of Acquiror and Acquiror Sub has all requisite power, authority and legal capacity to execute and deliver this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby (the “Acquiror Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Acquiror and Acquiror Sub of this Agreement, the execution, delivery and performance by Acquiror and Acquiror Sub of the Acquiror Documents, and the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding on the part of Acquiror or Acquiror Sub is necessary to authorize this Agreement and the Acquiror Documents, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by Acquiror and Acquiror Sub in accordance with Delaware Law and Acquiror’s and Acquiror Sub’s certificate of incorporation and bylaws. This Agreement has been, and the Acquiror Documents will be at or prior to the Closing, duly executed and delivered by Acquiror and Acquiror Sub. This Agreement constitutes, and the Acquiror Documents when so executed and delivered, will constitute a legal, valid and binding obligation of Acquiror and Acquiror Sub, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

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     6.3 No Conflict; Required Filings and Consents.

          (a) None of the execution, delivery and performance by Acquiror and Acquiror Sub of this Agreement or the Acquiror Documents, the fulfillment of and compliance with the respective terms and provisions hereof or thereof, or the consummation by Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, will conflict with, or violate any provision of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation or bylaws of Acquiror or Acquiror Sub, (ii) any Contract or Permit to which Acquiror or Acquiror Sub is a party, (iii) any Order of any Governmental Body applicable to Acquiror or Acquiror Sub are bound or (iv) any applicable Law other than, in the cases of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, termination or cancellations that would not have a material adverse effect on the ability of Acquiror or Acquiror Sub to perform its obligations under, and to consummate the transactions contemplated by, this Agreement.

          (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Person or Governmental Body is required on the part of Acquiror or Acquiror Sub in connection with the execution and delivery of this Agreement, the compliance by Acquiror or Acquiror Sub with any of the provisions hereto, or the consummation of the transactions contemplated hereby, except for (i) compliance with the applicable requirements of the HSR Act and (ii) such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a material adverse effect on the ability of Acquiror or Acquiror Sub to perform its obligations under, and to consummate the transactions contemplated by, this Agreement.

     6.4 Litigation.

     There are no material Legal Proceedings pending or, to Acquiror’s and Acquiror Sub’s Knowledge, threatened against Acquiror or Acquiror Sub, or which question the validity or enforceability of this Agreement or any action contemplated herein. Each of Acquiror and Acquiror Sub is not operating under or subject to, or in default with respect to any Order of any Governmental Body.

     6.5 Financial Capability; Guarantee.

          (a) Acquiror and Acquiror Sub (i) will have, at the Closing, sufficient immediately available funds (after giving effect to any contemplated financing regardless of whether any such financing is committed) available to pay the Closing Merger Consideration and any expenses incurred by Acquiror and Acquiror Sub in connection with the transactions contemplated by this Agreement, (ii) will have, at the Closing, the financial resources and capabilities to perform its obligations hereunder, and (iii) immediately after giving effect to the consummation of the transactions contemplated by this Agreement, the Surviving Corporation shall have adequate capital to carry on its businesses and all businesses in which it is about to engage.

          (b) Acquiror has provided to the Company a true, complete and correct copy of (i) an executed commitment letter from the Parent to provide Acquiror and/or Acquiror Sub

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with equity financing in an aggregate amount of up to $25,000,000 (the “Equity Funding Letter”), and (ii) executed commitment letters (the “Debt Commitment Letters” and together with the Equity Funding Letter, the “Financing Commitments”) from Wells Fargo Foothill, Inc. (the “Lender”) pursuant to which, and subject to the terms and conditions thereof, the Lender have committed to provide Acquiror with financing in an aggregate amount of $60,000,000 that may be applied towards Closing Merger Consolidation (the “Debt Financing” and together with the financing referred to in clause (i) being collectively referred to as the “Financing”). The Financing Commitments are legal, valid and binding obligations of Acquiror and/or Acquiror Sub and, to Acquiror’s Knowledge and Acquiror Sub’s Knowledge, each of the other parties thereto. None of the Financing Commitments has been amended or modified prior to the date of this Agreement, and as of the date hereof the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitments are in full force and effect. Except for the payment of customary fees, there are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in or contemplated by the Financing Commitments. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror or Acquiror Sub, and to Acquiror’s Knowledge and Acquiror Sub’s Knowledge, any other parties thereto, under the Financing Commitments. As of the date hereof, neither Acquiror nor Acquiror Sub has reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Acquiror and/or Acquiror Sub on the Closing Date. Acquiror will provide to the Company any amendments to the Equity Funding Letter and the Debt Commitment Letters, or any notices given in connection therewith, as promptly as possible (but in any event within twenty-four (24) hours).

          (c) Concurrently with the execution of this Agreement, Acquiror has delivered to the Company a guarantee (the “Guarantee”) executed by Parent.

     6.6 Compliance with Laws; Permits.

          (a) Each of Acquiror and Acquiror Sub has complied and is in compliance in all respects with all Laws applicable to Acquiror and Acquiror Sub, except where non-compliance does not have a material adverse effect on the ability of Acquiror or Acquiror Sub to consummate the transactions contemplated by this Agreement. Since January 1, 2006, each of Acquiror and Acquiror Sub has not been cited, fined or otherwise notified of any asserted past or present failure to comply with respect to its respective business, in any material respect, with any Laws and, to each of Acquiror’s and Acquiror Sub’s Knowledge, no investigation or proceeding with respect to any such violation is pending or threatened.

          (b) Each of Acquiror and Acquiror Sub currently has all Permits required for the operation of the business of Acquiror and Acquiror Sub as presently conducted in the Ordinary Course of Business, other than those the failure of which to possess is immaterial. All Permits are valid and in full force and effect, each of Acquiror and Acquiror Sub is in compliance with their requirements, and each of Acquiror and Acquiror Sub is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation), in any material respect of any term, condition or provision of

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any Permit, and no proceeding is pending or, to Acquiror’s or Acquiror Sub’s Knowledge, threatened to revoke or amend any of the Permits.

     6.7 Acquiror Information.

     None of the information relating to Acquiror and its Subsidiaries supplied or to be supplied by Acquiror to the Company expressly for inclusion in the Proxy Statement, as of the date such Proxy Statement is first mailed to Shareholders, at the time of any amendments thereto and at the time of the meeting of Shareholders to which such Proxy Statement relates, will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

     6.8 Financial Advisors.

     No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Acquiror or Acquiror Sub in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

ARTICLE VII

COVENANTS AND AGREEMENTS

     7.1 Access to Information.

     Prior to the Closing Date, to the extent permitted by this Section 7.1 and applicable Law, Acquiror shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Company and such examination of the books and records and Tax reporting positions of the Company as Acquiror reasonably requests and to make extracts and copies of such books and records at Acquiror’s own expense. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company to cooperate with Acquiror and Acquiror’s representatives in connection with such investigation and examination, and Acquiror and its representatives shall cooperate with the Company and its representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Company to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company is bound. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed, Acquiror shall not contact any suppliers to, or customers of, the Company.

     Further, prior to the Closing Date, the Company shall furnish or otherwise make available (including via EDGAR, if applicable) to Acquiror (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the

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requirements of federal or state securities Laws reasonably promptly following such filing or receipt, (ii) to the extent available, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy of the monthly consolidated financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and (iii) all other information concerning its business, properties and personnel as Acquiror may reasonably request.

     No investigation pursuant to this Section 7.1 shall affect any representation or warranty in this Agreement of any Party or any condition to the obligations of the Parties.

     7.2 Conduct of the Business Pending the Closing.

          (a) Prior to the Closing, except (i) as set forth on Schedule 7.2(a), (ii) as otherwise contemplated by this Agreement or (iii) with the prior written consent of Acquiror , the Company shall:

               (A) conduct the respective businesses only in the Ordinary Course of Business;

               (B) use its commercially reasonable efforts to (xx) maintain working capital of the Company (excluding CareScience) at levels consistent with past practice and (yy) maintain a Cash balance at the Effective Time in excess of $48,000,000;

               (C) pay its debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes; and

               (D) use its commercially reasonable efforts to preserve the present business operations, organization and goodwill of the Company.

          (b) Except (i) as set forth on Schedule 7.2(b), (ii) as otherwise contemplated by this Agreement or (iii) with the prior written consent of Acquiror, the Company shall not:

               (A) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of the Company or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Company;

               (B) issue or sell any shares of capital stock or other securities of the Company or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of the Company;

               (C) effect any recapitalization, reclassification or like change in the capitalization of the Company, except to the extent required by Law;

               (D) amend the articles of incorporation or by-laws or comparable organizational documents of the Company;

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               (E) other than in the Ordinary Course of Business or as required by Law or Contract, (1) increase the annual level of compensation of any Employee, (2) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any Employee, (3) increase the coverage or benefits available under any (or create any new) Employee Plan or (4) enter into any employment, deferred compensation, severance, consulting, non-competition, retention or similar agreement with any Employee, (or amend any such agreement) to which the Company is a party or involving any Employee except in the Ordinary Course of Business;

               (F) acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of the Company (except pursuant to an existing Contract for fair consideration in the Ordinary Course of Business or for the purpose of disposing of obsolete or worthless assets);

               (G) other than in the Ordinary Course of Business, cancel or compromise any material debt or claim or waive or release any material right of the Company;

               (H) enter into, modify, extend or terminate any labor or collective bargaining agreement;

               (I) enter into or agree to enter into any merger or consolidation with any other Person, or agreement to acquire the securities of any other Person;

               (J) other than in the Ordinary Course of Business, cancel or compromise any material debt or claim or waive or release any material right of the Company;

               (K) except to the extent required by Law or GAAP, make any material change to any of its methods of accounting or methods of reporting revenue and expenses or accounting practices;

               (L) make any new capital expenditures exceeding Twenty-Five Thousand and No/100 Dollars ($25,000.00) in the aggregate;

               (M) other than in the Ordinary Course of Business enter into, modify, amend or terminate any Material Contract;

               (N) (1) make, revoke or change any material Tax election or (2) settle or compromise any material federal, state, local or foreign income Tax liability;

               (O) participate or engage in any transaction that constitutes a “reportable transaction” as such term is defined in Treasury Regulation Section 1.6011-4(b)(1) or any transaction that constitutes a “listed transaction” as such term is defined in Treasury Regulation Section 1.6011-4(b)(2);

               (P) agree to do anything prohibited by this Section 7.2(b); or

               (Q) take any action that would make any representation and warranty of the Company hereunder inaccurate in any respect at, or as of any time prior to, the Effective

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Time or omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.

     7.3 Appropriate Action; Consents; Filings.

          (a) The Company shall promptly prepare and file with the SEC the Proxy Statement and shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and the Company shall thereafter mail or deliver the Proxy Statement to its Shareholders. The Company shall notify Acquiror of the receipt of, and immediately provide to Acquiror true and complete copies of, any comments of the SEC with respect to the Proxy Statement or the transactions contemplated hereby and any requests by the SEC for any amendment or supplement thereto or for additional information.

          (b) Acquiror shall, upon request, furnish the Company with all information concerning Acquiror as may be reasonably necessary for inclusion in the Proxy Statement that may be furnished to the Shareholders in connection with the Special Meeting (as defined in Section 7.4 hereof). None of the information relating to Acquiror supplied or to be supplied by Acquiror to the Company expressly for inclusion in such Proxy Statement, as of the date such Proxy Statement is first mailed to Shareholders, at the time of any amendments thereto and at the time of the meeting of Shareholders to which such Proxy Statement relates, will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

          (c) Upon the terms and subject to the conditions set forth in this Agreement, the Parties shall use their commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things required under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including without limitation (i) executing and delivering any additional instruments necessary, proper or advisable to consummate the transactions contemplated by, and to carry out fully the purposes of, this Agreement, (ii) obtaining from any Governmental Bodies any Permits required to be obtained or made by Acquiror, Acquiror Sub or the Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein and (iii) making all necessary filings, and thereafter making any other required submissions, with respect to this Agreement under any applicable Law, including without limitation making any filings required to be made pursuant to the HSR Act; provided that Acquiror, Acquiror Sub and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing Party and its advisors prior to filing and discussing all reasonable additions, deletions or changes suggested in connection therewith. The Company, Acquiror and Acquiror Sub shall furnish to each other all information reasonably required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Any and all filing fees in respect of such filings shall be paid fifty percent (50%) by Acquiror and fifty percent (50%) by the Company.

          (d) Except as the Parties may otherwise agree, the Company, on the one hand, and Acquiror and Acquiror Sub, on the other, shall give any notices required to be given by any

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of them, as applicable, to third parties, and use (and in the case of Acquiror, shall cause Acquiror Sub to use) their commercially reasonable efforts to obtain at the earliest practicable date all third party consents, approvals or waivers required to obtained by them, as applicable, in order to consummate the transactions contemplated in this Agreement.

          (e) Subject to the provisions of Section 7.3(g), in the event that either the Company or Acquiror shall fail to obtain any third-party consent, approval or waiver described in Section 7.3(d), such Party shall use its commercially reasonable efforts, and shall take any such actions reasonably requested by the other Parties, to minimize any adverse effect upon the Company and Acquiror or Acquiror Sub and their respective businesses resulting, or which could reasonably be expected to result after the Effective Time, from the failure to obtain such consent, approval or waiver.

          (f) In order to assist Acquiror with any third party financing in connection with Merger and the consummation of the transactions contemplated hereby, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to provide such assistance and cooperation as Acquiror and its Affiliates may reasonably request (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) assisting in the preparation of customary offering memoranda or similar documents or marketing material, and cooperating with lenders, (ii) making senior management of the Company reasonably available for customary meetings, (iii) cooperating with prospective lenders, and their respective advisors in performing their due diligence, (iv) providing existing financial statements and financial and other information reasonably required by lenders, and (v) helping procure other definitive financing documents or other reasonably requested certificates or documents, including pledge and security documents, customary certificates, legal opinions and real estate title documentation.

          (g) Notwithstanding anything to the contrary herein, nothing in this Agreement shall require Acquiror or any of its Subsidiaries to (i) agree to or to effect any divestiture, hold separate (including by establishing a trust or otherwise), settlement, undertaking, consent decree, or enter into any license or similar agreement with respect to, or agree to restrict its ownership or operation of, any business or assets of the Company or its Subsidiaries or of Acquiror or its Subsidiaries, (ii) enter into, amend or agree to enter into or amend, any Contracts of the Company or its Subsidiaries or of Acquiror or its Subsidiaries, (iii) otherwise waive, abandon or alter any material rights or obligations of the Company or its Subsidiaries or of Acquiror or its Subsidiaries or (iv) file or defend any lawsuit, appeal any judgment or contest any injunction issued in a proceeding initiated by a Governmental Body; or (v) pay any monies or other consideration in order to obtain any consent, approval or waiver that relates to the Company or its assets or that is otherwise binding upon the Company or its assets.

          (h) The Company shall use commercially reasonable efforts to obtain the consents set forth on Schedule 5.27(a) on or prior to the Closing Date. The Company shall no later than five (5) days prior to the Special Meeting deliver to Acquiror a list of the names and addresses of all holders of record of Common Stock and the number and class of shares held by each such holder.

     7.4 Shareholder Meeting.

     The Company shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable after the date of this Agreement for the

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purpose of voting upon the approval of this Agreement and the Merger (the “Special Meeting”). Management and the Board shall recommend to the Shareholders approval of this Agreement, including the Merger, and the transactions contemplated hereby, together with any matters incident thereto, and shall not (a) fail to make, withdraw, modify or qualify in any manner adverse to Acquiror such recommendation or (b) take any other action or make any other public statement inconsistent with such recommendation (collectively, a “Change in Recommendation”), in each case except as and to the extent expressly permitted by Section 7.8. In connection with such Special Meeting, the Company shall (i) use commercially reasonable efforts to obtain the Requisite Shareholder Vote and (ii) otherwise comply in all material respects with all legal requirements applicable to the Special Meeting. At the Special Meeting, the Company shall submit this Agreement and the Merger to the Shareholders for approval and adoption as provided by Delaware Law and the Company’s certificate of incorporation and bylaws.

     7.5 Further Assurances.

     Subject to Section 7.3(g), Acquiror and the Company shall use their commercially reasonable efforts to (a) take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and (b) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement.

     7.6 Publicity.

          (a) Neither the Company, Acquiror nor Acquiror Sub shall issue any press release or public announcement concerning this Agreement, the Company Documents, the Acquiror Documents or the transactions contemplated hereby without obtaining the prior written approval of the other Party hereto, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of Acquiror or the Company, as applicable, disclosure is otherwise required by applicable Law or by the applicable rules of any stock exchange on which Acquiror or the Company lists securities, provided that, to the extent required by applicable Law, the Party intending to make such release shall use its commercially reasonable efforts consistent with such applicable Law to consult with the other party with respect to the timing and content thereof.

          (b) Each of Acquiror and the Company agrees that the terms of this Agreement shall not be disclosed or otherwise made available to the public and that copies of this Agreement shall not be publicly filed or otherwise made available to the public, except where such disclosure, availability or filing is required by applicable Law and only to the extent required by such Law.

     7.7 Notice of Developments.

     The Company agrees, as promptly as practicable, prior to Closing to notify Acquiror in writing of any development or other information occurring after the date hereof in the Ordinary Course of Business which renders any representation, warranty or statement contained in this Agreement or the Schedules hereto inaccurate or incomplete at any time prior to the Closing, including any such development or information which first becomes known to the Company

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after the date hereof. Any written notice delivered pursuant to this Section 7.7 shall not be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the development or information, and the Company agrees to use its commercially reasonable efforts to remedy such misrepresentation or breach. The delivery of any written notice pursuant to this Section 7.7 shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice.

     7.8 No Solicitation of Transactions.

          (a) Subject to Sections 7.8(b) and 7.8(c), the Company shall not, nor shall it authorize or permit, directly or indirectly, any officer, trustee, director, employee, investment banker, financial advisor, attorney, broker, finder or other agent, representative or Affiliate of the Company to (i) initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or (ii) enter into discussions or negotiate with any Person in furtherance of such inquiries or otherwise with respect to, or to obtain, an Acquisition Proposal. The Company shall take all actions reasonably necessary to cause its officers, trustees, directors, employees, investment bankers, financial advisors, attorneys, brokers, finders and any other agents, representatives or affiliates to immediately cease any discussions, negotiations or communications with any party or parties with respect to any Acquisition Proposal that is active or pending as of the date hereof; provided, however, that nothing in this Section 7.8 shall preclude the Company or its officers, trustees, directors, employees, investment bankers, financial advisors, attorneys, brokers, finders and other agents, representatives or affiliates from complying with the provisions of Section 7.8(d). The Company shall be responsible for any failure on the part of its officers, trustees, directors, employees, investment bankers, financial advisors, attorneys, brokers, finders and any other agents, representatives or affiliates to comply with this Section 7.8.

          (b) Further, and except as expressly permitted by this Section 7.8, neither the Board nor any committee thereof shall (i) make a Change in Recommendation, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iii) permit the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to an Acquisition Proposal.

          (c) The Company shall promptly notify Acquiror (but in no event less than twenty-four hours following the Company’s initial receipt of any Acquisition Proposal) of the relevant details relating to an Acquisition Proposal (including the identity of the parties and all material terms thereof) which the Company may receive after the date hereof, and shall keep Acquiror informed on a prompt basis as to the status of and any material developments regarding any such proposal.

          (d) Notwithstanding Sections 7.8(a) and 7.8(b) or any other provision of this Agreement to the contrary, following the receipt by the Company of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Sections 7.8(a) and 7.8(b)), but prior to receiving the Requisite Shareholder Approval, the Board may (directly or through advisors or representatives):

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               (i) contact such Person and its advisors solely for the purpose of clarifying the proposal and any material terms thereof and the conditions to and likelihood of consummation, so as to determine whether the proposal for an Acquisition Proposal is reasonably likely to lead to a Superior Proposal, and

               (ii) if the Board determines in good faith following consultation with the Company’s legal and financial advisors that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal, the Board may:

                    (A) furnish non-public information with respect to the Company to the Person who made such proposal (provided that the Company (x) has previously or concurrently furnished such information to Acquiror and (y) shall furnish such information pursuant to a confidentiality agreement which is at least as favorable to the Company as the Confidentiality Agreement),

                    (B) disclose to its shareholders any information required to be disclosed under applicable Law,

                    (C) participate in negotiations regarding such proposal; and

                    (D) following receipt of an Acquisition Proposal that constitutes a Superior Proposal (x) terminate this Agreement pursuant to, and subject to compliance with, Section 4.1(i) or (y) take any nonappealable, final action that any court of competent jurisdiction orders the Company to take; but in each case referred to in clauses (A) through (D) only if, after complying with this Section 7.8(c), the Board determines in good faith by a majority vote, after consultation with, and after considering advice from, outside legal counsel to the Company, that such action is necessary to comply with its fiduciary duties to the Company or its shareholders under applicable Delaware Law. Nothing in this Section 7.8 or elsewhere in this Agreement shall prevent the Board from complying with Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal or from making any required disclosure to the Shareholders if, in the good faith judgment of the Board, after consultation with outside legal counsel, it determines that it is necessary to do so to comply with its obligations under applicable Law, including Rule 14d-9 promulgated under the Exchange Act or Item 1012(a) of Regulation M-A; provided, however, that neither the Company nor the Board shall be permitted to recommend pursuant to such provision an Acquisition Proposal which is not a Superior Proposal.

          (e) The Board shall not take any of the actions referred to in clause (C) or (D) of Section 7.8(d)(ii) unless (i) the Company has given Acquiror at least three (3) Business Days notice, measured from the receipt of notice of such proposal or the receipt of any material change to the terms thereof, of its intent to take such action and (ii) after waiting at least such three (3) Business Day period and taking into account any amendment to this Agreement entered into or to which Acquiror irrevocably covenants to enter into and for which all internal approvals of Acquiror have been obtained since receipt of such notice, such Superior Proposal remains a Superior Proposal.

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ARTICLE VIII

EMPLOYEES AND EMPLOYEE BENEFITS

     8.1 Company’s Employee Benefit Plans.

          (a) After the Effective Time, except to the extent that Acquiror or Acquiror Sub continues Employee Plans in effect, Employees covered under the Employee Plans (a “Covered Employee”) will be eligible for employee benefits that Acquiror or Acquiror Sub, as the case may be, provide to similarly situated employees generally and, except as otherwise required by this Agreement, on substantially the same basis as is applicable to such employees, provided that nothing in this Agreement shall require any duplication of benefits. With respect to any health, dental or vision plan of the Company in which any Covered Employee is eligible to participate in the plan year that includes the year in which the Effective Time occurs, Acquiror will, or will cause Acquiror Sub to, use its commercially reasonable efforts, subject to the consent and cooperation of the third party insurers, (i) waive any limitations as to pre-existing condition exclusions and waiting periods for participation and coverage that are applicable under the health, dental or vision plans of Acquiror to the same extent such limitation would have been waived or satisfied under the corresponding plan in which such Covered Employee participated immediately prior to the Effective Time, and (ii) credit Covered Employees for an amount equal to the credit that any such Employee had received as of the Effective Time towards the satisfaction of any co-insurance, co-payment, deductible or out-of-pocket limit under the comparable employee welfare benefit plan of Acquiror or Acquiror Sub, to the extent the applicable information is provided to Acquiror in a form that Acquiror reasonably determines is administratively feasible to take into account under its plans.

          (b) After the Merger, Acquiror and Acquiror Sub will honor and perform the obligations of the Company under the contracts, plans and arrangements listed in Schedule 8.1(b) in accordance with their terms; provided, however, the restricted period contained in the non-competition provisions set forth in the employment agreement for certain officers shall be extended to a mutually agreed period not to exceed three (3) years.

     8.2 Acquiror Benefit Plans.

     Acquiror or one of its Affiliates will recognize all service of the Covered Employees with the Company or any of its Affiliates for purposes of eligibility to participate, vesting and, as to welfare benefit plans and vacation benefits, benefits accrual, in those employee benefit plans, within the meaning of Section 3(3) of ERISA, in which the Covered Employees are enrolled by Acquiror or one of its Affiliates immediately after the Closing Date. Acquiror, or one of its Affiliates, will also use its commercially reasonable efforts to cause, subject to the consent and cooperation of the third party insurers, (a) all pre-existing conditions and proof of insurability provisions, for all conditions that all Covered Employees and their covered dependents have as of the Closing Date (subject, also, to each Covered Employee providing, in a form reasonably acceptable to Acquiror, a certificate of creditable coverage from such medical, health or dental plans of the Company under which such Covered Employee was covered in the twelve (12) months preceding the Effective Time), and (b) all waiting periods under each plan that would otherwise be applicable to newly hired employees to be waived in the case of clause (i) or clause (ii) with respect to Covered Employees to the same extent waived or satisfied under the Company’s Employee Plans; provided that nothing in this sentence shall limit the ability of

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Acquiror and its Affiliates from amending or entering into new or different employee benefit plans or arrangements provided such plans or arrangements treat the Covered Employees in a substantially similar manner as employees of Acquiror or its Affiliate, as applicable, are treated.

     8.3 No Third Party Beneficiaries.

     No provision of this Article VIII shall create any third party beneficiary or other rights in any Employee or Former Employee (including any beneficiary or dependent thereof) of the Company or of any of its subsidiaries in respect of continued employment (or resumed employment) with either Acquiror or any of their Affiliates and no provision of this Article VIII shall create any such rights in any such Persons in respect of any benefits that may be provided, directly or indirectly, under any Employee Plan or any plan or arrangement which may be established by Acquiror or any of its Affiliates. No provision of this Agreement shall constitute a limitation on rights to amend, modify or terminate after the Closing Date any such plans or arrangements of Acquiror or any of its Affiliates.

ARTICLE IX

CONDITIONS TO CLOSING

     9.1 Conditions to Obligations of Each Party Under this Agreement.

     The respective obligations of each Party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived by agreement of Acquiror and the Company, in whole or in part, to the extent permitted by applicable Law:

          (a) No Injunction. No Law or Order enacted, issued, promulgated, enforced or entered by any Governmental Body shall be in effect (whether temporary, preliminary or permanent) enjoining, restraining or prohibiting consummation of the Agreement or making the consummation of the Agreement illegal;

          (b) HSR Act. The waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or early termination shall have been granted; and

          (c) Shareholder Approvals. This Agreement and the Merger shall have been approved and adopted by the Requisite Shareholder Vote.

     9.2 Conditions to Obligations of Acquiror.

     The obligations of Acquiror and Acquiror Sub to effect the Merger and the other transactions contemplated in this Agreement are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived by Acquiror, in whole or in part, to the extent permitted by applicable Law:

          (a) Representations and Warranties. The representations and warranties made by the Company in Article V, which representations and warranties shall be deemed for purposes

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of this Section 9.2(a) not to include any qualification or limitation with respect to materiality (whether by reference to “Material Adverse Effect” or otherwise), shall be true and correct at and as of the date hereof and at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing except, in either case, where the failure thereof to be true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and Acquiror shall have received a certificate signed by a duly authorized officer of the Company, dated as of the Closing Date, to the foregoing effect;

          (b) Performance of Agreements and Covenants. The Company shall have performed or complied in all material respects with its respective agreements and covenants required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date. Acquiror shall have received a certificate signed by a duly authorized officer of the Company dated as of the Closing Date to that effect;

          (c) Consents. The Company shall have procured the consents of third-parties and Governmental Bodies specified in Schedule 9.2(c) which shall be delivered to Acquiror at Closing;

          (d) No Material Adverse Effect. Since the date hereof, there shall not have occurred and be continuing any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect;

          (e) No Litigation. There shall not have been instituted or pending any action or proceeding by any Governmental Body, (A) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Merger, (B) seeking to restrain or prohibit Acquiror’s, Acquiror Subsidiary’s or any of Acquiror’s other Affiliates’ (1) ability effectively to exercise full rights of ownership of the Common Stock, including the right to vote any shares of Common Stock acquired or owned by Acquiror, Acquiror Subsidiary or any of Acquiror’s other Affiliates following the Effective Time on all matters properly presented to the Shareholders, or (2) ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the Business or assets of the Company, or (3) seeking to compel Acquiror or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company;

          (f) Pending Settlements. The actions and proceedings set forth under item 1(b) of Schedule 5.8 shall have been settled, with the settlement finally approved by a court of competent jurisdiction pursuant to the terms of the settlement agreement described at such item 1(b) and accepted by the requisite percentage of the class to enable implementation.

          (g) Rights Plan. The Company shall have amended the Preferred Stock Rights Agreement, dated as of July 24, 2000, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, to exempt the transactions contemplated by this Agreement; and

          (h) Other Approvals. All regulatory approvals required to consummate the Merger shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated.

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     9.3 Conditions to Obligations of the Company.

     The obligation of the Company to consummate the transactions contemplated in this Agreement is subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived by the Company, in whole or in part, to the extent permitted by applicable Law:

          (a) Representations and Warranties. The representations and warranties made by Acquiror in Article VI, which representations and warranties shall be deemed for purposes of this Section 9.3(a) not to include any qualification or limitation with respect to materiality (whether by reference to “Material Adverse Effect” or otherwise), shall be true and correct at and as of the date hereof and at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing, except in either case where the failure thereof to be true and correct, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Acquiror or Acquiror Sub to consummate the transactions contemplated by this Agreement, and the Company shall have received a certificate signed by a duly authorized officer of Acquiror, dated as of the Closing Date, to the foregoing effect; and

          (b) Performance of Agreements and Covenants. Acquiror and Acquiror Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing. The Company shall have received a certificate signed by a duly authorized officer of Acquiror to that effect.

ARTICLE X

INDEMNIFICATION

     10.1 Non-Survival of Representations and Warranties.

     None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement will survive the Effective Time. This Section 10.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

     10.2 Indemnification and Insurance.

          (a) For a period of five (5) years from and after the Effective Time (and subject to the further limitation contained herein), the Surviving Corporation shall indemnify and hold harmless, as and to the fullest extent permitted by Delaware Law and the Certificate of Incorporation and Bylaws of the Company, as in effect on the date hereof, any Person who is now, or who becomes prior to the Effective Time, a director or executive officer of the Company (the “Indemnified Parties”) against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney’s fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by Delaware Law upon receipt of an undertaking to repay such advanced expenses if it is determined by a judgment of a court of competent jurisdiction that such Indemnified Party was

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not entitled to indemnification and such other undertakings required by applicable law), judgments, fines and amounts paid in settlement (“Damages”) in connection with any such threatened or actual claim, action, suit, proceeding or investigation to which any Indemnified Party is or may become a party by virtue of his or her service as a present or former director or executive officer of the Company and arising out of actual or alleged events, actions or omissions occurring or alleged to have occurred at or prior to the Effective Time (including, without limitation, the Merger), but only if the applicable Indemnified Party acted in good faith and in a manner such Indemnified Party reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Legal Proceeding, had no reasonable cause to believe the Indemnified Party’s conduct was unlawful (an “Indemnified Matter”). In connection with any Indemnified Matter, the Indemnified Parties may retain counsel reasonably satisfactory to Acquiror; provided, however, that (i) Acquiror shall have the right to assume the defense thereof and upon such assumption Acquiror shall not be liable to any Indemnified Party for any legal expenses of counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Acquiror elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Acquiror and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to Acquiror, and Acquiror shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (ii) Acquiror shall be obligated pursuant to this paragraph to pay for not more than one counsel for each Indemnified Party, (iii) Acquiror shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or delayed), and (iv) Acquiror shall not be obligated pursuant to this paragraph to the extent that a judgment of a court of competent jurisdiction determines that any Damages are as a result of the gross negligence or willful misconduct or result from a decision made by the Indemnified Party when the Indemnified Party had no good faith belief that he or she was acting in the best interests of the Company. Any Indemnified Party wishing to claim indemnification under this Section 10.2, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Acquiror thereof; provided, however, that the failure to so notify shall not affect the obligations of Acquiror under this Section 10.2 except to the extent such failure to notify materially prejudices Acquiror. Acquiror’s obligations under this Section 10.2 continue in full force and effect for a period of five (5) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim.

          (b) Acquiror shall purchase for the benefit of the persons serving as executive officers and directors of the Company immediately prior to the Effective Time, directors’ and officers’ liability insurance coverage for six (6) years after the Effective Time, under the policy described on Schedule 10.2(b), with respect to acts or omissions occurring prior to the Effective Time which were committed by such executive officers and directors in their capacity as such (“Tail Insurance”); provided that in no event shall Acquiror be required to expend annually in the aggregate an amount in excess of the annual premium for such Tail Insurance (the “Insurance Amount”); and provided, further, that if Acquiror is unable to maintain such policy (or such substitute policy) as a result of the preceding proviso, Acquiror shall obtain as much comparable insurance as is available for the Insurance Amount.

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ARTICLE XI

DEFINITIONS

     11.1 Certain Definitions.

     For purposes of this Agreement, the following terms shall have the meanings specified in this Section 11.1:

     “Acquiror” has the meaning set forth in the Preamble.

     “Acquiror Documents” has the meaning set forth in Section 6.2.

     “Acquiror Sub” has the meaning set forth in the Preamble.

     “Acquiror Sub’s Knowledge” means the actual knowledge (i.e. the conscious awareness of facts or other information), after due and diligent inquiry, of the directors and officers of Acquiror Sub.

     “Acquiror’s Knowledge” means the actual knowledge (i.e. the conscious awareness of facts or other information), after due and diligent inquiry of the directors and officers of Acquiror.

     “Acquisition Proposal” means any proposal, offer or inquiry relating to (or any third party indication of interest in), whether in one transaction or a series of related transactions, (a) any sale or other disposition, directly or indirectly, by merger, consolidation, share exchange or any similar transaction, of the business or assets of the Company representing ten percent (10%) or more of the consolidated assets of the Company and its Subsidiaries, (b) any issuance, sale or other disposition by the Company (including by way of merger, consolidation, share exchange or any similar transaction) of securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing twenty percent (20%) or more of the votes associated with the outstanding voting equity securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than twenty percent (20%) of the consolidated assets of the Company, (c) any tender offer or exchange offer in which any Person or “group” (as such term is defined under the Exchange Act) would acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, of twenty percent (20%) or more of the outstanding shares of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than twenty percent (20%) of the consolidated assets of the Company, (d) any recapitalization, restructuring, liquidation, dissolution or other similar type of transaction with respect to the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than twenty percent (20%) of the consolidated assets of the Company or (e) transaction which is similar in form, substance or purpose to any of the foregoing transactions; provided, however, that the term “Acquisition Proposal” shall not include any of the transactions contemplated by this Agreement.

     “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control

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with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise.

     “Affiliated Person” means any director, executive officer or five percent (5%) or greater shareholder; spouse or other Person living in the same household of such director, executive officer or shareholder; or any Person in which any of the foregoing persons is an officer, trustee, five percent (5%) or greater shareholder, general partner or five percent (5%) or greater trust beneficiary.

     “Agreement” has the meaning set forth in the Preamble.

     “Aggregate Company Option Exercise Price” means the aggregate exercise price which would be payable by all holders of In-the-Money Options if all In-the-Money Options which are otherwise outstanding immediately prior to the Effective Time were exercised in full immediately prior to the Effective Time, whether or not vested.

     “Board” means the Board of Directors of the Company.

     “Business” means the business of the Company as conducted and as proposed to be conducted on the date hereof, including without limitation the businesses conducted and proposed to be conducted by the Company’s Integration Solutions division and Rogue Wave Software division.

     “Business Day” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

     “CareScience” means CareScience, Inc., a Pennsylvania corporation.

     “CareScience SPA” means that certain Stock Purchase Agreement, dated as of March 30, 2007, by and among the Company, CareScience and Premier, Inc., pursuant to which the Company sold all of the outstanding capital stock of CareScience.

     “Cash” means cash, cash equivalents and short-term investments to the extent held in the United States.

     “Certificate” has the meaning set forth in Section 2.3(c).

     “Certificate of Merger” has the meaning set forth in Section 1.3.

     “Certifications” has the meaning set forth in Section 5.6(b).

     “Change in Recommendation” has the meaning set forth in Section 7.4.

     “Closing” has the meaning set forth in Section 1.2.

     “Closing Balance Sheet” means the balance sheet of the Company as of the Closing Date.

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     “Closing Date” has the meaning set forth in Section 1.2.

     “Closing Merger Consideration” has the meaning set forth in Section 2.2(d).

     “Closing Statement” has the meaning set forth in Section 2.2(a).

     “Closing Working Capital” means the difference between the value of Current Assets and Current Liabilities determined as of 12:01 a.m. on the Closing Date. In determining Current Assets and Current Liabilities hereunder, (i) all normal and recurring monthly accounting entries required by GAAP shall be taken into account and all errors and omissions shall be corrected, (ii) all proper adjustments shall be made as if the determination were being made in accordance with GAAP consistent with the practices and procedures applied in the Closing Balance Sheet, and (iii) all appropriate reserves for all Current Liabilities for which reserves are appropriate in accordance with GAAP shall be included in the calculation.

     “Code” means the United States Internal Revenue Code of 1986, as amended.

     “Common Stock” has the meaning set forth in Section 2.3 (a).

     “Company” has the meaning set forth in the Preamble.

     “Company 10-K” means the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

     “Company Balance Sheet” means the consolidated balance sheet of the Company as of December 31, 2006, including the footnotes thereto, set forth in the Company 10-K.

     “Company Board Recommendation” has the meaning set forth in Section 5.2.

     “Company Documents” has the meaning set forth in Section 5.2.

     “Company Equity Incentive Plans” has the meaning set forth in Section 2.3(b).

     “Company ESPP” has the meaning set forth in Section 2.3(b).

     “Company Financial Statements” means all of the financial statements of the Company and its Subsidiaries included in the Company Reports.

     “Company Licensed Software” means all third party Software used by the Company.

     “Company Option” has the meaning set forth in Section 2.3(b).

     “Company Proprietary Software” means all Software owned by the Company.

     “Company Registered Intellectual Property” means all of the Registered Intellectual Property owned by or filed in the name of the Company.

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     “Company Reports” means all forms, reports, statements, information and other documents (as supplemented and amended since the time of filing) filed or required to be filed by the Company with the SEC since December 31, 2002, including the Company 10-K.

     “Company Software” means the Company Licensed Software and the Company Proprietary Software.

     “Company Termination Fee” has the meaning set forth in Section 4.4(b).

     “Company’s Knowledge” means the actual knowledge (i.e. the conscious awareness of facts or other information), after due and diligent inquiry, of those Persons identified on Schedule 11.1(a).

     “Confidential Information” means any data or information of the Company (including trade secrets) that is valuable to the operation of the Company and not generally known to the public or competitors.

     “Confirmation Period” has the meaning set forth in Section 2.2(b).

     “Contract” means any written contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease or license.

     “Current Assets” means the Company’s and its Subsidiaries’ Cash, accounts receivable that are current to less than ninety-one (91) days past due (net of a reserve for bad debts determined in a manner consistent with past practice), deferred costs, inventory, and prepaid items and other assets classified as current under GAAP, all determined as of 12:01 a.m. on the Closing Date on a combined basis in accordance with GAAP consistent with the practices and procedures applied in the Closing Balance Sheet and, in each case, to the extent classified as current under GAAP; provided, however, that any intercompany accounts shall be excluded.

     “Current Liabilities” means the Company’s and its Subsidiaries’ Deferred Revenue, deferred taxes, accrued but unused employee vacation and sick pay (whether or not to be paid or vacation time taken after the Closing), salaries, commissions, bonuses, fringe benefits and other remuneration payable to employees of the Company or its Subsidiaries up to and including the Closing Date, and accounts payable, accrued expenses and other liabilities classified as current under GAAP, all determined as of 12:01 a.m. on the Closing Date on a combined basis in accordance with GAAP consistent with the practices and procedures applied in the Closing Balance Sheet and, in each case other than with respect to Deferred Revenue, to the extent classified as current under GAAP; including, specifically, certain amounts related to retention bonus plans and agreements as set forth in Schedule 11.1(b) which shall be included.

     “Current Offering(s)” has the meaning set forth in Section 2.3(b).

     “Debt Commitment Letters” has the meaning set forth in Section 6.5(b).

     “Debt Financing” has the meaning set forth in Section 6.5(b).

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     “Deferred Revenue” means any monies received from customers in advance of performance of revenue activities (irrespective of whether classified as a current or long term liability under GAAP), including any deposits from customers pursuant to which the Company or any of its Subsidiaries is obligated to expend funds for the purchase or performance of services for a specific order; provided, however, that any deferred revenue under Maintenance Contract shall be excluded.

     “Delaware Law” has the meaning set forth in the Preamble.

     “Dissenting Shares” has the meaning set forth in Section 2.3(e).

     “Documents” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, ledgers, journals, title policies, customer and supplier lists, regulatory filings, operating data and plans, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.) marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other similar materials whether or not in electronic form; provided that “Documents” shall not include duplicate copies of such Documents retained by the Company or its Affiliates subject to the obligations relating to the use and disclosure thereof set forth in this Agreement.

     “Effective Time” has the meaning set forth in Section 1.3.

     “Employee” means all individuals including common law employees, independent contractors and individual consultants, as of the date hereof, who are employed or engaged by the Company or any ERISA Affiliate, together with individuals who are hired after the date hereof and prior to the Closing.

     “Employee Plan” has the meaning set forth in Section 5.14(a).

     “Encumbrance” means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude or transfer restriction.

     “Environmental Law” means any Law that requires or relates to any Hazardous Material or protection of natural resources or the environment, including but not limited to the federal Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.

     “Equity Funding Letter” has the meaning set forth in Section 6.5(b).

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     “ERISA Affiliates” means the Company or any Subsidiary or any other Person or entity that, together with the Company or any Subsidiary, is or was treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

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     “Estimated Closing Working Capital” has the meaning set forth in Section 2.2(a).

     “Exchange Act” means the Securities Exchange Act of 1934.

     “Exchange Agent” has the meaning set forth in Section 3.1.

     “Exchange Fund” has the meaning set forth in Section 3.1.

     “Final Closing Statement” has the meaning set forth in Section 2.2(c).

     “Final Working Capital” has the meaning set forth in Section 2.2(c).

     “Financing” has the meaning set forth in Section 6.5(b).

     “Financing Commitments” has the meaning set forth in Section 6.5(b).

     “First Albany” has the meaning set forth in Section 5.25.

     “Former Employee” means all individuals (including common law employees, independent contractors and individual consultants) who were employed or engaged by the Company or any ERISA Affiliate but who are no longer so employed or engaged on the date hereof.

     “Fully Diluted Shares” means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.

     “GAAP” means generally accepted accounting principles in the United States as of the date hereof, consistently applied in accordance with the Company’s past practices.

     “Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

     “Guarantee” has the meaning set forth in Section 6.5(c).

     “Hazardous Materials” means any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, including any mixture or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and friable asbestos or friable asbestos-containing materials.

     “High Threshold” has the meaning set forth in Section 2.2(d).

     “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

     “Indebtedness” of any Person means, without duplication, (a) the principal of and, accreted value and accrued and unpaid interest in respect of (i) indebtedness of such Person for

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money borrowed and (ii) indebtedness evidenced by notes, debentures, bonds or other similar instruments the payment of which such Person is responsible or liable; (b) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities); (c) all obligations of the type referred to in clauses (a) and (b) of any Persons the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise; and (d) all obligations of the type referred to in clauses (a) through (c) of other Persons secured by any Encumbrance on any property or asset of such Person (whether or not such obligation is assumed by such Person).

     “Indemnified Matter” has the meaning set forth in Section 10.2(a).

     “Indemnified Parties” has the meaning set forth in Section 10.2(a).

     “Intellectual Property” means (a) all United States and foreign patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals and continuations thereof, (b) all inventions (whether patentable or not), invention disclosures, improvements, mask works, trade secrets, manufacturing processes, test and qualification processes, designs, schematics, proprietary information, know-how, technology, technical data and customer lists; (c) all works of authorship (whether copyrightable or not), copyrights, copyright registrations and applications therefor throughout the world, (d) all industrial designs and any registrations and applications therefor throughout the world, (e) all Software and (f) all internet uniform resource locators, domain names, trade names, logos, slogans, designs, trade dress, common law trademarks and service marks, and trademark and service mark and trade dress registrations and applications therefor throughout the world.

     “In-the-Money Option” has the meaning set forth in Section 2.3(b).

     “IRS” means the United States Internal Revenue Service and, to the extent relevant, the United States Department of Treasury.

     “Law” means any foreign, federal, state, local law, statute, code, ordinance, rule or regulation.

     “Legal Proceeding” means any judicial, administrative or arbitral actions, suits or proceedings (public or private) by or before a Governmental Body.

     “Lender” has the meaning set forth in Section 6.5(b).

     “Liability” means any debt, liability or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due), and including all costs and expenses relating thereto.

     “Losses” means all losses, liabilities, claims, demands, judgments, damages (excluding incidental and consequential damages), fines, suits, actions, costs and expenses.

     “Low Threshold” has the meaning set forth in Section 2.2(d).

     “Maintenance Contracts” means all Contracts to which the Company is party, or to which the Business is subject, relating to the maintenance, support, or enhancement of any product of the Company.

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     “Material Adverse Effect” means a material adverse effect on (a) the Business, assets, properties, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries (taken as a whole) or (b) on the ability of the Company to consummate the transactions contemplated by this Agreement; other than an effect resulting from any one or more of the following: (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (to the extent such effect is not disproportionate with respect to the Company in any respect); (ii) the effect of any change that generally affects any industry in which the Company operates (to the extent such effect is not disproportionate with respect to the Company in any material respect); (iii) the effect of any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date hereof (to the extent such effect is not disproportionate with respect to the Company in any material respect); (iv) any matter that is disclosed in this Agreement, including Schedules and Exhibits hereto as of the date of execution; (v) the effect of any changes in applicable Laws or accounting rules (to the extent such effect is not disproportionate with respect to the Company in any material respect); or (vi) any effect directly attributable to the announcement of this Agreement or compliance with and performance of this Agreement and the transactions contemplated by this Agreement.

     “Material Contract” has the meaning set forth in Section 5.12.

     “Merger” has the meaning set forth in the Preamble.

     “Multiemployer Plan” has the meaning set forth in Section 5.14(c).

     “Option Agreement” has the meaning set forth in Section 2.3(c).

     “Option Merger Consideration” has the meaning set forth in Section 2.3(b).

     “Order” means any consent, order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

     “Ordinary Course of Business” means the ordinary and usual course of normal day-to-day operations of the Company and the Business.

     “Outside Date” has the meaning set forth in Section 4.1(b).

     “Parent” means Battery Ventures VII, L.P., a Delaware limited partnership.

     “Party” including “Parties” has the meaning set forth in the Preamble.

     “Per Share Merger Consideration” means an amount equal to (a) the sum of (i) the Closing Merger Consideration plus (ii) the Aggregate Company Option Exercise Price divided by (b) the number of Fully Diluted Shares.

     “Permits” means any approvals, authorizations, consents, licenses, permits or certificates of a Governmental Body.

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     “Permitted Encumbrances” means (a) all defects, exceptions, restrictions, easements, rights of way and encumbrances affecting real property that are disclosed in policies of title insurance, (b) statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings, for which adequate reserves have been established in accordance with GAAP (c) mechanics’, carriers’, workers’, repairers’ and similar Encumbrances arising or incurred in the Ordinary Course of Business, (d) zoning, entitlement and other land use and environmental regulations by any Governmental Body, (e) title of a lessor under a capital or operating lease; (f) such other imperfections in title, charges, easements, restrictions and encumbrances that are immaterial, individually and in the aggregate, and (g) in the case of Software, non-exclusive licenses granted in the Ordinary Course of Business.

     “Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

     “Proxy Statement” has the meaning set forth in Section 5.4(b).

     “Publicly Available Software” has the meaning set forth in Section 5.17(n).

     “Purchased Intellectual Property” means all Intellectual Property that is owned by or licensed to the Company, including the Company Software and the Company Registered Intellectual Property.

     “Real Property Leases” has the meaning set forth in Section 5.10(a).

     “Registered Intellectual Property” means all United States and foreign: (a) patents and patent applications (including provisional applications), (b) registered trademarks, service marks and trade dress, and applications to register trademarks, service marks and trade dress, (c) registered copyrights and applications to register copyrights and (d) domain name registrations.

     “Release” shall have the meaning as set forth in the Comprehensive, Environmental Response Compensation Act, 42 U.S.C. § 9601 et seq.

     “Requisite Shareholder Vote” means the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock of the Company.

     “Rights Agreements” has the meaning set forth in Section 5.5(c).

     “Rights Plan” means that certain Preferred Stock Rights Agreement, dated as of July 24, 2000, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.

     “SEC” means the Securities and Exchange Commission.

     “Securities Act” means the Securities Act of 1933.

     “Shareholder” means a shareholder of the Company.

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     “Software” means all computer software programs, together with any error corrections, updates, modifications, or enhancements thereto, in both machine-readable form and human-readable form.

     “Special Meeting” has the meaning set forth in Section 7.4.

     “Subsidiary” means any Person of which a majority of the outstanding share capital, voting securities or other voting equity interests are owned, directly or indirectly, by the Company.

     “Superior Proposal” means a bona fide written Acquisition Proposal (on its most recently amended and modified terms, if amended and modified) for not less than seventy-five percent (75%) of the outstanding shares of Common Stock or all or substantially all of the assets of the Company and its Subsidiaries made by any Person that the Board determines in its good faith judgment by a majority vote (after consultation with the Company’s legal advisor and a financial advisor of nationally recognized reputation and after taking into account all of the terms and conditions of the Acquisition Proposal, including break-up fees, the conditions to the consummation of the Acquisition Proposal and the financing terms of such Acquisition Proposal) to be more favorable to the Company’s shareholders than the transactions contemplated by this Agreement from a financial point of view and is reasonably likely to be consummated.

     “Surviving Corporation” has the meaning set forth in Section 1.1.

     “Tax Return” means all returns, declarations, reports, forms, estimates, information returns, claims for refund statements or other documents (including any related or supporting information or amendments) filed or required to be filed with or supplied to any Governmental Body in connection with any Taxes.

     “Taxes” (including the term “Tax”) means all taxes, charges, fees, duties, levies, penalties or other assessments, including, without limitation, income, gross receipts, excise, real and personal property, sales, transfer, license, payroll, withholding, social security, franchise, unemployment insurance, workers’ compensation, employer health tax or other taxes, imposed by any Governmental Body and shall include any interest, penalties or additions to tax attributable to any of the foregoing.

     “Total Merger Consideration” has the meaning set forth in Section 2.1.

     “WARN” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and the rules and regulations promulgated thereunder.

     11.2 Other Definitional and Interpretive Matters.

     Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

54

          (a) Calculation of Time Period. When calculating the period of time before which, within which or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

          (b) Dollars. Any reference in this Agreement to $ shall mean U.S. dollars.

          (c) Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Disclosure of any item on any Schedule shall not constitute an admission or indication that such item or matter is material or would have a Material Adverse Effect. No disclosure on a Schedule relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

          (d) Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

          (e) Headings. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.

          (f) Herein. The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

          (g) Including. The word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

          (h) Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or Company Financial Statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or Company Financial Statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or Company Financial Statements or (c) such item is reflected on the balance sheet or Company Financial Statements and is specifically set forth in the notes thereto.

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     11.3 Interpretation.

     The Parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE XII

MISCELLANEOUS

     12.1 Confidentiality.

     Each of the Company and Acquiror agrees that, unless and until the transactions contemplated hereby shall have been consummated, the letter agreement regarding confidentiality dated as of November 16, 2006, by and among Acquiror and the Company, shall remain in full force and effect.

     12.2 Notices.

     All notices, requests and other communications hereunder to a Party shall be in writing and shall be deemed to have been given (a) on the Business Day sent, when delivered by hand, electronic mail or facsimile transmission (with confirmation) during normal business hours or (b) on the Business Day following the Business Day of sending, if delivered by an overnight courier recognized as providing services nationally in the United States, in each case to such Party at its address (or number) set forth below or such other address (or number) as the Party may specify by notice to the other Parties hereto:

If to Acquiror:

Quartzite Holdings, Inc.
c/o Battery Ventures VII, L.P.
Reservoir Woods
930 Winter Street, Suite 2500
Waltham, MA 02451
Facsimile: (781) 478-6601
Attention: David Tabors

With a copy (which shall not constitute notice) to:

Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109
Facsimile: (617) 338-2880
Attention: Alfred L. Browne III, Esq.

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If to the Company:

Quovadx, Inc.
7600 E. Orchard Road, Suite 300-S
Greenwood Village, CO 80111
Facscimile: (303) 488-9705
Attention: President and Chief Executive Officer

With a copy (which shall not constitute notice) to:

Hogan & Hartson L.L.P.
One Tabor Center
1200 Seventeenth Street, Suite 1500
Denver, CO 80202
Facsimile: (303) 899-7333
Attention: Paul Hilton

     12.3 Severability.

     The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, (a) the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible and (b) the remainder of this Agreement and the application of such provision to other Persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

     12.4 Entire Agreement; No Third-Person Beneficiaries.

     This Agreement (including the Schedules and Exhibits hereto), the Company Documents, and the Acquiror Documents constitute the entire agreement between the Parties with respect to the transactions contemplated hereby and supersede all prior agreements, written or oral, among the Parties with respect to the subject matter of this Agreement. No representation, warranty, inducement, promise, understanding or condition not set forth in this Agreement has been made or relied on by any Party in entering into this Agreement. Nothing in this Agreement, expressed or implied, is intended to confer on any Person, other than the Parties hereto or their respective successors, any rights, remedies, obligations or liabilities.

     12.5 Waiver; Amendment.

     Any provision of this Agreement may be amended or waived, but only if the amendment or waiver is in writing and signed by the Party or Parties that would have benefited by the provision waived or amended. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party

57

taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

     12.6 Assignment.

     Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties, and any purported assignment in violation of this Section 12.6 will be void; provided, however, that Acquiror and Acquiror Sub may assign this Agreement (and its rights and obligations hereunder), in whole or in part, to any direct or indirect wholly owned Subsidiary of Acquiror; provided, further, so long as Acquiror remains primarily liable hereunder, the Company will cooperate in good faith with Acquiror to structure, simultaneously with the Closing, any disposition of the stock or assets of Rogue Wave Software, Inc. that Acquiror may reasonably request in connection with the transactions contemplated by the Debt Commitment Letters. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

     12.7 Expenses.

     Except as otherwise provided in this Agreement, each Party will bear all expenses incurred by it in connection with this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby. Notwithstanding the foregoing, whether or not the Merger is consummated, Acquiror and the Company shall share equally all fees and expenses, other than attorneys’ and accountants’ fees and expenses, incurred in connection with filings required under the HSR Act (including the HSR filing fee).

     12.8 Specific Performance.

     Without limiting or waiving in any respect any rights or remedies of Acquiror under this Agreement now or hereafter existing at law in equity or by statute, Acquiror shall be entitled to such specific performance of the obligations to be performed by the other Parties in accordance with the provisions of this Agreement. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any Party may have under this Agreement or otherwise.

     12.9 Governing Law; Disputes.

     This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), shall

58

be governed by and construed in accordance with the internal laws of the State of Delaware. Any action against any Party relating to the foregoing shall be brought exclusively in a federal or state court of competent jurisdiction located within the State of Delaware and the Parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action.

     12.10 Counterparts.

     This Agreement may be executed in any number of counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. Any signature pages of this Agreement transmitted by telecopier will have the same legal effect as an original executed signature page.

[Signature Page to Follow]

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     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective authorized officers as of the date first written above.

COMPANY: QUOVADX, INC., a Delaware corporation
By:	/s/ Harvey A. Wagner
	Name:	Harvey A. Wagner
	Title:	President and Chief Executive Officer

ACQUIROR: QUARTZITE HOLDINGS, INC., a Delaware corporation
By:	/s/ R. David Tabors
	Name:	R. David Tabors
	Title:	President

ACQUIROR SUB: QUARTZITE ACQUISITION SUB, INC., a Delaware corporation
By:	/s/ R. David Tabors
	Name:	R. David Tabors
	Title:	President

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TABLE OF CONTENTS

ARTICLE I THE MERGER	1
1.1 The Merger	1
1.2 Closing	2
1.3 Effective Time; Closing Date	2
1.4 Effect of the Merger	2
1.5 Certificate of Incorporation; Bylaws	2
1.6 Directors and Officers	2
1.7 Taking of Necessary Action; Further Action	3
ARTICLE II MERGER CONSIDERATION; CONVERSION OF SECURITIES	3
2.1 Total Merger Consideration	3
2.2 Adjustment to the Total Merger Consideration	3
2.3 Effect on Capital Stock	4
ARTICLE III EXCHANGE PROCEDURES	6
3.1 Acquiror to Make Funds Available	6
3.2 Exchange	6
ARTICLE IV TERMINATION	8
4.1 Termination	8
4.2 Procedure Upon Termination	9
4.3 Effect of Termination	10
4.4 Frustration of Conditions	10
4.5 Fees and Expenses	10
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY	11
5.1 Organization and Qualification	11
5.2 Authority; Binding Obligation	12
5.3 Corporate Records	12
5.4 No Conflict; Required Filings and Consents	13
5.5 Capitalization; Owners of Shares	13
5.6 Company Reports and Company Financial Statements	14
5.7 Absence of Certain Developments	16
5.8 Litigation	17
5.9 Compliance with Laws; Permits	17
5.10 Real Property Leases	17

5.11 Personal Property	18
5.12 Material Contracts	18
5.13 Labor and Employment	19
5.14 Pension and Benefit Plans	20
5.15 Taxes and Tax Matters	22
5.16 Environmental Matters	24
5.17 Intellectual Property	24
5.18 Insurance	26
5.19 Subsidiaries	26
5.20 Company Information	27
5.21 Customers and Suppliers	27
5.22 Data Security and Privacy	27
5.23 State Takeover Statutes	27
5.24 Rights Plan	28
5.25 Financial Advisors	28
5.26 Opinion of Financial Advisor	28
5.27 CareScience SPA	28
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUIROR SUB	29
6.1 Organization and Qualification	29
6.2 Authority; Binding Obligation	29
6.3 No Conflict; Required Filings and Consents	30
6.4 Litigation	30
6.5 Financial Capability; Guarantee	30
6.6 Compliance with Laws; Permits	31
6.7 Acquiror Information	32
6.8 Financial Advisors	32
ARTICLE VII COVENANTS AND AGREEMENTS	32
7.1 Access to Information	32
7.2 Conduct of the Business Pending the Closing	33
7.3 Appropriate Action; Consents; Filings	35
7.4 Shareholder Meeting	37
7.5 Further Assurances	37

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7.6 Publicity	37
7.7 Notice of Developments	37
7.8 No Solicitation of Transactions	38
ARTICLE VIII EMPLOYEES AND EMPLOYEE BENEFITS	40
8.1 Company’s Employee Benefit Plans	40
8.2 Acquiror Benefit Plans	40
8.3 No Third Party Beneficiaries	41
ARTICLE IX CONDITIONS TO CLOSING	41
9.1 Conditions to Obligations of Each Party Under this Agreement	41
9.2 Conditions to Obligations of Acquiror	42
9.3 Conditions to Obligations of the Company	43
ARTICLE X INDEMNIFICATION	43
10.1 Non-Survival of Representations and Warranties	43
10.2 Indemnification and Insurance	44
ARTICLE XI DEFINITIONS	45
11.1 Certain Definitions	45
11.2 Other Definitional and Interpretive Matters	55
11.3 Interpretation	56
ARTICLE XII MISCELLANEOUS	56
12.1 Confidentiality	56
12.2 Notices	56
12.3 Severability	57
12.4 Entire Agreement; No Third-Person Beneficiaries	58
12.5 Waiver; Amendment	58
12.6 Assignment	58
12.7 Expenses	58
12.8 Specific Performance	59
12.9 Governing Law; Disputes	59
12.10 Counterparts	59

iii

EX-2.2

Exhibit 2.2

VOTING AGREEMENT

     This VOTING AGREEMENT (this “Agreement”) is entered into as of April 1, 2007 by and among (i) Quartzite Holdings, Inc., a Delaware corporation (“Acquiror”); and (ii) the stockholders of Quovadx, Inc., a Delaware corporation (the “Company”), listed on the signature pages hereto (collectively, “Stockholders” and each individually, a “Stockholder”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.

RECITALS:

     A. As of the date hereof, the Stockholders collectively own of record and beneficially shares of capital stock of the Company, as set forth on Schedule I hereto (such shares, or any other voting or equity of securities of the Company hereafter acquired by any Stockholder prior to the termination of this Agreement, being referred to herein collectively as the “Shares”).

     B. Concurrently with the execution of this Agreement, Acquiror and the Company are entering into an Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Quartzite Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), will be merged with and into the Company, and the Company will be the surviving corporation (the “Merger”).

     C. As a condition to the willingness of Acquiror to enter into the Merger Agreement, Acquiror has required that the Stockholders agree, and in order to induce Acquiror to enter into the Merger Agreement, the Stockholders are willing to agree, to vote in favor of adopting the Merger Agreement and approving the Merger, upon the terms and subject to the conditions set forth herein.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree, severally and not jointly, as follows:

1. Voting of Shares.

     1.1. Voting. Each Stockholder covenants and agrees that until the termination of this Agreement in accordance with the terms hereof, at the Special Meeting (including any adjournment or postponement thereof) or any other meeting of the stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company, such Stockholder shall vote, or use his or her best efforts to cause to be voted (or exercise his, her or its right of consent with respect to) all of his or her respective Shares:

     (a) in favor of the approval and adoption of the Merger Agreement and the approval of the Merger contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time; and

Voting Agreement — Page 2

     (b) against (i) any other Acquisition Proposal; or (ii) any action or agreement, including any proposed amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries which action, agreement, amendment or other proposal or transaction is intended by the Stockholders to in any manner impede, interfere with, delay, or attempt to frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement including, without limitation, any action or agreement that would result in a breach in any material respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement.

     1.2. Grant of Proxy. Other than pursuant to the terms of this Agreement or the Merger Agreement, each Stockholder hereby irrevocably grants to, and appoints, Acquiror, and any individual designated in writing by it, and each of them individually, as its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote his, her or its Shares at any meeting of the stockholders of the Company called with respect to any of the matters specified in, and in accordance and consistent with this Section 1. Each Stockholder understands and acknowledges that Acquiror is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Except as otherwise provided for herein, each Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement.

2. Transfer of Shares. Each Stockholder covenants and agrees that such Stockholder will not directly or indirectly, (a) sell, assign, transfer (including by merger or otherwise by operation of law, but excluding, testamentary disposition or interspousal disposition pursuant to a domestic relations proceeding), pledge, encumber or otherwise dispose of any of the Shares, (b) deposit any of the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect thereto which is inconsistent with this Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect sale, assignment, transfer (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law) or other disposition of any Shares.

3. Representations and Warranties of the Stockholders. Each Stockholder on his, her or its own behalf hereby, severally and not jointly, represents and warrants to Acquiror with respect to itself and its, his or her ownership of the Shares as follows:

     3.1. Ownership of Shares. On the date hereof, the Shares are owned beneficially by such Stockholder or its nominee, and the Shares represent all of the shares of Common Stock owned (beneficially or of record) by such Stockholder. Such Stockholder has sole voting power, without restrictions, with respect to all of the Shares. The Shares are free and clear of all liens,

Voting Agreement — Page 3

pledges, security interests, claims, options, rights of first refusal and any other similar restrictions.

     3.2. Power, Binding Agreement. Such Stockholder has (and will have) the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by such Stockholder will not violate any agreement to which such Stockholder is a party, including, without limitation, any voting agreement, stockholders’ agreement, partnership agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

     3.3. No Conflicts. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby 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 obligation or to loss of a material benefit under, any provision of any loan or credit agreement, note, bond, mortgage, indenture, lease, or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or any of its properties or assets, other than such conflicts, violations or defaults or terminations, cancellations or accelerations which individually or in the aggregate do not impair the ability of such Stockholder to perform its obligations hereunder.

     3.4. No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Section III, each such Stockholder makes no express or implied representation or warranty with respect to such Stockholder, the Shares, or otherwise.

4. Representations and Warranties of the Acquiror. Acquiror, on its own behalf hereby severally represents and warrants to each such Stockholder with respect to itself as follows:

     4.1. Valid Existence. Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted.

     4.2. Authority Relative to This Agreement. Acquiror has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by Acquiror and, assuming the due authorization, execution and delivery by the Stockholders hereto, constitutes a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Voting Agreement — Page 4

5. No Solicitation. Prior to the termination of this Agreement in accordance with its terms, each Stockholder agrees, in its individual capacity as a stockholder of the Company, that (a) it will not, nor will it knowingly authorize or permit any of its agents and representatives to, directly or indirectly, (i) initiate, solicit or encourage any inquiries or the making of any Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal, or (iii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, and (b) it will notify Acquiror as soon as possible if any such inquiries or proposals are received by, any information or documents is requested from, or any negotiations or discussions are sought to be initiated or continued with, it or any of its affiliates in its individual capacity.

6. Appraisal Rights. Each Stockholder agrees not to exercise any rights to demand appraisal of any Shares (including under Section 262 of the DGCL) that may arise with respect to the Merger.

7. Termination. This Agreement shall terminate upon the first to occur of (i) the Effective Time or (ii) the termination of the Merger Agreement in accordance with its terms.

8. Specific Performance. The parties hereto agree that (i) the representations, warranties, covenants and restrictions set forth in this Agreement are necessary, fundamental and required for the protection of Acquiror and to preserve for Acquiror the benefits of the Merger Agreement and the transactions contemplated thereby; (ii) such covenants relate to matters which are of a special, unique, and extraordinary character that gives each such representation, warranty, covenant and restriction a special, unique, and extraordinary value; and (iii) a breach of any such representation, warranty, covenant or restriction, or any other term or provision of this Agreement, will result in irreparable harm and damage to Acquiror that cannot be adequately compensated by a monetary award. Accordingly, the parties hereby agree that in addition to all other remedies available at law or in equity, Acquiror shall be entitled to the immediate remedy of specific performance, a temporary and/or permanent restraining order, preliminary injunction, or such other form of injunctive or equitable relief as may be used by any court of competent jurisdiction to restrain or enjoin any of the parties hereto from breaching any representations, warranties, covenants or restrictions set forth in this Agreement, or to specifically enforce the terms and provisions hereof.

9. Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent, preclude or limit such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, including, without limitation, any vote that such individual may make as a director of the Company with respect to any matter presented to the Board of the Company or any actions expressly permitted by Section 7.8 of the Merger Agreement. No such action taken by such Stockholder in his or her capacity as a director or officer of the Company shall be deemed to constitute a breach of any provision of this Agreement.

10. Miscellaneous

Voting Agreement — Page 5

     10.1. Entire Agreement. This Agreement, together with the Merger Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect thereto.

     10.2. Invalidity. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

     10.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any action arising out of or relating to this Agreement, and each of the parties hereto irrevocably agrees that all claims in respect to such action may be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

     10.4. Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signatures.

     10.5. Amendment. This Agreement may not be amended, modified or rescinded except by an instrument in writing signed by all the parties hereto.

     10.6. Other Definitional and Interpretative Provisions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Any pronoun shall include the corresponding masculine, feminine and neuter forms, as appropriate. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

     10.7. Further Assurances. Each party shall each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use his, her or its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement

Voting Agreement — Page 6

     10.8. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile (with acknowledgment of complete transmission) or sent via email (with acknowledgement of receipt) to the parties hereto at the following addresses (or at such other address for a party as shall be specified by like notice), provided, however, that notices sent by mail will not be deemed given until received:

If to Acquiror:	In accordance with the notice provisions in the Merger Agreement.
If to a Stockholder:	To such Stockholder’s address, fax number or e-mail address as set forth on Schedule I.

[Remainder of Page Intentionally Left Blank]

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed individually or by its respective duly authorized officer as of the date first written above.

QUARTZITE HOLDINGS, INC.
By:	/s/  R. David Tabors
	Name:	R. David Tabors
	Title:	President

[Remainder of Page Intentionally Left Blank]

[signature page to voting agreement]

STOCKHOLDERS:


 

/s/  Harvey A. Wagner

Harvey A. Wagner

/s/  Matthew T. Pullam

Matthew T. Pullam

/s/  Afshin Cangarlu

Afshin Cangarlu

/s/  Cory Isaacson

Cory Isaacson

/s/  Linda K. Wackwitz

Linda K. Wackwitz

[signature page to voting agreement]

/s/ Karen M. Wilcox

Karen M. Wilcox

/s/ Jeffrey M. Krauss

Jeffrey M. Krauss

/s/ Fred L. Brown

Fred L. Brown

/s/ J. Andrew Cowherd

J. Andrew Cowherd

/s/ James B. Hoover

James B. Hoover

Charles J. Roesslein

[signature page to voting agreement]

/s/ James A. Gilbert

James A. Gilbert

[signature page to voting agreement]

Schedule I

		Number of		Number of Shares
		Shares of		of Common Stock-
		Common Stock-		Beneficially
Stockholder	Address of Stockholder	Of Record		Owned
Harvey A. Wagner	7600 E. Orchard Rd.		94,183		1,012,000
	Suite 300 South
	Greenwood Village, CO 80111
Matthew T. Pullam	7600 E. Orchard Rd.		35,535		210,000
	Suite 300 South
	Greenwood Village, CO 80111
Afshin Cangarlu	7600 E. Orchard Rd.		36,766		560,000
	Suite 300 South
	Greenwood Village, CO 80111
Cory Isaacson	7600 E. Orchard Rd.		37,058		330,000
	Suite 300 South
	Greenwood Village, CO 80111
Linda K. Wackwitz	7600 E. Orchard Rd.		32,431		220,000
	Suite 300 South
	Greenwood Village, CO 80111
Karen M. Wilcox	7600 E. Orchard Rd.		11,541		25,000
	Suite 300 South
	Greenwood Village, CO 80111
Jeffrey M. Krauss	7600 E. Orchard Rd.		95,000		130,000
	Suite 300 South
	Greenwood Village, CO 80111
Fred L. Brown	7600 E. Orchard Rd.		53,500		145,000
	Suite 300 South
	Greenwood Village, CO 80111

		Number of		Number of Shares
		Shares of		of Common Stock-
		Common Stock-		Beneficially
Stockholder	Address of Stockholder	Of Record		Owned
J. Andrew Cowherd	7600 E. Orchard Rd.		56,500		50,000
	Suite 300 South
	Greenwood Village, CO 80111
James B. Hoover	7600 E. Orchard Rd.		395,866		100,000
	Suite 300 South
	Greenwood Village, CO 80111
Charles J. Roesslein	7600 E. Orchard Rd.		53,500		100,000
	Suite 300 South
	Greenwood Village, CO 80111
James A. Gilbert	7600 E. Orchard Rd.		62,299		110,500
	Suite 300 South
	Greenwood Village, CO 80111
	Total		969,167		3,027,000

EX-2.3

Exhibit 2.3

STOCK PURCHASE AGREEMENT

between

QUOVADX, INC.,

CARESCIENCE, INC.

and

PREMIER, INC.

Dated as of March 30, 2007

STOCK PURCHASE AGREEMENT

     This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2007, between Quovadx, Inc., a Delaware corporation (“Seller”), CareScience, Inc., a Pennsylvania corporation (“Company”), and Premier, Inc., a Delaware corporation (“Purchaser”) (Seller, Company and Purchaser, individually hereinafter referred to as “Party” and collectively hereinafter referred to as the “Parties”).

W I T N E S S E T H:

     WHEREAS, Seller presently owns all of the capital stock of Company;

     WHEREAS, Seller desires to sell all of the shares of the common stock of Company, no par value (the “Common Stock”), owned by it (collectively, the “Shares”), and Purchaser desires to purchase such Shares, all as more specifically provided herein so that Purchaser will become the owner of all of the issued and outstanding capital stock of Company on a fully diluted basis; and

     WHEREAS, certain terms used in this Agreement are defined in Article XI;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the Parties hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF SHARES; CONSIDERATION

     1.1 Purchase and Sale of Shares.

     On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser all of the Shares owned by Seller to Purchaser, free and clear of all Encumbrances. At Closing, Seller shall deliver to Purchaser the certificates representing the Shares owned by Seller, duly endorsed (or accompanied by duly executed stock powers) for transfer to Purchaser.

     1.2 Consideration.

     The aggregate consideration for the Shares shall be an amount in cash equal to Thirty-Four Million and No/100 Dollars ($34,000,000) subject to adjustment as provided in Section 1.4 (the “Purchase Price”).

     1.3 Payment of Purchase Price and Other Amounts.

     On the Closing Date, Purchaser shall:

          (a) pay to Seller by wire transfer to an account designated by Seller an amount of One Million Twenty-Five Thousand Seven Hundred Fifteen and No/100 Dollars ($1,025,715), which amount shall be used by Seller to pay certain Employee Liabilities owing

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under the Seller’s Executive Management Transaction Bonus Plan and the Employment Agreement between the Seller and Tom Zajac; and

          (b) pay the Purchase Price to Seller, which shall be paid by wire transfer of immediately available funds into an account designated by Seller at least two (2) Business Days prior to the Closing Date.

     1.4 Purchase Price Adjustment.

          (a) At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Purchaser an itemized statement of estimated Net Working Capital (the “Estimated Closing Working Capital”) as of the end of business on the Closing Date (the “Closing Working Capital”). If Purchaser objects to Seller’s computation of Estimated Closing Working Capital and Purchaser and Seller are unable to resolve such objections, the Estimated Closing Working Capital shall be deemed equal to the average of Seller’s and Purchaser’s good faith determination thereof. If the Estimated Closing Working Capital exceeds negative One Million Two Hundred Thousand and No/100 Dollars (-$1,200,000) (the “Minimum Working Capital”), then the Purchase Price payable by Purchaser in accordance with Section 1.3 shall be increased by the amount of any amount in excess of the Minimum Working Capital. For example, if the Estimated Closing Working Capital is negative One Million and No/100 Dollars (-$1,000,000), then the Purchase Price will be increased by Two Hundred Thousand and No/100 Dollars ($200,000). If the Estimated Closing Working Capital is less than the Minimum Working Capital, the Purchase Price payable by Purchaser in accordance with Section 1.3 shall be reduced by the amount of such shortfall. For example, if the Estimated Closing Working Capital is negative One Million Five Hundred Thousand and No/100 Dollars (-$1,500,000), then the Purchase Price will be decreased by Three Hundred Thousand and No/100 Dollars ($300,000). “Net Working Capital” means the consolidated current assets (excluding cash and cash equivalents and intercompany receivables) of Company, reduced by the consolidated current liabilities (excluding the Assumed Employee Liabilities and intercompany payables) of Company, in each case as determined in accordance with GAAP and, to the extent not inconsistent with GAAP, on a basis consistent with the past practice after giving effect to the pro forma adjustments required by the principles attached hereto as Exhibit B.

          (b) As promptly as practicable, but no later than thirty (30) days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller the Closing Statement and a certificate based on such Closing Statement setting forth Purchaser’s calculation of Closing Working Capital. The closing statement (the “Closing Statement”) shall present the Closing Working Capital.

          (c) If Seller disagrees with Purchaser’s calculation of Closing Working Capital delivered pursuant to Section 1.4(b), Seller may, within fifteen (15) days after delivery of the Closing Statement, deliver a notice to Purchaser stating that Seller disagrees with such calculation and specifying in reasonable detail those items or amounts as to which Seller disagrees and the basis therefor. Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and the calculation of Closing Working Capital delivered pursuant to Section 1.4(b).

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          (d) If a notice of disagreement shall be duly delivered pursuant to Section 1.4(c), Purchaser and Seller shall, during the fifteen (15) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Working Capital. If during such period, Purchaser and Seller are unable to reach such agreement, they shall promptly thereafter cause an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Independent Accountant”) to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Working Capital (it being understood that in making such calculation, the Independent Accountant shall be functioning as an expert and not as an arbitrator). Each of Purchaser and Seller agrees that it shall not engage, or agree to engage the Independent Accountant to perform any services other than as the Independent Accountant pursuant hereto until the Closing Statement and Final Working Capital have been finally determined pursuant to this Section 1.4. Each Party agrees to execute, if requested by the Independent Accountant, a reasonable engagement letter. Purchaser and Seller shall cooperate with the Independent Accountant and promptly provide all documents and information requested by the Independent Accountant. In making such calculation, the Independent Accountant (i) shall consider only those items or amounts in the Closing Statement and the calculation of Closing Working Capital as to which Seller has disagreed in its notice of disagreement duly delivered pursuant to Section 1.4(c) and (ii) shall not assign a value to such item or amount greater than the greatest value for such item or amount asserted by either Seller or Purchaser or less than the smallest value for such item or amount asserted by either Seller or Purchaser. The Independent Accountant shall deliver to Purchaser and Seller, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountant), a report setting forth such calculation. Such report shall be final and binding upon Purchaser and Seller, shall be deemed a final arbitration award that is binding on Purchaser and Seller, and neither Purchaser nor Seller shall seek further recourse to courts or other tribunals with respect to such report, other than to enforce such report. Judgment may be entered to enforce such report in any court of competent jurisdiction. The Independent Accountant will determine the allocation between Purchaser and Seller of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to One Thousand and No/100 Dollars ($1,000.00) and the Independent Accountant awards Six Hundred and No/100 Dollars ($600.00) in favor of Seller’s position, sixty percent (60%) of the costs of its review would be borne by Purchaser and forty percent (40%) of the costs would be borne by Seller.

          (e) Purchaser and Seller shall, and shall cause their respective representatives to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Working Capital and in the conduct of the review referred to in this Section 1.4, including the making available to the extent necessary of books, records, work papers and personnel.

          (f) If Final Working Capital exceeds the Estimated Closing Working Capital, Purchaser shall pay to Seller, in the manner as provided in Section 1.4(g), the amount of such excess and, if Estimated Closing Working Capital exceeds Final Working Capital, Seller shall pay to Purchaser, as an adjustment to the Purchase Price, the amount of such excess in the manner provided in Section 1.4(g). For example, if the Estimated Closing Working Capital is negative One Million Five Hundred Thousand and No/100 Dollars (-$1,500,000) and Final Working Capital is negative One Million Three Hundred Thousand and No/100 Dollars (-

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$1,300,000), then Purchaser shall pay Seller Two Hundred Thousand and No/100 Dollars ($200,000). As another example, if Estimated Closing Working Capital is negative One Million Five Hundred Thousand and No/100 Dollars (-$1,500,000) and Final Working Capital is negative One Million Seven Hundred Thousand and No/100 Dollars (-$1,700,000), then Seller shall pay Purchaser Two Hundred Thousand and No/100 Dollars ($200,000). “Final Working Capital” means Closing Working Capital (i) as shown in Purchaser’s calculation delivered pursuant to Section 1.4(b) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 1.4(c) or (ii) if such a notice of disagreement is delivered, (A) as agreed by Purchaser and Seller pursuant to Section 1.4(d) or (B) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 1.4(d); provided, however, that in no event shall Final Working Capital be more than Seller’s calculation of Closing Working Capital delivered pursuant to Section 1.4(c) or less than Purchaser’s calculation of Closing Working Capital delivered pursuant to Section 1.4(b).

          (g) Any payment pursuant to Section 1.4(f) shall be made at a mutually convenient time and place within five (5) Business Days after Final Working Capital has been determined by wire transfer by Purchaser or Seller, as the case may be, of immediately available funds to the account of such other party as may be designated in writing by such other party.

ARTICLE II

CLOSING AND TERMINATION

     2.1 Closing Date.

     The consummation of the purchase and sale of the Shares provided for in Article I hereof (the “Closing”) shall take place at such place as the Parties may designate in writing at a time and on a date to be specified by the Parties (the “Closing Date”), which date shall be no later than the third Business Day after satisfaction or waiver of the conditions set forth in Article VIII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), unless another time, date or place is agreed to in writing by the Parties hereto.

     2.2 Termination.

     This Agreement may be terminated at any time (except where otherwise indicated) prior to the Closing, whether before or after approval of this Agreement:

          (a) by mutual written consent of Purchaser and Seller;

          (b) by Purchaser, if (i) any of the conditions provided in Section 8.2 have not been met and such failure has not been cured (if curable) within ten (10) Business Days following receipt by Seller of written notice of such failure describing the extent and nature thereof in reasonable detail or (ii) there has been any event, change, occurrence or circumstance that renders the conditions set forth in Section 8.2(a) incapable of being satisfied by April 15, 2007 (the “Outside Date”);

4

          (c) by Seller, if (i) any of the conditions provided in Section 8.3 have not been met and such failure has not been cured (if curable) within ten (10) Business Days following receipt by Purchaser of written notice of such failure describing the extent and nature thereof in reasonable detail or (ii) or there has been any event, change, occurrence or circumstance that renders the conditions set forth in Section 8.3(a) incapable of being satisfied by the Outside Date;

          (d) by either Purchaser or Seller if there shall be in effect a final, nonappealable Order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the Parties shall use all commercially reasonable efforts to promptly appeal any adverse determination which is not nonappealable and diligently pursue such appeal;

          (e) by either Purchaser or Seller on or after the Outside Date if the Closing shall not have occurred by the close of business on such date; provided, however, that the terminating party is not in material default of any of its obligations hereunder; or

          (f) by Purchaser or Seller, if, in accordance with Section 6.10, the Board approved any Acquisition Proposal other than that contemplated by this Agreement.

     2.3 Procedure Upon Termination.

     In the event of termination and abandonment by Purchaser or Seller, or both, pursuant to Section 2.2 hereof, written notice thereof shall forthwith be given to the other Party or Parties and this Agreement shall terminate without further action by Purchaser or Seller.

     2.4 Effect of Termination.

     Upon the termination of this Agreement in accordance with Sections 2.2 and 2.3 hereof, Purchaser and Seller shall be relieved of any further duties and obligations under this Agreement after the date of such termination; provided, that no such termination shall relieve any Party hereto from liability for any willful breach or fraud by a Party of this Agreement; provided, further, that the obligations of the Parties set forth in Articles IX and XI hereof shall survive any such termination and shall be enforceable after such termination.

     2.5 Expenses.

     Subject to Section 11.7, all expenses incurred in connection with this Agreement shall be paid by the Party incurring such expenses, whether or not the transactions contemplated hereunder are consummated.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF COMPANY

     Except as specifically set forth in the Schedules (with specific references to the Section or subsection of this Agreement to which the information stated in such disclosure relates), each of Company and Seller, jointly and severally, hereby represents, warrants to and agrees with Purchaser as follows, in each case as of the date of this Agreement and as of the Closing Date:

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     3.1 Organization and Qualification.

     Company is a corporation duly organized, validly existing and in good standing under Pennsylvania Law, and has all requisite corporate power and authority to own, operate and lease its assets, to carry on the Business as currently conducted, to execute and deliver this Agreement and to carry out the transactions contemplated hereby. Company is duly qualified or authorized to conduct business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or authorization necessary other than where the failure to be so qualified, authorized or in good standing would not have a Material Adverse Effect.

     3.2 Authority; Binding Obligation.

     Company has all requisite power, authority and legal capacity to execute and deliver this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby to which Company is a party (the “Company Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions hereby and thereby. The execution, delivery and performance by Company of this Agreement, the execution, delivery and performance by Company of the Company Documents, and the consummation by Company of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding on the part of Company is necessary to authorize this Agreement and the Company Documents, or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Company Documents will be at or prior to the Closing, duly executed and delivered by Company. This Agreement constitutes, and the Company Documents when so executed and delivered, will constitute a legal, valid and binding obligation of Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

     3.3 No Conflict; Required Filings and Consents.

          (a) None of the execution, delivery and performance by Company of this Agreement or the Company Documents, the fulfillment of and compliance with the respective terms and provisions hereof or thereof, or the consummation by Company of the transactions contemplated hereby and thereby, will conflict with, or violate any provision of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation or bylaws of Company, (ii) any Contract or Permit to which Company is a party, (iii) any Order of any Governmental Body applicable to Company or (iv) any applicable Law other than, in the cases of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, termination or cancellations that would not have a Material Adverse Effect.

          (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Person or Governmental Body is required on the part of Company in connection with the execution and delivery of this Agreement or the Company Documents, the compliance by Company with any of the provisions hereto or thereto, or the consummation

6

of the transactions contemplated hereby, except for such consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Material Adverse Effect.

     3.4 Capital Stock.

     As of the date hereof, the authorized capital stock of Company consists of one hundred (100) shares of Common Stock, of which one hundred (100) shares of Common Stock are issued and outstanding. There are no outstanding or authorized options, warrants, convertible or exchangeable securities, stock appreciation rights, subscriptions, phantom stock rights, profit participation rights, or other rights, agreements, obligations, arrangements or commitments of any character relating to the capital stock or other equity or voting interests in, Company or obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or any other equity or voting interest in Company.

     3.5 The Business.

          (a) The Business Property, Seller Services, Material Contracts, Employees and Business Intellectual Property constitute all of the property, services, Contracts and personnel necessary for Purchaser to conduct the Business as of the Closing Date without interruption and in the Ordinary Course of Business. No services are provided by any of Seller’s Affiliates (other than Company) that are necessary to the operations of the Business.

          (b) Schedule 3.5(b) describes each of the material services and benefits provided by Seller or any Seller Affiliate (other than Company) to Company, including services and benefits relating to information systems and technology, human resources, insurance, employee benefits, finance, accounting, phone systems or payroll (collectively, the “Seller Services”).

          (c) Schedule 3.5(c) describes each material product and service that (i) is being marketed and/or offered for sale or license by the Business as of the date hereof (the “Existing Products and Services”); (ii) has ceased to be marketed or offered for purchase during the twenty-four (24) months prior to the date of this Agreement; and/or (iii) has not yet been marketed or offered for sale or license, but which is in development (the “Planned Products and Services”). With respect to each of the Planned Products and Services, Schedule 3.5(c) also describes the work required to be finished in order to begin offering such Planned Products and Services for sale or license and the anticipated finish date for such work. Schedule 3.5(c) sets forth all of the Existing Products and Services or Planned Products and Services that incorporate, use or rely on any products or services, including any Intellectual Property, of any other Person, whether such Person is Seller, a Seller Affiliate (other than Company) or a Person not Affiliated with Seller (the “Third-Party Items”). Schedule 3.5(c) also describes each Third-Party Item and identifies the owner of each such Third-Party Item.

          (d) No Person (other than Seller and Company) has the right to sell or license any of the Existing Products and Services or Planned Products and Services. Schedule 3.5(d) sets forth the name of each Person that labels and/or resells the Existing Products and Services. Schedule 3.5(d) sets forth the name of each Person that Seller or Company is negotiating or otherwise communicating with (or has negotiated or otherwise communicated with at any time

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during the twenty-four (24) months prior to the date hereof) regarding such Person’s potential private labeling and/or reselling of any of the Existing Products and Services or Planned Products and Services.

          (e) Seller’s businesses are operating through three divisions, one of which is the CareScience division. During the twenty-four (24) months prior to the date of this Agreement, none of the products or services developed or offered by Seller’s CareScience division has been transferred to any of Seller’s other two divisions.

     3.6 Financial Statements and Condition; No Liabilities

          (a) Attached in Schedule 3.6(a) are the Financial Statements. The Financial Statements (i) were derived from and are in accordance with the books and records of Company, (ii) present fairly the financial position and results of operations of the Business (excluding all Seller Services) at the dates and for the periods indicated (except for the absence of notes thereto and, in the case of interim Financial Statements, subject to normal year-end adjustments and accruals), and (iii) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby; provided, that the Financial Statements have not been audited and do not include intercompany receivables or payables between the Business and the Seller.

          (b) Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorizations, (iv) assets are reflected at values considered to be financially realizable by Company, and (v) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The books and records of Company are in all material respects true and complete, are maintained in accordance with applicable Law, and accurately present and reflect in all material respects all of the transactions that are therein described.

          (c) Company has no Liabilities (and no basis exists for any Liability), except for (i) Liabilities set forth on the face of the balance sheet of Company as of December 31, 2006 that is included in Schedule 3.6(a) and (ii) current Liabilities that have arisen since December 31, 2006 in the Ordinary Course of Business (none of which arise from any breach of Contract, breach of warranty, tort, infringement, violation of Law, or any action, suit or proceeding). Company has not, either expressly or by operation of Law, assumed or undertaken any Liability of any other Person.

          (d) All of the accounts and unbilled receivables which are reflected on the Estimated Closing Working Capital are reflected properly on Company’s books and records, are valid receivables subject to no setoffs or counterclaims, and are current and collectible in accordance with Company’s past collection practices, subject only to the allowance for bad debt set forth on the Estimated Closing Working Capital. The allowance for bad debt set forth on the Estimated Closing Working Capital has been calculated in accordance with GAAP and the past custom and practice of Company and, to Company’s Knowledge, all such allowance for bad debt is adequate. To Company’s Knowledge, no customer has notified Seller or Company that it

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intends not to pay some or all of any such receivables. Neither Seller nor Company is aware of any reason why any customer would refuse to pay any receivable owing by such customer.

     3.7 Absence of Certain Developments.

     Except for the transactions contemplated hereby, since December 31, 2006 neither Company nor Seller (with respect to the Business) has:

          (a) suffered a Material Adverse Effect;

          (b) incurred any Liability or entered into any other transaction except in the Ordinary Course of Business;

          (c) increased the rate or terms of compensation or benefits payable to or to become payable to any Employees or increased the rate or terms of any bonus, pension or other employee benefit plan covering any of the Employees, except in each case increases occurring in the Ordinary Course of Business (including normal periodic performance reviews and related compensation and benefits increases);

          (d) waived any claim or rights of material value other than in the Ordinary Course of Business;

          (e) sold, leased, licensed or otherwise disposed of any assets material to the Business;

          (f) disclosed any of its material trade secrets to any Person other than to a Person obligated to keep such trade secret confidential pursuant to a confidentiality or non-disclosure agreement;

          (g) entered into any transaction or Material Contract other than in the Ordinary Course of Business;

          (h) suffered any material adverse change in its relationship with any of the suppliers, customers, distributors, lessors, licensors, licensees or other third parties which are material to the Business; or

          (i) committed pursuant to a legally binding agreement to do any of the things set forth in clauses (a) through (h) above.

     3.8 Litigation.

     There are no Legal Proceedings involving or affecting Company or the Business pending or, to Company’s Knowledge, threatened against Company or Seller, or which question the validity or enforceability of this Agreement or any action contemplated herein. To Company’s Knowledge, no event has occurred or circumstance exists that could reasonably be expected to give rise to or serve as a basis for the commencement of any such Legal Proceeding. Neither Company, nor Seller only with respect to the Business, is operating under or subject to, or in default with respect to any Order of any Governmental Body. Schedule 3.8, sets forth all agreements entered into by Company, or affecting Company or its assets or the Business, since

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January 1, 2004 settling or otherwise terminating actions, suits, claims, governmental investigations or arbitration proceedings against Company or, with respect to the Business only, Seller, or which question the validity or enforceability of this Agreement or any action contemplated herein.

     3.9 Compliance with Laws; Permits.

          (a) Company has complied and is in compliance in all respects with all Laws applicable to Company, except where non-compliance does not have a Material Adverse Effect. Since January 1, 2004, neither Company nor Seller (but only with respect to the Business) has been cited, fined or otherwise notified of any asserted past or present failure to comply with respect to the Business, in any material respect, with any Laws and no investigation or proceeding with respect to any such violation is pending or, to Company’s Knowledge, threatened.

          (b) Without limiting the generality of the foregoing, the Business has been and is being conducted in compliance in all respects with (i) the applicable Medicare and Medicaid fraud-and-abuse provisions of the federal Social Security Act and other federal Laws, including the Federal Anti-Kickback Statute (42 U.S.C.§ 1320a-7b, et seq.), (ii) the physician self-referral provisions of the Stark Law (42 U.S.C.§ 1395nn), (iii) the False Claims Act (31 U.S.C.§ 3729), (iv) the Civil Monetary Penalties Law (42 U.S.C.§ 1320a-7a), (v) Mail and Wire Fraud (18 U.S.C.§§ 1341-1343), (vi) False Statements Relating to Health Care Matters (18 U.S.C.§ 1035), (vii) Health Care Fraud (18 U.S.C.§ 1347), or any applicable regulations related to (i) through (vii) (or any applicable related state or local statutes, regulations, or ordinances); and (viii) the applicable provisions of HIPAA regarding the transactions, code sets and unique identifier requirements (as set forth in 45 C.F.R. Part 162), the privacy and security of protected health information (as set forth at 45 C.F.R. Part 160 and 164, Subparts A, C, and E) and any state or local statutes, regulations, or ordinances related to the privacy or security of individually identifiable health or medical information, except where non-compliance does not have a Material Adverse Effect. Neither Company nor Seller (but only with respect to the Business) is currently, or has ever been, a party or subject to the terms of a corporate integrity agreement required by the Office of Inspector General of the Department of Health and Human Services or similar agreement or consent order of any other governmental or agency authority.

          (c) Company currently has all Permits necessary to operate the Business as presently conducted in the Ordinary Course of Business, other than those the failure of which to possess is immaterial. All Permits are valid and in full force and effect, Company is in compliance with their requirements, and Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) , in any material respect of any term, condition or provision of any Permit, and no proceeding is pending or, to Company’s Knowledge, threatened to revoke or amend any of the Permits.

     3.10 Real Property Leases.

          (a) Company does not own any real property, nor has Company ever owned any real property. Schedule 3.10(a) sets forth a list of all real property and interests in real property currently leased by Company (the “Real Property Leases”). Company has a valid and

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enforceable leasehold interest under each of the Real Property Leases, free and clear of all Encumbrances other than the Permitted Encumbrances. Each of the Real Property Leases is in full force and effect, and Company has not received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a material default by Company under any of the Real Property Leases. Company is not in material default of any Real Property Lease and, to Company’s Knowledge, no other party is in material default thereof. Company has delivered or otherwise made available to Purchaser true, correct and complete copies of all Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. Except for the leased premises described in the Real Property Leases, no other real property is leased by Company or Seller (but only with respect to the Business).

          (b) All of the leased real property, buildings, fixtures and improvements owned or leased by Company which is material to the conduct of the Business is in reasonably good operating condition and repair (subject to normal wear and tear) and have been maintained in reasonably good condition in the Ordinary Course of Business in a manner consistent with past maintenance practices of Company.

     3.11 Personal Property.

          (a) Schedule 3.11(a) sets forth all furniture, equipment, automobiles and all other tangible personal property owned by, leased by or in the possession of, the Company, or otherwise material to the operation of the Business (the “Business Property”), and indicates whether such personal property is owned or leased and, if leased, the name of the lessor; provided, however, Schedule 3.11(a) does not list any Business Property which has a book value of less than Five Thousand and No/100 Dollars ($5,000), except for servers, personal computers, laptop computers and other computer hardware, all of which are listed on Schedule 3.11(a). Seller shall cause any Business Property owned or leased by Seller or a Seller Affiliate (other than Company) to be transferred to Company prior to Closing. Company owns, or will own as of the Closing Date, and has, or will have as of the Closing Date, good title to, or valid leasehold interest in, each item of Business Property, free and clear of all Encumbrances other than Permitted Encumbrances. Neither Seller nor Company has received or given any written notice of any default or event that with notice or lapse of time or both would constitute a material default by Company or Seller under any lease entered into in connection with the leased Business Property and, to Company’s Knowledge, no other party is in material default or default thereunder.

          (b) All Business Property has been maintained in reasonable operating condition in the Ordinary Course of Business, ordinary wear and tear excepted.

     3.12 Material Contracts.

          (a) Schedule 3.12(a) sets forth all of the following Contracts (and, with respect to each such Contract (other than any Contract disclosed pursuant to Section 3.12(a)(vi)), sets forth: (i) the name of the Contract, (ii) the date of the Contract, (iii) the expiration date of the Contract with respect to Contracts with customers (assuming no renewals), (iv) the parties to the Contract, (v) all amendments and addendum to such Contract, and (vi) the number used to identify such Contract in the Data Site data room used in

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connection with this Agreement) that are related to the Business to which Seller, Company or any of their Affiliates is a party, or by or to which Seller or Company or any of its assets or properties that relate to the Business is bound or subject to as of the date hereof (collectively, the “Material Contracts”), including, without limitation:

               (i) Contracts with any Affiliate or current or former officer of Company;

               (ii) Contracts with any labor union or association representing any Employees;

               (iii) Contracts pertaining to any Business Intellectual Property material to the conduct of the Business;

               (iv) Contracts relating to incurrence of Indebtedness, or the making of any loans, or to the mortgaging, pledging or otherwise placing an Encumbrance on any Business Property;

               (v) Contracts (other than Contracts with customers) which involve the receipt of more than One Hundred Thousand and No/100 Dollars ($100,000) in the aggregate;

               (vi) Contracts with any Employee or Former Employee, including any employment, confidentiality, assignment of inventions, severance and/or noncompetition Contracts;

               (vii) joint venture, partnership or limited liability company agreements, involving a share of profits, losses, costs or liabilities;

               (viii) Contracts with any customer;

               (ix) Contracts that prohibit Company from freely engaging in business anywhere in the world;

               (x) Contracts (other than customer Contracts) which (A) involve the expenditure of more than Twenty-Five Thousand and No/100 Dollars ($25,000) per year or One Hundred Thousand and No/100 Dollars ($100,000) in the aggregate (other than Contracts that will expire within 12 months of the Closing Date or can be terminated without penalty or notice of ninety (90) or less) or (B) require performance by any party more than one (1) year from the date hereof that, in the case of clause (B), are not terminable by Company without penalty or notice of ninety (90) days or less;

               (xi) Contracts for the lease, use or occupancy of real property;

               (xii) Contracts related to or involving any of the Third-Party Items; and

               (xiii) any other Contract material to the operation of the Business.

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          (b) Each Material Contract is, and following delivery by Seller at Closing of the consents and approvals set forth on Schedule 3.12(b) (the “Contract Consents”), will as of the Closing Date be, legal, valid and binding on Company, enforceable by Company and in full force and effect, and, to Company’s Knowledge, following delivery by Seller at Closing of the Contract Consents, each Material Contract will continue to be legal, valid, and binding on the other parties thereto, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated by this Agreement.

          (c) Neither Company nor Seller nor any of their Affiliates has received any written notice of any default, and to Company’s Knowledge, no event has occurred that with notice or lapse of time or both would constitute a material default, by Company, Seller or any of their Affiliates, under any Material Contract. Company is not in material default of any Material Contract and, to Company’s Knowledge, no other party is in material default thereof. No customer has provided Company or Seller with written notice of termination or non-renewal with respect to any of the Material Contracts with customers that are in effect as of the date hereof. To Company’s Knowledge, Company is not bound by any oral Contract.

     3.13 Labor.

     There are no collective bargaining or other labor union agreements to which Company or Seller is a party and there are no labor or collective bargaining agreements which pertain to the Employees. There is no union organization activity involving any of the Employees pending or, to Company’s Knowledge, threatened, nor has there ever been union representation involving any of the Employees. There are no strikes, slowdowns, lockdowns, arbitrations, work stoppages or material grievances or other labor disputes pending or, to Company’s Knowledge, threatened or reasonably anticipated between Company or Seller and (a) any Employees or Former Employees or (b) any union or other collective bargaining unit representing such employees. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to Company since January 1, 2005.

     3.14 Pension and Benefit Plans.

          (a) Schedule 3.14(a) contains a correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement providing for compensation, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, insurance (including any self-insured arrangements), health or medical benefits, disability or sick leave benefits, and post-employment or retirement benefits (each, an “Employee Plan”) which is sponsored, maintained, administered or contributed to by Seller or Company and covers any Employee or Former Employee. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Purchaser. Such plans are referred to collectively herein as the “Employee Plans.” Schedule 3.14(a) separately identifies each Employee Plan sponsored, maintained, administered or contributed to by Company.

          (b) None of Seller, Company or any of its ERISA Affiliates or any predecessor thereof sponsors, maintains, administers or contributes to, or has in the past

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sponsored, maintained, administered or contributed to, any Employee Plan subject to Title IV of ERISA or any defined benefit plan.

          (c) None of Seller, Company or any ERISA Affiliate of Seller or Company or any predecessor thereof contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA (a “Multiemployer Plan”).

          (d) Each Employee Plan has been maintained, funded and administered in compliance in all material respects with the requirements of ERISA, the Code and any other applicable Laws, and all payments, premiums, contributions, distributions and reimbursements, for all periods ending prior to the Closing have been made or properly accrued.

          (e) Other than the Employee Liabilities, there is no current or projected Liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired, former or current Employees, except as required to avoid excise tax under Section 4980B of the Code.

          (f) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a determination letter from the Internal Revenue Service or is a prototype plan covered by the sponsor’s favorable determination letter, and to Company’s Knowledge, nothing has occurred with respect to such Employee Plan that would result in loss of such qualification.

          (g) Except as set forth on Schedule 3.14(g), the consummation of the transactions contemplated by this Agreement whether alone or in combination with any subsequent event, will not (i) result in the acceleration of vesting, payments or benefits under any Employee Plan, or (ii) result in any payment failing to be deductible under Section 280G of the Code.

     3.15 Taxes and Tax Matters.

          (a) Except as set forth on Schedule 3.15(a), Company has:

               (i) paid or caused to be paid all Taxes required to be paid by Company or Seller (but only with respect to the Business) through the date hereof (including but not limited to any Taxes shown due on any Tax Return); and

               (ii) filed or caused to be filed all Tax Returns required to be filed by Company or Seller (but only with respect to the Business) with the appropriate taxing authority in all jurisdictions in which such Tax Returns are required to be filed and all such Tax Returns were true, complete and correct.

          (b) Neither Company nor Seller has been notified by the IRS or any other taxing authority that any issues have been raised by the IRS or any other taxing authority in connection with any Tax Return filed by or on behalf of Company.

          (c) Except as set forth on Schedule 3.15(c), there are no pending Tax audits and no waivers of statutes of limitations have been given or requested with respect to Company or Seller (but only with respect to the Business).

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          (d) Except as set forth on Schedule 3.15(d), Company is not currently the beneficiary of any extension of time within which to file any Tax Return and no ruling request with respect to Taxes is currently pending by or on behalf of Company.

          (e) No Encumbrances have been filed against Company or any of the Business Property with respect to Taxes, except for Encumbrances for current Taxes not yet due and payable for which adequate reserves have been provided for in the latest balance sheet of Company.

          (f) No unresolved deficiencies or additions to Taxes have been proposed, asserted, or assessed against Company or Seller (but only with respect to the Business).

          (g) Except as set forth on Schedule 3.15(g), and except as would not have a Material Adverse Effect, the charges, accruals and reserves for Taxes with respect to Company or Seller (but only with respect to the Business) for any tax period ending on or before the Closing Date (a “Pre-Closing Tax Period”), including any Pre-Closing Tax Period for which no Tax Return has yet been filed, reflected on the books of Company and used to determine Estimated Closing Working Capital and Final Working Capital are adequate to cover such Taxes.

          (h) Except as set forth on Schedule 3.15(h), and except as would not have a Material Adverse Effect, each of Company and Seller (with respect to the Business and the Employees and Former Employees) has complied with all applicable requirements relating to the collection or withholding of Taxes (such as sales taxes or withholding of Taxes from the wages of employees).

          (i) Company has no Liability in respect of any tax allocation, sharing, or indemnity agreement with any Person.

          (j) Company has not agreed to (nor has any other Person agreed to on its behalf), and none of such Persons are required to, make any adjustments or changes, to its accounting methods pursuant to Section 481 of the Code, and the IRS has not proposed any such adjustments or changes in the accounting methods of such Persons.

          (k) No claim has been made within the last three (3) years by any taxing authority in a jurisdiction in which Company or Seller (but only with respect to the Business) does not file Tax Returns that the Business is or may be subject to taxation by that jurisdiction.

          (l) Except as set forth on Schedule 3.15(l), and except as would not have a Material Adverse Effect, Company and Seller (but only with respect to the Business) has complied with all reporting and recordkeeping Laws with respect to Taxes.

          (m) Company (A) has not been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is Seller) and (B) does not have any Liability for the Taxes of any Person (other than a group the common parent of which is Seller) under Treasury Regulation 1.1502-6 (or any similar provision of state, local or foreign law) as a transferee or successor;

          (n) Company (A) has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be

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governed in whole or in part by Sections 355 or 361 of the Code or (B) engaged in any reportable transaction within the meaning of Sections 6111 and 6112 of the Code and Treasury Regulation 1.6011-4(b)(i).

          (o) Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) “closing agreements” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-United States income Tax law) executed on or prior to the Closing Date; (C) installment sale or open transaction disposition made on or prior to the Closing Date; or (D) prepaid amount received on or prior to the Closing Date.

          (p) The net operating losses of Company as of December 31, 2006 are as set forth on Schedule 3.15(p) (the “Company NOLs”), of which Seller and/or Company will not use any Company NOLs in connection with its operations for any period after January 1, 2007.

          (q) Schedule 3.15(q) lists each jurisdiction where Company or Seller (on behalf of Company or otherwise on account of the Business) filed (or plans to file) any Tax Return for taxable years ended 2004, 2005 and 2006, indicates what type of Tax Return was filed (or is planned to be filed) in each such jurisdiction, and describes what type of Tax was paid (or is planned to be paid) in each such jurisdiction. No other Tax Returns are required to be filed in any other jurisdiction by Company or Seller on account of the Business.

     3.16 Environmental Matters.

     Each of Seller (but only with respect to the Business) and Company has materially complied and is in material compliance with all Environmental Laws. Except as would not reasonably be expected to result in material Liability under Environmental Laws, to Company’s Knowledge, there has been no Release of Hazardous Materials at, on, under or from the properties set forth in Schedule 3.10(a). Company has delivered to Purchaser copies of any non-privileged environmental reports, studies, analyses, tests, or monitoring in Company’s possession pertaining to the environmental condition of the properties listed in Schedule 3.10(a) or concerning Company’s compliance with Environmental Laws. Neither Company nor Seller has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any Hazardous Materials in a manner that has given or is reasonably expected to give rise to any material Liability, including without limitation, pursuant to any Environmental Laws. Neither Company, Seller or, to Company’s Knowledge, any of its predecessors, has assumed the Liabilities of any Person relating to Hazardous Materials or any Environmental Laws.

     3.17 Intellectual Property.

          (a) Schedule 3.17(a) sets forth a list of all Intellectual Property that is material to or otherwise necessary for the operation of the Business (collectively, the “Business Intellectual Property”). Company owns, or will own as of the Closing Date, and has, or will have as of the Closing Date, good title to, or a valid license to, each item of Business Intellectual Property, free and clear of all Encumbrances other than Permitted Encumbrances. With respect to each item of Business Intellectual Property, Schedule 3.17(a) sets forth (i) the nature of the

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Business Intellectual Property (e.g., patent, trademark, software, etc.), (ii) whether the Business Intellectual Property is owned or licensed by Seller, Company or another Person, (iii) if licensed, the name of the licensor and a reference to the license agreement, (iv) with respect to Business Intellectual Property that is owned by Company, whether the Business Intellectual Property is registered or if an application for registration has been filed, and (v) if registered or an application for registration has been filed, the jurisdiction where such Business Intellectual Property is registered or filed, and the registration or other number assigned by the jurisdiction for such registration or filing.

          (b) Neither Seller, Company or any other Seller Affiliate has licensed, sub-licensed or otherwise granted any Person the right to use any of the Business Intellectual Property, except for licenses, subscriptions or similar rights granted in the Ordinary Course of Business.

          (c) To Company’s Knowledge, all Secret Information material to the Business is documented and such documentation is sufficient in detail and content to identify and explain it and to allow its use without reliance on the knowledge or memory of any individual. Seller and Company have taken reasonable precautions to protect the secrecy, confidentiality and value of all Secret Information. Except as would not have a Material Adverse Effect, all Employees and Former Employees with responsibility for the development or implementation of Intellectual Property for Seller or Company have executed written agreements with Seller or Company that (i) assign to Seller or Company all rights to any inventions, improvements or discoveries arising from their services for Seller or Company and (ii) require the Employee or Former Employee, as applicable, to maintain the confidentiality of the Secret Information and to use the same only for the benefit of the Business (collectively, the “NDA/Inventions Agreements”). All NDA/Inventions Agreements will be transferred to Company prior to Closing.

          (d) With respect to the Business Intellectual Property that is owned by Company and that has been registered or for which an application for registration has been filed (collectively, the “Registered Intellectual Property”), no registration relating thereto has lapsed, expired, been abandoned or canceled, or, to Company’s Knowledge, is the subject of cancellation proceedings. None of the Registered Intellectual Property is subject to any maintenance fees, filings or other actions falling due within ninety (90) days after the Closing Date.

          (e) Company owns or possesses adequate rights or enforceable licenses (free of Encumbrances other than Permitted Encumbrances) to use all Business Intellectual Property currently used by Company, or that is necessary for the operation of the Business.

          (f) Company has not infringed on or misappropriated, and Company is not now infringing on or misappropriating, any Intellectual Property right belonging to any Person. No claim is pending or, to Company’s Knowledge, threatened to the effect that any Business Intellectual Property is invalid or unenforceable or that Seller, Company or any other Seller Affiliate is infringing on or misappropriating (or has infringed on or misappropriated) any Intellectual Property rights of any Person. To Company’s Knowledge, no Person is infringing upon or violating any of the Business Intellectual Property. To Company’s Knowledge, no Person claims to have any Intellectual Property rights that interfere with any of the Business Intellectual Property.

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          (g) Seller and/or Company have taken reasonable steps to safeguard the information technology systems utilized in the operation of the Business, including the implementation of procedures to ensure that such information technology systems are free from disabling codes or instructions, timer, copy protection device, clock, counter or other limiting design or routing and any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus,” or other software routines or hardware components that in each case permit unauthorized access or the unauthorized disablement or unauthorized erasure of data or other software by a third party, and to date there have been no successful unauthorized intrusions or breaches of the security of the information technology systems used in the operation of the Business.

          (h) Except for restrictions imposed by applicable Law or by any Contract with a customer or vendor of Company or Seller (but only with respect to the Business), or by other Company policy, Company has the right to sell, use and disclose to third parties all data in any databases used by Company or Seller (but only with respect to the Business) or otherwise possessed or controlled by Seller or Company.

          (i) Schedule 3.17(i) lists the name of each Person (excluding employees of Company or of Seller) who has a copy of any source code to any of the Business Intellectual Property owned by Company or Seller (but only with respect to the Business). Schedule 3.17(i) also lists the name of each customer of the Business who has contractual rights to access any such source code upon the occurrence of certain events.

          (j) Schedule 3.17(j) sets forth the following information for all Software used by the Company: (i) name of Software, (ii) number of licenses for each Software, (iii) expiration date for each Software license, and (iv) whether the Software license is held by Company or Seller.

     3.18 Insurance.

          (a) Schedule 3.18(a) sets forth a true and complete list of all material insurance policies held by Seller for the benefit of Company and sets forth the name of each insurer, amount of coverage, type of insurance, policy number and any material pending claims under such policies.

          (b) For each policy of insurance required to be identified in Schedule 3.18(a), all premiums due with respect thereto are currently paid and neither Company nor Seller has received any written notice that such policy has been or shall be canceled or terminated or will not be renewed on substantially the same terms as are now in effect or the premium on such policy shall be materially increased on the renewal thereof other than general rate increases.

     3.19 Customers and Vendors.

          (a) Schedule 3.19(a) sets forth a complete and accurate list of the following information for each customer of the Business: (i) name of customer, (ii) revenue generated, by product and/or service, from each such customer for fiscal year 2005 and fiscal year 2006, (iii) the amount payable, by product and/or service, by such customer to Company pursuant to existing terms of such customer’s Contract for fiscal years 2007, 2008, 2009, 2010, 2011 and

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2012, and assuming for purposes of Schedule 3.19(a) (A) there are no admissions or other adjustments made after Closing that would change the fees payable under such Contract, (B) there is no default or waiver of any term under the Contract after Closing, and (C) the Contract is not amended, modified or terminated after Closing.

          (b) (i) None of the Company customers has (A) canceled, (B) substantially reduced, (C) notified Company or Seller in writing that it is currently attempting or (D) to Company’s Knowledge, threatening to cancel or substantially reduce, any purchases of technology or services from Company, and (ii) each of Company and Seller has complied in all material respects with its commitments and obligations and is not in default under any of the contracts with Company customers, and no notice of default has been received with respect to any thereof.

          (c) Schedule 3.19(c) contains a true and complete list of the ten (10) largest suppliers and vendors of the Business as measured by Company’s or Seller’s (but only with respect to the Business) purchases of goods or services for the fiscal year ended December 31, 2006, and sets forth opposite each such supplier and vendor the dollar amount of such purchases for such period.

     3.20 Subsidiaries.

     Company has not and does not have any Subsidiaries and does not own any capital stock or other securities of, or any proprietary interest in, any Person.

     3.21 Financial Advisors.

     Except for First Albany Capital, Inc., financial adviser to Seller, no Person has acted, directly or indirectly, as a broker, finder or financial advisor for Company in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

     3.22 Employee Matters.

          (a) Schedule 3.22(a) contains a complete and accurate list of the following information for each Active Employee (as defined in Section 7.1(a)): (i) name; (ii) job title and brief description of primary responsibilities; (iii) whether such Employee’s duties are exclusively related to Company or if such Employee has any duties related to any other business of Seller; (iv) date of hiring or engagement; (v) date of commencement of employment or engagement; (vi) current compensation paid or payable and any change in compensation during the last twelve (12) months or planned in the six (6) months following Closing; (vii) sick and vacation leave that is accrued but unused; (viii) service credited for purposes of vesting and eligibility to participate under any Employee Plan; and (ix) whether such Employee is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights.

          (b) Schedule 3.22(b) contains a complete and accurate list of the following information for each Former Employee who has been terminated or laid off, or whose hours of work have been reduced by more than fifty percent (50%), in the twelve (12) months prior to the date of this Agreement: (i) name, job title and brief description of employment duties; (ii) the

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date of such termination, layoff or reduction in hours; and (iii) the reason for such termination, layoff or reduction in hours.

          (c) To Company’s Knowledge, no Employee is bound by any Contract that purports to limit the ability of such Employee (i) to engage in or continue or perform any conduct, activity, duties or practice relating to Company or (ii) to assign to Seller or to any other Person any rights to any invention, improvement, or discovery.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

     Except as specifically set forth in the Schedules (with specific references to the section or subsection of this Agreement to which the information stated in such disclosure relates), Seller hereby represents, warrants to and agrees with Purchaser as follows, in each case as of the date of this Agreement and as of the Closing Date:

     4.1 Ownership; No Restrictions.

     Seller owns all Shares of Company. Seller has valid title to the Shares and such Shares are free and clear of all Encumbrances. Other than this Agreement, there are no agreements or legally binding commitments, or arrangements relating to the voting, purchase or sale of any Shares owned by Seller, or any preemptive rights, rights of first refusal or similar rights arising under any agreement.

     4.2 Organization and Qualification.

     Seller is a corporation duly organized, validly existing and in good standing under Delaware Law. Seller is not in violation of its certificate of incorporation or bylaws.

     4.3 Authority; Binding Obligation.

     Seller has all requisite power, authority and legal capacity to execute and deliver this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby (the “Seller Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions hereby and thereby. The execution, delivery and performance by Seller of this Agreement, the execution, delivery and performance by Seller of the Seller Documents, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding on the part of Seller is necessary to authorize this Agreement and the Seller Documents, or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Seller Documents will be at or prior to the Closing, duly executed and delivered by Seller. This Agreement constitutes, and the Seller Documents when so executed and delivered, will constitute a legal, valid and binding obligation of Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial

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reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

     4.4 No Conflict; Required Filings and Consents.

          (a) None of the execution, delivery and performance by Seller of this Agreement or the Seller Documents, the fulfillment of and compliance with the respective terms and provisions hereof or thereof, or the consummation by Seller of the transactions contemplated hereby and thereby, will conflict with, or violate any provision of or result in a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation or bylaws of Seller, (ii) any Contract or Permit to which Seller is a party or bound, (iii) any Order of any Governmental Body applicable to Seller or (iv) any applicable Law other than, in the cases of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, termination or cancellations that would not have a Material Adverse Effect.

          (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Person or Governmental Body is required on the part of Seller in connection with the execution and delivery of this Agreement, the compliance by Seller with any of the provisions hereto, or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Material Adverse Effect.

     4.5 Financial Advisors.

     Except for First Albany Capital, Inc., no Person has acted, directly or indirectly, as a broker, finder or financial advisor for Seller in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

     4.6 SEC Matters.

          (a) Seller has filed all reports, schedules, forms, statements and other documents required to be filed by Seller with the SEC since December 31, 2002 (together with all information incorporated therein by reference, the “SEC Documents”), except where the failure to file such SEC Document would not result in a Material Adverse Effect. As of its respective date, each SEC Document complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. Except to the extent that information contained in any SEC Document has been duly revised or superseded by a later-filed SEC Document filed and publicly available prior to December 31, 2006 (a “Filed SEC Document”), none of the SEC Documents contains any untrue statement of a material fact or omits any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

          (b) As of their respective dates of filing with the SEC, the consolidated financial statements (including the related notes) of Seller included in the SEC Documents

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complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). Such consolidated financial statements fairly present the consolidated financial position of Seller and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

          (c) Each of the Chief Executive Officer and Chief Financial Officer of Seller has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act with respect to the applicable SEC Documents filed prior to the date hereof.

          (d) Seller has implemented and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that information relating to Seller, including its consolidated Subsidiaries, required to be disclosed in the reports the Seller files or submits under the Exchange Act is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities.

          (e) Seller is, and since December 31, 2005 has been, in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Except as specifically set forth in the Schedules (with specific references to the section or subsection of this Agreement to which the information stated in such disclosure relates), Purchaser hereby represents, warrants to and agrees with Company and Seller as follows, in each case as of the date of this Agreement and as of the Closing Date:

     5.1 Organization and Qualification.

     Purchaser is a corporation duly organized, validly existing and in good standing under Delaware Law, and has all requisite corporate power and authority to own, operate and lease its assets, to carry on its business as currently conducted, to execute and deliver this Agreement and to carry out the transactions contemplated hereby. Purchaser is duly qualified or authorized to conduct business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or authorization necessary other than where the failure to be so qualified, authorized or in good standing would not have a Material Adverse Effect.

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     5.2 Authority; Binding Obligation.

     Purchaser has all requisite corporate power, authority and legal capacity to execute and deliver this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby to which Purchaser is a party or signatory (the “Purchaser Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement, the execution, delivery and performance by Purchaser of the Purchaser Documents, and the consummation by Purchaser of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding on the part of Purchaser is necessary to authorize this Agreement and the Purchaser Documents, or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Purchaser Documents will be at or prior to the Closing, duly executed and delivered by Purchaser. This Agreement constitutes, and the Purchaser Documents when so executed and delivered, will constitute a legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

     5.3 No Conflict; Required Filings and Consents.

          (a) None of the execution, delivery and performance by Purchaser of this Agreement or the Purchaser Documents, the fulfillment of and compliance with the respective terms and provisions hereof or thereof, or the consummation by Purchaser of the transactions contemplated hereby and thereby, will conflict with, or violate any provision of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation or bylaws of Purchaser, (ii) any Contract or Permit to which Purchaser is a party or Company is bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which Company is bound or (iv) any applicable Law other than, in the cases of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, termination or cancellations that would not have a Material Adverse Effect.

          (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, the compliance by Purchaser with any of the provisions hereto, or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Material Adverse Effect.

     5.4 Litigation.

     There are no material Legal Proceedings pending or, to Purchaser’s Knowledge, threatened against Purchaser, or which question the validity or enforceability of this Agreement or any action contemplated herein.

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     5.5 Financial Capability.

     Purchaser (a) has, and at the Closing will have, sufficient internal funds (without giving effect to any unfunded financing regardless of whether any such financing is committed) available to pay the Purchase Price, the Assumed Employee Liabilities and any expenses incurred by Purchaser in connection with the transactions contemplated by this Agreement, (b) has, and at the Closing will have, the resources and capabilities (financial or otherwise) to perform its obligations hereunder, (c) has not incurred any obligation, commitment, restriction or liability of any kind, which would impair or adversely affect such resources and capabilities and (d) immediately after giving effect to the consummation of the transactions contemplated by this Agreement, Purchaser shall have adequate capital to carry on Company, its businesses and all businesses in which it is about to engage.

     5.6 Purchase for Investment.

     Purchaser is acquiring the Shares for investment purposes and not with a view toward any resale or distribution thereof. Purchaser acknowledges that the securities to be acquired in accordance herewith have not been registered for the purpose of the transactions contemplated by this Agreement or otherwise under the Securities Act of 1933, as amended, or under any state securities laws. Purchaser will not sell or otherwise distribute all or any portion of the securities acquired hereunder except in compliance with applicable laws relating to the sale or other distribution of securities.

     5.7 Financial Advisors.

     No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

ARTICLE VI

COVENANTS AND AGREEMENTS

     6.1 Access to Information.

          (a) Prior to the Closing Date, to the extent permitted by this Section 6.1(a) and applicable Law, Purchaser shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the properties, businesses and operations of Company and, to the extent related to Company or the Business, Seller and such examination of the books and records and Tax reporting positions of Company and, to the extent related to Company or the Business, Seller as Purchaser reasonably requests and to make extracts and copies of such books and records at Purchaser’s own expense. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Seller and Company to cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its representatives shall cooperate with Seller and Company and their representatives and shall use

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commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require Seller or Company to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which Seller or Company is bound. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of Company or Seller, which may not be unreasonably withheld, delayed or conditioned, Purchaser shall not contact any suppliers to, or customers of, Company.

          (b) For a period of three (3) years after the Closing, Purchaser will give Seller reasonable access during Purchaser’s regular business hours upon reasonable advance notice and under reasonable circumstances, subject to restrictions under applicable Law, to books and records transferred to Purchaser to the extent necessary for the preparation of financial statements, regulatory filings or Tax returns of Seller or its Affiliates in respect of periods ending on or prior to Closing, or in connection with any Legal Proceedings. Seller shall be entitled, at its sole cost and expense, to make copies of the books and records to which it is entitled to access pursuant to this Section 6.1(b).

     6.2 Conduct of the Business Pending the Closing.

          (a) Prior to the Closing, except (x) as otherwise expressly contemplated by this Agreement or (y) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Seller and Company shall:

               (i) conduct Company only in the Ordinary Course of Business; and

               (ii) use their commercially reasonable efforts to preserve the present business operations (including, without limitation, customer and supplier relationships), organization (including, without limitation, employee relationships) and goodwill of Company.

               (b) Except (x) as otherwise contemplated by this Agreement or (y) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Company shall not:

               (i) amend its certificate or articles of incorporation or by-laws;

               (ii) redeem or otherwise acquire any shares of its capital stock or issue or pledge any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock;

               (iii) (1) other than in the Ordinary Course of Business or as required by Law or Contract, increase the annual level of compensation of any Employee, (2) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any Employee, (3) increase the coverage or benefits available under any (or create any new) Employee Plan or (4) enter into any employment, deferred compensation, severance, consulting, non-competition, retention or similar agreement with any Employee, (or amend any such agreement) to which Company is a party or involving any Employee except in the Ordinary Course of Business;

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               (iv) subject Company to any Encumbrance, except for Permitted Encumbrances;

               (v) acquire any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material portion of the Material Assets (except pursuant to an existing Contract for fair consideration or a non-exclusive license of Intellectual Property in the Ordinary Course of Business or for the purpose of disposing of obsolete or worthless assets);

               (vi) disclose any of its material trade secrets;

               (vii) make any change in any method of accounting or accounting practice or policy other than those required by GAAP;

               (viii) other than in the Ordinary Course of Business, cancel or compromise any material debt or claim or waive or release any material right of Company;

               (ix) enter into, modify, extend or terminate any labor or collective bargaining agreement or employment agreement;

               (x) enter into or agree to enter into any merger or consolidation with any other Person;

               (xi) other than in the Ordinary Course of Business, cancel or compromise any material debt or claim or waive or release any material right of Company;

               (xii) other than in the Ordinary Course of Business enter into, modify, amend or terminate any Material Contract; or

               (xiii) agree to do anything prohibited by this Section 6.2(b).

     6.3 Appropriate Action; Consents; Filings.

          (a) Upon the terms and subject to the conditions set forth in this Agreement, the Parties shall use their commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things required under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including without limitation (i) executing and delivering any additional instruments necessary, proper or advisable to consummate the transactions contemplated by, and to carry out fully the purposes of, this Agreement, (ii) obtaining from any Governmental Bodies any Permits required to be obtained or made by Purchaser, Company or Seller in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein and (iii) making all necessary filings, and thereafter making any other required submissions, with respect to this Agreement under any applicable Law, including without limitation making any filings required to be made pursuant to the HSR Act; provided that Purchaser and Seller shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing Party and its advisors prior to filing and discussing all reasonable additions, deletions or changes suggested in connection therewith. Seller and Purchaser shall furnish to each other all information required

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for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Any and all filing fees in respect of such filings shall be paid by fifty percent (50%) by Purchaser and fifty percent (50%) by Seller.

          (b) Except as the Parties may otherwise agree, Seller, for itself and on behalf of Company, and Purchaser shall give any notices to third parties, and use their commercially reasonable efforts to obtain at the earliest practicable date all third-party consents, approvals or waivers required to consummate the transactions contemplated in this Agreement; provided however, that Seller or Company shall not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested.

          (c) In the event that either Seller or Purchaser shall fail to obtain any third-party consent, approval or waiver described in Section 6.3(b), such Party shall use its commercially reasonable efforts, and shall take any such actions reasonably requested by the other Party, to minimize any adverse effect upon Seller and Purchaser and their respective businesses resulting, or which could reasonably be expected to result after the Closing, from the failure to obtain such consent, approval or waiver.

     6.4 Further Assurances.

     Purchaser and Seller shall use their commercially reasonable efforts to (a) take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and (b) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement.

     6.5 Preservation of Records.

     Seller and Purchaser agree that each of them shall preserve and keep the records held by it or their Affiliates relating to the Business for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such Party in connection with, among other things, any insurance claims by, Legal Proceedings or tax audits against or governmental investigations of Seller or Purchaser or any of their Affiliates or in order to enable Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Seller or Purchaser wishes to destroy such records after that time, such Party shall first give ninety (90) days prior written notice to the other and such other Party shall have the right at its option and expense, upon prior written notice given to such Party with that ninety (90) day period, to take possession of the records within one hundred eighty (180) days after the date of such notice.

     6.6 Publicity.

          (a) Neither Seller nor Purchaser shall issue any press release or public announcement concerning this Agreement, the Seller Documents, the Company Documents, the Purchaser Documents or the transactions contemplated hereby without obtaining the prior written approval of the other Party hereto, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of Purchaser or Seller, as applicable, disclosure is

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otherwise required by applicable Law or by the applicable rules of any stock exchange on which Purchaser or Seller lists securities, provided that, to the extent required by applicable Law, the Party intending to make such release shall use its commercially reasonable efforts consistent with such applicable Law to consult with the other party with respect to the timing and content thereof.

          (b) Each of Purchaser and Seller agrees that the terms of this Agreement shall not be disclosed or otherwise made available to the public and that copies of this Agreement shall not be publicly filed or otherwise made available to the public, except where such disclosure, availability or filing is required by applicable Law and only to the extent required by such Law. In the event that such disclosure, availability or filing is required by applicable Law, each of Purchaser and Seller (as applicable) agrees to use its commercially reasonable efforts to obtain “confidential treatment” of this Agreement with the U.S. Securities and Exchange Commission (or the equivalent treatment by any other Governmental Body) and to redact such terms of this Agreement as the other Party shall request.

     6.7 Use of Name.

          (a) Purchaser agrees that it shall have no right to use of the name “Quovadx” or any service marks, trademarks, trade names, identifying symbols, logos, emblems, signs or insignia related thereto or containing or comprising the foregoing, including any name or mark confusingly similar thereto (collectively, the “Seller Marks”), and will not at any time hold itself out as having any affiliation with Seller or any of its Affiliates; provided, however, Seller Marks shall not include any of the Business Intellectual Property. In furtherance thereof, as promptly as practicable but in no event later than ninety (90) days following the Closing Date, Purchaser shall remove, strike over or otherwise obliterate all Seller Marks from all materials including, without limitation, any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, computer software, sales collateral, website and other materials.

          (b) Seller (on behalf of itself and its Affiliates) agrees that it shall have no right to use of the name “CareScience” or any service marks, trademarks, trade names, identifying symbols, logos, emblems, signs or insignia related thereto or containing or comprising the foregoing, including any name or mark confusingly similar thereto (collectively, the “CareScience Marks”), and will not at any time hold itself out as having any affiliation with Purchaser or any of its Affiliates. In furtherance thereof, as promptly as practicable but in no event later than one hundred twenty (120) days following the Closing Date, Seller (on behalf of itself and its Affiliates) shall remove, strike over or otherwise obliterate all CareScience Marks from all materials including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, computer software, sales collateral, website and other materials.

     6.8 Notice of Developments.

     Seller shall promptly notify Purchaser of any development or other information occurring after the date hereof, whether or not in the Ordinary Course of Business, which renders any representation, warranty or statement contained in this Agreement or the Schedules hereto inaccurate or incomplete at any time prior to the Closing. The written notice pursuant to this

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Section 6.8 shall be deemed to have amended the Schedules, to have qualified the representations and warranties contained in this Agreement, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the development or information, except for any misrepresentation or breach of warranty that would constitute a Material Adverse Effect.

     6.9 No Solicitation of Transactions.

          (a) Subject to Sections 6.9(b) and 6.9(c), Seller shall not, nor shall it authorize or permit, directly or indirectly, Company or any officer, trustee, director, employee, investment banker, financial advisor, attorney, broker, finder or other agent, representative or Affiliate of Seller to, initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, enter into discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal or release any Person from any standstill agreement or similar obligation to Seller other than the automatic termination of standstill obligations pursuant to the terms of agreements as in effect as of the date hereof, by virtue of the execution and announcement of this Agreement or otherwise. Seller shall take all actions reasonably necessary to cause its officers, trustees, directors, employees, investment bankers, financial advisors, attorneys, brokers, finders and any other agents, representatives or affiliates to immediately cease any discussions, negotiations or communications with any party or parties with respect to any Acquisition Proposal that is active or pending as of the date hereof; provided, however, that nothing in this Section 6.9 shall preclude Seller or its officers, trustees, directors, employees, investment bankers, financial advisors, attorneys, brokers, finders and other agents, representatives or affiliates from complying with the provisions of the last sentence of this Section 6.9. Seller shall be responsible for any failure on the part of Company or its officers, trustees, directors, employees, investment bankers, financial advisors, attorneys, brokers, finders and any other agents, representatives or affiliates to comply with this Section 6.9.

          (b) Seller shall promptly notify Purchaser (but in no event less than twenty-four hours following Seller’s initial receipt of any Acquisition Proposal) of the relevant details relating to an Acquisition Proposal (including the identity of the parties and all material terms thereof) which any of Seller may receive after the date hereof, and shall keep Purchaser informed on a prompt basis as to the status of and any material developments regarding any such proposal.

          (c) Notwithstanding Sections 6.9(a) and 6.9(b) or any other provision of this Agreement to the contrary, following the receipt by Seller of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Sections 6.9(a) and 6.9(b)), the Board may (directly or through advisors or representatives):

               (i) contact such Person and its advisors solely for the purpose of clarifying the proposal and any material terms thereof and the conditions to and likelihood of consummation, so as to determine whether the proposal for an Acquisition Proposal is reasonably likely to lead to a Superior Proposal; and

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               (ii) if the Board determines in good faith following consultation with Seller’s legal and financial advisors that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal, the Board may:

                    (A) furnish non-public information with respect to Company to the Person who made such proposal (provided that Seller (x) has previously or concurrently furnished such information to Purchaser and (y) shall furnish such information pursuant to a confidentiality agreement which is at least as favorable to Seller as the Confidentiality Agreement),

                    (B) disclose to its shareholders any information required to be disclosed under applicable Law,

                    (C) participate in negotiations regarding such proposal; and

                    (D) following receipt of an Acquisition Proposal that constitutes a Superior Proposal (x) terminate this Agreement pursuant to, and subject to compliance with, Section 2.2(f) and (y) take any action that any court of competent jurisdiction orders Seller to take; but in each case referred to in clauses (A) through (D) only if, after complying with this Section 6.9(c), the Board determines in good faith, after consultation with its outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with its duties to Seller or its stockholders under applicable Law. Nothing in this Section 6.9 or elsewhere in this Agreement shall prevent the Board from complying with Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal or from making any required disclosure to Seller’s stockholders if, in the good faith judgment of the Board, after consultation with outside legal counsel, failure to do so would be reasonably likely to be inconsistent with its obligations under applicable Law, including Rule 14d-9 promulgated under the Exchange Act or Item 1012(a) of Regulation M-A; provided, however, that neither Seller nor the Board shall be permitted to recommend pursuant to such provision an Acquisition Proposal which is not a Superior Proposal.

          (d) The Board shall not take any of the actions referred to in clause (D) of Section 6.9(c)(ii) unless the Board has (i) given Purchaser at least three (3) Business Days notice, measured from the receipt of notice of such proposal or the receipt of any material change to the terms thereof, of its intent to take such action and (ii) after taking into account any amendment to this Agreement entered into or to which Purchaser irrevocably covenants to enter into, such Superior Proposal remains a Superior Proposal.

     6.10 Transfers.

          (a) Seller hereby transfers and conveys to Company all the Business Property owned, titled or held by Seller as of the Closing Date, free and clear of all Encumbrances other than Permitted Encumbrances.

          (b) Except for the Material Contracts set forth on Schedule 6.10(b), Seller hereby transfers and assigns to Company all the Material Contracts and Permits for which Seller or a Seller Affiliate other than Company is party or holder thereto, as of the Closing Date, free and clear of all Encumbrances other than Permitted Encumbrances.

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          (c) Seller hereby transfers and assigns to Company all Business Intellectual Property owned by or filed in the name of Seller or a Seller Affiliate other than Company, as of the Closing Date, and, with respect to any Registered Intellectual Property, agrees to perfect such transfer and assignment through the necessary filing, registration and recordation with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of recording ownership by Company of such Registered Intellectual Property.

          (d) To the extent not covered in subsections (a) — (c) of this Section 6.10, Seller hereby transfers and conveys to Company all of the current assets included as part of the Final Working Capital, including all accounts and unbilled receivables of the Company, but excluding cash.

     6.11 Tax Returns and Covenants.

          (a) Except to the extent reflected in the Final Working Capital, Seller shall pay or reimburse Purchaser for all Taxes that become due based on the operation of the Business prior to Closing. Seller shall prepare and file all Tax Returns with the appropriate federal, state, local and foreign governmental agencies relating to the Business for periods ending on or prior to the Closing Date and shall pay all Taxes due with respect to such Tax Returns. Seller shall include the income of the Business (including any deferred items triggered into income by Treasury Regulation Section 1.1502-13, if any, and any excess loss account taken into income under Treasury Regulation Section 1.1502-19, if any) on Seller’s consolidated federal income Tax Returns for all periods through the end of the Closing Date and pay any federal income Taxes attributable to such income. The income of Company shall be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of Company as of the end of the Closing Date.

          (b) Purchaser shall prepare and file, or cause to be prepared and filed, all Straddle Tax Returns required to be filed by Company and shall cause Company to pay the Taxes shown to be due thereon; provided, however, that Seller shall promptly reimburse Purchaser for the portion of such Tax that relates to a Pre-Closing Tax Period to the extent such amounts were not reflected in the Final Working Capital. Such Straddle Tax Returns shall be prepared using the same accounting method and elections used for the preparation of such Tax Returns in the taxable period preceding the Closing unless otherwise required by applicable Law or approved by Seller in writing. Seller shall furnish to Purchaser all information and records reasonably requested by Purchaser for use in preparation of any Straddle Tax Returns. Purchaser shall allow Seller to review, comment upon and reasonably approve without undue delay any Straddle Tax Return at any time during the forty-five (45) day period immediately preceding the filing of such Tax Return. Purchaser and Seller agree to cause Company to file all Tax Returns for any Straddle Period on the basis of a hypothetical closing of the taxable year on the Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period; provided, however, real and personal property Taxes (which are not based on income) shall be determined by reference to the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period.

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          (c) Purchaser and Seller shall cooperate with respect to the preparation and filing of any Tax Return for which the other is responsible pursuant to Section 6.11(a) or (b) hereof.

          (d) Purchaser shall be entitled to retain, or receive immediate payment from Seller of, any refund or credit with respect to Taxes, plus any interest received with respect thereto from the applicable taxing authorities, relating to Company that are described as being the responsibility of Purchaser in Section 6.11(b) hereof. Seller shall be entitled to retain, or receive immediate payment from Purchaser of, any refund or credit with respect to Taxes, plus any interest received with respect thereto from the applicable taxing authorities, relating to Company that are described as being the responsibility of Seller in Section 6.11(a) hereof.

          (e) Without the prior written consent of Purchaser, neither Company nor Seller shall make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any tax claim or assessment relating to Company, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of Company (unless such increase is immaterial) for any period ending after the Closing Date.

          (f) Without the prior written consent of Seller, Company shall not make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any tax claim or assessment relating to Company, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of Company (unless such increase is immaterial) for any period ending prior to the Closing Date.

          (g) All transfer, documentary, sales, use, stamp, registration and other such Taxes and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid fifty percent (50%) by Seller and fifty percent (50%) by Purchaser. Purchaser and Seller will cooperate to file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges.

          (h) Seller shall pay to Purchaser the amount of any Tax benefit (including interest thereon) realized by Seller or any Affiliate thereof as a result of the carryback of any Tax loss, deduction or credit of Company from any taxable period beginning after the Closing Date to a taxable period ending on or before the Closing Date. Seller shall pay such amount to Purchaser within ten (10) Business Days after such Tax benefit is realized by Seller or any of its Affiliates as a refund or otherwise, provided that Purchaser shall return to Seller the amount, if any, by which the amount of such Tax benefit is thereafter reduced pursuant to a final determination.

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     6.12 Covenant Not to Compete; Nonsolicitation.

          (a) For a period of two (2) years from and after the Closing Date, neither Seller nor any Person that Seller directly or indirectly “controls” (as defined in the definition of Affiliates) will engage, directly or indirectly, anywhere in the United States of America in business activities that are competitive with the Business as conducted immediately prior to the Closing, including engaging in any business that offers application service provider solutions and/or professional services to hospitals and healthcare systems in order to help them in the strategic management of quality measurement and cost of care, clinical process improvement, external reporting for quality metrics, and/or patient safety and outcomes.

          (b) For a period of three (3) years from and after the Closing Date, neither Seller nor its Affiliates will, directly or indirectly, hire, solicit for hire or assist others in soliciting for hire any employee who at the time of such hiring or solicitation is, or was at any time during the twelve (12)-month period prior to such hiring or solicitation, employed by Seller, Purchaser, Company or any of their Affiliates on a full-time basis in connection with the Business.

          (c) If any court of competent jurisdiction declares that any term or provision of this Section 6.12 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

          (d) If Seller or any Affiliate of Seller violates any of its obligations under this Section 6.12, Purchaser and its Affiliates may proceed against Seller in law or in equity for such damages or other relief as a court may deem appropriate. Seller acknowledges that a violation of this Section 6.12 may cause Purchaser and its Affiliates irreparable harm which cannot be adequately compensated for by money damages. Seller therefore agrees that in the event of any actual or threatened violation of this Section 6.12, Purchaser and its Affiliates shall be entitled, in addition to other remedies that they may have, to seek a temporary restraining order without the necessity of proving actual damages or posting a bond, and to seek further preliminary and final injunctive relief as allowed by law against Seller or such Affiliate of Seller to prevent any violations of this Section 6.12. Seller further specifically acknowledges and agrees that in the event Seller or any Affiliate of Seller is found by a court of competent jurisdiction to have violated any of Seller’s obligations under Section 6.12 above, Purchaser or an Affiliate of Purchaser shall be entitled to an equitable accounting of all earnings, profits and other benefits arising from any such breach.

          (e) Purchaser and Seller intend to and do hereby confer jurisdiction to enforce the covenants set forth in this Section 6.12 upon the courts of any appropriate jurisdiction within which a violation of this Section 6.12 is alleged to have occurred. In addition to Section 11.9 and not in limitation thereof, if the courts of any one or more of such jurisdictions renders a final decision that holds the covenants set forth in this Section 6.12 unenforceable as a matter of law, in whole or in part, it is the intention of Purchaser and Seller that such determination not bar or in any way adversely affect the right of Purchaser and its Affiliates to equitable relief and remedies hereunder in courts of any other jurisdiction as to breaches or violations of this Section 6.12, such covenants being, for this purpose, severable into diverse and independent covenants.

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     6.13 Confidentiality.

     For a period of three (3) years from and after the Closing Date, Seller and its Affiliates shall keep confidential all information relating to Company, except (a) to the extent required by Law or legal process or (b) for information that is generally available to the public or industry on the Closing Date or thereafter becomes available to the public, other than as a result of a breach of this Section 6.13.

     6.14 Retention and Change in Control Payments. With respect to each Letter Agreement Regarding Retention Bonus and Change in Control Payment described in Section 1 of Schedule 3.14(a), Purchaser shall pay the Retention Bonuses and CIC Payments described therein if and when the same become due; provided, however, Purchaser’s aggregate liability for the Retention Bonuses shall not exceed One Hundred Seventy-Four Thousand Two Hundred Eighty-Five and No/100 Dollars ($174,285) and for the CIC Payments shall not exceed One Hundred Sixteen Thousand One Hundred Ninety and No/100 Dollars ($116,190).

     6.15 Post-Closing Cooperation.

          (a) Business Records. Within 10 business days after the Closing Date, the Seller shall provide the Purchaser with copies of all books, records and files pertaining to the Business, including all sales, marketing, PR, finance, tax, personnel, customer and legal related books, records and files. To the extent such books, records or files are available electronically, the Seller shall also provide the Purchaser with an electronic copy of such books, records and files. The Seller agrees to deliver all finance-related books, records and files to Purchaser’s San Diego, CA office (c/o Craig McKasson) and all other books, records and files to Purchaser’s Charlotte, NC office (c/o Stephanie Alexander).

          (b) Software Licenses. With respect to the Software licenses listed on Schedule 3.17(i) which are currently held by Seller (the “Seller Licenses”), within thirty (30) days of the Closing Date, the Seller agrees to transfer to the Company the Seller Licenses. Seller will allow the Company to continue to use the Software covered by the Seller Licenses, and Seller will be responsible for ensuring that such use is legal and valid, until such time as the transfer described herein is completed. Seller will be responsible for obtaining all consents required to validly transfer the Seller Licenses to Company.

          (c) Payments and Mail. The Seller agrees to forward to the Purchaser within three business days of receipt all mail, documents, instruments and payments pertaining to the Business that are received by the Seller after the Closing.

          (d) Consents. Notwithstanding anything to the contrary in this Agreement, the Seller shall obtain the written, unconditional consent (except for conditions reasonably acceptable to Purchaser) of Maury Regional Hospital and Johns Hopkins Bayview Medical Center to the transactions contemplated by this Agreement (the “Customer Consents”). Seller shall use its reasonable best efforts to obtain the Customer Consents within thirty (30) days after the Closing Date. Seller shall be responsible for compensating Company for any Losses arising from Maury Regional Hospital or Johns Hopkins Bayview Medical Center terminating its Contract with Company as a result of the failure to obtain either of the Customer Consents.

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          (e) Deliverables. Immediately after the Closing Date, Seller shall provide Purchaser with access to all source code and methodologies related to the Existing Products and Services and Planned Products and Services, including all documentation related thereto. Within ten (10) days after the Closing Date, Seller shall deliver to Purchaser a CD with copies of all documentation that was contained in the electronic data room used in connection with the transactions contemplated by this Agreement.

ARTICLE VII

EMPLOYEES AND EMPLOYEE BENEFITS

     7.1 Employees.

          (a) Continuation of Employment. On the Closing Date, Purchaser will cause the Company to continue the employment of each person identified in Schedule 7.1(a)(i) hereto who is an Active Employee of the Company as of the Closing (the “Retained Employees”). For purposes of this Article VII, the term “Active Employee” means each individual who is actively employed by the Company or on an authorized leave of absence from the Company as identified on Schedule 7.1(a). Seller and the Company agree that none of the following individuals (the “Excluded Employees”) will be an Active Employee as of the Closing: (i) Tom Zajac and (ii) Vincent Lewis. Seller assumes all responsibility and potential Liability related to the Excluded Employees. Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Purchaser or the Company to terminate, reassign, promote or demote any of the Retained Employees after the Closing or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such employees.

          (b) Cooperation Regarding Retained Employees. Seller will not take any action which would impede, hinder, interfere or otherwise compete with Purchaser’s or the Company’s effort to retain any of the Retained Employees after Closing. Seller shall use its commercially reasonable efforts to assist Purchaser and the Company in continuing the employment of each of the Retained Employees, including encouraging the Retained Employees to continue their employment with their current employer. Seller agrees to consult and coordinate with Purchaser in advance regarding all material oral or written communications to or meetings with the Retained Employees that occur before or after the Closing Date that deal with the continued employment of the Retained Employees by the Company or Purchaser following the Closing.

          (c) Existing Incentive Compensation Plans. Seller and the Company agree that prior to the Closing Date all incentive compensation Contracts in place between Seller or the Company and any of the Retained Employees (including those identified in Sections 1.KK through 1.III of Schedule 3.14(a)) will be terminated, and that Seller shall retain all Liabilities with respect to all such incentive compensation Contracts.

     7.2 Seller’s Employee Benefit Plans.

          (a) Except for the Assumed Employee Liabilities or as otherwise expressly reflected as a Liability in the Final Working Capital, Seller shall retain all Liabilities under the

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Employee Plans in respect of each employee or former employee (including any beneficiary thereof) who is not a Retained Employee. Except for the Assumed Employee Liabilities and the employee related Liabilities reflected in the Final Working Capital, Seller or its designated Affiliate shall retain all Liabilities in respect of benefits accrued as of the Closing Date by Retained Employees under the Employee Plans, and neither Purchaser nor any of its Affiliates shall have any liability with respect thereto. Except as expressly set forth herein, no assets of any Employee Plan shall be transferred to Purchaser or any of its Affiliates or to any plan of Purchaser or any of its Affiliates. Accrued benefits or account balances of Retained Employees under the Employee Plans shall be fully vested as of the Closing Date. Purchaser shall not assume any Seller equity awards. Purchaser shall assume the liability to provide continuation coverage pursuant to Section 4980B of the Code from and after the Closing Date to Active Employees identified in Schedule 7.1(a) hereto who are eligible for continuation coverage benefits.

          (b) With respect to the Retained Employees (including any beneficiary or dependent thereof), Seller shall retain, except for the Assumed Employee Liabilities and the employee related Liabilities reflected in the Final Working Capital, (i) all Liabilities arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) to the extent that such liability or obligation relates to claims incurred (whether or not reported), on or prior to the Closing Date, (ii) all Liabilities arising under any worker’s compensation arrangement to the extent such Liability relates to the period prior to the Closing Date, including Liability for any retroactive worker’s compensation premiums attributable to such period and (iii) all other Liabilities arising under the Employee Plans to the extent any such Liability relates to the period prior to the Closing Date. With respect to any Retained Employees, Purchaser shall assume all accrued and unpaid vacation time to the extent set forth in Final Working Capital.

          (c) With respect to any Retained Employee (including any beneficiary or dependent thereof) who enters a hospital or is on short term disability under any Employee Plan on or prior to the Closing Date and continues in a hospital or on short term disability after the Closing Date, Seller shall be responsible for claims and expenses incurred both before and after the Closing Date in connection with such Person, to the extent that such claims and expenses are covered by an Employee Plan, until such time (if any) that, in the case of a Retained Employee, such Person resumes full time employment with Purchaser or one of its Affiliates and, in the case of any beneficiary or dependent of a Retained Employee, such Person’s hospitalization has terminated. With respect to any Employee Plans covering medical expenses and other costs relating to pregnancies and maternity leave, Seller shall be responsible for all claims (whether or not reported) and expenses incurred during the period prior to and ending on the Closing Date, and Purchaser or one of its Affiliates shall be responsible for such expenses and costs relating to such pregnancies and maternity leave for the period subsequent to the Closing Date.

     7.3 Purchaser Benefit Plans.

     Consistent with the terms of such plans in existence on the Closing Date, Purchaser or one of its Affiliates will recognize all service of the Retained Employees with Seller or any of its Affiliates for purposes of eligibility to participate and vesting in those employee benefit plans, within the meaning of Section 3(3) of ERISA, in which the Retained Employees are enrolled by Purchaser or one of its Affiliates immediately after the Closing Date. Purchaser or one of its

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Affiliates will recognize all services of the Retained Employees with Seller or any of its Affiliates for purposes of accruing vacation benefits under Purchaser’s or one of its Affiliates “employee welfare benefit plans” within the meaning of Section 3(1) of ERISA, but shall not recognize such services for purposes of accruing benefits under any “employee pension benefit plan”, within the meaning of Section 3(2)(A) of ERISA. Purchaser or one of its Affiliates will also cause to be waived all pre-existing conditions and proof of insurability provisions, for all conditions that all Retained Employees and their covered dependents have as of the Closing Date recognizing any pre-enrollment, and waiting periods under Seller’s Employee Benefit Plans in order to satisfy any such waiting periods under Purchaser’s employee benefit plans; provided that nothing in this sentence shall limit the ability of Purchaser and its Affiliates from amending or entering into new or different employee benefit plans or arrangements provided such plans or arrangements treat the Retained Employees in a substantially similar manner as employees of Purchaser or its Affiliate, as applicable, are treated.

     7.4 No Third Party Beneficiaries.

     No provision of this Article VII shall create any third party beneficiary or other rights in any Employee or Former Employee (including any beneficiary or dependent thereof) in respect of continued employment (or resumed employment) with either Purchaser or Company or any of their Affiliates and no provision of this Article VII shall create any such rights in any such Persons in respect of any benefits that may be provided, directly or indirectly, under any Employee Plan or any plan or arrangement which may be established by Purchaser or any of its Affiliates. No provision of this Agreement shall constitute a limitation on rights to amend, modify or terminate after the Closing Date any such plans or arrangements of Purchaser or any of its Affiliates.

ARTICLE VIII

CONDITIONS TO CLOSING

     8.1 Conditions to Obligations of Each Party Under this Agreement.

     The respective obligations of each Party to effect the transactions contemplated in this Agreement shall be subject to the satisfaction at or prior to the Closing of the following condition, which may be waived by agreement of Purchaser and Seller, in whole or in part, to the extent permitted by applicable Law: No Law or Order enacted, issued, promulgated, enforced or entered by any Governmental Body shall be in effect (whether temporary, preliminary or permanent) enjoining, restraining or prohibiting consummation of the Agreement or making the consummation of the Agreement illegal.

     8.2 Additional Conditions to Obligations of Purchaser.

     The obligation of Purchaser to consummate the transactions contemplated in this Agreement is subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived by Purchaser, in whole or in part, to the extent permitted by applicable Law:

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          (a) the representations and warranties made by Company in Article III, which representations and warranties shall be deemed for purposes of this Section 8.2(a) not to include any qualification or limitation with respect to materiality (whether by reference to “Material Adverse Effect” or otherwise), shall be true and correct at and as of the Closing except where the failure thereof to be true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, with the same effect as though such representations and warranties were made at and as of the Closing and Purchaser shall have received a certificate signed by a duly authorized officer of Company, dated as of the Closing Date, to the foregoing effect.

          (b) the representations and warranties made by Seller in Article IV, which representations and warranties shall be deemed for purposes of this Section 8.2(b) not to include any qualification or limitation with respect to materiality (whether by reference to “Material Adverse Effect” or otherwise), shall be true and correct at and as of the Closing except where the failure thereof to be true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, with the same effect as though such representations and warranties were made at and as of the Closing and Purchaser shall have received a certificate signed by a duly authorized officer of Seller, dated as of the Closing Date, to the foregoing effect.

          (c) Company shall have performed or complied in all material respects with its respective agreements and covenants required by this Agreement to be performed or complied with by Company on or prior to the Closing Date. Purchaser shall have received a certificate signed by a duly authorized officer of Seller dated as of the Closing Date to that effect.

          (d) Seller shall have performed or complied in all material respects with its respective agreements and covenants required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date. Purchaser shall have received a certificate signed by a duly authorized officer of Seller dated as of the Closing Date to that effect.

          (e) Seller shall have procured the consents of third-parties and Governmental Bodies and provided the notices specified in Schedule 8.2(e) which shall be delivered to Purchaser at Closing.

          (f) During the period from the date hereof to the Closing, no change, event or effect shall have occurred that has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect with respect to Company.

          (g) Seller shall have executed and delivered to Purchaser a transition services agreement, substantially in the form of Schedule 8.2(g).

          (h) Tom Zajac shall have executed and delivered to Purchaser a non-solicitation, non-compete and confidentiality agreement, substantially in the form of Schedule 8.2(h).

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          (i) Seller shall have delivered to Purchaser certificates representing all of the Shares, free and clear of any Encumbrances, accompanied by duly executed stock powers, in form and substance reasonably satisfactory to Purchaser for transfer to Purchaser.

          (j) Seller shall have delivered to Purchaser the original minute books, stock certificate books and stock ledger of Company.

          (k) Seller shall have delivered to Purchaser an opinion from Hogan & Hartson L.L.P., counsel to Seller and Company, substantially in the form of Schedule 8.2(k).

          (l) To the extent requested by Purchaser, Seller shall have delivered to Purchaser signed resignations of each director and officer (other than Tom Zajac) of Company, in form and substance reasonably satisfactory to Purchaser.

          (m) Seller shall have delivered to Purchaser an executed release from Seller, substantially in the form of Schedule 8.2(m).

          (n) Seller shall have delivered to Purchaser a certificate of the secretary of Seller, in form and substance reasonably satisfactory to Purchaser, certifying that (i) attached thereto is a true, correct and complete copy of (A) the certificate of incorporation of Seller certified as of a recent date by the Secretary of State of Delaware and the bylaws of Seller, (B) resolutions duly adopted by the Board and sole stockholder of Company authorizing the performance of the transactions contemplated by this Agreement and the execution and delivery of this Agreement and the Seller Documents and (C) a certificate of good standing as of a recent date of Seller from the State of Delaware, (ii) the resolutions referenced in Subsection (i)(B) are still in effect, and (iii) nothing has occurred since the date of the issuance of the certificate(s) referenced in Subsection (i)(C) that could adversely affect Seller’s existence or good standing in any such jurisdiction.

          (o) Seller shall have delivered to Purchaser a certificate of the secretary of Company, in form and substance reasonably satisfactory to Purchaser, certifying that (i) attached thereto is a true, correct and complete copy of (A) the certificate of incorporation of Company certified as of a recent date by the Secretary of State of Pennsylvania and the bylaws of Company and (B) a certificate of good standing as of a recent date of Company from the State of Pennsylvania; and (ii) nothing has occurred since the date of the issuance of the certificate(s) referenced in Subsection (i)(B) that could adversely affect Company’s existence or good standing in any such jurisdiction.

          (p) Seller shall have provided Purchaser written documentation, in form and substance acceptable to Purchaser, showing that the transfers described in Section 6.10 have been validly completed and, notwithstanding Section 6.3, that all notices and consents of any third-parties or Governmental Bodies that were required or necessary to complete such transfers have been obtained or given.

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     8.3 Conditions to Obligations of Seller.

     The obligation of Seller to consummate the transactions contemplated in this Agreement is subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived by Seller, in whole or in part, to the extent permitted by applicable Law:

          (a) the representations and warranties made by Purchaser in Article V, which representations and warranties shall be deemed for purposes of this Section 7.3(a) not to include any qualification or limitation with respect to materiality (whether by reference to “Material Adverse Effect” or otherwise), shall be true and correct at and as of the Closing except where the failure thereof to be true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, with the same effect as though such representations and warranties were made at and as of the Closing and Seller shall have received a certificate signed by a duly authorized officer of Purchaser, dated as of the Closing Date, to the foregoing effect;

          (b) Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing. Seller shall have received a certificate signed by a duly authorized officer of Purchaser to that effect; and

          (c) Purchaser shall have delivered, or caused to be delivered, to Seller evidence of the wire transfers referred to in Section 1.3.

ARTICLE IX

INDEMNIFICATION

     9.1 Survival of Representations and Warranties.

     The representations and warranties of the Parties contained in this Agreement shall survive the Closing and shall remain operative and in full force and effect for a period of eighteen (18) months after the Closing Date (the “Survival Period”). Any claim for indemnification for a breach of a representation or warranty not made by Purchaser on or prior to the expiration of the Survival Period will be irrevocably and unconditionally released and waived. All of the covenants or other agreements of the Parties contained in this Agreement shall survive until fully performed or fulfilled, unless and to the extent only that non-compliance with such covenants or agreements is waived in writing by the party entitled to such performance.

     9.2 Indemnification by Seller.

     Subject to Sections 9.1 and 9.5, Seller shall indemnify and hold harmless Purchaser and its officers, directors, employees, agents and Affiliates from and against any Losses incurred by them related to, or arising directly or indirectly out of:

          (a) any breach of a representation or warranty of Seller or Company contained in this Agreement, the Company Documents or the Seller Documents; or

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          (b) any breach of any covenant or obligation of Seller or Company contained in this Agreement, the Company Documents or the Seller Documents.

     9.3 Indemnification by Purchaser.

     Subject to Sections 9.1 and 9.5, Purchaser agrees to indemnify and hold Seller and its officers, directors, employees, agents and Affiliates harmless from and against any Losses incurred by them related to, or arising directly or indirectly out of:

          (a) any breach of a representation or warranty of Purchaser contained in this Agreement, the Company Documents or the Purchaser Documents;

          (b) any breach of any covenant or obligation of Purchaser contained in this Agreement, the Company Documents or the Purchaser Documents; or

          (c) any claims, amounts due for salary, benefits or otherwise, liabilities, obligations, losses, damages, reasonable costs, reasonable expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, reasonable costs of investigation and reasonable attorneys’ fees and expenses) relating to a Retained Employee for any reason due to any Retained Employee’s termination or deemed termination of employment on or after the Closing Date for any reason.

     9.4 Notice of Claim.

          (a) If any action is brought against any Person entitled to indemnification pursuant to Sections 9.2 or 9.3 (a “Claimant”) in respect of a claim under Sections 9.2 or 9.3 (an “Indemnification Claim”)(regardless of the limitations set forth in Section 9.5), the Claimant shall promptly notify the Indemnifying Party in writing of the institution of such action (but the failure so to notify shall not relieve Seller or Purchaser, as the case may be (the “Indemnifying Party”), from any liability the Indemnifying Party may have except to the extent such failure prejudices the Indemnifying Party). The Indemnifying Party shall have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Claimant, and to defend against, negotiate, settle or otherwise deal with any claim for indemnification. If the Indemnifying Party shall undertake to settle, compromise or defend any such asserted liability, it shall notify the Claimant of its intention to do so within thirty (30) days (or sooner, if the nature of the claim so requires). The Claimant agrees to reasonably cooperate with the Indemnifying Party and its counsel in the settlement, compromise of, or defense against, any such asserted liability. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Claimant shall have the right to employ one firm of separate counsel and to participate in the defense of such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Indemnifying Party to represent the Claimant would present such counsel with a conflict of interest in the reasonable opinion of counsel to the Indemnifying Party, or (ii) the Indemnifying Party shall authorize the Claimant to employ separate counsel at the expense of the Indemnifying Party; provided, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Claimants in connection with any Indemnification Claim. If the Indemnifying Party elects not

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to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, the Claimant may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. The Claimant shall cooperate in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The party controlling the defense of any such asserted liability shall deliver, or cause to be delivered to the other party, upon the request of the other party, copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of any such Indemnification Claim, and timely notices of, and the right to participate in (as an observer), any hearing or other court proceeding relating to such Indemnification Claim.

          (b) A claim for indemnification for any matter not involving a third-Person claim may be asserted by notice to the party from whom indemnification is sought; provided, however, that failure to so notify the Indemnifying Party shall not preclude the Claimant from any indemnification which it may claim in accordance with this Article IX.

     9.5 Limitations.

          (a) An Indemnifying Party shall not have any liability under Sections 9.2(a) or Section 9.3(a) unless the aggregate amount of Losses incurred by the indemnified parties thereunder exceeds Three Hundred Eighty Thousand and No/100 Dollars ($380,000) (the “Basket”), and then only to the extent of such excess; provided, however, that the Basket shall not apply to Losses associated with fraud or willful misrepresentation. In no event shall the aggregate indemnification liability under Section 9.2(a) or Section 9.3(a) of either Seller or Purchaser exceed Five Million and No/100 Dollars ($5,000,000) (the “Cap”); provided, however, that the Cap shall not apply to Losses associated with fraud or willful misrepresentation.

          (b) No Claimant shall be required to indemnify any Claimant to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from the bad faith, gross negligence or willful misconduct of the party seeking indemnification.

          (c) Purchaser shall not make any claim for indemnification under this Article IX in respect of any amounts that are included in the calculation of any adjustment to the Purchase Price pursuant to Section 1.4.

     9.6 Calculation of Losses.

          (a) The amount of any Losses for which indemnification is provided under this Article IX shall be net of any amounts actually recovered by the indemnified party under insurance policies or otherwise with respect to such Losses (net of any expenses incurred in connection with such recovery). Each of Purchaser and Seller shall use its commercially reasonable efforts to recover under insurance policies for any Losses prior to seeking indemnification under this Agreement.

          (b) If the amount of any Loss for which indemnification is provided under this Article IX gives rise to a currently realizable Tax Benefit (as defined below) to the

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Claimant making the Indemnification Claim, then the Indemnification Claim shall be (i) increased to take account of any net Tax cost incurred by the Claimant arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax Benefit realized by the Claimant arising from the incurrence or payment of any such Loss. To the extent such Indemnification Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which any Indemnification Claim is made gives rise to a subsequently realized Tax Benefit to the Claimant that made the Indemnification Claim, such Claimant shall refund to the Indemnifying Party the amount of such Tax Benefit (with and including any gross-up payment made pursuant to this Section 9.6 with respect to such Tax Benefit) when, as and if realized (it being understood that such Claimant shall use its reasonable efforts to realize such Tax Benefit). For purposes of this Section 9.6, a “Tax Benefit” means an amount by which the Tax liability of the party (or group of corporations including the party) is actually reduced (including by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) plus any related interest received from the relevant taxing authority. In computing the amount of any such Tax cost or Tax Benefit, the Claimant shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. For purposes of this Section 9.6, a Tax Benefit is “currently realizable” to the extent that such Tax Benefit can be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnification Claim. The amount of any increase, reduction or payment hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870-AD or successor form) with respect to the Claimant’s liability for Taxes, and payments between the parties to this Agreement to reflect such adjustment shall be made if necessary. Any indemnity payment under this Article IX shall be treated as an adjustment to the value of the asset upon which the underlying Indemnification Claim was based, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to the indemnified party or any of its Affiliates causes any such payment not to be treated as an adjustment to the value of the asset for United States federal income tax purposes.

          (c) Notwithstanding anything to the contrary in this Agreement, for purposes of this Article IX in determining the existence of a breach of any representation, warranty, covenant or agreement and the amount of any Losses, the phrases “material,” “materially,” “in all material respects,” “Material Adverse Effect” and any similar phrase shall be disregarded.

     9.7 Tax Treatment of Indemnity Payments.

     Seller and Purchaser agree to treat any indemnity payment made pursuant to this Article IX as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes.

     9.8 Exclusive Remedy.

     From and after the Closing, except in the event of fraud and willful misrepresentation (in which case the Parties shall be entitled to exercise all of their rights, and seek all Losses available to them, under law or in equity), the sole and exclusive remedy for any breach or failure to be true and correct, or alleged breach or failure to be true and correct, of any representation or

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warranty or any covenant or agreement in this Agreement, shall be indemnification in accordance with this Article IX. In furtherance of the foregoing, each of the parties hereby waive, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contributions, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against Seller or Purchaser, as the case may be, arising under or based upon any federal, state or local Law (including such Law relating to environmental matters or arising under or based upon any securities Law, common Law or otherwise). Notwithstanding the foregoing, this Section 9.8 shall not operate to (i) interfere with or impede the operation of the provisions of Article I providing for the resolution of certain disputes relating to the Purchase Price between the Parties and/or by an Independent Accountant or (ii) limit the rights of the parties to seek equitable remedies (including specific performance or injunctive relief).

     9.9 Sole Source of Funds to Pay Indemnification Claims.

     Except in the event of fraud and willful misrepresentation, the sole and exclusive means by which Purchaser shall be indemnified for an Indemnification Claim made pursuant to Section 9.2(a) shall be from the proceeds, if any, recovered by Purchaser under the Representations and Warranties Insurance Policy (Policy Number DR 0241977).

ARTICLE X

DEFINITIONS

     10.1 Certain Definitions.

     (a) For purposes of this Agreement, the following terms shall have the meanings specified in this Section 10.1:

     “Acquisition Proposal” means any proposal or offer for, whether in one transaction or a series of related transactions, any (a) sale or other disposition, directly or indirectly, by merger, consolidation, share exchange or any similar transaction, of (i) Company and any assets of Seller associated with the Business representing ten percent (10%) or more of the assets of the Business, (b) issue, sale or other disposition by Seller (including by way of merger, consolidation, share exchange or any similar transaction) securities (or Options, rights or warrants to purchase, or securities convertible into, such securities) representing twenty percent (20%) or more of the votes associated with the outstanding voting equity securities of Company, (c) tender offer or exchange offer in which any Person or “group” (as such term is defined under the Exchange Act) shall acquire beneficial ownership (as such term is defined in Rule 13d 3 under the Exchange Act), or the right to acquire beneficial ownership, of twenty percent (20%) or more of the outstanding shares of Company, (d) recapitalization, restructuring, liquidation, dissolution or other similar type of transaction with respect to Company or (e) transaction which is similar in form, substance or purpose to any of the foregoing transactions; provided, however, that the term “Acquisition Proposal” shall not include any of the transactions contemplated by this Agreement.

     “Active Employee” has the meaning set forth in Section 7.1(a).

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     “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise.

     “Agreement” has the meaning set forth in the Preamble.

     “Assumed Employee Liabilities” means the Employee Liabilities that Purchaser is obligated to pay pursuant to Sections 1.3(a) and 6.14.

     “Basket” has the meaning set forth in Section 9.5.

     “Board” means the Board of Directors of Seller.

     “Business” means Seller’s business of providing care management and analytical solutions to hospitals and health systems, including the CareScience division, but specifically excluding the Integration Solutions division, the Rogue Wave Software division and all Seller Services (including all real property, fixed property, personnel, etc. utilized by Seller in providing the Seller Services).

     “Business Day” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

     “Business Intellectual Property” has the meaning set forth in Section 3.17(a).

     “Business Property” has the meaning set forth in Section 3.11(a).

     “Cap” has the meaning set forth in Section 9.5.

     “CareScience Marks” has the meaning set forth in Section 6.7(b).

     “Closing” has the meaning set forth in Section 2.1

     “Closing Date” has the meaning set forth in Section 2.1.

     “Closing Statement” has the meaning set forth in Section 1.4.

     “Closing Working Capital” has the meaning set forth in Section 1.4(a).

     “Code” means the United States Internal Revenue Code of 1986, as amended.

     “Company” has the meaning set forth in the Preamble.

     “Common Stock” has the meaning set forth in the Preamble.

     “Company Documents” has the meaning set forth in Section 3.2.

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     “Company’s Knowledge” means the actual knowledge (i.e. the conscious awareness of facts or other information), after due inquiry or investigation, of those Persons identified on Schedule 10.1(b).

     “Company NOLs” has the meaning set forth in Section 3.15(p).

     “Contract” means any written or oral contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, license or other binding commitment.

     “Contract Consents” has the meaning set forth in Section 3.12(b).

     “Documents” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, ledgers, journals, title policies, customer and supplier lists, regulatory filings, operating data and plans, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.) marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other similar materials related exclusively to Company whether or not in electronic form; provided that “Documents” shall not include duplicate copies of such Documents retained by Seller or its Affiliates subject to the obligations relating to the use and disclosure thereof set forth in this Agreement.

     “Employee” means all individuals including common law employees, independent contractors and individual consultants, as of the date hereof, who are employed or engaged by Company or Seller primarily in connection with the Business, together with individuals who are hired by Company or Seller primarily in connection with the Business after the date hereof and prior to the Closing.

     “Employee Liabilities” means the aggregate amount payable by Seller or Company to or for the benefit of Employees in accordance with the applicable severance, retention or change of control plan or agreements (whether written or oral) or other governing document or policy, including, but not limited to, payments to holders of Seller’s options, as a result of the transactions contemplated by this Agreement (including, “success fees” or bonuses, or severance payments, and any amounts payable to offset any excise Taxes imposed under Section 4999 of the Code and any related income Taxes)

     “Employee Plan” has the meaning set forth in Section 3.14(a).

     “Encumbrance” means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude or transfer restriction.

     “Environmental Law” means any Law that requires or relates to any Hazardous Material or protection of natural resources or the environment, including but not limited to the federal Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.

     “ERISA” means the Employment Retirement Income Security Act of 1974, as amended.

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     “ERISA Affiliates” means Company or any other person or entity that, together with Company, is or was treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

     “Estimated Closing Working Capital” has the meaning set forth in Section 1.4(a).

     “Excluded Employees” has the meaning set forth in Section 7.1(a).

     “Existing Products and Services” has the meaning set forth in Section 3.5(c).

     “Filed SEC Document” has the meaning set forth in Section 4.6(a).

     “Final Working Capital” has the meaning set forth in Section 1.4(f).

     “Financial Statements” means the unaudited working capital balance sheet of Company as of December 31, 2004, 2005 and 2006 and related statements of operating income of Company for the years then ended and the unaudited working capital balance sheet of Company as at February 28, 2007 and related statements of operating income of Company for the two (2) month period ended February 28, 2007.

     “Former Employee” means all individuals (including common law employees, independent contractors and individual consultants) who were employed or engaged by Seller or Company in connection with the Business but who are no longer so employed or engaged on the date hereof.

     “GAAP” means United States generally accepted accounting principles, consistently applied.

     “Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

     “Hazardous Materials” means any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, including any mixture or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and friable asbestos or friable asbestos-containing materials.

     “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the rules and regulations promulgated thereunder.

     “Indebtedness” of any Person means, without duplication, (a) the principal of and, accreted value and accrued and unpaid interest in respect of (i) indebtedness of such Person for money borrowed and (ii) indebtedness evidenced by notes, debentures, bonds or other similar instruments the payment of which such Person is responsible or liable; (b) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities); (c) all obligations of the type referred to in clauses (a) and (b) of any Persons the payment of which such Person is

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responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise; and (d) all obligations of the type referred to in clauses (a) through (c) of other Persons secured by any Encumbrance on any property or asset of such Person (whether or not such obligation is assumed by such Person).

     “Indemnification Claim” has the meaning set forth in Section 9.4(a).

     “Indemnifying Party” has the meaning set forth in Section 9.4(a).

     “Independent Accountant” has the meaning set forth in Section 1.4(d).

     “Intellectual Property” means (a) all United States and foreign patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals and continuations thereof, (b) all inventions (whether patentable or not), invention disclosures, improvements, mask works, trade secrets, manufacturing processes, test and qualification processes, designs, schematics, proprietary information, know-how, technology, technical data and customer lists; (c) all works of authorship (whether copyrightable or not), copyrights, copyright registrations and applications therefor throughout the world, (d) all industrial designs and any registrations and applications therefor throughout the world, (e) all Software, (f) all internet uniform resource locators, domain names, trade names, logos, slogans, designs, trade dress, common law trademarks and service marks, and trademark and service mark and trade dress registrations and applications therefor throughout the world and (g) all similar proprietary rights.

     “IRS” means the United States Internal Revenue Service and, to the extent relevant, the United States Department of Treasury.

     “Law” means any foreign, federal, state or local law, statute, code, ordinance, rule or regulation.

     “Legal Proceeding” means any judicial, administrative or arbitral actions, suits or proceedings (public or private) by or before a Governmental Body.

     "Liability” means any debt, liability or obligation (whether known or unknown, direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due), and including all costs and expenses relating thereto.

     “Losses” means all losses, liabilities, claims, demands, judgments, damages, penalties, fines, suits, actions, costs, fees and expenses, including reasonable attorneys’ fees.

     “Material Adverse Effect” means a material adverse effect on (a) the business, assets, properties, results of operations or financial condition of Company (taken as a whole) or (b) on the ability of Seller to consummate the transactions contemplated by this Agreement; other than an effect resulting from any one or more of the following: (i) the effect of any change in the United States or foreign economies or securities or financial markets in general; (ii) the effect of any change that generally affects any industry in which Company operates and does not disproportionately affect Company or the Business; (iii) the effect of any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or

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military actions existing or underway as of the date hereof; (iv) the effect of any action taken by Purchaser or its Affiliates with respect to the transactions contemplated hereby or with respect to Seller; (v) any matter of which Purchaser is aware on the date hereof; (vi) the effect of any changes after the date hereof that disproportionately affects the Company in applicable Laws or accounting rules or (vii) any effect resulting from the announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement.

     “Material Contract” has the meaning set forth in Section 3.12.

     “Minimum Working Capital” has the meaning set forth in Section 1.4(a).

     “Multiemployer Plan” has the meaning set forth in Section 3.14(c).

     “NDA/Inventions Agreements” has the meaning set forth in Section 3.17(c).

     “Net Working Capital” has the meaning set forth in Section 1.4(a).

     “Order” means any consent, order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

     “Ordinary Course of Business” means the ordinary and usual course of normal day-to-day operations of the Business (excluding all Seller Services).

     “Outside Date” has the meaning set forth in Section 2.2(b).

     “Parties” has the meaning set forth in the Preamble.

     “Permits” means any approvals, authorizations, consents, licenses, permits or certificates of a Governmental Body.

     “Permitted Encumbrances” means (a) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance, (b) statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings and appropriately reserved for in the Financial Statements, (c) mechanics’, carriers’, workers’, repairers’ and similar Encumbrances arising or incurred in the Ordinary Course of Business for amounts not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings and appropriately reserved for in the Financial Statements, (e) zoning, entitlement and other land use and environmental regulations by any Governmental Body, (e) title of a lessor under a capital or operating lease; and (f) in the case of Intellectual Property, non-exclusive license agreements entered into in the Ordinary Course of Business.

     “Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

     “Planned Products and Services” has the meaning set forth in Section 3.5(c).

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     “Pre-Closing Tax Period” has the meaning set forth in Section 3.15(g).

     “Products” means any and all products developed, manufactured, marketed or sold by Company or Seller with respect to Company.

     “Purchase Price” has the meaning set forth in Section 1.2.

     “Purchaser” has the meaning set forth in the Preamble.

     “Purchaser Documents” has the meaning set forth in Section 5.2.

     “Purchaser’s Knowledge” means the actual knowledge (i.e. the conscious awareness of facts or other information), without undertaking any investigation, and not constructive or imputed knowledge, of those Persons identified on Schedule 10.1(c).

     “Real Property Leases” has the meaning set forth in Section 3.10.

     “Registered Intellectual Property” has the meaning set forth in Section 3.17(d).

     “Release” has the meaning as set forth in the Comprehensive, Environmental Response Compensation Act, 42 U.S.C. § 9601 et seq.

     “Retained Employees” has the meaning set forth in Section 7.1(a).

     “SEC Documents” has the meaning set forth in Section 4.6(a).

     “Secret Information” means the source code, documentation and methodology for the Existing Products and Services and Planned Products and Services and any other information qualifying as trade secret material under the Uniform Trade Secret Act.

     “Securities Act” has the meaning set forth in Section 4.6(a).

     “Seller” has the meaning set forth in the Preamble.

     “Seller Documents” has the meaning set forth in Section 4.3.

     “Seller Marks” has the meaning set forth in Section 6.7.

     “Seller Services” has the meaning set forth in Section 3.5(b).

     “Shares” has the meaning set forth in the Preamble.

     “Software” means (a) all computer software programs, together with any error corrections, updates, modifications, or enhancements thereto, in both machine-readable form and human-readable form, whether in source code or object code; (b) databases and electronic compilations, including any and all data and collections of data, whether machine readable or otherwise; (c) descriptions, flow-charts, library functions, algorithms, architecture, structure, display screens and development tools, and other information, work product or tools used to

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design, plan, organize or develop any of the foregoing; and (d) all documentation, including user manuals and training materials, relating to any of the foregoing.

     “Straddle Period” means any taxable period that includes (but does not end on) the Closing Date.

     “Straddle Tax Return” means any Tax Return required to be filed by Company covering a taxable period commencing prior to the Closing Date and ending after the Closing Date.

     “Subsidiary” means any Person of which a majority of the outstanding share capital, voting securities or other voting equity interests are owned, directly or indirectly, by Company.

     “Superior Proposal” means an Acquisition Proposal (on its most recently amended and modified terms, if amended and modified) made by any Person which the Board determines in its good faith judgment (after consultation with Seller’s legal and financial advisors and after taking into account all of the terms and conditions of the Acquisition Proposal, including the conditions to the consummation of the Acquisition Proposal and the financing terms of such Acquisition Proposal) to be more favorable to Seller and Seller’s shareholders than the transactions contemplated by this Agreement from a financial point of view.

     “Survival Period” has the meaning set forth in Section 9.1.

     “Tax Benefit” has the meaning set forth in Section 9.6(b).

     “Tax Return” shall mean all returns, declarations, reports, forms, estimates, information, returns, statements or other documents (including any related or supporting information) filed or required to be filed with or supplied to any Governmental Body in connection with any Taxes.

     “Taxes” shall mean all taxes, charges, fees, duties, levies, penalties or other assessments, including, without limitation, income, gross receipts, excise, real and personal property, sales, transfer, license, payroll, withholding, social security, franchise, unemployment insurance, workers’ compensation, employer health tax or other taxes, imposed by any Governmental Body and shall include any interest, penalties or additions to tax attributable to any of the foregoing.

     “Third-Party Items” has the meaning set forth in Section 3.5(c).

     “WARN” shall mean the Worker Adjustment and Retraining Notification Act of 1988, as amended, and the rules and regulations promulgated thereunder.

          (b) Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

     Calculation of Time Period. When calculating the period of time before which, within which or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

     Dollars. Any reference in this Agreement to $ shall mean U.S. dollars.

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     Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one Schedule shall be deemed to have been disclosed on each other Schedule. Disclosure of any item on any Schedule shall not constitute an admission or indication that such item or matter is material or would have a Material Adverse Effect. No disclosure on a Schedule relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

     Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

     Headings. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.

     Herein. The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

     Including. The word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

     Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

     10.2 Interpretation.

     The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

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ARTICLE XI

MISCELLANEOUS

     11.1 Confidentiality.

     Each of Seller and Purchaser agrees that, unless and until the transactions contemplated hereby shall have been consummated, the letter agreement regarding confidentiality dated as of September 15, 2006, by and among Purchaser and Seller, shall remain in full force and effect.

     11.2 Notices.

     All notices, requests and other communications hereunder to a Party shall be in writing and shall be deemed to have been given (a) on the Business Day sent, when delivered by hand, electronic mail or facsimile transmission (with confirmation) during normal business hours or (b) on the Business Day following the Business Day of sending, if delivered by an overnight courier recognized as providing services nationally in the United States, in each case to such Party at its address (or number) set forth below or such other address (or number) as the Party may specify by notice to the other Parties hereto:

If to Purchaser:
	Premier, Inc.
	12225 El Camino Real
	San Diego, CA 92130
	Facsimile: (858) 794-8720
	Attention: Chief Financial Officer
With a copy (which shall not constitute notice) to:
	Helms Mulliss & Wicker, PLLC
	201 North Tryon Street, 30th Floor
	Charlotte, NC 28202
	Facsimile: (704) 444-8746
	Attention: Marcus Lee
If to Seller or Company:
	Quovadx, Inc.
	7600 E. Orchard Road, Suite 300-S
	Greenwood Village, CO 80111
	Attention: Chief Financial Officer
With a copy (which shall not constitute notice) to:
	Hogan & Hartson L.L.P.
	One Tabor Center
	1200 Seventeenth Street, Suite 1500
	Denver, CO 80202
	Facsimile: (303) 899-7333
	Attention: Paul Hilton

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     11.3 Severability.

     The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, (a) the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible and (b) the remainder of this Agreement and the application of such provision to other Persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

     11.4 Entire Agreement; No Third-Person Beneficiaries.

     This Agreement (including the schedules and exhibits hereto), the Seller Documents, the Company Documents and the Purchaser Documents constitute the entire agreement between the Parties with respect to the transactions contemplated hereby and supersede all prior agreements, written or oral, among the Parties with respect to the subject matter of this Agreement. No representation, warranty, inducement, promise, understanding or condition not set forth in this Agreement has been made or relied on by any Party in entering into this Agreement. Nothing in this Agreement, expressed or implied, is intended to confer on any Person, other than the Parties hereto or their respective successors, any rights, remedies, obligations or liabilities.

     11.5 Waiver; Amendment.

     Any provision of this Agreement may be amended or waived, but only if the amendment or waiver is in writing and signed by the Party or Parties that would have benefited by the provision waived or amended. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

     11.6 Assignment.

     Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties, and any purported assignment in violation of this Section 10.6 will be void, except that Purchaser may without such consent assign its rights under this

54

Agreement to any of its Affiliates or to any lender providing financing to Purchaser or any of its Affiliates; provided, however, that no such assignment by Purchaser shall relieve Purchaser of any of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

     11.7 Expenses.

     Company shall bear all expenses incurred by Company or any representative of Company in connection with the transactions contemplated by this Agreement, and, with respect to such expenses incurred on or before the Closing Date, all such expenses shall have been paid on or before the Closing Date or accrued by Company and included in the Final Working Capital. Except as otherwise expressly provided in this Agreement, Purchaser shall bear all expenses incurred by Purchaser or any of its representatives in connection with the transactions contemplated by this Agreement that are contemplated to be performed before or on the Closing Date. Seller shall bear all expenses incurred by it or any of its Affiliates or representatives in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, (a) if this Agreement is terminated, the obligation of each Party to pay its own expenses shall be subject to any rights of such Party arising from a breach of this Agreement by another Party and (b) Seller shall be solely responsible for paying all fees and expenses of First Albany Capital and any other Person who acted as an investment banker, broker, finder or financial adviser on behalf of Seller, Company or any Seller Affiliate in connection with the transactions contemplated by this Agreement.

     11.8 Specific Performance.

     Without limiting or waiving in any respect any rights or remedies of Purchaser under this Agreement now or hereafter existing at law in equity or by statute, Purchaser shall be entitled to such specific performance of the obligations to be performed by the other Parties in accordance with the provisions of this Agreement without having to prove the inadequacy of any other remedy it may have at law or in equity and without being required to post bond or other security. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any Party may have under this Agreement or otherwise.

     11.9 Governing Law; Disputes.

     This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), shall be governed by and construed in accordance with the internal laws of the State of Delaware. Any action against any Party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware and the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action.

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     11.10 Counterparts.

     This Agreement may be executed in any number of counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. Any signature pages of this Agreement transmitted by telecopier will have the same legal effect as an original executed signature page.

[Signature Page to Follow]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective authorized officers as of the date first written above.

SELLER: QUOVADX, INC.
By:	/s/ Harvey A. Wagner
	Name:	Harvey A. Wagner
	Title:	President and Chief Executive Officer
COMPANY: CARESCIENCE, INC.
By:	/s/ Matthew Pullam
	Name:	Matthew Pullam
	Title:	Treasurer
PURCHASER: PREMIER, INC.
By:	/s/ Richard A. Norling
	Name:	Richard A. Norling
	Title:	Chief Executive Officer

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TABLE OF CONTENTS

ARTICLE I PURCHASE AND SALE OF SHARES; CONSIDERATION	1
1.1 Purchase and Sale of Shares	1
1.2 Consideration	1
1.3 Payment of Purchase Price and Other Amounts	1
1.4 Purchase Price Adjustment	2
ARTICLE II CLOSING AND TERMINATION	4
2.1 Closing Date	4
2.2 Termination	4
2.3 Procedure Upon Termination	5
2.4 Effect of Termination	5
2.5 Expenses	5
ARTICLE III REPRESENTATIONS AND WARRANTIES OF COMPANY	5
3.1 Organization and Qualification	6
3.2 Authority; Binding Obligation	6
3.3 No Conflict; Required Filings and Consents	6
3.4 Capital Stock	7
3.5 The Business	7
3.6 Financial Statements and Condition; No Liabilities	8
3.7 Absence of Certain Developments	9
3.8 Litigation	9
3.9 Compliance with Laws; Permits	10
3.10 Real Property Leases	10
3.11 Personal Property	11
3.12 Material Contracts	11
3.13 Labor	13
3.14 Pension and Benefit Plans	13
3.15 Taxes and Tax Matters	14
3.16 Environmental Matters	16
3.17 Intellectual Property	16
3.18 Insurance	18
3.19 Significant Customers	18

3.20 Subsidiaries	19
3.21 Financial Advisors	19
3.22 Employee Matters	19
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER	20
4.1 Ownership; No Restrictions	20
4.2 Organization and Qualification	20
4.3 Authority; Binding Obligation	20
4.4 No Conflict; Required Filings and Consents	21
4.5 Financial Advisors	21
4.6 SEC Matters	21
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER	22
5.1 Organization and Qualification	22
5.2 Authority; Binding Obligation	23
5.3 No Conflict; Required Filings and Consents	23
5.4 Litigation	23
5.5 Financial Capability	24
5.6 Purchase for Investment	24
5.7 Financial Advisors	24
ARTICLE VI COVENANTS AND AGREEMENTS	24
6.1 Access to Information	24
6.2 Conduct of the Business Pending the Closing	25
6.3 Appropriate Action; Consents; Filings	26
6.4 Further Assurances	27
6.5 Preservation of Records	27
6.6 Publicity	27
6.7 Use of Name	28
6.8 Notice of Developments	28
6.9 No Solicitation of Transactions	29
6.10 Transfers	30
6.11 Tax Returns and Covenants	31
6.12 Covenant Not to Compete; Nonsolicitation	32
6.13 Confidentiality	34

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ARTICLE VII EMPLOYEES AND EMPLOYEE BENEFITS	35
7.1 Employees and Offers of Employment	35
7.2 Seller’s Employee Benefit Plans	35
7.3 Purchaser Benefit Plans	36
7.4 No Third Party Beneficiaries	37
ARTICLE VIII CONDITIONS TO CLOSING	37
8.1 Conditions to Obligations of Each Party Under this Agreement	37
8.2 Additional Conditions to Obligations of Purchaser	37
8.3 Conditions to Obligations of Seller	40
ARTICLE IX INDEMNIFICATION	40
9.1 Survival of Representations and Warranties	40
9.2 Indemnification by Seller	40
9.3 Indemnification by Purchaser	41
9.4 Notice of Claim	41
9.5 Limitations	42
9.6 Calculation of Losses	42
9.7 Tax Treatment of Indemnity Payments	43
9.8 Exclusive Remedy	43
ARTICLE X DEFINITIONS	44
10.1 Certain Definitions	44
10.2 Interpretation	52
ARTICLE XI MISCELLANEOUS	53
11.1 Confidentiality	53
11.2 Notices	53
11.3 Severability	54
11.4 Entire Agreement; No Third-Person Beneficiaries	54
11.5 Waiver; Amendment	54
11.6 Assignment	54
11.7 Expenses	55
11.8 Specific Performance	55
11.9 Governing Law; Disputes	55
11.10 Counterparts	56

iii

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

INVESTOR CONTACT:	MEDIA CONTACT:
Rebecca Winning	Andrea Lashnits
Quovadx, Inc.	Quovadx, Inc.
720-554-1346	720-554-1246
rebecca.winning@quovadx.com	andrea.lashnits@quovadx.com

QUOVADX INC. ANNOUNCES SALE OF CARESCIENCE DIVISION AND DEFINITIVE
AGREEMENT TO SELL QUOVADX TO BATTERY VENTURES

Greenwood Village, CO — April 2, 2007 — Quovadx Inc., (Nasdaq: QVDX), a global software and vertical solutions company, today announced two transactions that resulted from the Company’s previously announced review of strategic alternatives: the sale of the CareScience division and an agreement to sell the remainder of Quovadx, Inc.

On Friday, March 30, 2007, Quovadx completed the sale of its CareScience division to Premier Inc. healthcare alliance for $34.9 million.

In a second and separate transaction, on Sunday April 1, 2007, Quovadx then entered into a definitive agreement to sell the Company — which includes the remaining Rogue Wave Software and Integration Solutions operating divisions — to Battery Ventures, a venture capital and private equity firm focused on investing in technology and innovation worldwide. The purchase price for Quovadx, which includes the proceeds received from the CareScience sale, is $136.7 million, subject to a working capital adjustment at closing. Thus, stockholders are expected to receive $136.7 million, or $3.15 per share, a 24 percent premium when compared to the closing price of Quovadx stock on Friday, March 30, 2007.

“Today’s announcement comes as a result of a thorough review of a broad range of strategic alternatives by the Quovadx Board of Directors and the Company’s management,” said Harvey A. Wagner, chief executive officer of Quovadx. “Since joining the Company in May 2004, my goal has been to deliver value to our stockholders. We believe these transactions

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represent the clearest path to delivering value, while insulating investors from market risks and uncertainties.”

Premier Transaction

On Friday, March 30, 2007, Quovadx, Inc. and Premier Inc. simultaneously signed a definitive agreement and closed the related transaction wherein Premier purchased all outstanding shares of CareScience stock for $34.9 million, or a multiple of approximately 2.3 times CareScience’s 2006 revenue. The transaction was approved by the Boards of Directors of both Quovadx and Premier. The final purchase price is subject to certain post-closing adjustments, including the final calculation of working capital for CareScience as of March 31, 2007. The sale is not expected to result in any income taxes due from Quovadx.

“We are pleased with the sale of CareScience to such a strong organization as Premier,” added Wagner. “We believe that the combination of CareScience’s expertise and products with Premier’s industry leading position will provide growth opportunities for CareScience employees and powerful solutions to CareScience customers, partners and prospects. We anticipate a smooth transition process to Premier for our employees, customers and partners.”

“CareScience’s robust clinical analytics, research capabilities and dedicated employees enhance Premier’s industry-leading capabilities for improving healthcare quality while safely reducing the cost of care,” said Stephanie Alexander, Premier senior vice president. “We look forward to creating new and enhanced solutions that will provide hospitals and health systems greater access to the expertise, clinical research and knowledge-sharing they need to meet the critical challenges facing healthcare today.”

Battery Ventures Transaction

On Sunday, April 1, 2007, Quovadx Inc. and Battery Ventures entered into an agreement wherein Battery Ventures will acquire 100 percent of the outstanding shares of the common stock of Quovadx, Inc. for $136.7 million payable to Quovadx stockholders. Stockholders are therefore expected to receive $3.15 per share, subject to certain post-closing adjustments. The estimated per share price includes the net proceeds from the March 30, 2007 sale of the Company’s CareScience division.

The Board of Directors of Quovadx, Inc. has unanimously approved the definitive agreement and will recommend that Quovadx’s stockholders approve the transaction.

“The Quovadx Board and management team believe that this transaction represents the best opportunity to deliver value to stockholders and the best match for our employees, customers, and partners,” Wagner continued. “We’re pleased that an investor of Battery Ventures’ caliber recognized the value of the ISD and Rogue Wave Software divisions. We believe this

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transaction will enable both businesses to better focus on their respective customers and markets and will provide access to increased financial support to fund growth.”

“We have a long history of partnering with technology companies to support profitable growth and are excited by the opportunity to invest in ISD and Rogue Wave Software,” said Dave Tabors, general partner at Battery. “Both organizations are well positioned to move forward as independent entities, focused on delivering market-leading technologies to their customers. Our extensive experience combined with an infusion of capital will support both divisions’ quests for organic growth as well as growth through acquisition.”

The proposed transaction is subject to customary conditions to closing, including the affirmative vote of Quovadx stockholders. The Company expects to file a proxy related to this transaction and to hold a special meeting for stockholders promptly following clearance of its proxy materials from the SEC. The proposed transaction is expected to close within 90 days. Upon closing, Quovadx, Inc. will no longer be publicly traded on the NASDAQ stock market.

Additional details on these transactions are described in a related Form 8-K, filed with the SEC on April 2, 2007, and currently available at www.sec.gov. In addition, more detailed information on the Battery Ventures transaction will be provided in an upcoming proxy statement, which is scheduled to be filed with the SEC and mailed to Quovadx stockholders in June 2007.

First Albany Capital, Inc. acted as the exclusive financial advisor to the Company on the transactions.

Conference Call
Quovadx will host a conference call today, April 2, 2007, at 10:00 AM MT/12:00 PM ET, which will be broadcast live over the Internet. Please visit the “Investors” section of the Company’s Website at http://www.investors.quovadx.com and click on the Investor Events page. For those who cannot access the live broadcast, a replay of the presentation will be archived on the Web cast and Presentation page of the Investor Relations section of the Company’s Website. In addition, an audio replay of the call will be available through April 9, 2007 by calling toll free at 888-286-8010 and entering pass code 24090702.

About Premier, 2006 Malcolm Baldrige National Quality Award recipient
Serving more than 1,700 hospitals and 45,000 other healthcare sites, Premier Inc. is the largest healthcare alliance in the United States dedicated to improving patient outcomes while safely reducing the cost of care. Owned by not-for-profit hospitals, Premier operates the nation’s largest healthcare purchasing network, the most comprehensive repository of hospital clinical and financial information and one of the largest policy-holder owned, hospital professional liability risk-retention groups in healthcare. Headquartered in San Diego, Premier has offices in Charlotte, N.C. and Washington, D.C.. For more information, visit www.premierinc.com.

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About Battery Ventures
Since 1983, Battery Ventures has been investing in technology and innovation worldwide. The firm partners with entrepreneurs and management teams across technology sectors, geographies and stages of a company’s life, from start-up and expansion financing, to growth equity and buyouts.

Battery Ventures has supported many breakthrough companies around the world, including: Airespace (acquired by Cisco), Akamai Technologies (AKAM), Cbeyond (CBEY), LIFFE (acquired by Euronext), and Neoteris (acquired by NetScreen). Its current portfolio includes emerging firms such as BladeLogic, Lion Cells, Netezza, Spot Runner, and Tejas Networks, as well as more established companies such as ITA Software, Consona (formerly Made2Manage), MetroPCS, and Nova Analytics.

From offices in Boston, Silicon Valley and Israel, Battery Ventures manages more than $2 billion in committed capital. For more information, visit www.battery.com.

About Quovadx, Inc.
Quovadx (Nasdaq: QVDX) offers software and services for software system development, extension, and integration to enterprise customers worldwide. Quovadx has two divisions, including the Integration Solutions division (ISD), which offers private and public healthcare and healthcare IT organizations software infrastructure to facilitate system interoperability and leverage existing technology, and, the Rogue Wave Software division, which provides reusable software components and services for enterprise-class application development and high-performance SOA. A third division, CareScience, was sold to Premier on March 30, 2007. For more information, please visit www.quovadx.com.

Additional Information about the Merger and Where to Find It
This communication is being made in respect of the proposed merger transaction involving Quovadx, Inc. and Battery Ventures. In connection with the transaction, Quovadx, Inc. will file a proxy statement with the SEC. Quovadx stockholders are urged to read the proxy statement carefully and in its entirety when it becomes available because it will contain important information about the proposed transaction.

The final proxy statement will be mailed to Quovadx stockholders. In addition, the proxy statement and other documents will be available free of charge from the SEC Internet Web site, http://www.sec.gov. When available, the proxy statement and other pertinent documents also may be obtained for free at Quovadx’s Web site, www.investors.quovadx.com or by contacting Rebecca Winning via email at rebecca.winning@quovadx.com, or by phone at 720-554-1346.

Quovadx directors, officers, other members of management and employees may be deemed to be participants in the solicitation of proxies in respect to the proposed transactions. Information regarding Quovadx’s directors and executive officers is detailed in its proxy

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statements and annual reports on Form 10-K, previously filed with the SEC, and the proxy statement relating to the proposed transactions, when it becomes available.

Cautionary Statement
Certain forward-looking statements are included in this release, including statements relating to a proposed transaction between Quovadx Inc. and Battery Ventures. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Quovadx management’s current expectations regarding the proposed transaction, and speak only as of the date of this release. Investors are cautioned that all forward-looking statements in this release involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements. Such risks and uncertainties include, among other things: i) that Quovadx stockholders will not support or approve the transaction in a timely manner, if at all; ii) that the closing of the transaction with Battery Ventures could be materially delayed or more costly and difficult than expected; iii) that the final value of the transaction could be adversely affected by changes in working capital; and/or iv) that the transaction will not be consummated. A full discussion of known risks and uncertainties is included in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the SEC, copies of which are available without charge from the Company. These filings are also available electronically through a link from the Quovadx Investor Relations Web page or from the SEC Web site at www.sec.gov under “Quovadx, Inc.” If any of the events described in those filings were to occur, either alone or in combination, it is likely that the Company’s ability to reach the results described in the forward-looking statements could be impaired and the Company’s stock price could be adversely affected. Quovadx does not undertake any obligation to update or correct any forward-looking statements included in this release to reflect events or circumstances occurring after the date of this release.

###

5

EX-99.2

Exhibit 99.2

Conclusion of Quovadx Strategic Review: The Clearest Path to Value

Certain forward-looking statements are included in this release, including statements relating to a proposed transaction between Quovadx Inc. and Battery Ventures. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Quovadx management's current expectations regarding the proposed transaction, and speak only as of the date of this release. Investors are cautioned that all forward-looking statements in this release involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements. Such risks and uncertainties include, among other things: i) that Quovadx stockholders will not support or approve the transaction in a timely manner, if at all; ii) that the closing of the transaction with Battery Ventures could be materially delayed or more costly and difficult than expected; iii) that the final value of the transaction could be adversely affected by changes in working capital; and/or iv) that the transaction will not be consummated. A full discussion of known risks and uncertainties is included in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the SEC, copies of which are available without charge from the Company. These filings are also available electronically through a link from the Quovadx Investor Relations Web page or from the SEC Web site at www.sec.gov under "Quovadx, Inc." If any of the events described in those filings were to occur, either alone or in combination, it is likely that the Company's ability to reach the results described in the forward-looking statements could be impaired and the Company's stock price could be adversely affected. Quovadx does not undertake any obligation to update or correct any forward-looking statements included in this release to reflect events or circumstances occurring after the date of this release. QUOVADX and the QUOVADX logo are registered trademarks, of Quovadx, Inc. All other company and product names mentioned may be trademarks of the companies with which they are associated. Safe Harbor Statement

About Quovadx Historical issues presented a number of serious challenges New management team worked to stabilize the Company and position it for growth Focused the business Increased investment in R&D, sales and marketing Launched new products in all three divisions Expanded selling relationships Resolved legacy shareholder lawsuits Focused on higher value, higher margin sales Improved gross margins Reduced operating losses Increased cash Increased QVDX valuation 1.5x Despite these improvements, we believe QVDX stock has been - and continues to be - undervalued by the public markets

Strategic Review Process In August 2006, Board initiated review of strategic alternatives with the goal of enhancing stockholder value Engaged First Albany Capital to serve as independent financial advisor and Hogan and Hartson LLP as legal advisors Evaluated broad range of alternatives with careful review of all options and offers Primary objective was to enhance stockholder value Identified transactions that we believe provide attractive valuation premiums QVDX Board unanimously approved both transactions and will recommend shareholder approval of the Battery Ventures transaction After careful review, we believe these transactions represent the clearest path to value for QVDX stockholders

Transactions Summary Sale of CareScience to Premier Purchase valued at ~$34.9 million, or 2.3x revenue Net proceeds total $33.8 million in cash Final price subject to final working capital adjustments @ March 31, 2007 Tax liability more than offset by NOLs Transaction closed March 30, 2007 Good strategic fit for CareScience Definitive agreement with Battery Ventures Battery Ventures to acquire 100% of QVDX stock Net value to stockholders expected to be $136.7 million, or $3.15 per share Valuation includes proceeds from the sale of CareScience Final price subject to closing working capital adjustments Unanimously approved and recommended by the Board Expected to close within 90 days Good strategic fit for ISD and Rogue Wave Together, these transactions are valued at approximately $3.15 per share a 24% premium to QVDX closing price on Friday, March 30

Strategic Rationale: Clearest Path to Value Attractive valuation 24% premium Transactions insulate QVDX stockholders from risks execution timing market competitive legacy issues/overhang public company costs/distractions Good strategic fit for Quovadx businesses

Premier and CareScience: Privately held Headquartered in San Diego, CA with offices in Charlotte, NC and Washington, DC Largest healthcare alliance in the US Strong alignment of technology, mission, culture and values This transaction delivers premium value to Quovadx and creates opportunities for CareScience employees, customers, partners

Battery Ventures, ISD and Rogue Wave Private equity firm with >$2 billion in committed capital >25 years experience with technology, infrastructure and software companies Highly regarded in the industry Quovadx a good fit with other portfolio companies This transaction delivers premium value to Quovadx stockholders and creates opportunities for Quovadx employees, customers, partners

Clear Roadmap to Completion Proposed timing of transaction milestones: March 30, 2007 - CareScience transaction closed April 1, 2007 - Battery Ventures definitive agreement approved and signed April - Proxy filed May - Proxy mailed June - Special stockholder meeting End of Q2 - Expected close

Transactions Summary: The Clearest Path to Value 24% premium to current share price Protects stockholders from risk Protects businesses Protects customers and employees

Thank You